U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON DC 20549

___________________

**FORM 10-KSB**

|(Mark One)                                                                                           
|-----------------------------------------------------------------------------------------------------
|                                                                                                     
|For the fiscal year ended June
      30, 2002                                                        
|                                                                                                     
|OR                                                                                                   
|                                                                                                     
|                                                                                                     
|For the transition period from
      ____________________________ To ________________________________

Commission file Number 000-27543

Teda Technologies International Inc.

---

(Name of Small Business Issuer in Its Charter)


|Nevada                                                 |  | 98-0204680                                
|------------------------------------------------------ |  | ------------------------------------------
|                                                       |  |                                           
|(State or other Jurisdiction
        of Incorporation) |  | (I.R.S. Employer Identification
      No.)
|                                                       |  |                                           
|                                                       |  |                                           
|#380-1200 W. 73rdAvenue                                |  |                                           
|Vancouver, B.C., Canada                                |  | V6P 6G5                                   
|                                                       |  |                                           
|(Address of Principal Executive
        Offices)       |  | (Zip Code)                                

(604) 267-1999

---



(Issuers Telephone Number, Including Area
  Code)




|Previous Address:   | Unit #10, 8980 Fraserwood Court, Burnaby, B.C.,
      Canada V5J 5H7
|------------------- | --------------------------------------------------------------------
|                    |                                                                     
|Previous Telephone: | (604) 438-3598                                                      

Securities registered under Section 12(b) of the Exchange Act:

|                    |  | Name of Each Exchange
|------------------- |  | ---------------------
|Title of Each Class |  | on Which Registered  
|                    |  |                      
|                    |  |                      
|                    |  |                      
|                    |  |                      

Securities
  registered under Section 12(g) of the Exchange Act:

Common Stock

---

(Title of Class)




---



( Title of Class)






---

Check
  whether the issuer: (1) filed all reports required to be filed by Section 13
  or 15(d) of the Exchange Act during the past 12 months (or for such shorter
  period that the registrant was required to file such reports), and (2) has been
  subject to such filing requirements for past 90 days.

Yes X No ______

Check
  if there is no disclosure of delinquent filers in response to Item 405 of Regulation
  S-B is not contained in this form, and no disclosure will be contained to the
  best of registrants knowledge, in definitive proxy or information statements
  incorporated by reference in Part III of this Form 10-SKB.

State
  issuers revenue for its most recent fiscal year $2,822.00

State
  the aggregate market value of the voting and non-voting common equity held by
  non-affiliates computed by reference to the price at which the common equity
  was sold, or the average bid and asked price of such common equity, as of a
  specified date within the past 60 days (See definition of affiliate in Rule
  12b -2 of the Exchange Act.) $ N/A

Note:
  If determining whether a person is an affiliate will involve an unreasonable
  effort and expense, the issuer may calculate the aggregate market value of the
  common equity held by non-affiliates on the basis of reasonable assumptions,
  if the assumptions are stated.

ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
  THE PAST FIVE YEARS

Check
  whether the issuer has filed all documents and reports required to be filed
  by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
  under a plan confirmed by a court. [  ] Yes [  ] No

APPLICABLE ONLY TO CORPORATE REGISTRANTS

State
  the number of share outstanding of each of the issuers classes of common
  equity, as of the latest practicable date. As of June 30, 2002 there were
  16,697,000 shares outstanding

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

If
  the following documents are incorporated by reference, briefly describe them
  and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
  which the document is incorporated: (1) any annual report to security holders;
  (2) any proxy or information statement; and (3) any prospectus filed pursuant
  to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The
  listed documents should be clearly described for identification purposes (e.g.,
  annual report to security holders for fiscal year ended December 24, 1990).



---



TEDA TECHNOLOGIES INTERNATIONAL INC.FORM 10-KSBINDEX

Page

PART I

|Item 1.                                                                                                  | Description of Business                                               
|-------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------
|                                                                                                         |                                                                       
|Item 2.                                                                                                  | Description of Properties                                             
|                                                                                                         |                                                                       
|Item 3.                                                                                                  | Legal Proceedings                                                     
|                                                                                                         |                                                                       
|Item 4.                                                                                                  | Submission of Matters of a Vote of Security
      Holders             
|                                                                                                         |                                                                       
|PART II                                                                                                 
|                                                                                                         |                                                                       
|Item 5.                                                                                                  | Market for Regis trants Common Equity
      and Related              
|                                                                                                         | Stockholder Matters                                                   
|                                                                                                         |                                                                       
|Item 6.                                                                                                  | Managements Discussion and Analysis
      of Financial               
|                                                                                                         | Condition and Results of Operations                                   
|                                                                                                         |                                                                       
|Item 7.                                                                                                  | Financial Statements                                                  
|                                                                                                         |                                                                       
|Item 8.                                                                                                  | Changes in and Disagreements with Accountants
      on                
|                                                                                                         | Accounting and Financial Disclosure                                   
|                                                                                                         |                                                                       
|PART III                                                                                                
|                                                                                                         |                                                                       
|Item 9.                                                                                                  | Directors and Executive Officers, Promoters
      and Control Persons;
|                                                                                                         | Compliance with Section 16(a) of the Exchange
      Act               
|                                                                                                         |                                                                       
|Item 10.                                                                                                 | Executive Compensation                                                
|                                                                                                         |                                                                       
|Item 11.                                                                                                 | Security Ownership of Certain Beneficial Owners
      and Management  
|                                                                                                         |                                                                       
|Item 12.                                                                                                 | Certain Relationships and Related Transactions                        
|                                                                                                         |                                                                       
|Item 13.                                                                                                 | Exhibits and Reports on Form 8-K                                      
|                                                                                                         |                                                                       
|Certificates Pursuant to 18 U.S.C.
      Section 1350, per Section 906 of the Sarbanes-Oxley Act of 2002
|                                                                                                         |                                                                       
|Signatures                                                                                               |                                                                       



---

PART I

ITEM 1. DESCRIPTION OF BUSINESS.

When
  used in this Form 10-KSB, the words "expects," "anticipates," "estimates" and
  similar expressions are intended to identify forward-looking statements. Such
  statements are subject to risks and uncertainties, including those set forth
  below under "Risks and Uncertainties," that could cause actual results to differ
  materially from those projected. These forward-looking statements speak only
  as of the date hereof. The Company expressly disclaims any obligation or undertaking
  to release publicly any updates or revisions to any forward-looking statements
  contained herein to reflect any change in the Company's expectations with regard
  thereto or any change in events, conditions or circumstances on which any statement
  is based. This discussion should be read together with the financial statements
  and other financial information included in this Form 10-KSB.

*Company History*

From
  incorporation to October 1, 2001, the Company was a "blank check" company engaged
  solely in the activity of seeking a merger candidate.

On
  September 1, 2001, the Company entered into a Share Exchange Agreement with
  the shareholders of a private Canadian company, Teda Technologies Inc. ("Teda
  Canada"), whereby the Company acquired 100% of Teda Canada in exchange for 15,697,000
  new treasury shares of the Company. A Form 8K was filed on September 14, 2001
  which outlined the transaction structure and included a copy of the Share Exchange
  Agreement. The key asset of Teda Canada was a Profit Sharing Agreement that
  it had entered into on June 1, 2001 with a Chinese domestic joint venture enterprise
  engaged in the value added telecommunications industry.

At
  a meeting of the Company's Board of Directors held on November 13, 2001, it
  was unanimously agreed to amend the effective date of the Share Exchange Agreement
  from September 1, 2001 to October 1, 2001. This amendment was decided upon as
  a result of material amendments to the Profit Sharing Agreement which was the
  primary asset of Teda Canada, and as a result of Teda Canada's intent to acquire
  an equity interest in the Chinese domestic joint venture enterprise known as
  Teda Pioneer Technologies Co. Ltd. ("Teda Pioneer").

Teda
  Canada's wholly owned Chinese subsidiary, Wan Fang Teda (Tianjin) Technologies
  Development Co. Ltd. on October 1, 2001 acquired 90% of the equity of a Chinese
  venture, Tianjin Wan Fang TEDA Science and Technology Co. Ltd. ("Wan Fang").
  The other 10% equity portion in Wan Fang is owned by a state owned enterprise,
  the Teda Administration Commission, which manages the Tianjin Economic Technological
  Development Area, an economic development zone established in 1984 by the State
  Council of China. Wan Fang owns 48% of the equity in Teda Pioneer.

Pursuant
  to the terms of the share exchange which was effective as of October 1, 2001,
  the Company acquired all of the issued and outstanding stock of the Teda Canada
  in exchange for the issuance of 15,697,000 shares of its authorized but previously
  unissued shares of common stock, which shares were valued at $506,335 for purposes
  of the acquisition as follows:

|Issuance of 15,697,000 common shares at par value of $0.0001
      per share          | $          | 1,570   | 
|------------------------------------------------------------------------------------- | ---------- | ------- | 
|Stockholders' equity of Teda Technologies, Inc. at October
      1, 2001              |            | 506,335 | 
|                                                                                      |            |        
|Additional paid in capital representing excess of net assets
      acquired over cost | $          | 504,765 | 
|                                                                                      | ========== |        

1

---

Teda
  Canada, incorporated in British Columbia, thereby became a wholly owned subsidiary
  of Teda Technologies International, Inc.
                  The
  original Profit Sharing Agreement dated June 1, 2001, between Teda Canada and
  Teda Pioneer, was terminated as a result of Teda Canada's acquired equity ownership
  in Teda Pioneer through its subsidiary and Wang Fang.
  The Business
                  Teda
  Pioneer has acquired all of the value added telecommunication products and services
  business previously conducted by Yu Xun Chuang Xian Information Development
  Co. Ltd. ("Chuang Xian"), a division of the Data Bureau department of China
  Netcom Group Tianjin (formerly China Telecom).
                  The
  business is the dominant value added telecommunication products provider in
  Tianjin with specialization in areas of Internet and networking. Teda Pioneer's
  business license allows for retail and wholesale commerce in areas of:

- Electronic technologies
- Research and development
- Related technology transfer and consulting services
- Computer stationary products
- Computer hardware
- Communications equipment
- Electronic equipment
- Instruments

Teda
  Pioneer is establishing a significant market position for its value added IT
  products and services throughout the Tianjin China and Teda Government region
  - - an area with a population of over 11 million people. The Teda Government
  region alone contains over 3,200 major foreign production plants - each with
  significant telecommunications equipment and service needs.
  Teda Pioneer has focused on provision of digital data network (DDN) and commercial
  broadband Internet services (ADSL), particularly with respect to large commercial
  buildings that have traditionally been under-serviced in Tianjin. Approximately
  70% of Teda Pioneers business revenue is the sale and installation of
  ADSL internet access systems to businesses and individuals in Tianjin. China
  Netcom and Teda Pioneer are the exclusive marketing entities of ADSL services
  in Tianjin. Teda Pioneer provides all ADSL installation services in the area,
  including all sales generated by China Netcom. Teda Pioneer also provides web
  hosting services to approximately 400 customers as well as server parking facilities
  to an additional 100 clients. Sale of Internet access cards (prepaid telecommunications
  smart cards) accounts for approximately 15% of revenues.

2

---

The Market

China's telecommunications system and structure
  has undergone tremendous growth over the past 10 years. Users are demanding
  more services, faster Internet access speeds and higher levels of product quality.
  China's economic growth is currently averaging 8% annually and is forecast to
  maintain a minimum 6% annual growth rate for at least the next 20 years. Communications
  and related infrastructures are key ingredients in achieving this level of growth
  and for continuing this trend.

China Netcom Group dominates the Chinese public
  telecommunications market in the northern 10 provinces, and through high wholesale
  tariffs, the Internet service provider market. China Netcom Group is a primary
  provider of fixed line telephone and mobile phone communications products while
  value added companies provide a range of services and products including derivatives
  of the Internet such as Internet data centers, web hosting and IP phones. Teda
  Pioneer is one such enterprise.

The level of competition between value added
  IT business operators in the China market is anticipated to increase as a result
  of the signing of the World Trade Organization agreement by China. Such an environment
  makes China's IT business difficult for smaller or new competitors and even
  for the large domestic plays.

Sustained success in China depends on a number
  of factors but key among them is the strength of partners and alliances. While
  competition is fierce, businesses that have strong partners have good prospects
  for success. This competitive market challenges domestic firms to modernize
  management and to successfully compete for a share in the growing market. For
  those that meet the challenge, the opportunity for success is high. Teda Pioneer's
  business is the logical answer for seizing market share by the joining of synergistic
  forces.

Strategic Relationships

Tianjin Economic Technological Development Area (Teda Government)

Teda Government oversees one of the first economic
  development areas established in China in December 1984. Teda Government's special
  economic zone is a bridge for foreign enterprises seeking to break into China's
  emerging consumer markets. To date, over 3,200 foreign companies have located
  at the Teda Government area including Motorola, Nestle and Samsung. Total foreign
  investment to date exceeds $12.5 billion US.

Within a radius of 500 kilometers of the Teda
  Government economic zone are 11 Chinese cities with a population over 1 million.
  This radius area encompasses a population of over 200 million or 1/6th of China's
  total population.

China Netcom Group - Tianjin

Wan Fang's 52% partner in Teda Pioneer is a division
  of China Netcom Group - Tianjin. China Netcom, with operations in 10 northern
  provinces, emerged from a break-up of China Telecom earlier in 2002 and became
  part of a restructured industry that has four major groups, including China
  Mobile Communications and China United Telecommunications. China Telecom Group
  has been split into companies licensed to offer services to the various provinces
  in the northern and southern regions; about 30 provincial companies have also
  been created equivalent to the Baby Bells in the United States; and a combination
  of long-distance, local-service, wireless, data, and broadband licenses have
  been meted out to each of the new companies. As part of the restructuring, China
  Telecoms parent, China Telecom

3

---

Group, and China Netcom Group have signed agreements
  on network-resource sharing, maintenance, access-code management and arrangements
  for customers needing nationwide services.

China Netcom Group is one of China's telecommunication
  monopolies and is a dominant Internet backbone in Northern China. China Netcom
  Group is organized into two macro groups, one which owns and controls the main
  infrastructure and the other whic h provides the actual services to customers/users.
  The latter group is open for third parties to collaborate with and compete.
  Teda Pioneer is one such entity.

Eighty percent of the Tianjin IT market has traditionally
  been controlled by Chuang Xian and Teda Pioneer is aggressively marketing its
  product line emphasizing Chuang Xian's rich experience, particularly in areas
  of broadband and high speed connect, to commercial customers in the Tianjin
  and Teda Government industrial park areas.

The alliance between the partners in Teda Pioneer
  combines China Netcom's assets and experience in the Tianjin telecom industry,
  Teda Government's strategic affiliations and large industrial base and the Company's
  international management skills and access to capital.

*Legal System in the PRC*

Since 1979, many laws and regulations addressing
  economic matters in general have been promulgated in the Peoples Republic of
  China ("PRC"). Despite this activity in developing the legal system, the PRC
  does not have a comprehensive system of laws. In addition, enforcement of existing
  laws may be uncertain and sporadic, and implementation and interpretation thereof
  inconsistent. The PRC judiciary is relatively inexperienced in enforcing the
  laws that exist, leading to a higher than usual degree of uncertainty as to
  the outcome of any litigation. Even where adequate law exists in the PRC, it
  may be difficult to obtain swift and equitable enforcement of such law, or to
  obtain enforcement of a judgment by a court of another jurisdiction. The PRC's
  legal system is based on written statutes and, therefore, decided legal cases
  are without binding legal effect, although they are often followed by judges
  as guidance. The interpretation of PRC laws may be subject to policy changes
  reflecting domestic political changes. As the PRC legal system develops, the
  promulgation of new laws, changes to existing laws and the preemption of local
  regulations by national laws may adversely affect foreign investors. The trend
  of legislation over the past 18 years has, however, significantly enhanced the
  protection afforded foreign investors in enterprises in the PRC. However, there
  can be no assurance that changes in such legislation or interpretation thereof
  will not have an adverse effect upon the business operatio ns or prospects of
  the Company.

*Employees and Consultants*

As
  of June 30, 2002, the Company had 4 executive consultants with a total of 50
  operations staff employed directly by Teda Pioneer.

*Option Agreement*

On October 1, 2001, Teda Canada signed an option
  agreement with Teda Pioneer with terms and conditions as follows:

|1. |  | Option to have General Appointment                                                                                                                                                         
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |                                                                                                                                                                                            
|   |  | Teda Pioneer
        hereby grants Teda Canada an option (Option) to be Teda Pioneer'smanager
        to manage the affairs of Teda Pioneer's Business in accordance with the
        terms
|   | 

4

---

|   | of an agreement(PSA)
        which automatically takes full force and effect upon TedaCanada
        investing $500,000 US (Investment) at any time on or before the expiry
        date 12months from the date of this agreement.                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | This Agreement
        shall terminate and be of no further force or effect if Teda Canada failsto make theInvestment by the
        Expiry Date unless such date is extended by mutualagreement.In the event Teda Canada does not exercise the Option,
        Teda Canada willhave no further rights to manage
        the affairs of Teda Pioneer nor be entitled to any shareof
        its Net Profits save through its ownership in Wang Fang Teda (Tianjin)
        TechnologiesDevelopment Co. Ltd.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|4  | .                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

By mutual agreement, the termination date for
  the Option Agreement has been extended from October 1, 2002 to October 1, 2003.

ITEM 2. DESCRIPTION OF PROPERTIES.

The
  Companys corporate headquarters are located at #380-1200 W. 73rd
  Avenue, Vancouver, B.C., Canada, V6P 6G5 which entails use of approximately
  1,000 sq. feet of space on a month-to-month rental basis of $1,000 per month.
  In China, the two office locations of Teda Pioneer in Tianjin are used at no
  cost to the Company.

ITEM 3. LEGAL PROCEEDINGS.

The
  Company is not a party to any pending or to the best of its knowledge, any threatened
  legal proceedings. No director, officer or affiliate of the Company, or owner
  of record or of more than five percent (5%) of the securities of the Company,
  or any associate of any such director, officer or security holder is a party
  adverse to the Company or has a material interest adverse to the Company in
  reference to pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

5

---

PART II

ITEM 5.      MARKET FOR
  THE COMPANYS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

*(a)Market
  Prices Of Common Stock*

There
  is no trading market for the Companys common stock at present and there
  has been no trading market to date. Management is currently undertaking discussions
  with a prospective market maker concerning participation in the after-market
  for the Company's securities.
  Market Price
                  The
  Companys common stock is not quoted at the present time. The Securities
  and Exchange Commission has adopted a Rule that established the definition of
  a "penny stock," for purposes relevant to the Company, as any equity security
  that has a market price of less than $5.00 per share or with an exercise price
  of less than $5.00 per share, subject to certain exceptions. For any transaction
  involving a penny stock, unless exempt, the rules require: (i) that a broker
  or dealer approve a person's account for transactions in penny stocks; and (ii)
  the broker or dealer receive from the investor a written agreement to the transaction,
  setting forth the identity and quantity of the penny stock to be purchased.
  In order to approve a person's account for transactions in penny stocks, the
  broker or dealer must (i) obtain financial information and investment experience
  and objectives of the person; and (ii) make a reasonable determination that
  the transactions in penny stocks are suitable for that person and that person
  has sufficient knowledge and experience in financial matters to be capable of
  evaluating the risks of transactions in penny stocks. The broker or dealer must
  also deliver, prior to any transaction in a penny stock, a disclosure schedule
  prepared by the Commission relating to the penny stock market, which, in highlight
  form, (i) sets forth the basis on which the broker or dealer made the suitability
  determination; and (ii) that the broker or dealer received a signed, written
  agreement from the investor prior to the transaction. Disclosure also has to
  be made about the risks of investing in penny stock in both public offering
  and in secondary trading, and about commissions payable to both the broker-dealer
  and the registered representative, current quotations for the securities and
  the rights and remedies available to an investor in cases of fraud in penny
  stock transactions. Finally, monthly statements have to be sent disclosing recent
  price information for the penny stock held in the account and information on
  the limited market in penny stocks.
  The Company cannot predict whether it will qualify its securities for listing
  on Nasdaq or some other national exchange, or be able to maintain the maintenance
  criteria necessary to insure continued listing. Failure to qualify its securities
  or to meet the relevant maintenance criteria after qualification in the future
  may result in the discontinuance of the inclusion of its securities on a national
  exchange. However, trading, if any, in the Companys securities may be
  in the non-Nasdaq over-the-counter market. As a result, a shareholder may find
  it more difficult to dispose of, or to obtain accurate quotations as to the
  market value of the Companys securities.

*(b)                Shareholders*
                  As
  of June 30, 2002, there were 16,697,000 shares of common stock outstanding held
  by approximately 48 stockholders of record.



6

---

*(c)                Dividends*

The
  Company has never declared or paid any cash dividends on its common stock and
  it does not anticipate paying any cash dividends in the foreseeable future.
  The Company currently intends to retain future earnings, if any, to finance
  operations and the expansion of its business. Any future determination to pay
  cash dividends will be at the discretion of the board of directors and will
  be based upon the Companys financial condition, operating results, capital
  requirements, plans for expansion, restrictions imposed by any financing arrangements
  and any other factors that the board of directors deems relevant.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
  OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The
  following is management's discussion and analysis of certain significant factors
  which have affected the Company's financial position and operating results during
  the periods included in the accompanying financial statements, as well as information
  relating to the plans of the Company's current management.

The
  following discussion should be read in conjunction with the accompanying financial
  statements for the three-month and twelve-month periods ended June 30, 2002,
  the Annual Report for the fiscal year ended June 30, 2001 which was filed on
  Form 10KSB by the Company on November 26, 2001 and the Form 10QSB for the period
  ended March 30, 2002 filed on May 14, 2002.

Certain
  statements in this report and elsewhere (such as in other filings by the Company
  with the Securities and Exchange Commission, press releases, presentations by
  the Company or its management and oral statements) may constitute "forward-looking
  statements" within the meaning of the Private Securities Litigation Reform Act
  of 1995. Words such as "experts", "anticipates", "intends", "plans", "believes",
  "seeks", "estimates", and "should" and variations of these words and similar
  expressions, are intended to identify these forward-looking statements. The
  Company undertakes no obligation to publicly release the result of any revisions
  to these forward-looking statements, which may be made to reflect events or
  circumstances after the date hereof or to reflect the occurrence of unanticipated
  events.

The
  Company is a development stage company and through its wholly owned Canadian
  subsidiary, Teda Canada, and its wholly owned China subsidiary, Wan Fang Teda
  (Tianjin) Technologies Development Co. Ltd., owns 90% of the equity of another
  Chinese company, Wan Fang. Wan Fang owns a 48% interest in an operating Chinese
  joint venture known as Teda Pioneer.

On
  October 1, 2001, the Company acquired 100% of the equity of Teda Canada in consideration
  for issuing 15,697,000 new treasury shares.

Gross
  revenues and profit for the quarter ended June 30, 2002 was nil since the minority
  position held by Wan Fang in Teda Pioneer is not consolidated. Net income for
  the quarter was $(32,997) after consideration of general and administrative
  costs and the 10% minority interest in Wan Fang.

Gross
  revenue for the twelve-month period was $2,822 as compared to nil in the comparable
  period in 2001. Net income for the twelve-month period was $(71,421) after consideration
  of general and administrative costs and consideration of the minority interest.

7

---

General
  and Administrative Expenses

General
  and administration expenses were $34,630 for the three-month period ended June
  30, 2002 versus $17,232 for the corresponding period in 2001. The increase was
  related to the additional costs of operations as a result of the acquisitions
  in Canada and China and professional fees associated with the acquisition.

These
  costs included office costs of $13,987 and, transfer agent and filing fees of
  $1,576. Professional fees for the quarter were $19,131 as compared to $8,731
  for the corresponding period in 2001.

Liquidity
  and Capital Resources

The
  cash balance at the end of the period was $427,982 compared to nil at June 30,
  2001. For the quarterly period ended June 30, 2002, net cash decreased $19,725
  compared to nil in the comparable period for 2001.

Current
  assets totaled $440,110, which included $427,982 in cash and cash equivalents,
  $7,732 in prepaid expenses and $4,396 in accounts receivable. The June 30, 2001
  current asset listing included only $5,000 in prepaid expenses.

Longer
  term assets included $378,300 in investment in Teda Pioneer and $1,250 in deferred
  costs. The June 30, 2001 long term asset listing was nil.

Current
  liabilities totaled $255,542 comprised of $19,317 in accounts payable and $236,225
  due to related parties. The June 30, 2001 liability listing included $7,867
  in accounts payable and $19,957 due to related parties.

Shareholders
  equity as at June 30, 2002 totaled $359,778 which included capital stock of
  $1,670 at par value, $490,025 as additional paid in capital, and $(131,917)
  as a deficit in retained earnings to date. The June 30, 2001 figures reflected
  $100 in par value capital stock, $37,572 as additional paid in capital and a
  deficit of $(60,496) to date.

Financing
  activities during the quarter were nil. For the twelve-month period, cash increased
  by $427,982 as a result of the shareholder's equity acquired when Teda Canada
  was acquired.

As
  at May 31,2001, the Company set up a joint venture entity, Teda Pioneer, in
  which the Companys subsidiary invested $225,882 for a 48% unencumbered
  interest. The investment is treated from an accounting perspective as equity
  as follows:

| | Cost                         | $225,882                                                                 
| | ---------------------------- | -------------------------------------------------------------------------
| |                              |                                                                          
| | Share of Profits             |                                                                          
| |                              |                                                                          
| | 48% of $ 190,187 to 12/31/01 | 91,290                                                                   
| |                              |                                                                          
| | 48% of $68,471 to 3/31/02    | 32,866                                                                   
| |                              |                                                                          
| | 48% of $58,880 to 6/30/02    | 28,262for
        a total of $152,418 which is treated as deferredincome.
| |                             

8

---

The total investment as at June 30, 2002 in Teda
  Pioneer is shown as the original cost plus deferred income for a total of $378,300.

Investment activities were $227,170 during the
  twelve-month period comprised of $225,882 investment in Teda Pioneer and $1,288
  in deferred costs.

Assets as at June 30, 2002 totaled $110,786 in
  Canada and $708,874 in China.

The Company has historically relied upon loans
  from related parties to finance its operations. Additional financing may be
  required to meet its obligations in Wan Fang and for current and long-term development,
  marketing, and working capital. The Company continues to pursue opportunities
  to undertake private equity financings. There can be no assurances that such
  financings will take place or, if so, that it will be on acceptable terms. To
  the extent of any shortfall in financing, the Company's operations will be delayed,
  curtailed or prevented, and the Company may be required to substantially modify
  its operations.

RESULTS OF OPERATIONS

YEAR ENDED JUNE 30, 2002 VS. YEAR END JUNE 30, 2001

The
  Company has recorded revenues of $2,822 for the year ended June 30, 2002 as
  compared to revenues of nil for the comparable year period ended June 30, 2001.

Expenses
  in the year were $77,445 as compared to $27,434 in the 2001 fiscal year. Primary
  expense areas were office costs of $25,994; professional fees of $13,485; travel
  and promotion of $20,311; transfer agent and filing fees of $9,343; and investor
  relations and communications costs of $7,500.

In
  fiscal year 2001, the major expenses were professional fees of $18,925; office
  costs of $5,453; and transfer agent and filing fees of $812.

The
  Company recorded a net loss of $(71,421) for the year ended June 30, 2002 as
  compared to a loss of $(27,434) for the comparable period ended June 30, 2001,
  an increase of $(43,987).

Current
  assets as at June 30, 2002 were $440,110 as compared to $5,000 at yearend 2001.
  Fixed assets at June 30, 2002 were $379,550 as compared to nil at yearend 2001.

A
  total of $216,268 in funds were advanced from related parties as non-interest
  bearing loans with repayment not scheduled prior to June 30, 2003. During the
  year, funds totaling $225,882 were advanced to the Companys Chinese subsidiary.

PLAN OF OPERATIONS AND BUSINESS STRATEGY

LIQUIDITY AND CAPITAL RESOURCES

The
  Company's working capital at June 30, 2002 was $184,568. The long-term liabilities
  amount of $204,340 is comprised of $51,922 due to minority interests and $ 152,418
  as deferred income. Since incorporation, the Company has funded its operations
  from the issuance of common stock and loans from directors.

9

---

The
  Company did not raise any funds through the issuance of the Company's Common
  Stock during the quarter ending June 30, 2002.

The
  Company may be required to raise additional funds during 2003. At present, there
  are no firm commitments for financing and no assurance can be given that such
  financing will be made available. No additional employees are expected to be
  added prior to completion of the planned financing raise. There are no material
  commitments for capital expenditures planned for the next 12 months.

INFLATION

The
  rate of inflation has had little impact on the Company's results of operations
  and is not expected to have a significant impact on continuing operations.

ITEM 7. FINANCIAL STATEMENTS.

*(a)                Financial
  Statements*

The following financial statements of the Company are set forth
  at the end hereof.

|1. |   | Independent Auditors Report                                                                                                                                                                                                                                                                  
|-- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |   |                                                                                                                                                                                                                                                                                              
|2. |   | Consolidated Balance Sheets
        of Teda Technologies International Inc. and Subsidiaries as of June 30,
        2002 and June 30, 2001.                                                                                                                                                  
|   |   |                                                                                                                                                                                                                                                                                              
|3. |   | Consolidated
        Statements of Income of Teda Technologies International Inc. and Subsidiariesfor the years ended June 30, 2002 and June 30, 2001,
        for the quarters ended June 30, 2002and 2001, and
        for the period from inception (July 25, 1997) through June 30, 2002.
|   |  
|   |  
|   |   |                                                                                                                                                                                                                                                                                              
|4. | . | Consolidated
        Statement of Retained Earnings (Deficit) for the years ended June 30,
        2002and 2001; for the quarters ended June 30, 2002
        and 2001; and for the period from inception(July
        25, 1997) through June 30, 2002.                                      
|   |  
|   |   |                                                                                                                                                                                                                                                                                              
|5. |   | Consolidated
        Statements of Stockholders' Equity of Teda Technologies International
        Inc.and Subsidiaries for the period from inception
        (July 25, 1997) through June 30, 2002.                                                                                         
|   |  
|   |   |                                                                                                                                                                                                                                                                                              
|6. |   | Consolidated Statements of Cash
      Flows of Teda Technologies International Inc. andSubsidiaries
      for the years ended June 30, 2002 and June 30, 2001; for the quarters endedJune 30, 2002 and 2001, and for the period from inception
      (July 25, 1997) through June 30,2002.   
|   |   |                                                                                                                                                                                                                                                                                              
|7. |   | Notes to Consolidated Financial Statements                                                                                                                                                                                                                                                   



10

---

**MOEN AND COMPANY**CHARTERED ACCOUNTANTS

|PO Box 10129                         | Telephone: | (604) 662-8899              
|------------------------------------ | ---------- | ----------------------------
|Suite 1400  701 West Georgia Street | Fax:       | (604)
        662-8809      
|Vancouver, BC V7Y 1C6                | Email:     | moenandcompany@attcanada.net
|                                    



**INDEPENDENT AUDITORS REPORT**



To the Directors and Shareholders of
  Teda Technologies International, Inc.
  (A Nevada Corportion)

We have audited the accompanying Consolidated
  Balance Sheet of Teda Technologies International, Inc. (A Nevada Corporation)
  as of June 30, 2002, and the related Consolidated Statements of Income, Retained
  Earnings (Deficit), Cash Flows, and Changes in Stockholders Equity for
  the year then ended.

These financial statements are the responsibility
  of the Companys management. Our responsibility is to express an opinion
  on these financial statements based on our audit.

The financial statements of Teda Technologies
  International, Inc. as of June 30, 2001, were audited by other auditors whose
  report, dated November 8, 2001, expressed a qualified opinion on those statements
  relating to the Companys financial position at June 30, 2001 as a going
  concern.

We conducted our audit in accordance with auditing
  standards generally accepted in the United States of America. Those standards
  require that we plan and perform the audit to obtain reasonable assurance about
  whether the financial statements are free of material misstatement. An audit
  includes examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provide
  a reasonable basis for our opinion.

In our opinion, the financial statements referred
  to above present fairly, in all material respects, the financial position of
  Teda Technologies International, Inc. (A Nevada Corporation) as of June 30,
  2002, and the results of its operations and its cash flows for the year then
  ended in conformity with accounting principles generally accepted in the United
  States of America.

|                                    | **Moen
        and Company**
|----------------------------------- | ------------------------------
|                                    |                               
|                                    | Chartered Accountants         
|Vancouver, British Columbia, Canada |                               
|November 12, 2002                   |                               



---

**TEDA TECHNOLOGIES INTERNATIONAL, INC.****(A Nevada Corporation)
  Consolidated Balance Sheet
  June 30, 2002
  (Expressed in US Dollars)****(With Comparative Figures at June 30, 2001)**

|                                                                             |   | June 30, |  
|---------------------------------------------------------------------------- | - | -------- | -
|                                                                             |   |          |  
|                                                                             |   | 2002     |  
|                                                                             |   |          |  
|**Assets**                                                                  
|**Current Assets**                                                           |   |          |  
|Cash and cash equivalents                                                    | $ | 427,982  |  
|Accounts receivable                                                          |   | 4,396    |  
|Prepaid expenses                                                             |   | 7,732    |  
|                                                                             |   |          |  
|**Total
      Current Assets**                                               |   | 440,110  |  
|**Investment in Teda Pioneer Technologies
      Co. Ltd.**at equity (Note 4) |   | 378,300  |  
|**Deferred costs, less accumulated amortization**                            |   | 1,250    |  
|                                                                             |   |          |  
|                                                                             |   |          |  
|**Total
      Assets**                                                       | $ | 819,660  |  
|                                                                             |   |          |  
|                                                                             |   |          |  
|**Liabilities and Stockholders'
        Equity**                            
|                                                                             |   |          |  
|**Current Liabilities**                                                      |   |          |  
|Accounts payable                                                             | $ | 19,317   |  
|Due to related parties (Note
      3)                                        |   | 236,225  |  
|                                                                             |   |          |  
|**Total
      Current Liabilities**                                          |   | 255,542  |  
|**Minority interest** (Note 5)                                               |   | 51,922   |  
|**Deferred Liability** (Note 4)                                              |   |          |  
|Deferred income                                                              |   | 152,418  |  
|                                                                             |   |          |  
|**Total
      Liabilities**                                                  |   | 459,882  |  
|                                                                             |   |          |  
|**Stockholders' Equity**                                                     |   |          |  
|Capital stock                                                                |   |          |  
|Common stock $0.0001 par value,
      100,000,000 shares authorized,         |   |          |  
|16,697,000 shares issued and
      outstanding (2001 - 1,000,000)            |   |          |  
|par value                                                                    |   | 1,670    |  
|additional
      paid in capital                                             |   | 490,025  |  
|Retained earnings (deficit)                                                  |   | (131,917 | )
|                                                                             |   |          |  
|**Total
      Stockholders' Equity**                                         |   | 359,778  |  
|                                                                             |   |          |  
|                                                                             |   |          |  
|**Total
      Liabilities and Stockholders' Equity**                         | $ | 819,660  |  
|                                                                             |   |          |  

"Jun Zhou", Director

"Peng Chen", Director

"Steve Dadson",
  Director

"Richard Wang",
  Director

See Accompanying Notes and Independent Auditors'
  Report

---

**TEDA TECHNOLOGIES INTERNATIONAL, INC.****(A Nevada Corporation)
  Consolidated Statement of Income
  (Expressed in US Dollars)**

|                                      |   | Cumulative From  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|------------------------------------- | - | ---------------- | - | - | --------------------------- | - | -------- | ---------- | - | - | ---------- | - | - | --------- | -
|                                      |   | Inception Date   |   |   |                             |   |          |            |   |   |            |   |   |           |  
|                                      |   | of July 25, 1997 |   |   | Quarter EndedJune
      30, |   |          | Year Ended |  
|                                      |   | to June 30,      |   |   |                             |   | June 30, |           
|                                      |   |                  |   |   |                             |   |          |            |  
|                                      |   | 2002             |   |   | 2002                        |   |          | 2001       |   |   | 2002       |   |   | 2001      |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|**Revenue**                           |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|Interest income                       | $ | 2,822            |   | $ | --                          |   | $        | --         |   | $ | 2,822      |   | $ | --        |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|**General and Administration Costs**  |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|Bank charges and interest             |   | 346              |   |   | (83                         | ) |          | --         |   |   | 346        |   |   | --        |  
|Amortization of deferred
      costs  |   | 38               |   |   | 19                          |   |          | --         |   |   | 38         |   |   | --        |  
|Investor relations and                |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|investor
      communications         |   | 7,500            |   |   | --                          |   |          | --         |   |   | 7,500      |   |   | --        |  
|Licences, dues                        |   | 684              |   |   | --                          |   |          | --         |   |   | 428        |   |   | --        |  
|Office costs                          |   | 38,155           |   |   | 13,987                      |   |          | 5,445      |   |   | 25,994     |   |   | 5,453     |  
|Professional fees                     |   | 58,508           |   |   | 19,131                      |   |          | 8,731      |   |   | 13,485     |   |   | 18,925    |  
|Transfer agent and filing
      fees  |   | 10,155           |   |   | 1,576                       |   |          | 812        |   |   | 9,343      |   |   | 812       |  
|Travel and promotion                  |   | 22,555           |   |   |                             |   |          | 2,244      |   |   | 20,311     |   |   | 2,244     |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|                                      |   | 137,941          |   |   | 34,630                      |   |          | 17,232     |   |   | 77,445     |   |   | 27,434    |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|**Net profit (loss) from operations** |   | (135,119         | ) |   | (34,630                     | ) |          | (17,232    | ) |   | (74,623    | ) |   | (27,434   | )
|**Minority interest**                 |   | 3,202            |   |   | 1,633                       |   |          | --         |   |   | 3,202      |   |   | --        |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|**Net profit (loss) for the period**  | $ | (131,917         | ) | $ | (32,997                     | ) | $        | (17,232    | ) | $ | (71,421    | ) | $ | (27,434   | )
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|**Basic and diluted earnings (loss)** |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|**per common share**                  | $ | (0.01            | ) | $ | (0.00                       | ) | $        | (0.02      | ) | $ | (0.00      | ) | $ | (0.03     | )
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|**Weighted average number of**        |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  
|**shares outstanding**                |   | 16,697,000       |   |   | 16,697,000                  |   |          | 1,000,000  |   |   | 16,697,000 |   |   | 1,000,000 |  
|                                      |   |                  |   |   |                             |   |          |            |   |   |            |   |   |           |  



See Accompanying Notes and Independent Auditors'
  Report

---

**TEDA TECHNOLOGIES INTERNATIONAL, INC.****(A Nevada Corporation)****Consolidated Statements of Retained Earnings (Deficit)
  (Expressed in US Dollars)**

|                                 |   | Cumulative From  |   |   |               |   |   |            |   |   |          |   |   |         |  
|-------------------------------- | - | ---------------- | - | - | ------------- | - | - | ---------- | - | - | -------- | - | - | ------- | -
|                                 |   | Inception Date   |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                 |   | of July 25, 1997 |   |   | Quarter Ended |   |   | Year Ended |  
|                                 |   | to June 30,      |   |   | June 30,      |   |   | June 30,   |  
|                                 |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                 |   | 2002             |   |   | 2002          |   |   | 2001       |   |   | 2002     |   |   | 2001    |  
|                                 |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                 |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Net profit (loss) for the period | $ | (131,917         | ) | $ | (32,997       | ) | $ | (17,232    | ) | $ | (71,421  | ) | $ | (27,434 | )
|Retained earnings (deficit),     |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|beginning of period              |   | --               |   |   | (98,920       | ) |   | (43,264    | ) |   | (60,496  | ) |   | (33,062 | )
|                                 |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Retained earnings (deficit),     |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|end of period                    | $ | (131,917         | ) | $ | (131,917      | ) | $ | (60,496    | ) | $ | (131,917 | ) | $ | (60,496 | )
|                                 |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  



See Accompanying Notes and Independent Auditors'
  Report



---

**TEDA TECHNOLOGIES INTERNATIONAL, INC.****(A Nevada Corporation)
  Consolidated Statement of Cash Flows
  (Expressed in US Dollars)**

|                                            |   | Cumulative From  |   |   |               |   |   |            |   |   |          |   |   |         |  
|------------------------------------------- | - | ---------------- | - | - | ------------- | - | - | ---------- | - | - | -------- | - | - | ------- | -
|                                            |   | Inception Date   |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                            |   | of July 25, 1997 |   |   | Quarter Ended |   |   | Year Ended |  
|                                            |   | to June 30,      |   |   | June 30,      |   |   | June 30,   |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                            |   | 2002             |   |   | 2002          |   |   | 2001       |   |   | 2002     |   |   | 2001    |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|**Cash derived from (applied to)**          |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Operating activities                        |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Net
      profit (loss) for the period      | $ | (131,917         | ) | $ | (32,997       | ) | $ | (17,232    | ) | $ | (71,421  | ) | $ | (27,434 | )
|Non
      cash charge - Amortization of     |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|deferred
      costs                        |   | 38               |   |   | 19            |   |   | --         |   |   | 38       |   |   | --      |  
|Changes in non-cash working capital items   |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Accounts
      receivable                   |   | (4,396           | ) |   |               |   |   | --         |   |   | (4,396   | ) |   | --      |  
|Prepaid
      expenses                      |   | (7,732           | ) |   | --            |   |   | (5,000     | ) |   | (2,732   | ) |   | (5,000  | )
|Accounts
      payable                      |   | 19,317           |   |   | 17,803        |   |   | 1,629      |   |   | 11,450   |   |   | (1,698  | )
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                            |   | (124,690         | ) |   | (15,175       | ) |   | (20,603    | ) |   | (67,061  | ) |   | (34,132 | )
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Financing activities                        |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Capital
      stock                         |   | 491,695          |   |   | --            |   |   | 646        |   |   | 454,023  |   |   | 14,175  |  
|Minority
      interest in                  |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|consolidated
      net assets               |   | 51,922           |   |   | (1,633        | ) |   | --         |   |   | 51,922   |   |   | --      |  
|Due
      to related parties                |   | 236,225          |   |   | (3,000        | ) |   | 19,957     |   |   | 216,268  |   |   | 19,957  |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                            |   | 779,842          |   |   | (4,633        | ) |   | 20,603     |   |   | 722,213  |   |   | 34,132  |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Investing activities                        |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Investment
      in Teda Pioneer            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|Technologies
      Co., Ltd.                |   | (225,882         | ) |   | --            |   |   | --         |   |   | (225,882 | ) |   | --      |  
|Deferred
      costs                        |   | (1,288           | ) |   | 83            |   |   | --         |   |   | (1,288   | ) |   | --      |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                            |   | (227,170         | ) |   | 83            |   |   | --         |   |   | (227,170 | ) |   | --      |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|**Cash and cash equivalents,**              |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|increase (decrease) during
      the period |   | 427,982          |   |   | (19,725       | ) |   | --         |   |   | 427,982  |   |   | --      |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|**Cash and cash equivalents,**              |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|beginning
      of period                   |   | --               |   |   | 447,707       |   |   | --         |   |   | --       |   |   | --      |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|**Cash and cash equivalents,**              |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  
|end of period                               | $ | 427,982          |   | $ | 427,982       |   | $ | --         |   | $ | 427,982  |   | $ | --      |  
|                                            |   |                  |   |   |               |   |   |            |   |   |          |   |   |         |  



See Accompanying Notes and Independent Auditors'
  Report



---

**TEDA TECHNOLOGIES INTERNATIONAL, INC.****(A Nevada Corporation)****Consolidated Statement of Stockholders'
  Equity
  From Date of Inception of July 25, 1997 to June 30, 2002
  (Expressed in US Dollars)**

|                                      |         |  |            |  |   |       |  |   | Additional |  |   | Retained  |   |   |         |  
|------------------------------------- | ------- |  | ---------- |  | - | ----- |  | - | ---------- |  | - | --------- | - | - | ------- | -
|                                      | Issued  |  | Number of  |  |   | Par   |  |   | Paid-in    |  |   | Earnings  |   |   |         |  
|                                      | Date    |  | Shares     |  |   | Value |  |   | Capital    |  |   | (Deficit) |   |   | Total   |  
|                                      |         |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|private placement                     | 1/7/99  |  | 1,000,000  |  | $ | 100   |  | $ | 200        |  | $ |           |   | $ | 300     |  
|Balance July, 1999                    |         |  |            |  |   |       |  |   |            |  |   | (1,923    | ) |   | (1,923  | )
|Net loss for year ended June 30, 2000 |         |  |            |  |   |       |  |   |            |  |   | (31,139   | ) |   | (31,139 | )
|Net loss for year ended June 30, 2001 |         |  |            |  |   |       |  |   |            |  |   | (27,434   | ) |   | (27,434 | )
|Expenses paid by related parties      |         |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|on behalf of the Company              |         |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|Year ended
      June 30, 2000        |         |  |            |  |   |       |  |   | 23,197     |  |   |           |   |   | 23,197  |  
|Year ended
      June 30, 2001        |         |  |            |  |   |       |  |   | 14,175     |  |   |           |   |   | 14,175  |  
|                                      |         |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|Balance                               | 6/30/01 |  | 1,000,000  |  |   | 100   |  |   | 37,572     |  |   | (60,496   | ) |   | (22,824 | )
|Share exchange                        | 10/1/01 |  | 15,697,000 |  |   | 1,570 |  |   | 452,453    |  |   |           |   |   | 454,023 |  
|                                      |         |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|                                      |         |  | 16,697,000 |  |   | 1,670 |  |   | 490,025    |  |   | (60,496   | ) |   | 431,199 |  
|Net loss for year ended June 30, 2002 |         |  |            |  |   |       |  |   |            |  |   | (71,421   | ) |   | (71,421 | )
|                                      |         |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|Balance June 30, 2002                 |         |  | 16,697,000 |  | $ | 1,670 |  | $ | 490,025    |  | $ | (131,917  | ) | $ | 359,778 |  
|                                      |         |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  



See Accompanying Notes and Independent Auditors'
  Report



---



TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 1. ORGANIZATION AND NATURE OF BUSINESS

> The Company was incorporated under the laws of the State
>     of Nevada on July 15, 1997, as Express Investments Associates, Inc. and on
>     November 21, 2000, changed its name to Teda Technologies International, Inc.
>   Pursuant to the terms of the share exchange which was effective
>     as of October 1, 2001, the Company acquired all of the issued and outstanding
>     stock of the Teda Technologies Inc. (TTC) in exchange for the
>     issuance of 15,697,000 shares of its authorized but previously unissued shares
>     of common stock, and Teda Technologies Inc., thereby became a wholly owned
>     subsidiary of Teda Technologies International, Inc. TTC is a Canadian company
>     incorporated in the Province of British Columbia, Canada, which owns 90% of
>     shares of TianJin Wang Fang Teda Science and Technology Co. Ltd., incorporated
>     in TianJin, China.
>   The historical information of Teda Technologies Inc. that
>     is the basis for the pro forma information at October 1, 2001, is as follows:

| |                                                    |   | Teda Technologies Inc. |   |   | Teda                     |   |   | TianJin  | 
| | -------------------------------------------------- | - | ---------------------- | - | - | ------------------------ | - | - | -------- | 
| | Summary Balance Sheet                              |   | Consolidated           |   |   | Technologies
        Inc |   | . | WangFang | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| | Assets                                             |   |                        |   |   |                          |   |   |          | 
| | Cash and cash equivalents                          | $ | 449,169                |   | $ | 96,212                   |   | $ | 352,957  | 
| | Prepaid expenses                                   |   | 7,732                  |   |   | --                       |   |   | 7,732    | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| |                                                    |   | 456,901                |   |   | 96,212                   |   |   | 360,689  | 
| | Investment in Teda
      Pioneer                   |   |                        |   |   |                          |   |   |          | 
| | Technologies
      Co. Ltd.                        |   | 288,721                |   |   | --                       |   |   | 288,721  | 
| | Deferred costs                                     |   | 1,539                  |   |   | --                       |   |   | 1,539    | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| |                                                    | $ | 747,161                |   | $ | 96,212                   |   |   | 650,949  | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| | Liabilities                                        |   |                        |   |   |                          |   |   |          | 
| | Due to related parties                             | $ | 122,863                |   | $ | 122,863                  |   | $ | --       | 
| | Minority interest in consolidated net
      assets |   | 55,124                 |   |   | --                       |   |   | 55,124   | 
| | Deferred Liabilities                               |   |                        |   |   |                          |   |   |          | 
| | Deferred income                                    |   | 62,839                 |   |   | --                       |   |   | 62,839   | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| |                                                    |   | 240,826                |   |   | 122,863                  |   |   | 117,963  | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| | Stockholders' equity                               |   |                        |   |   |                          |   |   |          | 
| | Capital stock - par
      value                    |   | 1,087                  |   |   |                          |   |   |          | 
| | -
      additional paid-in capital                 |   | 529,298                |   |   |                          |   |   |          | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| |                                                    |   | 530,385                |   |   |                          |   |   |          | 
| | Retained earnings (Deficit)                        |   | (24,050                | ) |   |                          |   |   |          | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| |                                                    |   | 506,335                |   |   | (26,651                  | ) |   | 532,986  | 
| |                                                    |   |                        |   |   |                          |   |   |          | 
| |                                                    | $ | 747,161                |   | $ | 96,212                   |   | $ | 650,949  | 
| |                                                    |   |                        |   |   |                          |   |   |          | 



---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

> Principles of consolidation
>   The accompanying consolidated financial statements include
>     the accounts of the Company and its wholly-owned subsidiary, Teda Technologies
>     Inc. All intercompany transactions and intercompany balances have been eliminated.
>   Basis of presentation
>   These financial statements have been prepared in accordance
>     with Accounting Principles Generally Accepted in the United States (USGAAP).
>   Use of estimates
>   The preparation of financial statements in conformity with
>     USGAAP 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 dates of the financial statements and the reported
>     amounts of revenues and expenses during the reporting periods. Actual results
>     could differ from those estimates.
>   Cash and cash equivalents
>   Cash and cash equivalents consist of cash on deposit and
>     highly liquid short-term interest bearing securities with a maturity at the
>     date of purchase of three months or less.
>   Income Taxes
>   Provisions for income taxes are based on taxes payable or
>     refundable for the current year and deferred taxes on temporary differences
>     between the amount of taxable income and pretax financial income and between
>     the tax bases of assets and liabilities and their reported amounts in the
>     financial statements. Deferred tax assets and liabilities are included in
>     the financial statement at currently enacted income tax rates applicable to
>     the period in which the deferred tax assets and liabilities are expected to
>     be realized or settled as prescribed in FASB Statement No. 109, Accounting
>     for Income Taxes. Up to June 30, 2002 deferred tax assets are reduced by a
>     valuation reserve to nil due to uncertainty of applying tax losses brought
>     forward. As changes in tax laws or rate are enacted, deferred tax assets and
>     liabilities are adjusted through the provision for income taxes.
>   Compensated absences
>   Employees of the corporation are entitled to paid vacations,
>     sick days and other time off depending on job classification, length of service
>     and other factors. It is impractical to estimate the amount of compensation
>     for future absences, and accordingly, no liability has been recorded in the
>     accompanying financial statements. The corporations policy is to recognize
>     the costs of compensated absences when paid to employees.

---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)

> Net profit per share
>   The Company adopted Statement of Financial Accounting Standards
>     No. 128 that requires the reporting of both basic and diluted earnings per
>     share. Basic earnings per share is computed by dividing net income available
>     to common shareowners by the weighted average number of common shares outstanding
>     for the period. Diluted earnings per share reflects the potential dilution
>     that could occur if securities or other contracts to issue common stock were
>     exercised or converted into common stock. In accordance with FASB 128, any
>     anti-dilution effects on net loss per share are excluded.
>   Disclosure about fair value of financial instruments
>   The Company has financial instruments, none of which are
>     held for trading purposes. The Company estimates that the fair value of all
>     financial instruments at June 30, 2002 as defined in FASB 107, does not differ
>     materially from the aggregate carrying values of its financial instruments
>     recorded in the accompanying balance sheet. The estimated fair value amounts
>     have been determined by the
>   Company using available market information and appropriate
>     valuation methodologies.
>   Considerable judgment is required in interpreting market
>     data to develop the estimates of fair value, and accordingly, the estimates
>     are not necessarily indicative of the amounts that the Company could realize
>     in a current market exchange.
>   Concentration of credit risk
>   Financial instruments that potentially subject the Company
>     to a significant concentration of credit risk consist primarily of cash and
>     cash equivalents which are not collateralized. The Company limits its exposure
>     to credit loss by placing its cash and cash equivalents with high credit quality
>     financial institutions.
>   Foreign currency translation
>   The functional currency of the Company is the United States
>     Dollar.
>   The assets, liabilities, and operations of the Company are
>     expressed in the functional currency of the Company in United States Dollars.
>   Monetary assets and liabilities are translated at the current
>     rate of exchange.
>   The weighted average exchange rate for the period is used
>     to translate revenue, expenses, and gains or losses from the functional currency
>     to the reporting currency.
>   The gain or loss on translation is reported as a separate
>     component of stockholders equity and not recognized in net income. Gains
>     or losses on remeasurement are recognized in current net income.

---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (contd)

> Gains or losses from foreign currency transactions are recognized
>     in current net income.
>   Fixed assets are measured at historical exchange rates that
>     existed at the time of the transaction.
>   Depreciation is recorded at historical exchange rates that
>     existed at the time the underlying related asset was acquired.
>   The effect of exchange rate changes on cash balances forms
>     part of the reconciliation of change in cash and cash equivalents during the
>     period.
>   Revenue Recognition
>   The Securities and Exchange Commission (SEC) issued Staff
>     Accounting Bulletin (SAB) 101, Revenue Recognition in Financial Statements,
>     in December 1999. The SAB summarizes certain of the SEC staffs views
>     in applying generally accepted accounting principles to revenue recognition
>     financial statements. During the current year, the Company performed a review
>     of its revenue recognition policies and determined that it is in compliance
>     with SAB 101.
>   Segmented Information
>   The Companys identifiable assets as at June 30, 2002
>     are located in the following countries:

| | Canada | $ | 110,786 | 
| | ------ | - | ------- | 
| | China  |   | 708,874 | 
| |        |   |         | 
| |        | $ | 819,660 | 
| |        |   |         | 

Note 3. RELATED PARTY TRANSACTIONS

> The total amount due to related parties as at June 30, 2002
>     is $236.225. This amounts is unsecured, non interest bearing, with no specific
>     terms of repayment.

---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 4. INVESTMENT IN TEDA PIONEER TECHNOLOGIES CO., LTD

> As at May 31, 2001, the Company set up a joint venture company
>     named Teda Pioneer Technologies Co. Ltd. in Tianjin China, of which, Tianjin
>     Wan Fang Teda Science and Technology Co Ltd. invested $225,882 (Chinese Yuan
>     1,920,000) for a 48% unencumbered interest in the joint venture company. Carrying
>     amount for the Investment in Teda Pioneer Technologies Co. Ltd. is in accordance
>     with the equity method, and is comprised of the following:

| | Cost                                |                                   | $       | 225,882 | 
| | ----------------------------------- | --------------------------------- | ------- | ------- | 
| |                                     |                                   |         |         | 
| | Share of profit  48% of $190,187   |                                   |         |        
| |                                     | To December 31, 2001              |         | 91,290  | 
| |                                     | January 1, 2002 to March 31, 2002 |         |         | 
| |                                     | - 48% of
        $68,471          |         | 32,866  | 
| |                                     | April 1, 2002 to June 30, 2002    |         |         | 
| |                                     | - 48% of
        $58,880          |         | 28,262  | 
| |                                     |                                   |         |         | 
| |                                     | Booked as deferred income         |         | 152,418 | 
| |                                     |                                   |         |         | 
| |                                     |                                   |         |         | 
| | Equity balance, as at June 30, 2002 | $                                 | 378,300 |        
| |                                     |                                   |         |         | 

> Yu Xun Chuang Xian Information Development Co. Ltd. owns
>     52% of the joint venture company by investing $244,706 (Chinese Yuan 2,080,000).
>     The financial statements of Teda Pioneer Technologies Co. Ltd. are not consolidated
>     in these financial statements; see summarized financial data, for the current
>     quarter, below.

---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 4. INVESTMENT IN TEDA PIONEER TECHNOLOGIES CO., LTD (contd)

|TEDA PIONEER TECHNOLOGIES
        CO. LTD.   |   |         |  
|-------------------------------------------- | - | ------- | -
|Balance Sheet                                |   |         |  
|June 30, 2002                                |   |         |  
|(Unaudited)                                  |   | In US   |  
|                                             |   | Dollars |  
|                                             |   |         |  
|Assets                                       |   |         |  
|Current Assets                               |   |         |  
|Cash and cash equivalents                    | $ | 63,451  |  
|Accounts receivable, trade                   |   | 220,699 |  
|Inventories                                  |   | 43,973  |  
|Prepaid expenses                             |   | 232,820 |  
|                                             |   |         |  
|                                             |   | 560,943 |  
|                                             |   |         |  
|Fixed assets, at cost                        |   | 322,301 |  
|Less: accumulated depreciation               |   | (11,135 | )
|                                             |   |         |  
|                                             |   | 311,166 |  
|                                             |   |         |  
|                                             | $ | 872,109 |  
|                                             |   |         |  
|Liabilities and Shareholders'
        Equity |   |         |  
|Current Liabilities                          |   |         |  
|Accounts payable                             | $ | 83,983  |  
|                                             |   |         |  
|Shareholders' Equity                         |   |         |  
|Capital stock                                |   | 470,588 |  
|Retained earnings                            |   | 317,538 |  
|                                             |   |         |  
|                                             |   | 788,126 |  
|                                             |   |         |  
|                                             | $ | 872,109 |  
|                                             |   |         |  
|                                             |   |         |  
|TEDA PIONEER TECHNOLOGIES CO. LTD.           |   |         |  
|Statement of Income                          |   |         |  
|Three Months ended June 30, 2002             |   |         |  
|(Unaudited)                                  |   |         |  
|                                             |   | In US   |  
|                                             |   | Dollars |  
|                                             |   |         |  
|Revenue                                      | $ | 174,332 |  
|Direct Costs                                 |   | 62,508  |  
|                                             |   |         |  
|Gross Profit                                 |   | 111,824 |  
|                                             |   |         |  
|General and Administration Costs             |   |         |  
|Amortization - Fixed assets                  |   | 3,974   |  
|Amortization - Deferred costs                |   | --      |  
|Bank charges and interest                    |   | (181    |  
|Office costs                                 |   | 19,900  |  
|Travel and promotion                         |   | 3,400   |  
|Wages and benefits                           |   | 25,851  |  
|                                             |   |         |  
|Net profit for the period                    |   | 52,944  |  
|                                             |   |         |  
|                                             | $ | 58,880  |  
|                                             |   |         |  
|Note: J/V Companyistaxfreeforfirstthreeyears |   |         |  



---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 4. INVESTMENT IN TEDA PIONEER TECHNOLOGIES CO., LTD (contd)

TEDA PIONEER TECHNOLOGIES CO. LTD.Statements of Retained Earnings
  Three Months ended June 30, 200
  (Unaudited)

|                                       |   | In US   | 
|-------------------------------------- | - | ------- | 
|                                       |   | Dollars | 
|                                       |   |         | 
|                                       |   |         | 
|                                       |   |         | 
|Net profit for the period              | $ | 58,880  | 
|                                       |   |         | 
|Retained earnings, beginning of period |   | 258,658 | 
|                                       |   |         | 
|Retained earnings, end of period       | $ | 317,538 | 
|                                       |   |         | 

TEDA PIONEER TECHNOLOGIES CO. LTD.Statement of Cash Flows
  Three Months ended June 30, 2002
  (Unaudited)

|Cash derived from (applied to)                          |   | In US    |  
|------------------------------------------------------- | - | -------- | -
|                                                        |   | Dollars  |  
|                                                        |   |          |  
|Operating activities                                    |   |          |  
|Net profit for the
      period                         | $ | 58,880   |  
|Less: non-cash items                                    |   |          |  
|Amortization
      - fixed assets                       |   | (7,838   | )
|                                                        |   |          |  
|                                                        |   |          |  
|                                                        |   | 51,042   |  
|Changes in non-cash
      working capital items         |   |          |  
|Accounts
      receivable                               |   | (126,662 | )
|Prepaid
      expenses                                  |   | (216,921 | )
|Inventories                                             |   | 44,330   |  
|Accounts
      payable                                  |   | (104,472 | )
|                                                        |   |          |  
|                                                        |   | (352,683 | )
|                                                        |   |          |  
|Financing activities                                    |   |          |  
|Capital stock issued                                    |   | --       |  
|                                                        |   |          |  
|Investing activities                                    |   | --       |  
|                                                        |   |          |  
|                                                        |   |          |  
|Cash and cash equivalents, (Decrease) during the period |   | (352,683 | )
|                                                        |   |          |  
|Cash and cash equivalents, beginning of period          |   | 416,134  |  
|                                                        |   |          |  
|                                                        |   |          |  
|Cash and cash equivalents, end of period                | $ | 63,451   |  
|                                                        |   |          |  



---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 5. CONSOLIDATION AND MINORITY INTEREST

> At June 30, 2002, the consolidated financial statements
>     of Teda Technologies International Inc. consist of Teda Technologies Inc.
>     and its 90% owned subsidiary, Tianjin Wan Fang Teda Science and Technology
>     Co. Ltd. and disclose a Minority Interest of $51,922.

Note 6. FINANCIAL INSTRUMENTS

> The Companys financial instruments consist of cash
>     and cash equivalents, accounts receivable, prepaid expenses, investment in
>     Teda Pioneer Technologies Co., Ltd., Accounts payable, and due to related
>     parties. It is managements opinion that the Company is not exposed to
>     significant interest, currency or credit risks arising from these financial
>     instruments. The fair value of these financial statements approximates their
>     carrying values.

Note 7. PENSION AND EMPLOYMENT LIABILITIES

> The Company does not have liabilities as at June 30, 2002,
>     for pension, post-employment benefits or post-retirement benefits. The Company
>     does not have a pension plan.

Note 8. OPTION AGREEMENT

> As at October 1, 2001, Teda Technologies Inc. signed an
>     option agreement with Teda Pioneer Technologies Co. Ltd. (Pioneer).
>     Terms and conditions are as follows:
>   1. Option to have General Appointment
>     Pioneer hereby grants Teda Technologies Inc. (TTC)
>       an option (Option) to be Pioneers manager to manage the affairs of
>       Pioneers Business in accordance with the terms of an agreement (PSA)
>       which automatically takes full force and effect upon TTC investing $500,000
>       US (Investment) at any time on or before the expiry date 12 months from
>       the date of this agreement.
>     2. The PSA entitles TTC to earn a 27% of the net profit
>       (Net Profit) of the Business by reason of its management contribution set
>       forth in the PSA and its Investment which Net Profit it is agreed may, at
>       TTCs option be converted in whole or in part to equity in Pioneer
>       provided the rules and regulations in China permit such ownership .

---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 8. OPTION AGREEMENT (contd)

> 3. Termination
>     This Agreement shall terminate and be of no further force
>       or effect if TTC fails to make Investment by the Expiry Date unless such
>       date is extended by mutual agreement and in event TTC does not exercise
>       Option TTC will have no further rights to manage the affairs Pioneer nor
>       be entitled to any share of its Net Profits save through its ownership in
>       Fang Teda (Tianjin) Technologies Development Co. Ltd., a company subsequently
>       incorporated on October 29, 2001.
>     4. Notice
>     Notices as to disputes or termination to be given under
>       this Agreement shall be signed the party giving such notice and mailed by
>       certified or registered mail, addressed to party to be notified at its then
>       current business address as set forth at the beginning of Agreement or as
>       subsequently changed by giving notice. Notice as to address changes, pricing
>       changes, warranty changes and other matters relating to policy and business
>       may given to such addresses, by facsimile transmission, telex, telegram
>       or first class Notices by mail shall be deemed given three days after mailing.
>     5. Settlement of disputes and Governing
>       Law
>     5.1 In the event a dispute arises in connection with the
>       interpretation of this Agreement, the parties shall attempt in the first
>       instance to resolve such dispute through amicable consultations. If the
>       dispute cannot be resolved within thirty (30) days the dispute may refer
>       the dispute to arbitration by the Beijing International Arbitration Committee
>       ("Committee"). The number of arbitrators shall be three. The claimant(s)
>       in the dispute shall appoint one arbitrator within thirty (30) days of filing
>       notice of the arbitration, and the respondent(s) in the dispute shall appoint
>       one arbitrator within thirty (30) days thereafter. If the respondent fails
>       to so appoint an arbitrator, the Arbitration Centre shall appoint the second
>       arbitrator. The two arbitrators thus appointed shall choose the third arbitrator,
>       and if they fail to do so within thirty (30) days after the appointment
>       of the second arbitrator, the third arbitrator shall be appointed by the
>       Committee. The arbitration proceedings shall be conducted in the English
>       language.

---

TEDA TECHNOLOGIES INTERNATIONAL, INC.Notes to Consolidated Financial Statements
  June 30, 2002

Note 8. OPTION AGREEMENT (contd)

> 5.2. Any award of the arbitrators shall be final and binding
>       on the parties. The costs of arbitration shall be borne by the losing party,
>       unless the arbitrators determine that this would be inequitable. The parties
>       agree and recognize that any award of the arbitrators shall be recognizable
>       and enforceable in any court having jurisdiction over the party against
>       whom the award was rendered, and also wherever assets of such party are
>       located.
>     5.3. The legal relations between the parties under this
>       contract shall be interpreted in accordance with the substantive laws of
>       China. Any disputes between the parties concerning their legal obligations
>       arising under this contract which are submitted to arbitration pursuant
>       to this clause shall be decided pursuant to the substantive laws of China.
>     6. Conditions
>     Pioneer agrees that during the currency of this agreement
>       TTC will not offer any of its equity nor rights to its profits similar to
>       the PSA to any other party.
>     7. The Agreement shall enure to the benefit of
>       and be binding upon the parties hereto and their respective administrators
>       and successors.

---



*(b)                Interim
  Financial Statements.***Not
  Applicable.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
  ON ACCOUNTING AND FINANCIAL DISCLOSURE

**None

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
  AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

**The
  following table and text sets forth the names and ages of all directors and
  executive officers of the Company and the key management personnel as of June
  30, 2002. All of the directors will serve until the next annual meeting of stockholders
  and until their successors are elected and qualified, or until their earlier
  death, retirement, resignation or removal. Executive officers serve at the discretion
  of the Board of Directors, and are appointed to serve until the first Board
  of Directors meeting following the annual meeting of stockholders. Also provided
  is a brief description of the business experience of each director and executive
  officer and the key management personnel during the past five years and an indication
  of directorships held by each director in other companies subject to reporting
  requirements under Federal securities laws.

|Name           | Age | Position
        Held           
|-------------- | --- | --------------------------------
|               |     |                                 
|Zhou Jun       | 33  | Chairman, President, Director   
|Stephen Dadson | 58  | CEO and Director                
|Peng Chen      | 40  | Secretary Treasurer and Director
|Jinfeng Hu     | 33  | Director                        
|Richard Wang   | 50  | Director                        

**Jun Zhou  Chairman, President and
  Director**; Mr. Zhou graduated in 1990 from Tianjin Finance and Economic
  College with a Bachelors Degree specializing in international trading. In 1991,
  he formed and operated Flydragon Shipping and Forwarding. In 1994 he formed
  Tianjin Eastern Shipping Co. Ltd. which specializes in international shipment
  of goods. He has established joint ventures with the Beijing city government
  and Hubei Province authorities.

In 1999, Mr. Zhou received his Masters Degree
  in Finance and Economics from China Peoples University in Beijing. He
  has served as President and Chairman of Teda Technologies International Inc
  since April 2001.

**Stephen Dadson - Chief Executive Officer,
  Director**; Mr. Dadson is a seasoned China businessmen having started
  as early as 1982 when he acted for clients wishing to expand their business
  activity in China. Mr. Dadson has a B.Sc. from the University of Manitoba and
  a Law degree from the University of British Columbia (1972). Mr. Dadson practiced
  commercial and securities law and left full time law in the late 1980's in order
  to take a position as CEO of a resource based company sponsored by a major European
  insurance group. In 1990, Mr. Dadson and his Chinese partner began a food and
  beverage manufacturing and distribution business in China, Hansen Corinco Group,
  which has expanded to include real estate development, hospitality and commodity
  trading divisions. Mr. Dadsons activities have been focused on new businesses
  in China. He has been active in the China IT business over the last several
  years and was, prior to joining Digital Village, CEO of a Chinese Education
  Service Provider. Mr. Dadson is also a director of Northport Investments Inc.,
  a Nevada fully reporting blank check company, and Super Energy Investments Corporation(
  OTCBB-SYIV), a Chinese medical products manufacturer. He has served as a director
  of the Company since October 2001.

11

---

**Peng Chen - Director**; Mr. Chen
  is a Chinese citizen and, since March 1998, a Canadian landed immigrant. He
  is an engineering graduate from the University of Ministry of Post and Telecommunications
  and a former Information Technology specialist with China Telecom in Tianjin,
  China. In 1994, he commenced his own business in Tianjin in the freight forwarding
  industry. He has served as a director of the Company since April 2001.

**Jinfeng Hu  Director**;
  Jinfeng Hu is a 1992 graduate from the Tianjin Economic Management College.
  Since then, she has been director of marketing at Tianjin Teda Eastern Group,
  a real estate development organization. She has been a director with Teda Technologies
  International since April 2001.

**Richard Wang - Director**; Richard
  Wang, a Canadian citizen residing in Vancouver, BC, Canada, has founded several
  North American businesses in areas of motion picture productions, OTC medicine
  & health food products distribution and general merchandise export and import.
  He has been involved in all aspects of new product research and development
  in the USA, Canada and Asia, including electronic medical devices, electronic
  security monitoring system, and water-resistant and child-resistant electronic
  lighters, which were approved by Consumer Product Safety Commission of USA.
  Starting from 1998 he has devoted most his time to develop IT business opportunities
  in USA, Canada and Asia. He is also a director of Super Energy Investments Corporation
  (OTCBB  SYIV), a Chinese medical products manufacturer and Northport Investments
  Inc., a Nevada fully reporting blank check company. He has served as a director
  of the Company since April 2001.

**During
  the year ended June 30, 2002, all corporate actions were conducted by unanimous
  written consent of the Board of Directors and no board meetings were held. Directors
  receive no compensation for serving on the Board of Directors, but are reimbursed
  for any out-of-pocket expenses, if any, incurred in attending board meetings.

*Section 16(a) Beneficial Ownership Compliance*

**Section
  16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
  executive officers and directors and persons who own more than 10% of a registered
  class of the Company's equity securities to file with the Securities and Exchange
  Commission initial statements of beneficial ownership, reports of changes in
  ownership and annual reports concerning their ownership of common stock and
  other equity securities of the Company, on Forms 3, 4 and 5 respectively. Executive
  officers, directors and greater than 10% shareholders are required by Commission
  regulations to furnish the Company with copies of all Section 16(a) reports
  they file. To the best of the Company's knowledge (based solely upon a review
  of the Forms 3, 4 and 5 filed), a number of officers, directors and a 10% beneficial
  shareholder failed to file on a timely basis forms 3,4 and 5 as required by
  Section 16(a) of the Securities Exchange Act of 1934, as amended during the
  fiscal year, but such filings are now all current.

ITEM 10. EXECUTIVE COMPENSATION.

**The
  following table sets forth the compensation paid dur ing fiscal years ended
  June 30, 2002 and 2001 to the Companys Chief Executive Officer. No executive
  officer of the Company received compensation in excess of $100,000 for any of
  the two years. Additionally, no executive officer of the Company has been granted
  options to purchase shares of the Companys Common Stock.

|Name           | Position                | Compensation
|-------------- | ----------------------- | ------------
|               |                         |             
|               |                         |             
|Stephen Dadson | Chief Executive Officer | 2002  Nil  
|               |                         |             
|               |                         | 2001  Nil  

12

---

**Neither
  the Company nor any subsidiary maintains or has maintained in the past, any
  employee benefit plans.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT.

**The
  following table sets forth the number of Common Shares of the Company owned
  of record, or to the knowledge of the Company, beneficially, by each Officer
  or Director of the Company and by each person owning five percent or more of
  the Company's outstanding shares, as of June 30, 2002.

|                                                  |  | Total Number |  | Percentage | 
|------------------------------------------------- |  | ------------ |  | ---------- | 
|Name                                              |  | of Shares    |  | Ownership  | 
|                                                  |  |              |  |            | 
|                                                  |  |              |  |            | 
|Tianjin Eastern Shipping Co. Ltd. (2)             |  | 6,000,000    |  | 35.9%      | 
|Zhou Jun                                          |  | 1,000,000    |  | 6.0%       | 
|Richard Wang                                      |  | 1,000,000    |  | 6.0%       | 
|Tianjin Wan Fang Teda Technologies                |  |              |  |            | 
|Development Co. Ltd. (3)                          |  | 3,000,000    |  | 18.0%      | 
|Peng Chen                                         |  | 1,000,000    |  | 6.0%       | 
|Stephen Dadson (1)                                |  | 1,000,000    |  | 6.0%       | 
|Jinfeng Hu                                        |  | 592,000      |  | 3.5%       | 
|All officers and directors as a group (5 persons) |  | 13,592,000   |  | 81.4%      | 

*Note (1) Beneficially held and owned by his spouse Karen
  Dadson.
  Note (2) Tianjin Eastern Shipping Co. Ltd. is 100% owned by Zhou Jun.
  Note (3) Owned 50% each as to Zhou Jun and Peng Chen.*

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

- none -

ITEM 13. EXHIBITS AND REPORTS ON FORM 8K.

*(a)*(1)
  The following is a list of exhibits filed as part of this Annual Report on Form
  10-KSB. Where so indicated by footnote, exhibits which were previously filed
  are incorporated by reference.

|Exhibit Number | Description                                                                                                                           
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                       
|3.1            | Articles of
        Incorporation, incorporated herein by reference from the Companys
        filing onForm 10SB12G on June 21, 2000.
|              
|               |                                                                                                                                       
|3.2            | Bylaws incorporated herein by reference
      from the Companys filing on Form 10SB12G onJune
      21, 2000.                        
|              

Reports on Form 8K during the Quarter ended June 30, 2002:

- none -

13

---

**CERTIFICATION PURSUANT TO**
  **18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO****SECTION 906 OF THE SARBANES -OXLEY ACT OF 2002**

In connection with the Annual Report of Teda
  Technologies International Inc. (the Company) on Form 10-KSB for
  the period ending June 30, 2002, as filed with the Securities and Exchange Commission
  on the date hereof (the Report), I, Stephen Dadson, Chief Executive
  Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

| | (1 | ) | The
        Report fully complies with the requirements of Section 13(a) or 15(d)
        of the SecuritiesExchange Act of 1934; and                                      
| | -- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |  
| |    |   |                                                                                                                                                                           
| | (2 | ) | The
        information contained in the Report fairly presents, in all material respects,
        the financialcondition and result of operations of
        the Company.
| |    |  

/s/ Stephen Dadson__________ 
  Stephen Dadson____________
  Chief Executive Officer
  November 14, 2002

14

---

**CERTIFICATION PURSUANT TO**
  **18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO****SECTION 906 OF THE SARBANES -OXLEY ACT OF 2002**

In connection with the Annual Report of Teda
  Technologies International Inc. (the Company) on Form 10-KSB for
  the period ending June 30, 2002, as filed with the Securities and Exchange Commission
  on the date hereof (the Report), I, Richard Wang, Chief Financial
  Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted
  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

| | (1 | ) | The Report fully
        complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934; and                                              
| | -- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |  
| |    |   |                                                                                                                                                                           
| | (2 | ) | The information
        contained in the Report fairly presents, in all material respects, the
        financialcondition and result of operations of the
        Company.
| |    |  

/s/ Richard Wang__________Richard Wang____________
  Chief Financial Officer
  November 14, 2002

15

---

**SIGNATURES**

In accordance
  with Section 13 or 15(d) of the Exchange Act, the registrant caused this report
  to be signed on its behalf by the undersigned, thereunto duly authorized.

|       |                   | TEDA TECHNOLOGIES INTERNATIONAL, INC.
|------ | ----------------- | -------------------------------------
|       |                   |                                      
|Dated: | November 14, 2002 | By                                   
|       |                   |                                      
|       |                   |                                      
|       |                   |                                      

In accordance with the Securities
  Exchange Act of 1934, this report has been signed below by the following persons
  on behalf of the registrant and in the capacities and on the dates indicated.

|Dated: | November 14, 2002 | By | /s/ Stephen
        Dadson               
|------ | ----------------- | -- | -----------------------------------------
|       |                   |    |                                          
|       |                   |    | Name: Stephen Dadson                     
|       |                   |    | Title: Chief Executive Officer, Director 
|       |                   |    |                                          
|       |                   |    |                                          
|Dated: | November 14, 2002 | By | /s/ Zhou Jun                             
|       |                   |    |                                          
|       |                   |    | Name: Zhou Jun                           
|       |                   |    | Title: Chairman of the Board of Directors
|       |                   |    | President, Director                      
|       |                   |    |                                          
|       |                   |    |                                          
|Dated: | November 14, 2002 | By | /s/ Peng Chen                            
|       |                   |    |                                          
|       |                   |    | Name: Peng Chen                          
|       |                   |    | Title: Secretary, Director               
|       |                   |    |                                          
|       |                   |    |                                          
|Dated: | November 14, 2002 | By | /s/ Richard
        Wang                 
|       |                   |    |                                          
|       |                   |    | Name: Richard Wang                       
|       |                   |    | Title: Director                          
|       |                   |    |                                          
|       |                   |    |                                          
|Dated: | November 14, 2002 | By | /s/ Jinfeng
        Hu                   
|       |                   |    |                                          
|       |                   |    | Name: Jinfeng Hu                         
|       |                   |    | Title: Director                          

16

---