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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________

AMENDMENT NO. 2 TO

FORM 10-QSB

[X]    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the Quarterly Period Ended September 30, 2002



Or

[   ]    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the Transition Period From _________________ to _________________



Commission file number 000-29077







TEDA TRAVEL INCORPORATED

(Exact name of registrant as specified in its charter)

|                                                               |                                        
|-------------------------------------------------------------- | ---------------------------------------
|Florida                                                        | 65-0963971                             
|(State or other jurisdiction of
Incorporation or organization) | (I.R.S. Employer
Identification Number)



Suite 1801, Chinachem Johnston Plaza, 178 Johnston Road

Wanchai, Hong Kong

(Address of principal executive offices)(Zip Code)



(011)(852) 2833-2186

(Registrant's telephone number, including international code and area code)



Not applicable

(Former name, former address and former fiscal year, if changed since last report)

_______________



As of November 12, 2002, the Issuer had outstanding 5,950,000 shares of the Issuers common stock, $.001 par value.



Transitional Small Business Disclosure Format (Check One):  Yes  [   ]  No  [X]









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TEDA TRAVEL INCORPORATED



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AMENDMENT NO. 2 TO FORM 10-QSB



SEPTEMBER 30, 2002



|                                                                   | PAGE
|------------------------------------------------------------------ | ----
|PART I.  FINANCIAL INFORMATION                                     |     
|                                                                   |     
|Item 1.  Financial Statements                                      |     
|                                                                   |     
|Condensed Consolidated Balance Sheet                               | 3   
|                                                                   |     
|Condensed Consolidated Statements of Operations                    | 4   
|                                                                   |     
|Condensed Consolidated Statements of Cash Flows                    | 5   
|                                                                   |     
|Notes to Condensed Consolidated Financial Statements               | 6   
|                                                                   |     
|Item 2.  Management's Discussion and Analysis or Plan of Operation | 9   
|                                                                   |     
|                                                                   |     
|PART II.  OTHER INFORMATION                                        |     
|                                                                   |     
|Item 6.  Exhibits                                                  | 11  
|                                                                   |     
|SIGNATURES                                                         | 12  
|                                                                   |     
|CERTIFICATIONS                                                     | 13  
|                                                                   |     
|Exhibit Index                                                      |     





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PART I.  FINANCIAL INFORMATION



ITEM 1.  FINANCIAL STATEMENTS.





|TEDA TRAVEL INCORPORATED AND SUBSIDIARIES                                                    
|---------------------------------------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEET                                                         
|SEPTEMBER 30, 2002                                                                           
|(UNAUDITED)                                                                                  
|                                                                                             
|ASSETS                                                                                       
|                                                                                             
|CURRENT ASSETS                                                                               
|Cash                                                                                         
|Accounts receivable, net                                                                     
|Prepaid expenses and other current assets                                                    
|Due from directors                                                                           
|Total Current Assets                                                                         
|                                                                                             
|PROPERTY AND EQUIPMENT  NET                                                                 
|                                                                                             
|INVESTMENT IN AFFILIATE                                                                      
|                                                                                             
|TOTAL ASSETS                                                                                 
|                                                                                             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                         
|                                                                                             
|CURRENT LIABILITIES                                                                          
|Accounts payable and accrued expenses                                                        
|Due to a related party                                                                       
|                                                                                             
|TOTAL LIABILITIES                                                                            
|                                                                                             
|STOCKHOLDERS EQUITY                                                                         
|Common stock, $.001 par value, 10,000,000 shares authorized, 5,950,000 issued and outstanding
|Additional paid-in capital                                                                   
|Retained earnings                                                                            
|Total Stockholders Equity                                                                   
|                                                                                             
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                   
|                                                                                             
|                                                                                             
|See accompanying notes to condensed consolidated financial statements                        







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|TEDA TRAVEL INCORPORATED AND SUBSIDIARIES                               
|------------------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS                         
|(UNAUDITED)                                                             
|                                                                        
|                                                                        
|                                                                        
|                                                                        
|REVENUE, NET                                                            
|                                                                        
|EXPENSES                                                                
|Legal and professional fees                                             
|Consulting                                                              
|Payroll                                                                 
|Depreciation                                                            
|Other selling, general and administrative                               
|Total Expenses                                                          
|                                                                        
|INCOME FROM OPERATIONS                                                  
|                                                                        
|OTHER (EXPENSE) INCOME                                                  
|Interest income                                                         
|Equity in loss of affiliate                                             
|Total Other (Expenses) Income                                           
|                                                                        
|(LOSS) INCOME BEFORE TAXES                                              
|                                                                        
|Income taxes                                                            
|                                                                        
|NET (LOSS) INCOME                                                       
|                                                                        
|Net (loss) income per common share 
basic and diluted                  
|                                                                        
|Weighted average number of common shares
outstanding  basic and diluted
|                                                                        
|                                                                        
|See accompanying notes to condensed consolidated financial statements   







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|TEDA TRAVEL INCORPORATED AND SUBSIDIARIES                                               
|----------------------------------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                                         
|(UNAUDITED)                                                                             
|                                                                                        
|                                                                                        
|                                                                                        
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                   
|Net (loss) income                                                                       
|Adjustments to reconcile net (loss) income to net cash provided by
operating activities:
|Depreciation and amortization                                                           
|Stock issued for services                                                               
|Loss in affiliate                                                                       
|Increase (decrease) in:                                                                 
|Accounts receivable                                                                     
|Prepaid expenses                                                                        
|Increase (decrease) in:                                                                 
|Accounts payable and accrued expenses                                                   
|Net Cash Provided By Operating Activities                                               
|                                                                                        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                   
|Purchase of property and equipment                                                      
|Due from directors                                                                      
|Due from stockholders                                                                   
|Net Cash Used In Investing Activities                                                   
|                                                                                        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                   
|Proceeds from issuance of common stock                                                  
|Net Cash Provided By Financing Activities                                               
|                                                                                        
|INCREASE IN CASH AND CASH EQUIVALENTS                                                   
|                                                                                        
|CASH  BEGINNING OF PERIOD                                                              
|                                                                                        
|CASH  END OF PERIOD                                                                    
|                                                                                        
|                                                                                        
|See accompanying notes to condensed consolidated financial statements                   





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TEDA TRAVEL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2002

(UNAUDITED)





NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION



The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.



It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.



For further information, refer to the financial statements and footnotes included in the Company's Form 8-K-A.



NOTE 2   PRINCIPLES OF CONSOLIDATION



The accompanying consolidated financial statements include the accounts of Teda Travel Incorporated and its wholly owned subsidiaries Teda Hotels Management Company Limited and Teda Hotels Management Limited. All significant inter-company transactions and balances have been eliminated in consolidation (See Note 1).



NOTE 3   REVERSE MERGER



On July 12, 2002, Teda Travel Incorporated, (Teda or "acquirer") formerly known as Gaige Financial Group, Inc. ("Gaige") acquired 100% of Teda Hotels Management Company Limited and Teda Hotels Management Limited (THM or acquiree) for 5,000,000 shares of Gaige common stock.



As a result of the exchange agreement, the reorganization was treated as an acquisition by the acquiree and as a reverse merger by the acquirer for accounting purposes. Pursuant to the reverse merger, all capital stock shares and amounts and per share data have been retroactively restated.



During July 2002, the Board of Directors approved the change in the Company's name from Gaige Financial Group, Inc. to Teda Travel Incorporated to more accurately reflect the current operations of the Company as a result of the reverse merger.



Accordingly, the financial statements include the following:



(1)

The balance sheet consists of the net assets of the acquirer at historical cost and the net assets of the acquiree at historical cost.



(2)

The statements of operations include the operations of the acquiree for the periods presented and the operations of the acquirer from the date of the merger.



NOTE 4   INVESTMENT IN AFFILIATE



On January 6, 2002, the Company acquired a 35% interest in a real estate joint venture located in China. The joint venture was formed to develop and manage a mixed-use complex of apartments, restaurants, a hotel and a private clubhouse. The joint venture was formed with a maximum life of 50 years. The joint venture partner is also a 20% stockholder of the Company.

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TEDA TRAVEL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2002

(UNAUDITED)



The Companys 35% interest in the joint venture is accounted for using the equity method of accounting and is stated at cost plus equity in undistributed earnings or losses since acquisition. The Companys share of the loss for the nine months ended September 30, 2002 was $209,044.



As of September 30, 2002, the Company recorded a due to related party of $3,386,551 in connection with the joint venture capital contribution.



A summary of the unaudited condensed financial statements of the affiliate as of and for the nine months ended September 30, 2002 is as follows:



| | Current assets                             | $ | 8,963,511  |  
| | ------------------------------------------ | - | ---------- | -
| | Non-current assets                         |   | 36,765,708 |  
| | Total Assets                               |   | 45,729,219 |  
| |                                            |   |            |  
| | Current liabilities                        |   | 40,037,178 |  
| | Stockholders' equity                       |   | 5,692,041  |  
| | Total Liabilities and Stockholders Equity |   | 45,729,219 |  
| |                                            |   |            |  
| | Revenues                                   | $ | -          |  
| |                                            |   |            |  
| | Operating loss                             |   | -          |  
| | Organization expenses                      |   | (597,268   | )
| |                                            |   |            |  
| | Net Loss                                   |   | (597,268   | )
| |                                            |   |            |  
| | Equity in loss of affiliate                | $ | (209,044   | )



NOTE 5   DUE TO A RELATED PARTY



Due to a related party as of September 30, 2002 consist of the following:

| |                               |   |           | 
| | ----------------------------- | - | --------- | 
| | Due to affiliate (See Note 4) | $ | 3,386,551 | 



NOTE 6   RELATED PARTY TRANSACTIONS



During the nine months ended September 30, 2002 and 2001, the Company received management revenue of $213,213 and $151,942, respectively, from two properties it manages that are owned by a shareholder.



During the nine months ended September 30, 2002, the Company paid $23,077 and $35,769 to two directors for consulting and professional services.



See Notes 4 and 5 for related party transactions with an affiliate.



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TEDA TRAVEL INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2002

(UNAUDITED)



NOTE 7   STOCKHOLDERS' EQUITY



(A) Stock Issued for Services



During the nine months ended September 30, 2002, the Company issued 250,000 common shares for services valued at $20,000 based upon the book value of the Company at the date of grant.



(B) Common Stock Options



During the nine months ended September 30, 2002, the Company issued 250,000 common stock options at an exercise price of $0.001 per share. The exercise price is adjustable based upon the future opening trading value of the Company's common stock. The fair market value was determined based on the Black-Scholes option pricing model using the following assumptions: no annual dividend, volatility of 10%, risk-free interest rate of 6.25% and a term of one year. The fair value of the options was minimal and no expense has been recorded in the financial statements.

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ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.



PLAN OF OPERATION



Consequent to the reverse merger with Teda Hotels Management Company Limited, the Company became involved in the provision of hotel management and consulting services in the Peoples Republic of China (PRC). The Company, through its wholly owned subsidiaries Teda Hotels Management Company Limited and Teda Hotels Management Limited, currently manages four hotel properties in three strategic capital cities in the PRC; namely Shenzhen, Tianjin and Xian. Shenzhen is an economic zone strategically located just north of Hong Kong whilst Tianjin is a key industrial city located 100 miles Southeast of Beijing and Xian is an important tourist location.



The Companys two key managed properties are located in Tianjin because of the citys extensive transportation network and world-class business infrastructure, attracting many foreign investments such as Motorola into the area. Local government officials in Tianjin are also supportive of foreign joint ventures set up in the area.



With the current four properties now managed profitably, the Company is looking to fill the hotel gap in China. The Company intends to establish a hotel chain under its management by pooling good quality hotels together to develop a tourist network. The Company will choose at least one hotel of good standard in each city in the PRC and designate it under its own brand name. The Company will endeavour to achieve a certain level of quality to provide reliable and creditable services to local travelers. We hope to maintain a high standard with emphasis that our customers are our priority. The hotels in the chain will be supported in the future by a hotel reservation system.



The goal of the Company is to establish a nationwide brand-name hotel chain of high standards in China.



Apart from its hotels management business, the Company has plans to expand its business portfolio into the real estate investment sector. In January 2002, through its wholly-owned subsidiary, Teda Hotels Management Limited, the Company signed a joint venture agreement to acquire a 35% interest in a real estate joint venture by the name of Tianjin Yide Real Estate Company Limited, a People's Republic of China corporation (the "Real Estate Joint Venture").



The Company's co-venturer is a real estate developer by the name of Tianjin Teda International Hotels Development Company Limited, a corporation owned by the Tianjin provincial government and formed under the laws of the People's Republic of China.



Through the Real Estate Joint Venture, the Company owns a multi-use complex featuring 170 apartment units as well as a hotel and clubhouse. The Real Estate Joint Venture plans to sell all of the 170 apartment units. The operations of the hotel and clubhouse commenced on September 29, 2002, and construction on the apartment units is expected to be completed and available for sales in December 2002.



RESULTS OF OPERATIONS



Revenue:



Net revenue for the quarter ended September 30, 2002 was down $29,524 or a drop of 18% from the same period last year. Net revenue for the nine months ended September 30, 2002 also showed a decrease of $89,964 or a drop 19% from the same period last year. The drop in revenue was mainly due to the business slowdown in our Kindlion Hotel in Shenzhen, where business has been adversely affected by the economic downturn in Hong Kong, just south of the border from Shenzhen and certain pre-opening consulting fee for the Teda International Club received in 2001.



A new management contract that began in late September 2002 for the Tianjin International Club is expected to strengthen the revenue from the last quarter of 2002 onwards.



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Administrative and Operating Expenses:



Administrative and operating expenses for the quarter ended September 30, 2002 showed an increase of $28,186 or an increase of 28% as compared to the same period last year. The increase in expenses for the quarter was mainly because of the consulting fee relating to the merger and the set up of new operations in Beijing for developing new businesses.



Administrative and operating expenses for the nine months ended September 30, 2002 also showed an increase of $55,686 or an increase of 25% as compared to the same period last year. The increase in expenses for the nine months ended September 30, 2002 was mainly due to the new operation set up in Beijing, the higher payroll, and the higher legal and professional fees that came with the reverse merger.



EQUITY IN LOSS OF AFFILIATE



The Company entered into the Real Estate Joint Venture in the PRC in January 2002. The Real Estate Joint Venture owns a multi-use complex featuring 170 apartment units as well as a hotel and clubhouse. The hotel and clubhouse were opened on September 29, 2002. The operations of the hotel and clubhouse were immaterial and no sales of apartments were made for the nine months ended September 2002. However, the Company shared an equity in loss of affiliate of $209,044, which is a result of writing-off organizational start-up expenses for the period. Those costs included staff recruitment, staff training, marketing costs and costs related to the grand opening on September 29, 2002.



As of September 30, 2002, the Company did not have resources to fulfill the funding obligation of the Real Estate Joint Venture. The Company is currently looking for funding that will enable it to fulfill its capital obligations as required by the Real Estate Joint Venture agreement.



NET (LOSS) INCOME



The Company incurred a net loss of $210,314 and $127,518 for the three and nine months ended September 30, 2002 as compared to a net income of $55,910 and $224,468 for the three and nine months ended September 30, 2001, respectively. The loss was mainly due to the share of equity in loss of affiliate and substantial costs incurred for the reverse merger as stated above.





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PART II. OTHER INFORMATION





ITEM 6.  EXHIBITS.



99.1  Certification of Chief Executive Officer pursuant to § 906 of the Sarbanes-Oxley Act of 2002

99.2  Certification of Chief Financial Officer pursuant to § 906 of the Sarbanes-Oxley Act of 2002



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





TEDA TRAVEL INCORPORATED



Date: August 12, 2003

By:/s/ GODFREYHUICHINTONG

Godfrey Hui Chin Tong

Chief Executive Officer



Date: August 19, 2003

By:/s/ PETERMAK

Peter Mak

Chief Financial Officer









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CERTIFICATIONS



I, Godfrey Hui Chin Tong, certify that:



1. I have reviewed this Amendment No. 2 to the quarterly report on Form 10-QSB of Teda Travel Incorporated;



2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and



c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.







Dated:

August 12, 2003



/s/ GODFREYHUICHINTONG

Godfrey Hui Chin Tong,

Chief Executive Officer

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I, Peter Mak, certify that:



1. I have reviewed this Amendment No. 2 to the quarterly report on Form 10-QSB of Teda Travel Incorporated;



2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;



3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;



4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:



a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;



b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and



c)

presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):



a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6. The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.





Dated:

August 19, 2003



/s/ PETER MAK

Peter Mak,

Chief Financial Officer

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EXHIBIT INDEX



|No.  |  | Description                                                                
|---- |  | ---------------------------------------------------------------------------
|     |  |                                                                            
|99.1 |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
|99.2 |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350