FORM
10-KSB
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

|           |                                                                                                                                                       
|---------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|(Mark One)
|          
|x          | ANNUAL
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
  THE FISCAL YEAR ENDED DECEMBER 31, 2004 OR                     
|           |                                                                                                                                                       
|o          | TRANSITION
  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR
  THE TRANSITION PERIOD FROM ______________ TO ______________

Commission file number:000-29077

|                                                    
|----------------------------------------------------
|TEDA TRAVEL INCORPORATED                            
|(Exact name of small business issuer in its charter)

|                                                                 |  |                                     
|---------------------------------------------------------------- |  | ------------------------------------
|Florida                                                          |  | 65-0963971                          
|(State or other jurisdiction of incorporation or
  organization) |  | (I.R.S. Employer Identification No.)
|                                                                 |  |                                     
|Suite
  2102, Chinachem Century Tower                            |  |                                     
|178
  Gloucester Road, Wanchai, Hong Kong                        |  | N/A                                 
|                                                                 |  |                                     
|(Address of principal executive offices)                         |  | (Zip Code)                          

Issuers telephone number: (011) (852) 2833-2186

Securities Registered Under Section 12(b) of
the Exchange Act:None

Securities Registered Under Section 12(g) of
the Exchange Act:Common Stock, $0.001 par value(Title of class)

Check whether
the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 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 the past 90 days.  Yes x  No o

Check if there
is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of the
Registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB.  o

State
issuers revenues for most recent fiscal year: 
$568,391

The number of
shares of the Registrants common stock, par value $0.001 per share,
outstanding as of , 2005 held by non-affiliates was 5,883,000 shares.  Because of the absence of an established trading market for the common
stock, the issuer is unable to calculate the aggregate market value of the
common equity held by non-affiliates as of a specified date within the past 60
days

As of March 10 , 2005, there
were 24,903,000 shares of the issuers common stock, $.001 par value,
outstanding.

Documents Incorporated by Reference: 
None.

Transitional Small Business Format. Yes o  No x

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NOTE REGARDING FORWARD LOOKING
STATEMENTS

All statements
contained in this Form 10-KSB, other than statements of historical facts, that
address future activities, events or developments are forward-looking
statements, including, but not limited to, statements containing the words
believe, anticipate, expect and words of similar import. These statements
are based on certain assumptions and analyses made by us in light of our
experience and our assessment of historical trends, current conditions and
expected future developments as well as other factors we believe are
appropriate under the circumstances. However, whether actual results will
conform to the expectations and predictions of management is subject to a
number of risks and uncertainties that may cause actual results to differ
materially.

We are also subject to risks
detailed herein or detailed from time to time in the Companys filings with the
United States Securities and Exchange Commission.

Consequently,
all of the forward-looking statements made in this Form 10-KSB are qualified by
these cautionary statements and there can be no assurance that the actual
results anticipated by management will be realized or, even if substantially
realized, that they will have the expected consequences to or effects on our
business operations.

As used in
this Form 10-KSB, unless the context requires otherwise, we or us or the
Company means Teda Travel Incorporated and its subsidiaries.

TABLE OF
CONTENTS

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|-------- | -------------------------------------------------------------------------------------- |  | --------
|         |                                                                                        |  | Page No.
|         |                                                                                        |  |         
|PART I   |                                                                                        |  | 1       
|        
|Item 1.  | Business                                                                               |  |         
|        
|Item 2.  | Properties                                                                             |  |         
|        
|Item 3.  | Legal
  Proceedings                                                                    |  |         
|        
|Item 4.  | Submission
  of Matters to a Vote of Security Holders                                  |  |         
|        
|PART II  |                                                                                        |  | 8       
|        
|Item 5.  | Market for
  Registrants Common Equity and Related Stockholder Matters                |  |         
|        
|Item 6.  | Managements
  Discussion and Analysis of Financial Condition and Results of Operation |  |         
|        
|Item 7.  | Financial
  Statements and Supplementary Data                                          |  |         
|        
|Item 8.  | Changes In
  and Disagreements With Accountants on Accounting and Financial Disclosure |  |         
|        
|Item 8A. | Controls
  and Procedures                                                              |  |         
|        
|PART III |                                                                                        |  | 12      
|        
|Item 9.  | Directors
  and Executive Officers of Registrant                                       |  |         
|        
|Item 10. | Executive
  Compensation                                                               |  |         
|        
|Item 11. | Security
  Ownership of Certain Beneficial Owners and Management                       |  |         
|        
|Item 12. | Certain
  Relationships and Related Transactions                                       |  |         
|        
|PART IV  |                                                                                        |  | 17      
|        
|Item 13. | Exhibits,
  Financial Statement Schedules, and Reports on Form 8-K                     |  |         
|        
|Item 14. | Principal
  Accountant Fees and Services                                               |  |         
|        

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PARTI

ITEM
1.     DESCRIPTION OF BUSINESS.

GENERAL

Teda
Travel Incorporated, a Florida corporation (the Company), is a provider of
management services to hotels and resorts in the Peoples Republic of China.
The Company operates through its three wholly-owned operating subsidiaries,
Teda Hotels Management Company Limited, a British Virgin Islands corporation
(Teda BVI), Teda Hotels Management Limited, a Hong Kong corporation (Teda
Hong Kong) and Teda Beijing Hotel Management Company Limited, a Peoples
Republic of China company as well as Landmark International Hotel Group Limited,
a British Virgin Islands company, which the Company acquired 60% equity
interest in during the year.  The
Company is also an investor in real estate development projects in the Peoples
Republic of China through its 35%-held associate, Tianjin Yide Industrial
Company.

ORGANIZATIONAL BACKGROUND

The
original name of the Company is Gaige Financial Group, Inc. (Gaige). Gaige
was incorporated under the laws of the State of Florida on December 6, 1999.
Gaige began as a shell company conducting virtually no business operations
other than its efforts to seek merger partners or acquisition candidates. Teda
Hong Kong is a wholly-owned subsidiary of Teda BVI. On July 12, 2002, pursuant
to a Stock Purchase Agreement and Share Exchange dated April 27, 2002 between
Gaige and Teda BVI, Gaige acquired all of the outstanding shares of capital
stock of Teda BVI from the Teda BVI shareholders, and the Teda BVI shareholders
and its promoters received an aggregate of 5,000,000 shares of restricted
common stock of Gaige. On July 19, 2002, Gaige changed its name to Teda Travel
Incorporated.

On
October 29, 2004, the Company filed an amendment to its Articles of
Incorporation to cause every 25,000 issued and outstanding shares of common
stock of the Registrant be automatically combined into 1 share of Common Stock
(the Reverse Split). Subject to compliance with Section 607.10025 of the
Florida General Corporation Law, the record date for the Reverse Split was set
at November 1, 2004, such that all persons holding shares of Common Stock on
the Record Date shall have their shares of Common Stock combined applying a
ratio of 25,000 to 1 and that an effective date for the Reverse Split be set on
the date that is 30 days after the Record Date, i.e. November 30 2004. No
fractional shares would be issued

On
December 13, 2004, the Company filed another amendment to its Articles of
Incorporation to cause every 1 issued and outstanding shares of common stock of
the Registrant be automatically split into 25,000 share of Common Stock (the
Forward Split). Subject to compliance with Section 607.10025 of the Florida
General Corporation Law, the record date for the Reverse Split was set at
December 15, 2004, such that all persons holding shares of Common Stock on the
Record Date shall have their shares of Common Stock split applying a ratio of 1
to 25,000 and that an effective date for the Reverse Split be set on the date
that is 10 days after the Record Date, i.e. December 25, 2004. No fractional
shares would be issued

On
January 27, 2005, the Board of Directors of the Company authorized the
distribution of substantially all of the shares of common stock of Teda Travel
Group, Inc. (TTG), a Delaware corporation, it owns to the Companys
shareholders (Stock Distribution).  The record date for the distribution
was January 29, 2005.  The Company has distributed an aggregate of
17,853,300 TTG Shares, such that a shareholder shall receive 0.717 share for
every share of Company common stock held as of the

1

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record date
and that the Company has retained the remaining 278 shares of TTGs common
stock, or approximately 0.001% of its share capital. The Company does not have
any business thereafter.

BUSINESS BACKGROUND

T.E.D.A.
refers to Tianjin Economic and Technological Development Area, a special
economic zone that was created by the Peoples Republic of China in 1984, which
area is located approximately 180 kilometers southeast of Beijing and which has
attracted much foreign investments. More than 3,300 foreign companies, among
which 100 of the Fortune 500 companies, with a total investment exceeding $15
billion do business in this special economic zone. Tianjin is one of the four
municipalities under the direct control of the Central government and is
currently the largest port in Northern PRC. 
Its historical GDP growth rate has been comparable to that of Beijing
and Shanghai vs. the nationwide growth rate of 9.5% in the last few years.

In
2001, a group of Hong Kong hotel professionals, including members of the
current management of the Company, together with Tianjin Teda International
Hotel Development Limited, a corporation owned by the Tianjin provincial
government and formed under the laws of the Peoples Republic of China and a
joint venture partner of the Company (the Companys Joint Venture Partner),
formed Teda BVI for the purpose of establishing a premier nationwide hotel
chain business throughout Asia. The Companys Joint Venture Partner began its
hotel management business in 1997.

CURRENT BUSINESS

The
Company currently engages in two types of businesses: hotel and resort
management and real estate development.

Hotel and Resort Management

The
main business of the Company is providing hotel and resort management
services.  The Company receives monthly
management fees from hotels and resorts under management. The Company is
contracted to manage the following hotel properties in the Peoples Republic of
China:

|Hotel Name                       | Star-rating | Number of rooms
|-------------------------------- | ----------- | ---------------
|Tianjin Teda Hotel
  & Club      | 5-star      | 236            
|Tianjin
  International Club     | 5-star      | 115            
|Kindlion Hotel (Shenzhen)        | 4-star      | 230            
|Urumqi Miramar Hotel             | 5-star      | 338            
|Xian Aurum
  International Hotel | 4-star      | 302            
|Changshan Tiansha
  Hotel        | 5-star      | 217            
|Spring Hotel
  (Beijing)         | 5-star      | 193            
|Hunan Yichang Hotel              | 4-star      | 80             
|Changsha Tianxin
  Court Hotel   | 3-star      | 85             
|Xian Diamond Plaza Hotel         | 4-star      | 339            
|Changsha Shuangtian
  Hotel      | 4-star      | 80             
|Changsha Hengxi Hotel            | 3-star      | 200            
|Dongguan Royal Bay
  Hotel       | 5-star      | 280            

There are a
total of 2,695 rooms in 13 hotels.  Terms
of our management agreements vary, but typically we earn a management fee,
which comprises a base fee, which is a percentage of the gross sales revenues
of the hotel, and an incentive management fee, which is based on the gross
operating profits of the hotel. Such agreements are generally for initial
periods of 2 to 10 years. For hotels that we manage, we are

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responsible for hiring,
training and supervising the managers and employees required to operate the
facilities and for purchasing supplies, for which we generally are reimbursed
by the hotel owners. As of December 31, 2004, the Company received 100%
of its revenues from its management of the above hotel and resort properties. Properties that we manage are regularly upgraded
to maintain their competitiveness. We believe that these ongoing refurbishment
programs are adequate to preserve the competitive position and earning power of
the hotels and properties.

Our
primary objectives are to increase new hotels under our management mainly
through acquisition of hotel management companies in Peoples Republic of
China, renew management contracts and, most importantly, provide quality
service and support to the hotels we manage in a way that enables them to
increase their profitability.

Hotels
under the Companys management mainly cater to business customers and generate
higher revenue during the summer and autumn months because of increased number
of conferences. During longer holidays like the Chinese New Year (around
February each year) and National Celebration Days (October 1), our business
tends to be slower, although we will market for leisure customers at preferred
room rates.  Therefore, any event that
disrupts travel patterns during the summer and autumn periods could have a
material adverse effect on our annual performance and consequently our annual
performance than if such events occurred in other periods.  We cannot predict whether these trends will
continue in the future.

On
November 8, 2004, the Company acquired a 60% equity interest in a hotel
management company known as Landmark International Hotel Group Limited
(Landmark), a company incorporated in British Virgin Islands. Landmark has
therefore become a majority-owned subsidiary of the Company. As of December 31,
2004, Landmark manages a portfolio of 10 hotels which are included as the list
above.

Real
Estate Development

In
January 2002, the Company acquired a 35% equity interest in a real estate joint
venture by the name of Tianjin Yide Industrial Company Limited (formerly
Tianjin Yide Real Estate Company Limited), a Peoples Republic of China
corporation (the Real Estate Joint Venture). 
Through the Real Estate Joint Venture, the Company owns a multi-use
complex featuring 172 apartment units as well as a hotel and clubhouse (the
Complex). The Real Estate Joint Venture has sold 90% of the apartment units
of this Complex.  As of December 31,
2004, it sold 169 apartment units.  The
Company manages the hotel and clubhouse of the Complex.  This hotel is one of the properties managed
by the Company as disclosed above.  In
September 2003, the Real Estate Joint Venture invested approximately $6,500,000
in a new real estate project in Shunyi District, Beijing, Peoples Republic of
China.  This project entails land
acquisition of over 1,155 acres and a subsequent plan to resell part of it and
to establish a luxury chain of apartments and hotels in the area.  See, Item 2, Properties.  In November, 2004, the Real Estate Joint
Venture invested another $1,800,000 in participating in 60% equity interest in
a new hotel-apartment project known as Oriental Garden in Tianjin, Peoples
Republic of China. This project entails a planned total investment of
approximately $21 million with a sellable area of approximately 24,000 sq.m.,
which is expected to complete its construction by end of this year.

Competition

Real
Estate Development

In
January 2002, the Company acquired a 35% equity interest in a real estate joint
venture by the name of Tianjin Yide Industrial Company Limited (formerly
Tianjin Yide Real Estate Company Limited),

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a Peoples Republic of China
corporation (the Real Estate Joint Venture). 
Through the Real Estate Joint Venture, the Company owns a multi-use
complex featuring 172 apartment units as well as a hotel and clubhouse (the
Complex). The Real Estate Joint Venture has sold 90% of the apartment units
of this Complex.  As of December 31,
2004, it sold 169 apartment units.  The
Company manages the hotel and clubhouse of the Complex.  This hotel is one of the properties managed
by the Company as disclosed above.  In
September 2003, the Real Estate Joint Venture invested approximately $6,500,000
in a new real estate project in Shunyi District, Beijing, Peoples Republic of
China.  This project entails land
acquisition of over 1,155 acres and a subsequent plan to resell part of it and
to establish a luxury chain of apartments and hotels in the area.  See, Item 2, Properties.  In November, 2004, the Real Estate Joint
Venture invested another $1,800,000 in participating in 60% equity interest in
a new hotel-apartment project known as Oriental Garden in Tianjin, Peoples
Republic of China. This project entails a planned total investment of approximately
$21 million with a sellable area of approximately 24,000 sq.m., which is
expected to complete its construction by end of this year.

MARKET OVERVIEW

The
travel industry is rapidly growing in China, surpassing the annual GDP growth
by approximately 50%.  According to
Chinas tenth five year plan (2000-2005), the Chinese government expects a 7%
compound annual growth rate of GDP, the actual number for 2004 is over 9.5%,
while the growth in travel industry is about 14%. The growing domestic market
in tourism boosts the growth in the overall travel industry. As middle class
expands, increasing income, more free time and increased freedom of travel
within the country, the dynamics of the tourism infrastructure should evolve.

The
World Travel Organization predicts that China will be the No. 1 global tourism
destination by 2020. According to the China National Tourism Administration,
business tourists currently account for 25% of all inbound arrivals, and this
sector is expected to grow to support the ever-expanding economy. The
consumption of international and domestic business travel in China has reached
$24 billion, a level similar to that of France and Germany.

According
to CEIC Data Company Limited, there are over 4,000 three-star or better hotels
in China, of which 3-star hotels represent the largest segment (approximately
77%). Among such hotels, those having a 5-star ranking are less than 2% of
total star-rated hotels. Guangdong Province is the area where most star-rated hotels
are concentrated.  With the growth in
domestic wealth and the coming 2008 Olympic Games to be held in Beijing, the
demand for hotel rooms is expected to surge.

In
addition, many industry analysts are bullish on the long term prospects of real
estate prices in China. Beijing, the capital city, is undergoing major
expansion in properties in preparation for the 2008 Olympic Games and in
anticipation of an influx of corporate headquarters.  In China, most of the planned real estate construction projects
must be finalized or be in the final stages by 2006, as the government has
banned construction cranes in Beijings town centre from 2007 to avoid marring
the skyline during the Olympics. As a result, the growth in supply of real
properties has been larger than in prior years.

COMPETITION

We
encounter strong competition in the hotel management business. There are about 160 hotel management
companies in China, and totally they manage about a total of 1,000 hotels.  These
operators are primarily private management firms, but also include several
large global chains that operate their own hotels and also franchise their
brands, mostly in the upper-tier market. On the other hand, according to the Hotel Benchmark Survey by Deloitte,
only about 10% of hotel supply in China is branded, and most of such branded
hotels sit within the first class and deluxe segment of the industry. Such
segment is also highly fragmented with hotel management companies which are
active in their own city or province

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only, with very limited
capability to solicit contracts outside their city or province. We believe that
chain affiliation will increase as local economies grow, as brand awareness is high in China and hotel
owners seek the economies of centralized reservation systems and marketing
programs. Management contracts are typically long-term in nature, but most
allow the hotel owner to replace the management firm if certain financial or
performance criteria are not met.

China
has been a major boost in the improved economic performance in Asia, and many
global hotel companies strive to establish a strong presence in the country.
However, they are mostly geared towards the upper-end of the market, serving
foreign travelers. Whilst the Company addresses the importance of the TEDA
brand to domestic guests who look for services more geared towards their needs,
we are filling the market segment that such global brands find more difficult
to pry into.

With
respect to our real estate development business, competition for successful
real estate developments in China is severe at both local and foreign levels,
and success often depends on having suitable connections to secure preferred
locations.  The Company believes that it
can successfully compete in this area because of the following factors:

|  |  |                                                                                                   
|- |  | --------------------------------------------------------------------------------------------------
| |  | The ability to provide
  quality services and a reasonable price;                                 
|  |  |                                                                                                   
| |  | The ability to provide
  value-added services such as spa, meeting facilities and club facilities;
|  |  |                                                                                                   
| |  | Location of hotels and
  properties;                                                              
|  |  |                                                                                                   
| |  | Market presence; and                                                                              
|  |  |                                                                                                   
| |  | The trustworthiness of the
  TEDA brand name.                                                     

ENVIRONMENTAL REGULATIONS

The
Companys operations are subject to various environmental regulations. The
costs of compliance with said regulations have not been material in the past
and are not anticipated to be material in the future.

EMPLOYEES

As
of December 31, 2004, the Company and its subsidiaries employed thirteen
full-time employees. Relationships with our employees are good.

ITEM
2.     DESCRIPTION OF PROPERTIES

The
Companys principal place of business is located at Suite 2102, Chinachem
Century Tower, 178 Gloucester Road, Wanchai, Hong Kong.  The office premises occupies approximately
1,300 square feet, and is leased through a related corporation for a term of
two years commencing on November 21, 2003 for an average monthly lease rental
of $2,325.

The
Company does not directly own any real estate. 
However, in January 2002, the Company acquired a 35% equity interest in a
real estate joint venture by the name of Tianjin Yide Industrial Company
Limited (formerly Tianjin Yide Real Estate Company Limited), a Peoples
Republic of China corporation (the Real Estate Joint Venture). The Companys
co-venturer is a real estate developer by the name of Tianjin Teda
International Hotels Development Company Limited, a corporation owned by the

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Tianjin provincial
government and formed under the laws of the Peoples Republic of China (the
Companys Joint Venture Partner). 
Through the Real Estate Joint Venture, the Company owns a multi-use
complex (the Real Estate Complex) located at No. 7-2 Fukang Road in the
prestigious Nankai District of Tianjin in the Peoples Republic of China. The
Companys Joint Venture Partner developed the Real Estate Complex and completed
construction during the third quarter of 2003. The Real Estate Complex features
172 apartment units totaling approximately 31,200 square meters, as well as a
hotel and clubhouse totaling approximately 30,100 square meters.  The Real Estate Joint Venture plans to sell
all of the apartment units of the Real Estate Complex, and as of December 31,
2004, it sold 169 of the 172  apartment
units.  Purchasers of the apartment
units typically make a 30% down payment upon signing of the sales agreement and
typically obtain a bank mortgage for the balance of the purchase price. The
Company manages the hotel and clubhouse of the Real Estate Complex, which the
Real Estate Joint Venture plans to retain as a long-term investment. The hotel
and clubhouse has experienced an occupancy rate of approximately 60 to 70%
during the current fiscal year.  During
2003, the Real Estate Joint Venture has invested approximately $6,500,000, in
return of 15% equity interest, in a new venture which will redevelop 1,155 acre
parcel of land in Shunyi District, Beijing, Peoples Republic of China. The
investment is principally funded by short term loan made with financial
institutions by the Joint Venture itself. The parcel of land will be partly
sold and partly developed into a grand villa, hotel and golf course, with a
total investment of over $55 million. 
The planning and design of the project is in its final stage and it will
seek approval from the State Planning Committee after all such planning work is
completed. . In November, 2004, the Real Estate Joint Venture invested another
$1,800,000 in participating in 60% equity interest in a new hotel-apartment
project known as Oriental Garden in Tianjin, Peoples Republic of China. This
project entails a planned total investment of approximately $21 million with a
sellable area of approximately 24,000 sq.m., which is expected to complete its
construction by end of this year.

Two
of the three members of the board of directors of the Real Estate Joint Venture
are Zhi Ying Chang, the Chairwoman of the Board of the Company, and Godfrey
Chin Tong Hui, a Director and the Chief Executive Officer of the Company.

Zhi
Ying Chang, the Chairwoman of the Company, is also the General Manager of the
Companys Joint Venture Partner and as such is responsible for the day-to-day
management of, and business development for, the Companys Joint Venture
Partner. The Companys Joint Venture Partner is the beneficial owner of 4.8% of
the Company.  See, Item 11, Security
Ownership of Certain Beneficial Owners and Management.

With
respect to the apartment units of the Real Estate Complex, none of them are
subject to any liens, mortgages or other encumbrances until they are sold.  With respect to the hotel and clubhouse of
the Real Estate Complex, the Real Estate Joint Venture has a 50-year leasehold
interest, free of any liens, mortgages or other encumbrances.  The Real Estate Joint Venture does not have
any present intention of raising funds through any encumbrances on the Real
Estate Complex.  In the opinion of the
management of the Company, the Real Estate Complex is adequately covered by
insurance.

With
respect to the sale of the unsold apartment units and use of the hotel and
clubhouse of the Real Estate Complex, the Real Estate Joint Venture is facing
increasing competition as more apartments and hotels of international standards
are built in Tianjin.  However, the
Company believes that the Real Estate Joint Ventures properties will remain competitive
because of the desirable location and facilities of the Real Estate Complex.

With
the exception of the new venture in Shunyi District and Oriental Garden
described above, the Company does not have any current plans to make any
material additional real estate investments, through the Real Estate Joint
Venture or otherwise. We are also not aware of any intention of the Real Estate
Joint Venture to make any material additional real estate investments.  However, the Company

6

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would likely consider
entering into additional real estate joint ventures and/or other real estate
investments if suitable opportunities arose in the future and the Company has
adequate resources to make such investments. 
With respect to its real estate investments, the Company has not placed
any limitations on the percentage of assets that it may invest in any one
investment, the types of investments that it may make or the manner in which it
may operate or finance investments. This investment policy may be changed by
the Board of Directors without a vote of the Companys security holders. The
Companys real estate investment policy is to acquire assets for both capital
gain and income, as determined by the Board of Directors of the Company, from
time to time, in its discretion.

The
Joint Venture is subject to customary business tax and income tax for both
services fees received and that of property sale proceeds received in the
Peoples Republic of China.

ITEM
3.     LEGAL PROCEEDINGS

To
the best of the  Companys  knowledge, 
during the past five  years, none
of the following  occurred with respect
to a present or former  director or
executive  officer  of the 
Company:  (1) any  bankruptcy 
petition  filed by or against
any  business of which such  person was a general  partner or 
executive officer  either at the
time of the  bankruptcy or within two
years prior to that time; (2) any conviction in a criminal  proceeding or being subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) being  subject to any order,  judgment 
or decree,  not  subsequently  reversed, suspended or vacated, of any court of any competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business,  securities or banking activities;  and (4) being found by a  court 
of  competent  jurisdiction  (in a  civil  action), 
the SEC or the Commodities 
Futures  Trading  Commission 
to have  violated  a federal or state securities or commodities
law, and the judgment has not been reversed, suspended or vacated.

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

None

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PART II

ITEM
5.     MARKET FOR REGISTRANTS COMMON
EQUITY AND RELATED STOCKHOLDER  MATTERS

At
the present time, there is no trading market for the Companys common stock.

As
of December 31, 2004, there were 67 holders of record of the Companys common
stock.

The
Company has not paid any cash dividends on its common stock since its
inception. The Company presently intends to retain future earnings, if any, to
finance the expansion of its business and does not anticipate that any cash
dividends will be paid in the foreseeable future. Future dividend policy will depend
on the Companys earnings, capital requirements, expansion plans, financial
condition and other relevant factors.

The
Company does not have any equity compensation plans as of December 31, 2004.

ITEM
6.     MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND  RESULTS OF
OPERATION

CAUTIONARY STATEMENTS

The
following discussion and analysis should be read in conjunction with the
Companys Consolidated Financial Statements and the Notes thereto included in
Part II, Item 7 of this Report. All amounts are expressed in U.S. dollars.

The
following discussion regarding the Company and its business and operations
contains forward-looking statements within the meaning of Private Securities
Litigation Reform Act 1995. These statements consist of any statement other
than a recitation of historical fact and can be identified by the use of
forward-looking terminology such as may, expect, anticipate, estimate
or continue or the negative thereof or other variations thereon or comparable
terminology. The reader is cautioned that all forward-looking statements are
necessarily speculative and there are certain risks and uncertainties that
could cause actual events or results to differ materially from those referred
to in such forward looking statements, including the risk factors discussed in
this Report.  The Company does not have
a policy of updating or revising forward-looking statements and thus it should
not be assumed that silence by management of the Company over time means that
actual events are bearing out as estimated in such forward looking statements.

OVERVIEW

The
Company, formerly known Gaige Financial Group, Inc., is a Florida corporation
incorporated on December 6, 1999. Effective July 12, 2002, the Company issued
5,000,000 shares of its common stock to the shareholders of Teda BVI, in
exchange for all of the shares of capital stock of Teda BVI.

Prior
to the merger, the Company had no material operations. The merger was accounted
for as a recapitalization of Teda BVI, as the shareholders of Teda BVI acquired
capital stock of the Company in a reverse acquisition. Accordingly, the assets
and liabilities of Teda BVI were recorded at historical cost, and the shares of
common stock issued by the Company were reflected in the consolidated financial
statements with retroactive effect, as if the Company had been the parent
company from inception.

8

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On
October 29, 2004, the Company filed an amendment to its Articles of
Incorporation to cause every 25,000 issued and outstanding shares of common
stock of the Registrant be automatically combined into 1 share of Common Stock
(the Reverse Split). Subject to compliance with Section 607.10025 of the
Florida General Corporation Law, the record date for the Reverse Split was set
at November 1, 2004, such that all persons holding shares of Common Stock on
the Record Date shall have their shares of Common Stock combined applying a
ratio of 25,000 to 1 and that an effective date for the Reverse Split be set on
the date that is 30 days after the Record Date, i.e. November 30 2004. No
fractional shares would be issued

On
December 13, 2004, the Company filed another amendment to its Articles of
Incorporation to cause every 1 issued and outstanding shares of common stock of
the Registrant be automatically split into 25,000 share of Common Stock (the
Forward Split). Subject to compliance with Section 607.10025 of the Florida
General Corporation Law, the record date for the Reverse Split was set at
December 15, 2004, such that all persons holding shares of Common Stock on the
Record Date shall have their shares of Common Stock split applying a ratio of 1
to 25,000 and that an effective date for the Reverse Split be set on the date
that is 10 days after the Record Date, i.e. December 25, 2004. No fractional
shares would be issued

On
January 27, 2005, the Board of Directors of the Company authorized the
distribution of substantially all of the shares of common stock of Teda Travel
Group, Inc. (TTG), a Delaware corporation, it owns to the Companys
shareholders (Stock Distribution).  The record date for the distribution
was January 29, 2005.  The Company has distributed an aggregate of
17,853,300 TTG Shares, such that a shareholder shall receive 0.717 share for
every share of Company common stock held as of the record date and that the
Company has retained the remaining 278 shares of TTG Common stock.

The
Company primarily earns its revenues through the provision of management services,
including training and consulting services, to hotels and resorts in the
Peoples Republic of China through its two wholly-owned operating subsidiaries,
Teda BVI and Teda Hong Kong. See Item 1, Business.

Revenues
derived from the Companys provision of management services to hotels and
resorts include management fees and incentive fees from the properties that it
manages, pursuant to the terms and conditions of its management contracts.
Three of the hotels and resorts are managed under a ten-year management
contract, commencing on September 2000. 
As of December 31, 2004, the Company manages 13 hotels and properties,
encompassing an aggregate of 2,695 rooms located throughout China. See,
Item 1, Business.

Under
its management contracts with each of the hotel and resort properties, the
Company is responsible for the supervision and day-to-day operations of the
property in exchange for a basic management fee based on gross revenues.  In addition, the Company may also earn an incentive
fee based upon net operating profits of the property managed.

CONSOLIDATED RESULTS OF
OPERATIONS

Comparing Fiscal Years Ended
December 31, 2004 and 2003:

Revenue.  Revenues for the fiscal year ended December
31, 2004 were $568,391 as compared to revenues of $396,794 for the fiscal year
ended December 31, 2003, an increase of $171,597, or 43%.The increase was mainly due
to combination of results of the revenue of a newly-acquired subsidiary since
November 8, 2004, in addition to the fact that our managed hotels record
improved results in the year. Tianjin International Club and Tianjin Teda Hotel
& Club recorded a 44.3% increase and 8.2% increase in gross revenue when
compared to 2003, thus increasing the management fee for the year.

9

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During
the fiscal years ended December 31, 2004 and 2003, the Company received
$461,324 and $204,420, which amounts accounted for 81% and 52% of revenues,
respectively, from two properties managed by the Company that are owned by the
Companys Joint Venture Partner.

Loss
from Operations.
 The Company recorded a loss of $5,750,821 from operations for the fiscal
year ended December 31, 2004 as compared to a loss of $91,639 in the fiscal
year ended December 31, 2003.  The increase in loss from operations is due
largely to the non-recurring cost of stock issued for past services to the CEO of the
Company and for services to consultants that amounted to $5,646,365 and an
additional $2,785,721 principally related to the share exchange transaction which closed on March 12, 2004, which is
partially offset by growth in revenues from the property management business

Other
income. The Company recorded equity loss of the Real Estate Joint Venture of
$792,815 for the fiscal year ended December 31, 2004 as compared to an equity
earnings of $51,408 for the fiscal year ended December 31, 2003.  The results are mainly contributed to the
fact that most apartments were already sold in 2003 and additional interest
costs borne by the affiliate to engage in new projects as explained in
aforementioned sections.

Net
Loss. The Company had a net loss for the fiscal year ended December 31, 2004 of
$9,697,474 as compared to net loss of $189,748 for the fiscal year ended
December 31, 2003, an increase of $9,507,726. The increase in net loss from
Operations reflected the non-recurring cost of stock issued for services
that amounted to $8,432,086,
which is partially offset by growth in revenues from the property decrease in revenues generated from property
management operations, and expenses incurred in relation to business
development in the Peoples Republic of China.

CONSOLIDATED FINANCIAL
CONDITION

Liquidity
and Capital Resources.

The
principal sources of cash of the Company have been:

-     Receipts
of management fee income from the hotels it manages
          -     Loans
from shareholders
          -     Proceeds
from issuance of stock

We
do not have any credit facilities with financial institutions and do not
foresee arranging one in the immediate future. The status of the capital
markets can be volatile and any changes in capital market conditions may have
adverse impact on our ability to execute our announced growth plans. Therefore,
we expect that a majority of our financing and liquidity needs will continue to
be met through access to loans from our major shareholders and receipts of
property management fees in the near term.

Operations.
For the fiscal year ended December 31, 2004, the Groups operations utilized
resources of $221,563, as compared to generating $48,214 for the fiscal year
ended December 31, 2003.

Investing.
We continually seek opportunities to enter new markets, increase market share
or broaden service offerings through acquisitions. During the fiscal years
ended December 31, 2004 and 2003, additions to property, plant and equipment
aggregated $214,477 and $8,789, respectively. The Company has no significant
capital expenditure commitments outstanding at December 31, 2004.

10

---



Financing.
During the fiscal year ended December 31, 2004, we arranged loans amounted to
$427,597 from our principal shareholder, Magnolia Group Holdings Limited, to
finance our working capital needs. Other than that, the changes in financing
activities are not material when comparing to that of 2003.

The
Company does not foresee a major outlay for capital expenditures and other
reasonably likely cash requirements apart from those arising from its
day-to-day operations. Fluctuations in the values of hotel real estate
generally have little impact on the overall results of our business because (1)
we do not own the hotels that we manage; (2) management fees are generally
based upon hotel revenues and profits versus current hotel property values; and
(3) our management agreements generally do not terminate upon hotel sale. We
are essentially a debt-free company and therefore have no financial
obligations, except from loans from our major shareholder which is renewable on
an annual basis.

FINANCIAL OUTLOOK  & GOING CONCERN

As
of December  31,  2004, 
the Company is reliant  upon the
cash flows from its operations and advances from its major shareholder.  The Company does not have any other material
external sources of liquidity. The action presently being taken to merge the
Company and obtain additional funding provides the opportunity for the Company
to continue as a going concern.

The  Companys 
independent  accountants  have expressed  substantial  doubt about the
Companys ability to continue as a going concern. The accompanying  consolidated  financial statements have been prepared assuming that the Company
will continue as a going concern, 
which  contemplates the  realization 
of assets and the  satisfaction  of 
liabilities in the normal course of business.  The carrying amounts of assets and liabilities presented in the
consolidated financial statements do not purport to represent the realizable or
settlement  values, and do not include
any adjustments that might result from the outcome of this uncertainty.

MATERIAL SUBSEQUENT EVENT

On
January 27, 2005, the Board of Directors of the Company authorized the
distribution of substantially all of the shares of common stock of Teda Travel
Group, Inc. (TTG), a Delaware corporation, it owns to the Companys
shareholders (Stock Distribution).  The record date for the distribution
was January 29, 2005.  The Company has distributed an aggregate of
17,853,300 TTG Shares, such that a shareholder shall receive 0.717 share for
every share of Company common stock held as of the record date and that the
Company has retained the remaining 278 shares of TTG Common stock.

OFF BALANCE SHEET
ARRANGEMENTS

We
do not have any off balance sheet arrangements.

ITEM
7.     FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.

The
financial statements are attached at the end of this document.

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

None

11

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ITEM
8A.     CONTROLS AND PROCEDURES

We carried out an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the period covered by this report.  The
evaluation was undertaken in consultation with our accounting personnel.  Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective to ensure that information required to be
disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commissions rules and
forms.

There
were no significant changes in our internal controls or in other factors that
could significantly affect internal controls subsequent to the date of their
evaluation.

PART III

ITEM
9.     DIRECTORS AND EXECUTIVE OFFICERS
OF REGISTRANT.

The
following table sets forth the names, ages and positions held with respect to
each Director and Executive Officer of the Company.

|                      |  |     |  |                                       
|--------------------- |  | --- |  | --------------------------------------
|Name                  |  | Age |  | Position                              
|                      |  |     |  |                                       
|Zhi Ying Chang        |  | 50  |  | Chairwoman of the Board               
|                      |  |     |  |                                       
|Godfrey Chin Tong Hui |  | 44  |  | Director and Chief
  Executive Officer
|                      |  |     |  |                                       
|Hon Ming Wong         |  | 34  |  | Director and Chief
  Financial Officer

DIRECTORS AND OFFICERS

Zhi Ying
Chang has been the Chairwoman of the Board of the Company since
April 2002. Ms. Chang, along with the Chief Executive Officer of the Company,
Godfrey Chin Tong Hui, also serves as the Group General Manager of Tianjin Teda
International Hotel Development Limited, a corporation owned by the Tianjin
provincial government and formed under the laws of the Peoples Republic of
China and a joint venture partner of the Company (the Companys Joint Venture
Partner), where she has been responsible for day-to-day management and business
development since 1998. The Companys Joint Venture Partner owns 65% of a real
estate joint venture with the Company by the name of Tianjin Yide Industrial
Company Limited (formerly Tianjin Yide Real Estate Company Limited), a Peoples
Republic of China corporation (the Real Estate Joint Venture). See,
Item 2, Properties, and Item 12, Certain Relationships and Related
Transactions. In addition, the Companys Joint Venture Partner is the
beneficial owner of 4.8% of the Companys outstanding common stock. See,
Item 11, Security Ownership of Certain Beneficial Owners and Management. Ms.
Chang also serves as a member of the Board of Directors of the Real Estate
Joint Venture. In addition, Ms. Chang currently serves as counselor for both
the Tourism Association of China and the Tourism Association of Tianjin, China.
Ms. Chang has a background in engineering and utilized that background on
behalf of the Tianjin Economic and Technological Development Area (TEDA). See,
Item 1, Business. Beginning in 1986, Ms. Chang was responsible for all
utility plants and supplies in TEDA until 1993, when she transferred to head
the hotel division of TEDA. Ms. Chang holds a Masters Degree in Business
Administration from the State University of Singapore.

12

---



Godfrey Chin
Tong Hui has been a Director and the Chief Executive Officer of the
Company since April 2002. Prior to this time, beginning in March 2000, Mr. Hui
worked to establish Teda Hotels Management Limited, a Hong Kong corporation
which is now one of the two wholly-owned operating subsidiaries of the Company.
See,Item 1, Business. Mr. Hui, along with the Chairwoman of the
Company, Zhi Ying Chang, also serves as a member of the Board of Directors of
the Real Estate Joint Venture. See, Item 2, Properties. Mr. Hui began
his career in the hotel industry in 1985 and has worked for several
international and regional hotel groups, becoming one of the top hotel
professionals in the Greater China Area. From November 1998 through March 2000,
Mr. Hui was responsible for management and financial issues at Hopewell
Holdings Limited, where he worked in various capacities, including Director of
Operations, Finance and Development of the Hotel Division, Executive Assistant
to the Chairman, Chairman of the Executive Committee, Group Financial
Controller and Executive Director of the Hopewell Hospitality Company Limited.
From June 1993 through November 1998, Mr. Hui was involved in hotel management
for Mega Hotels Management Limited, where he served as Director of Finance,
Development and Operations. Mr. Hui holds a Bachelors Degree in Business
Management and a Masters Degree in Finance and Investment.

Hon Ming
Wong has been a Director and Chief Financial Officer of the Company
since November 2003. Mr. Wong obtained a bachelor degree in Accountancy in 1992
and a MBA in 1999, he is also a Certified Public Accountant in Hong Kong and is
a member with the Association of Chartered Certified Accountants and the Hong
Kong Society of Accountants. He worked in Ernst & Young and Price
Waterhouse from 1992 to 1997. Prior to joining the Group, he was Controller of
companies  in the telecom industry, one
of which is listed on the OTC Bulletin Board since 2002, and the other operates
in China with an asset base of over $50M and 7 regional offices, thus has
accumulated a wealth of knowledge in auditing, financial reporting and
analysis.

The
directors named above will serve until the next annual meeting of our
stockholders or until their successors are duly elected and have qualified.
Directors will be elected for one-year terms at the annual stockholders
meeting. Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently exists.
There is no arrangement or understanding between any of our directors or
officers and any other person pursuant to which any director or officer was or
is to be selected as a director or officer, and there is no arrangement, plan
or understanding as to whether non-management stockholders will exercise their
voting rights to continue to elect the current board of directors. There are
also no arrangements, agreements or understandings between non-management
stockholders that may directly or indirectly participate in or influence the
management of our affairs.

There
is no family relationship among any of our directors and executive officers.

COMPLIANCE WITH SECTION
16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

The
Securities and Exchange Commission has implemented a rule that requires
companies to disclose information with respect to reports that are required to
be filed pursuant to Section 16 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), by directors, officers and 10% shareholders of
each company, if any of those reports are not filed timely. To the Companys
knowledge, based solely on a review of the copies of the reports furnished to
the Company, (a) each of the Companys directors, officers or 10% shareholders
have failed to file a Form 3, Initial Statement of Beneficial Ownership of
Securities, on a timely basis and (b) Magnolia Group Holdings Limited, a
corporation registered in the British Virgin Islands and the owner of 8,710,000
shares of the Companys common stock or 59.5% of the Company (Magnolia), has
failed to file a Form 4, Statement of Changes of

13

---



Beneficial Ownership of
Securities, on a timely basis. The Company is currently assisting its
directors, officers and 10% shareholders to become current in their respective
required Section 16 filings.

AUDIT COMMITTEE FUNCTIONS

Our
board of directors does not have a standing 
audit  committee  and our board as a whole performs all audit
committee functions,  including
oversight of our independent registered public accountants and oversight of our
management on matters  relating to
accounting,  financial  reporting and disclosure,  internal controls and compliance with
laws,  regulations and corporate
policies.  None of the members of the
board of  directors  is 
independent  as defined  under the rules of the Nasdaq Stock Market.
The board of directors has determined that Mr. Wong qualifies as an audit  committee 
financial  expert as defined by
the SEC.

ITEM
10.     EXECUTIVE COMPENSATION.

The
following table summarizes all compensation paid by the Company in each of the
last three fiscal years to the Companys Chief Executive Officer.  None of the Companys other executive
officers currently serving as such had annual compensation exceeded $100,000
(U.S.) in any of the last three fiscal years.

|                                |  |                                    |  |              |  |       |  |       |        |         |  |  |       |          
|------------------------------- |  | ---------------------------------- |  | ------------ |  | ----- |  | ----- | ------ | ------- |  |  | ----- | ---------
|                                |  |                                    |  |              |  |       |  |       |        |         |  |  |       | Long Term
|                                |  | Annual Compensation (all in $U.S.) |  | Compensation
|                                |  |                                    |  |             
|Name
  and Principal
  Position |  | Year                               |  | Salary       |  | Bonus |  | Other |        | Pension
|                                |  |                                    |  |              |  |       |  |       |        |        
|Godfrey Chin Tong Hui,          |  | 2004                               |  | 76,923       |  | 6,410 |  |       | 14,384 | (1)     |  |  | 1,667 | (2)      
|Chief Executive Officer         |  | 2003                               |  | 76,923       |  | 6,410 |  |       | 14,384 |         |  |  | 1,667 | (2)      
|                                |  | 2002                               |  | 76,923       |  | 6,410 |  |       | 11,538 |         |  |  | 1,667 | (2)      

|    |                                                                                                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------------
|(1) | This amount was paid by
  the Company as a tax allowance for personal income taxes paid by Mr. Chin
  Tong Hui for the tax year 2004.
|    |                                                                                                                                      
|(2) | This amount was
  contributed by the Company into a mandatory pension fund to the benefit of
  the individual                        

14

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

The
following table sets forth, as of the close of business on March 10, 2005, (a)
the name of, and the number of shares beneficially owned by, each person known
by the Company to be the beneficial owner of more than 5% of the Companys
Common Stock, and (b) the number of shares of Common Stock owned by each
executive officer and director and all executive officers and directors as a
group, together with their respective percentage holdings of such shares:

|                                            |  |                      |  |                |       
|------------------------------------------- |  | -------------------- |  | -------------- | ------
|                                            |  |                      |  | PERCENT OF     |       
|                                            |  | AMOUNT OF BENEFICIAL |  | CLASS OF STOCK |       
|NAME
  AND ADDRESS
  OF BENEFICIAL OWNER(1) |  | OWNERSHIP            |  | OUTSTANDING    |       
|                                            |  |                      |  |                |       
|Zhi Ying Chang                              |  |                      |  | 0              | (2)   
|                                            |  |                      |  |                |       
|Godfrey Hui Chin Tong                       |  |                      |  | 17,623,000     | (3)   
|                                            |  |                      |  |                |       
|Hon Ming Wong                               |  |                      |  | 200,000        | (1)   
|                                            |  |                      |  |                |       
|All Officers and Directors                  |  |                      |  |                |       
|as a Group (three persons)                  |  |                      |  | 17,923,000     | (2)(3)
|                                            |  |                      |  |                |       
|Magnolia Group Holdings
  Limited(4)        |  |                      |  | 8,710,000      | (3)   
|                                            |  |                      |  |                |       
|Teda Hotel Management Pte
  Limited(2)      |  |                      |  | 1,197,000      | (2)   

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The address of the
  directors and officers of the Company listed above, as well as the address
  for shareholder Teda Hotel Management Pte Limited, is Suite 2102, Chinachem
  Century Tower, 178 Gloucester Road, Wanchai, Hong Kong.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(2) | Zhi Ying Chang, the
  Chairwoman of the Board of the Company, also serves as the Group General
  Manager of Tianjin Teda International Hotel Development Limited, a
  corporation owned by the Tianjin provincial government and formed under the
  laws of the Peoples Republic of China and a joint venture partner of the
  Company (the Companys Joint Venture Partner). See Item 2, Properties,
  Item 9 Directors and Executive Officers and Item 12, Certain Relationships
  and Related Transactions. The Companys Joint Venture Partner owns 100% of a
  holding company, Teda Hotel Management Pte Limited, a Singapore corporation
  (the Companys Joint Venture Partner Holding Company), this in turn is the
  record owner of 1,197,000 shares of the Companys common stock, or 4.8% of
  the Company. The Companys Joint Venture Partner Holding Company disclaims
  any beneficial interest in the 1,197,000 shares owned of record by it and
  holds the shares beneficially for the Companys Joint Venture Partner. Ms.
  Chang, as the Group General Manager of the Companys Joint Venture Partner,
  might be deemed to control the Companys Joint Venture Partner and the
  1,197,000 shares, or 4.8% of the Company, beneficially owned by the Companys
  Joint Venture Partner.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(3) | Godfrey Chin Tong Hui, a
  Director and the Chief Executive Officer of the Company owns 100% of the
  issued and outstanding common stock of his personal holding company, New
  Nature Development Limited (New Nature), which in turn is the record owner
  of 513,000 shares of the Companys common stock, or 2.1% of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

15

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Mr. Hui also owns 1% of
  the issued and outstanding shares of, and is a director of, Magnolia Group
  Holdings Limited (Magnolia). 
  Magnolia owns 8,710,000 shares of the Companys common stock, or 35.0%
  of the Company, of which 1,710,000 shares of the Companys common stock was
  derived a result of the reverse merger of the Company with Teda Hotels
  Management Company Limited in July 2002, and conversion of a Convertible
  Promissory Note on March 18, 2004. See Item 1, Business..  Because Mr. Hui is a director of Magnolia,
  he might be deemed to have or share investment control over Magnolias
  portfolio.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(4) | The address of Magnolia
  Group Holdings Limited is Unit 1602, Malaysia Building, 50 Gloucester Road,
  Wanchai, Hong Kong.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

ITEM
12.     CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS.

In
January 2002, the Company acquired a 35% interest in a real estate joint
venture by the name of Tianjin Yide Industrial Company Limited (formerly
Tianjin Yide Real Estate Company Limited), a Peoples Republic of China
corporation (the Real Estate Joint Venture). The Companys joint venture
partner is Tianjin Teda International Hotels Development Company Limited, a
corporation owned by the Tianjin provincial government and formed under the
laws of the Peoples Republic of China (the Companys Joint Venture Partner),
which joint venture partner is the beneficial owner of 4.8% of the
Company.  The Companys share of loss
for 2004 from the Real Estate Joint Venture was $792,815.

During
each of the fiscal years ended December 31, 2004 the Company paid $30,769  to New Nature Development Limited (New
Nature) for hotel management consulting services. Godfrey Chin Tong Hui, a
Director and the Chief Executive Officer of the Company, is the controlling
shareholder of New Nature.

Godfrey
Chin Tong Hui, a Director and the Chief Executive Officer of the Company owns
100% of the issued and outstanding common stock of New Nature Development
Limited (New Nature). New Nature owns 513,000 shares of the Companys common
stock, or 2.1% of the Company, as a result of the reverse merger of the Company
with Teda BVI in July 2002.  Mr. Hui
also owns 1% of the issued and outstanding shares of, and is a director of,
Magnolia Group Holdings Limited (Magnolia). Magnolia owns 8,710,000 shares of
the Companys common stock, or 35.0% of the Company, as a result of the reverse
merger of the Company with Teda Hotels Management Company Limited in July 2002
as well as conversion of a Convertible Promissory Note on March 18, 2004.

During
the year ended December 31, 2004 the Company received management revenue of
$461,324 from two properties it manages that are owned by its shareholders.

During
the years ended December 31, 2004 the Company paid rent of $ 19,582 for office
space leased from a director and a stockholder.

SUBSEQUENT EVENTS

On
January 27, 2005, the Board of Directors of the Company authorized the
distribution of substantially all of the shares of common stock of Teda Travel
Group, Inc. (TTG), a Delaware corporation, it owns to the Companys
shareholders (Stock Distribution).  The record date for the distribution
was January 29, 2005.  The Company has distributed an aggregate of
17,853,300 TTG Shares, such that a shareholder shall receive 0.717 share for
every share of Company common stock held as of the record date and that the
Company has retained the remaining 278 shares of TTG Common stock, representing
lower than 0.1% equity ownership. The Company has no business itself
thereafter.

16

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PART IV

ITEM
13.     EXHIBITS, FINANCIAL STATEMENT
SCHEDULES, AND REPORTS ON FORM 8-K.

| |     |                                                  
| | --- | -------------------------------------------------
| | (a) | Exhibits and Financial
  Statements and Schedules
| |     |                                                  
| |     | (1)                                              
| |     |                                                  
| |     | (2)                                              
| |     |                                                  
| | (b) | Reports on Form 8-K                              

| |     |                                                                                                                                                                       
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | The Company reported a
  change in the certifying accountant of the Company on a Form 8-K filed with
  the SEC on January 28, 2004;                                   
| |     |                                                                                                                                                                       
| | (2) | The Company reported acquisition
  and disposition of assets on a Form 8-K filed with the SEC on March 19, 2004;                                                      
| |     |                                                                                                                                                                       
| | (3) | The Company reported
  amendment to its Articles of Incorporation on a Form 8-K filed with the SEC
  on October 14, 2004;                                             
| |     |                                                                                                                                                                       
| | (4) | The Company filed an
  amendment to its Form 8-K to the SEC regarding amendment to its Articles of
  Incorporation on October 29, 2004;                               
| |     |                                                                                                                                                                       
| | (5) | On February 8, 2005, the
  Company reported Unregistered sales of Equity Securities and Modification to
  Rights of Security Holders on a Form 8-K filed with the SEC.

ITEM
14.     PRINCIPAL ACCOUNTANT FEES AND
SERVICES.

AUDIT
FEES

The
aggregate fees billed for each of Fiscal Year 2003 and Fiscal Year 2004 for
professional services rendered by our principal accountants for the audit of
our annual financial statements, review of financial statements included in our
Form 10-QSBs and other services provided by the accountant in connection with
statutory and regulatory filings are as follows: Fiscal Year 2003: $12,800;
Fiscal Year 2004: $44,137.

AUDIT
RELATED FEES

The
aggregate fees billed for each of Fiscal Year 2003 and Fiscal Year 2004 for
assurance and related services by our principal accountant that are reasonably
related to the performance of the audit or review of our financials statements
are as follows:  Fiscal Year 2003: $NIL; Fiscal Year
2004: $NIL.

TAX
FEES

The
aggregate fees billed for each of Fiscal Year 2003 and Fiscal Year 2004 for
professional services rendered by our principal accountants for tax compliance,
tax advice and tax planning are as follows: 
Fiscal Year 20032: $NIL; Fiscal Year 2004: $NIL.

ALL
OTHER ACCOUNTANT FEES

The aggregate fees billed for each of Fiscal Year 2003 and
Fiscal Year 2004 for other professional services rendered by our principal
accountants are as follows:  Fiscal Year
2003: $NIL Fiscal Year 2004: $NIL.

17

---



SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Annual Report on Form 10-KSB to be
signed on its behalf by the undersigned, thereunto duly authorized.

|                     |     |                            | 
|-------------------- | --- | -------------------------- | 
|                     |     | TEDA TRAVEL INCORPORATED  
|                     |     |                           
|Date: April 12, 2005 | By: | /s/ Godfrey Chin Tong Hui  | 
|                     |     |                            | 
|                     |     | Godfrey Chin Tong Hui, CEO

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:

|                            |  |                           |  |                 
|--------------------------- |  | ------------------------- |  | ----------------
|SIGNATURE                   |  | TITLE                     |  | DATE            
|                            |  |                           |  |                 
|                            |  |                           |  |                 
|/s/ Zhi Ying
  Chang        |  | Chairwoman of the Board   |  | April
  12, 2005
|                            |  |                           |  |                 
|Zhi Ying Chang              |  |                           |  |                 
|                            |  |                           |  |                 
|/s/ Godfrey
  Chin Tong Hui |  | Director and              |  | April
  12, 2005
|                            |  |                           |  |                 
|Godfrey Chin Tong Hui       |  | Chief Executive Officer   |  |                 
|                            |  |                           |  |                 
|/s/ Hon Ming
  Wong         |  | Director and              |  | April
  12, 2005
|                            |  |                           |  |                 
|Hon Ming Wong               |  | Chief
  Financial Officer |  |                 

18

---



TEDA TRAVEL
INCORPORATED
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

---



TEDA TRAVEL
INCORPORATED
AND SUBSIDIARIES

CONTENTS



|      |  |              |  |                                                                                                   
|----- |  | ------------ |  | --------------------------------------------------------------------------------------------------
|PAGE  |  | F-1          |  | REPORT OF
  INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                         
|      |  |              |  |                                                                                                   
|PAGE  |  | F-2          |  | CONSOLIDATED BALANCE
  SHEET AS OF DECEMBER 31, 2004                                              
|      |  |              |  |                                                                                                   
|PAGE  |  | F-3          |  | CONSOLIDATED
  STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003            
|      |  |              |  |                                                                                                   
|PAGE  |  | F-4          |  | CONSOLIDATED
  STATEMENTS OF STOCKHOLDERS EQUITY FOR THE YEARS ENDED DECEMBER 31, 2004 AND
  2003
|      |  |              |  |                                                                                                   
|PAGE  |  | F-5          |  | CONSOLIDATED
  STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003            
|      |  |              |  |                                                                                                   
|PAGES |  | F-6
   F-13 |  | NOTES TO
  CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004                              

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Directors
of:
Teda Travel, Inc. and Subsidiaries

We have audited the
accompanying consolidated balance sheet of Teda Travel, Inc. and subsidiaries
as of December 31, 2004, and the related statements of operations, changes in
stockholders equity and cash flows for the two years 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 audits.

We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States).  Those standards
require that we plan and perform the audits 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 audits 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 Travel, Inc. and subsidiaries as of December 31,
2004 and the results of its operations and its cash flows for the two years
then ended in conformity with accounting principles generally accepted in the
United States of America.

The accompanying
consolidated financial statements have been prepared assuming that the Company
will continue as a going concern.  As
discussed in Note 10 to the consolidated financial statements the Company has
entered into a plan to spin-off the operations of its subsidiaries.  After the spin-off, the Company will have no
assets or operations.  This raises
substantial doubt about its ability to continue as a going concern.  These factors raise substantial doubt about
its ability to continue as a going concern. 
Managements plans concerning this matter are also described in Note
10.  The accompanying consolidated
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

WEBB & COMPANY, P.A.

Boynton Beach, Florida
April 8, 2005

F-1

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET


DECEMBER 31, 2004


|                                                                                                         |  |   |            |  
|-------------------------------------------------------------------------------------------------------- |  | - | ---------- | -
|ASSETS                                                                                                   |  |   |            |  
|                                                                                                         |  |   |            |  
|                                                                                                         |  |   |            |  
|ASSETS OF DISCONTINUED OPERATIONS                                                                        |  | $ | 3,922,590  |  
|                                                                                                         |  |   |            |  
|                                                                                                         |  |   |            |  
|LIABILITIES
  AND STOCKHOLDERS EQUITY                                                                   |  |   |            |  
|                                                                                                         |  |   |            |  
|CURRENT
  LIABILITIES                                                                                    |  |   |            |  
|Accounts payable                                                                                         |  | $ | 104,456    |  
|Liabilities of discontinued operations                                                                   |  |   | 515,337    |  
|                                                                                                         |  |   |            |  
|Total Current Liabilities                                                                                |  |   | 619,793    |  
|                                                                                                         |  |   |            |  
|                                                                                                         |  |   |            |  
|MINORITY INTEREST                                                                                        |  |   | -          |  
|                                                                                                         |  |   |            |  
|STOCKHOLDERS EQUITY                                                                                     |  |   |            |  
|Preferred stock, $0.001 par value,
  5,000,000 shares authorized, none issued and outstanding            |  |   | -          |  
|Common stock, $0.001 par value, 50,000,000
  shares authorized, 24,880,000 shares issued and outstanding |  |   | 24,880     |  
|Additional paid-in capital                                                                               |  |   | 12,602,146 |  
|Deferred consulting expense                                                                              |  |   | (63,333    | )
|Accumulated deficit                                                                                      |  |   | (9,260,896 | )
|                                                                                                         |  |   |            |  
|Total Stockholders Equity                                                                               |  |   | 3,302,797  |  
|                                                                                                         |  |   |            |  
|                                                                                                         |  |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                               |  | $ | 3,922,590  |  
|                                                                                                         |  |   |            |  

See accompanying notes to
consolidated financial statements.



F-2

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE
YEARS ENDED DECEMBER 31, 2004 AND 2003


|                                                                                              |  |      |            |      |   |           |  
|--------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | --------- | -
|                                                                                              |  | 2004 |            | 2003 |  
|                                                                                              |  |      |            |      |  
|                                                                                              |  |      |            |      |   |           |  
|EXPENSES                                                                                      |  |      |            |      |   |           |  
|Professional fees                                                                             |  | $    | 104,456    |      | $ | 91,639    |  
|Stock issued for services                                                                     |  |      | 5,646,365  |      |   | -         |  
|                                                                                              |  |      |            |      |   |           |  
|Total Expenses                                                                                |  |      | 5,750,821  |      |   | 91,639    |  
|                                                                                              |  |      |            |      |   |           |  
|                                                                                              |  |      |            |      |   |           |  
|LOSS FROM OPERATIONS                                                                          |  |      | (5,750,821 | )    |   | (91,639   | )
|                                                                                              |  |      |            |      |   |           |  
|                                                                                              |  |      |            |      |   |           |  
|OTHER INCOME (EXPENSE)                                                                        |  |      |            |      |   |           |  
|Interest expense                                                                              |  |      | -          |      |   | (57,455   | )
|                                                                                              |  |      |            |      |   |           |  
|Total Other Income (Expense)                                                                  |  |      | -          |      |   | (57,455   | )
|                                                                                              |  |      |            |      |   |           |  
|                                                                                              |  |      |            |      |   |           |  
|LOSS BEFORE INCOME TAXES                                                                      |  |      | (5,750,821 | )    |   | (149,094  | )
|                                                                                              |  |      |            |      |   |           |  
|Income taxes                                                                                  |  |      | -          |      |   | -         |  
|                                                                                              |  |      |            |      |   |           |  
|                                                                                              |  |      |            |      |   |           |  
|NET LOSS FROM CONTINUING OPERATIONS                                                           |  |      | (5,750,821 | )    |   | (149,094  | )
|                                                                                              |  |      |            |      |   |           |  
|                                                                                              |  |      |            |      |   |           |  
|DISCONTINUED OPERATIONS                                                                       |  |      |            |      |   |           |  
|Loss from discontinued operations, net of income
taxes of $37,024 and
  $23,795, respectively |  |      | (3,946,653 | )    |   | (40,654   | )
|                                                                                              |  |      |            |      |   |           |  
|                                                                                              |  |      |            |      |   |           |  
|NET LOSS                                                                                      |  | $    | (9,697,474 | )    | $ | (189,748  | )
|                                                                                              |  |      |            |      |   |           |  
|                                                                                              |  |      |            |      |   |           |  
|NET LOSS PER COMMON SHARE  BASIC AND FULLY
DILUTED                                           |  |      |            |      |   |           |  
|Loss per common share from continuing
operations                                              |  | $    | (0.38      | )    | $ | (0.02     | )
|Loss per common share from discontinued
operations                                            |  |      | (0.26      | )    |   | (0.01     | )
|                                                                                              |  |      |            |      |   |           |  
|Net Loss Per Common Share  Basic and Fully
Diluted                                           |  | $    | (0.64      | )    | $ | (0.03     | )
|                                                                                              |  |      |            |      |   |           |  
|                                                                                              |  |      |            |      |   |           |  
|WEIGHTED AVERAGE  BASIC AND FULLY DILUTED                                                    |  |      | 15,212,301 |      |   | 5,950,000 |  
|                                                                                              |  |      |            |      |   |           |  

See accompanying notes to
consolidated financial statements.

F-3

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY


FOR
THE YEARS ENDED DECEMBER 31, 2004 AND 2003


|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|----------------------------------------- |  | --------------- |  | ------------ |  | ------------------ |  | ------------------- | - | ----------- |  | ------- | ---------- | ------- | - | ------ |  | - | ---------- |  | - | ------- | - | - | ---------- | - | - | ---------- | -
|                                          |  | Preferred Stock |  | Common Stock |  | Additional Paid-In |  | Deferred Consulting |   | Accumulated |  |         |            |        
|                                          |  | Shares          |  | Amount       |  | Shares             |  | Amount              |   | Capital     |  | Expense |            | Deficit |   | Total  | 
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        | 
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Balance, December 31, 2002                |  |                 |  | -            |  |                    |  | $                   | - |             |  |         | 5,950,000  |         | $ | 5,950  |  | $ | 14,195     |  | $ | -       |   | $ | 626,326    |   | $ | 646,471    |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|In-kind contribution                      |  |                 |  | -            |  |                    |  |                     | - |             |  |         | -          |         |   | -      |  |   | 57,455     |  |   | -       |   |   | -          |   |   | 57,455     |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Net loss, 2003                            |  |                 |  | -            |  |                    |  |                     | - |             |  |         | -          |         |   | -      |  |   | -          |  |   | -       |   |   | (189,748   | ) |   | (189,748   | )
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Balance, December 31, 2003                |  |                 |  | -            |  |                    |  |                     | - |             |  |         | 5,950,000  |         |   | 5,950  |  |   | 71,650     |  |   | -       |   |   | 436,578    |   |   | 514,178    |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Stock issued to consultant for services   |  |                 |  | -            |  |                    |  |                     | - |             |  |         | 2,300,000  |         |   | 2,300  |  |   | 1,098,480  |  |   | (63,333 | ) |   | -          |   |   | 1,037,447  |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Stock issued to consultants for services  |  |                 |  | -            |  |                    |  |                     | - |             |  |         | 1,030,000  |         |   | 1,030  |  |   | 491,928    |  |   | -       |   |   | -          |   |   | 492,958    |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Stock issued to officers                  |  |                 |  | -            |  |                    |  |                     | - |             |  |         | 600,000    |         |   | 600    |  |   | 286,560    |  |   | -       |   |   | -          |   |   | 287,160    |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Stock issued to officer                   |  |                 |  | -            |  |                    |  |                     | - |             |  |         | 8,000,000  |         |   | 8,000  |  |   | 3,820,800  |  |   | -       |   |   | -          |   |   | 3,828,800  |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|In-kind contribution                      |  |                 |  | -            |  |                    |  |                     | - |             |  |         | -          |         |   | -      |  |   | 3,489,728  |  |   | -       |   |   | -          |   |   | 3,489,728  |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Stock issued in exchange for note payable |  |                 |  | -            |  |                    |  |                     | - |             |  |         | 7,000,000  |         |   | 7,000  |  |   | 3,343,000  |  |   | -       |   |   | -          |   |   | 3,350,000  |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|Net loss, 2004                            |  |                 |  | -            |  |                    |  |                     | - |             |  |         | -          |         |   | -      |  |   | -          |  |   | -       |   |   | (9,697,474 | ) |   | (9,697,474 | )
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  
|BALANCE, DECEMBER 31, 2004                |  |                 |  | -            |  |                    |  | $                   | - |             |  |         | 24,880,000 |         | $ | 24,880 |  | $ | 12,602,146 |  | $ | (63,333 | ) | $ | (9,260,896 | ) | $ | 3,302,797  |  
|                                          |  |                 |  |              |  |                    |  |                     |   |             |  |         |            |         |   |        |  |   |            |  |   |         |   |   |            |   |   |            |  

See accompanying notes to
consolidated financial statements.

F-4

---



TEDA TRAVEL INCORPORATED AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


|                                                                                            |  |      |            |      |   |            |  
|------------------------------------------------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                                                            |  | 2004 |            | 2003 |  
|                                                                                            |  |      |            |      |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                       |  |      |            |      |   |            |  
|Net loss from continuing operations                                                         |  | $    | (5,750,821 | )    | $ | (149,094   | )
|Net loss from discontinued operations                                                       |  |      | (3,946,653 | )    |   | (40,654    | )
|                                                                                            |  |      |            |      |   |            |  
|Total Net Loss                                                                              |  |      | (9,697,474 | )    |   | (189,748   | )
|Adjustments
  to reconcile net loss to net cash provided by (used in) operating activities: |  |      |            |      |   |            |  
|In-kind contribution                                                                        |  |      | 3,451,472  |      |   | 57,455     |  
|Stock issued for services                                                                   |  |      | 5,646,365  |      |   | -          |  
|(Increase) decrease in:                                                                     |  |      |            |      |   |            |  
|Accounts payable                                                                            |  |      | 104,457    |      |   | -          |  
|Discontinued operations, net                                                                |  |      | 273,617    |      |   | 180,507    |  
|                                                                                            |  |      |            |      |   |            |  
|Net
  Cash Provided By (Used In) Operating Activities                                       |  |      | (221,563   | )    |   | 48,214     |  
|                                                                                            |  |      |            |      |   |            |  
|                                                                                            |  |      |            |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                       |  |      |            |      |   |            |  
|Discontinued operations, net                                                                |  |      | (214,477   | )    |   | (8,789     | )
|                                                                                            |  |      |            |      |   |            |  
|Net
  Cash Used In Investing Activities                                                     |  |      | (214,477   | )    |   | (8,789     | )
|                                                                                            |  |      |            |      |   |            |  
|                                                                                            |  |      |            |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                       |  |      |            |      |   |            |  
|Convertible note payable                                                                    |  |      | -          |      |   | 3,350,000  |  
|Discontinued operations, net                                                                |  |      | 436,477    |      |   | (3,389,425 | )
|                                                                                            |  |      |            |      |   |            |  
|Net
  Cash Provided By (Used In) Financing Activities                                       |  |      | 436,477    |      |   | (39,425    | )
|                                                                                            |  |      |            |      |   |            |  
|                                                                                            |  |      |            |      |   |            |  
|INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                            |  |      | -          |      |   | -          |  
|                                                                                            |  |      |            |      |   |            |  
|CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR                                               |  |      | -          |      |   | -          |  
|                                                                                            |  |      |            |      |   |            |  
|                                                                                            |  |      |            |      |   |            |  
|CASH AND CASH EQUIVALENTS - END OF YEAR                                                     |  | $    | -          |      |   | -          |  
|                                                                                            |  |      |            |      |   |            |  
|                                                                                            |  |      |            |      |   |            |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:                                           |  |      |            |      |   |            |  
|                                                                                            |  |      |            |      |   |            |  
|Cash paid for interest expense                                                              |  | $    | 2,358      |      | $ | -          |  
|                                                                                            |  |      |            |      |   |            |  
|Cash paid for income taxes                                                                  |  | $    | 27,665     |      | $ | 26,037     |  
|                                                                                            |  |      |            |      |   |            |  

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:

During 2004, the Company
exchanged a $3,350,000 note payable for 7,000,000 shares of common stock.

During 2004, the Companys
subsidiary exchanged 200,000 of its shares of common stock with a fair value of
$536,000 for 60% of the common stock of a hotel management company.

During 2004, the Company
acquired property and equipment under a capital lease for $31,869.

See accompanying notes to
consolidated financial statements.

F-5

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 1 | SUMMARY OF SIGNIFICANT
  ACCOUNTING POLICIES AND ORGANIZATION                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (A) Nature of Operations and
  Organization                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Teda Travel, Inc. (Teda FL)
  f/k/a Gaige Financial Corporation was incorporated under the laws of the
  state of Florida on December 6, 1999.                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | On March 10, 2004, Teda
  Travel Group, Inc. f/k/a Acola Corp. consummated an agreement with the
  Company, pursuant to which the Company exchanged 100% of the then issued and
  outstanding shares of common stock of Teda Hotels Management Company, Limited
  for 17,853,578 shares or approximately 86% of the common stock of Teda Travel
  Group, Inc.  As a result of the
  agreement, the transaction was treated for accounting purposes as a capital
  transaction.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The Company provides
  management services for hotels and resorts located in China and invests in
  real estate through its joint venture in China.                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (B) Principles of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The accompanying
  consolidated financial statements for 2004 include the accounts of
  Teda FL and its 82% owned subsidiary Teda Travel Group, Inc.  The accounts of Teda Travel Group, Inc.
  have been classified as discontinued operations (See Note 2).                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The accompanying
  consolidated financial statements for 2003 include the accounts of
  Teda FL, Teda BVI, Teda HK and its 35% investment in a joint
  venture.  The accounts of Teda BVI,
  Teda HK and its 35% investment in a joint venture have been classified
  as discontinued operations (See Note 2).                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | All significant
  intercompany transactions and balances have been eliminated in the
  consolidation.  Teda Travel, Inc. and
  its wholly owned subsidiaries are hereafter referred to as (the Company).                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (C) Use of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | In preparing financial
  statements in conformity with generally accepted accounting principles,
  management is required to make estimates and assumptions that affect the
  reported amounts of assets and liabilities and the disclosure of contingent
  assets and liabilities at the date of the financial statements and revenues
  and expenses during the reported period. 
  Actual results could differ from those estimates.                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (D) Property and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | Property and equipment are
  stated at cost, less accumulated depreciation.  Depreciation is provided using the straight-line method over
  the estimated useful life of the assets from three to thirty nine years.  Repairs and maintenance on property and
  equipment are expensed as incurred.                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | (E) Revenue Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       | The Company recognizes
  hotel and resort management service fees in the period when the services are
  rendered.                                                                                                                                                                                                                                                                                                                                                             

F-6

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (F) Earnings Per Common Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | Basic earnings per common
  share is computed by dividing the net income applicable to common stock
  stockholders by the weighted average number of shares of common stock
  outstanding during the period. 
  Diluted earnings per share is computed by dividing net income by the
  weighted average number of common shares including the dilutive effect of
  common share equivalents then outstanding. 
  During 2004 and 2003, the Company did not have any outstanding dilutive
  securities.                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (G) Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The Companys assets and
  liabilities that are denominated in foreign currencies are translated into
  the currency of United States dollars using the exchange rates at the balance
  sheet date.  For revenues and expenses,
  the average exchange rate during the year was used to translate Hong Kong
  dollars and Chinese Renminbi into United States dollars.  The translation gains and losses resulting
  from changes in the exchange rate are charged or credited directly to the
  stockholders equity section of the balance sheet when material.  All realized and unrealized transaction
  gains and losses are included in the determination of income in the period in
  which they occur.  Translation and
  transaction gains and losses are included in the statement of operations
  because they are not material as of December 31, 2004 and 2003.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (H) Fair Value of Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The carrying amounts of
  the Companys financial instruments, including accounts payable and accrued
  interest approximate fair value due to the relatively short period to
  maturity for these instruments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (I) Stock-Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The Company accounts for
  stock-based compensation using the intrinsic value method prescribed in
  Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
  Employees and related interpretations and elects the disclosure option of
  Statement of Financial Accounting Standards No. 123, Accounting for
  Stock-Based Compensation (SFAS No. 123). 
  Accordingly, compensation cost for stock options is measured as the
  excess, if any, of the fair value of the Companys stock at the date of grant
  over the amount an employee must pay to acquire the stock.  The Company also records stock
  compensation expense for any options issued to non-employees using the fair
  value method prescribed in SFAS No. 123.                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (J) Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | The Company accounts for
  income taxes under the Financial Accounting Standards Board Statement of
  Financial Accounting Standards No. 109 Accounting for Income Taxes (SFAS No.
  109).  Under SFAS No. 109, deferred
  tax assets and liabilities are recognized for the future tax consequences
  attributable to differences between the financial statement carrying amounts
  of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are
  measured using enacted tax rates expected to apply to taxable income in the
  years in which those temporary differences are expected to be recovered or
  settled.  Under SFAS No. 109, the
  effect on deferred tax assets and liabilities of a change in tax rates is
  recognized in income in the period that includes the enactment date.                     

F-7

---





TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       | (K) Long-Lived Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company accounts for
  long-lived assets under the Statements of Financial Accounting Standards Nos.
  142 and 144 Accounting for Goodwill and Other Intangible Assets and
  Accounting for Impairment or Disposal of Long-Lived Assets (SFAS No. 142 and
  144).  In accordance with SFAS No.
  142 and 144, long-lived assets, goodwill and certain identifiable intangible
  assets held and used by the Company are reviewed for impairment whenever
  events or changes in circumstances indicate that the carrying amount of an
  asset may not be recoverable.  For
  purposes of evaluating the recoverability of long-lived assets, goodwill and
  intangible assets, the recoverability test is performed using undiscounted
  net cash flows related to the long-lived assets.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (L) Concentration of Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company maintains its
  cash in foreign bank deposit accounts, which at times may exceed insured
  limits.  The Company has not
  experienced any losses in such accounts and believes it is not exposed to any
  significant credit risk for cash.  All
  of the Companys assets and revenues are located in China.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (M) Business Segments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Companys operating segments are organized
  internally primarily by the type of services performed.  The Company operates in one segment and therefore
  segment disclosure is not presented. 
  The Companys property management and real estate investments segments
  were held as discontinued operations in 2004 and 2003.  All information for these two segments has
  been omitted from segment presentation.                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | (N) New Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Statement of Financial
  Accounting Standards (SFAS) No. 151, Inventory Costs  an amendment of ARB
  No. 43, Chapter 4 SFAS No. 152, Accounting for Real Estate Time-Sharing
  Transactions - an amendment of FASB Statements No. 66 and 67, SFAS No. 153,
  Exchanges of Non-monetary Assets  an amendment of APB Opinion No. 29, and
  SFAS No. 123 (revised 2004), Share-Based Payment, were recently
  issued.  SFAS No. 151, 152, 153 and
  123 (revised 2004) have no current applicability to the Company and have no
  effect on the financial statements.                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|NOTE 2 | DISCONTINUED OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | On January 27, 2005, Teda
  FL approved the distribution of 17,853,300 common shares of Teda Travel
  Group, Inc. to its shareholders.  The
  financial statements for Teda Travel Group, Inc. have been classified as
  discontinued operations at December 31, 2004 and 2003.  The amounts reported as assets and
  liabilities of net assets held from discontinued operations are as follows at
  December 31, 2004:                                                                                                                                                                                                                                                                                                                                                                           

| |                                                             |  |   |           | 
| | ----------------------------------------------------------- |  | - | --------- | 
| | Current assets                                              |  | $ | 343,498   | 
| | Property and equipment                                      |  |   | 46,409    | 
| | Investment in affiliate                                     |  |   | 2,869,053 | 
| | Intangible assets                                           |  |   | 663,630   | 
| |                                                             |  |   |           | 
| |                                                             |  |   |           | 
| | Assets of Discontinued
  Operations                         |  | $ | 3,922,590 | 
| |                                                             |  |   |           | 
| |                                                             |  |   |           | 
| | Current Portion of
  Liabilities of Discontinued Operations |  | $ | 515,337   | 
| |                                                             |  |   |           | 

F-8

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

| |                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The operations of Teda
  Travel Group, Inc. and its wholly owned subsidiaries, Teda BVI and Teda HK
  have been reclassified as discontinued operations in the accompanying
  consolidated statements of operations for the year ending December 31,
  2004 and are summarized as follows:

| |                                 |  |      |            |      |   |         |  
| | ------------------------------- |  | ---- | ---------- | ---- | - | ------- | -
| |                                 |  | 2004 |            | 2003 |  
| |                                 |  |      |            |      |  
| |                                 |  |      |            |      |   |         |  
| | Net revenues                    |  | $    | 568,391    |      | $ | 396,794 |  
| |                                 |  |      |            |      |   |         |  
| | Operating expenses              |  | $    | 4,181,353  |      | $ | 465,433 |  
| |                                 |  |      |            |      |   |         |  
| | Income (loss) from
  operations |  | $    | (3,612,962 | )    | $ | (68,639 | )
| |                                 |  |      |            |      |   |         |  
| | Net income (loss)               |  | $    | (3,946,653 | )    | $ | (40,654 | )

|       |                                                                                                                                                                                                                                                                                                                                                                                     
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 3 | INVESTMENT IN AFFILIATE                                                                                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Companys subsidiary
  acquired a 35% interest in a real estate joint venture located in China.  The joint venture was formed to develop
  and manage a mixed-use complex of apartments, restaurants, a hotel and a
  private clubhouse.  The joint venture
  was formed with a maximum life of 50 years. 
  The joint venture partner is also a 20% stockholder of the Company.
|       |                                                                                                                                                                                                                                                                                                                                                                                     
|       | The Companys 35% interest
  in the joint venture is accounted for using the equity method of accounting
  and is stated at cost plus equity in undistributed earnings since
  acquisition.  The Companys share of
  the loss for 2004 was $792,815.  The
  Company has classified its investment as discontinued operations as of
  December 31, 2003 (See Note 2).               
|       |                                                                                                                                                                                                                                                                                                                                                                                     
|       | A summary of the audited
  financial statements of the affiliate as of December 31, 2004 is as follows:                                                                                                                                                                                                                                                                             

| |                                              |  |   |            |  
| | -------------------------------------------- |  | - | ---------- | -
| | Current assets                               |  | $ | 8,697,212  |  
| | Non-current assets                           |  |   | 35,673,062 |  
| |                                              |  |   |            |  
| |                                              |  |   |            |  
| | Total Assets                                 |  | $ | 44,370,274 |  
| |                                              |  |   |            |  
| |                                              |  |   |            |  
| | Current liabilities                          |  | $ | 29,164,649 |  
| | Non-current liabilities                      |  |   | 4,837,929  |  
| | Stockholders equity                         |  |   | 10,367,696 |  
| |                                              |  |   |            |  
| |                                              |  |   |            |  
| | Total Liabilities and
  Stockholders Equity |  | $ | 44,370,274 |  
| |                                              |  |   |            |  
| |                                              |  |   |            |  
| | Revenues                                     |  |   | 8,627,470  |  
| |                                              |  |   |            |  
| |                                              |  |   |            |  
| | Operating Income                             |  |   | 2,486,632  |  
| |                                              |  |   |            |  
| |                                              |  |   |            |  
| | Net (Loss)                                   |  | $ | (1,299,769 | )
| |                                              |  |   |            |  

F-9

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

| |                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------
| | The Companys share of the
  earnings for 2004 after accounting for differences between Hong Kong GAAP and
  U.S. GAAP:

| |                                              |  |   |          |  
| | -------------------------------------------- |  | - | -------- | -
| | Company share at 35%                         |  | $ | (454,919 | )
| | Less U.S. GAAP adjustment
  for depreciation |  |   | (337,896 | )
| |                                              |  |   |          |  
| |                                              |  |   |          |  
| | Equity in losses of affiliate                |  | $ | (792,815 | )
| |                                              |  |   |          |  

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 4   | CONVERTIBLE PROMISSORY
  NOTE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | During
  February 2003, the Company issued a $3.5 million, 2% convertible promissory
  note to its major shareholder in order to fund its joint venture
  commitment.  The outstanding balance
  of the note and accrued interest automatically convert into 7,000,000 shares
  of common stock on February 23, 2004 unless paid in full prior to the
  maturity date.  The Company determined
  that there was no beneficial conversion amount associated with the note based
  on the fair value of the Companys common stock on the date of grant.  As of December 31, 2004, the note was
  automatically converted into 7,000,000 shares of common stock
  (See Note 11(B)).
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|NOTE
  5 | RELATED
  PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | During the years ended
  December 31, 2004 and 2003, the Company received management revenue of
  $461,324 and $327,381, respectively from two properties it manages that are
  owned by shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | During the years ended
  December 31, 2004 and 2003, the Company paid $30,769 and $30,769,
  respectively to two directors for consulting and professional services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | During the years ended
  December 31, 2004 and 2003, the Company paid rent of $35,345 and $19,582,
  respectively for office space leased from a director and stockholder
  (See Note 11).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|NOTE 6   | COMMITMENTS AND
  CONTINGENCIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | (A) Operating Lease Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|         | The Company leases
  corporate office space and office equipment under operating leases.  The leases expire at various dates through
  November 2005.  Future minimum lease
  payments for the operating leases are approximately:                                                                                                                                                                                                                                                                                                                                                                                                                                               



| |      |   |        |        |        |  | 
| | ---- | - | ------ | ------ | ------ |  | 
| | Year |   |        | Amount |        | 
| |      |   |        |        |        | 
| |      |   |        |        |       
| | 2005 |   |        |        | 25,100 |  | 
| |      |   |        |        |        | 
| |      |   |        |        |       
| |      | $ | 25,100 |        |       
| |      |   |        |        |        | 

| |                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------
| | Rent expense under
  operating leases for the years ended December 31, 2004 and 2003 aggregated
  $35,344 and $31,401, respectively.

F-10

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 7 | EQUITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | (A) Stock Issued for Services                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During March 2004, the
  Company issued 2,300,000 shares of common stock for consulting services
  valued for financial accounting purposes at $ 1,100,780 based upon recent
  cash offering prices.  The fair value
  will be amortized over the life of the agreements.  The Company recognized consulting expense of $1,037,447 and
  recorded deferred stock compensation of $63,333 as of December 31, 2004.                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During April 2004, the
  Company issued 1,030,000 shares of common stock for consulting services
  valued for financial accounting purposes at $492,958 based upon recent cash
  offering prices.  The fair value will
  be amortized over the life of the agreements.  The Company recognized consulting expense of $492,958 as of
  December 31, 2004.                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During
  April 2004, the Company issued 400,000 and 50,000 shares of common stock to
  its Chief Executive Officer and Chief Financial Officer respectively, for
  past services to the Board of Directors valued at a recent offering price
  aggregating $213,370.  In addition,
  the Company issued 150,000 shares of common stock to its Chief Financial
  Officer as an award for past services to the Company valued at a recent cash
  offering price at $71,790
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | (B) Stock Issued in Exchange for
  Debt                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During
  January 2004, the Company issued 7,000,000 shares of common stock in full
  satisfaction of a note payable to a related party (See Note 4 and 5).                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | (C) Increase in Authorized Capital                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During 2004, the Company
  increased its authorized common stock from 10,000,000 to 50,000,000 and
  authorized 5,000,000 shares of preferred stock in one or more series as
  determined by the board of directors.                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | (D) Stock Issued by Subsidiary                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During 2004, the Companys
  subsidiary issued common stock for consulting services and acquisitions
  valued on the date of grant at $3,489,728. 
  The increase in the number of shares issued reduced the Companys
  ownership from 86% to 82%.  The
  Company recorded an increase in stockholders equity of $3,489,728 as a
  result of the stock sale.                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|NOTE 8 | CONCENTRATION OF CREDIT
  RISK                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | The Company received 100%
  of its revenues from four hotels that it provides management services for
  located in China in 2003.  Three of
  them constituted 52%, 31% and 15% of the revenue recorded for the year then
  ended.                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | The Company received 81%
  of its revenues from two hotels that it provides management services for
  located in China in 2004.  Two of them
  constituted 48% and 33% of the revenue recorded for the year then ended.                                                                                                                                                                                                                                                 

F-11

---



TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

|       |                                                                                                                           
|------ | --------------------------------------------------------------------------------------------------------------------------
|NOTE 9 | INCOME TAXES                                                                                                              
|       |                                                                                                                           
|       | Income tax expense from
  continuing operations for the years ended December 31, 2004 and 2003 is
  summarized as follows:



| |               |  | Current |   | Deferred |   | Total | 
| | ------------- |  | ------- | - | -------- | - | ----- | 
| |               |  |         |   |          |   |       | 
| | 2004          |  |         |   |          |   |       | 
| | United States |  | $       | - |          | $ | -     | 
| | Foreign       |  |         | - |          |   | -     | 
| |               |  |         |   |          |   |       | 
| |               |  | $       | - |          | $ | -     | 
| |               |  |         |   |          |   |       | 
| |               |  |         |   |          |   |       | 
| | 2003          |  |         |   |          |   |       | 
| | United States |  | $       | - |          | $ | -     | 
| | Foreign       |  |         | - |          |   | -     | 
| |               |  |         |   |          |   |       | 
| |               |  | $       | - |          | $ | -     | 
| |               |  |         |   |          |   |       | 

| |                                                                                                                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Income tax expense for the
  years ended December 31, 2004 and 2003 differed from amounts computed by
  applying the statutory U.S. federal corporate income tax rate of 34% to
  income before income tax benefit as a result of the following:



| |                                                                    |  | 2004 |            | 2003 |  
| | ------------------------------------------------------------------ |  | ---- | ---------- | ---- | -
| |                                                                    |  |      |            |      |  
| | Expected income tax
  expense (benefit) from continuing operations |  | $    | (1,955,279 | )    | $
| |                                                                    |  |      |            |      |  
| | Items charged directly to
  stockholders equity                   |  |      | 1,186,508  |      |  
| |                                                                    |  |      |            |      |  
| | Valuation allowance
  increase                                     |  |      | 768,771    |      |  
| |                                                                    |  |      |            |      |  
| |                                                                    |  |      |            |      |  
| |                                                                    |  | $    | -          |      | $
| |                                                                    |  |      |            |      |  

| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The tax effects of
  temporary differences that give rise to significant portions of deferred tax
  assets and liabilities at December 31, 2004 and 2003 are as follows:



| |                                   |  | 2004 |         | 2003 |  
| | --------------------------------- |  | ---- | ------- | ---- | -
| |                                   |  |      |         |      |  
| | Deferred tax assets:              |  |      |         |      |  
| | Net operating loss
  carryforward |  | $    | 806,742 |      | $
| |                                   |  |      |         |      |  
| | Total deferred tax assets         |  |      | 806,742 |      |  
| | Less valuation allowance          |  |      | 806,742 |      |  
| |                                   |  |      |         |      |  
| |                                   |  |      |         |      |  
| | Net deferred tax assets           |  | $    | -       |      | $
| |                                   |  |      |         |      |  



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | At December 31, 2004, the
  Company had approximately $3,930,300 of undistributed loss of the Companys
  foreign subsidiaries.  These earnings
  are considered to be indefinitely invested, and accordingly, no United States
  income tax has been provided for these earnings.  As of December 31, 2004, the Company had net operating loss
  carryforwards of approximately $2,372,700 for United States income tax purposes,
  available to offset future United States taxable income expiring on various
  dates beginning in 2021.  The increase
  in the valuation allowance was $768,771.

F-12

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TEDA
TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2004

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|NOTE 10 | GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | As reflected in the
  accompanying consolidated financial statements, the Company has entered into
  a plan to spin-off the operations of its subsidiaries.  After the spin-off, the Company will have
  no assets or operations.  This raises
  substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as
  a going concern is dependent on the Companys ability to raise additional
  capital and implement its business plan. 
  The financial statements do not include any adjustments that might be
  necessary if the Company is unable to continue as a going concern.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | Management believes that
  action presently being taken to merge the Company and obtain additional
  funding provides the opportunity for the Company to continue as a going
  concern.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|NOTE 11 | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | (A) Discontinued Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | On January 27, 2005, Teda
  FL approved the distribution of 17,853,300 shares of Teda Travel Group, Inc.
  (.717 per share) for every share of the Companys common stock to its
  stockholders.  Upon completion of the
  distribution to common stockholders, the Company has retained 278 shares of
  Teda Travel Group, Inc. which represents less than 1% of the outstanding
  common stock.  The Company will
  account for the distribution to its stockholders as a dividend and will
  account for its remaining investment in Teda Travel Group, Inc. under the
  cost method.                                            

F-13

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EXHIBIT INDEX

|            |  |                                                                                                                                                                                     | 
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|Exhibit No. |  | Description                                                                                                                                                                         | 
|            |  |                                                                                                                                                                                     | 
|           
|2.1         |  | Stock Purchase Agreement
  and Share Exchange dated as of May 1, 2002, by and among Gaige Financial
  Group, Inc. and Teda Hotels Management Company Limited. (1)                  
|            |  |                                                                                                                                                                                    
|2.2         |  | Amendment to Stock
  Purchase Agreement and Share Exchange dated as of August 15, 2002 by and
  among Gaige Financial Group, Inc. and Teda Hotels Management Company Limited.
  (2)
|3.1         |  | Articles of Incorporation
  (3)                                                                                                                                                    
|            |  |                                                                                                                                                                                    
|3.2         |  | Amendment to Articles of
  Incorporation (4)                                                                                                                                       
|            |  |                                                                                                                                                                                    
|3.3         |  | Bylaws (3)                                                                                                                                                                         
|            |  |                                                                                                                                                                                    
|14          |  | Code of Ethics*                                                                                                                                                                    
|            |  |                                                                                                                                                                                    
|16          |  | Letter on Change in
  Certifying Accountant (5)                                                                                                                                    
|            |  |                                                                                                                                                                                    
|21.1        |  | Subsidiaries of the
  Registrant*                                                                                                                                                  
|            |  |                                                                                                                                                                                    
|31.1        |  | Certification
  Pursuant to Rule 13a-14(a) and 15d-14(a) (4) of Chief Executive Officer*                                                                                           
|            |  |                                                                                                                                                                                    
|31.2        |  | Certification
  Pursuant to Rule 13a-14(a) and 15d-14(a) (4) of Chief Financial Officer*                                                                                           
|            |  |                                                                                                                                                                                    
|32.1        |  | Certification
  Pursuant to Section 1350 of Title 18 of the United States Code of Chief
  Executive Officer*                                                                       
|            |  |                                                                                                                                                                                    
|32.2        |  | Certification
  Pursuant to Section 1350 of Title 18 of the United States Code of Chief
  Financial Officer*                                                                       





---

|*   | Filed herewith.                                                                                                      
|--- | ---------------------------------------------------------------------------------------------------------------------
|(1) | Incorporated by reference
  to the Registrants Current Report on Form 8-K dated May 1, 2002.                        
|(2) | Incorporated by reference
  to the Registrants Current Report on Form 8-K dated August 15, 2002.                    
|(3) | Incorporated by reference
  to the Registrants Registration Statement on Form 10-SB filed January 24,
  2000.       
|(4) | Incorporated by reference
  to the Registrants Annual Report on Form 10-KSB filed April 15, 2003.                   
|(5) | Incorporated by reference
  to the Registrants Current Report on Form 8-K filed October 14, 2004                    
|(6) | Incorporated by reference
  to the Registrants Amendment to the Current Report on Form 8-K filed October
  29, 2004 
|(7) | Incorporated
  by reference to the Registrants Amendment Registration Statement on Form S-8
  filed January 12, 2005
|(8) | Incorporated by reference
  to the Registrants Current Report on Form 8-K filed February 18, 2005                   



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