U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X] Quarterly report pursuant
  to section 13 or 15(d) of the Securities
  Exchange Act of 1934 For the quarterly period ended December 31, 2002

[_] Transition report pursuant to section 13 or 15(d) of the
  Securities
  Exchange Act of 1934 for the transition period from _________ to _________

Commission file number 000-27543

Teda Technologies International
  Inc.
  (Exact name of small business issuer in its charter)

|Nevada                                                     | 98-0204680                                        
|---------------------------------------------------------- | --------------------------------------------------
|(State or other jurisdiction of 
      Identification No.) | (IRS Employer Incorporation
      or organization)

Suite #380  1200 W. 73rd Avenue, Vancouver, British Columbia,
  Canada, V6P 6G5
  (Address of principal executive offices)

(604) 723-6329
  (Issuer's telephone number)

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

Number of shares outstanding of the issuer's classes of common
  equity, as of December 31, 2002:

16,697,000 Shares of Common Stock (One Class)

Transitional Small Business Disclosure Format: Yes ___ No ___



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Table of Contents

--------------------------------------------------------------------------------



PART I

Item 1. Financial Statements

Item 2. Managements Discussion and Analysis or Plan of Operations.

PART II

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 6. Exhibits and Reports on Form 8-K

Signatures

Financial Statements for the period ended September 30, 2002

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited financial statements of the Company for the
  three and six-month periods ended December 31, 2002 and December 31, 2001 are
  appended at the end of this filing. The financial statements reflect all adjustments
  which are, in the opinion of management, necessary so as to ensure a fair statement
  of the results for the interim periods presented.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Plan of Operations

Since incorporation and prior to October 1, 2001, the Company
  was a blank check company engaged solely in the activity of seeking
  a merger candidate.

On September 1, 2001, the Company entered into a Share Exchange Agreement with the

---

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

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

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

The original Profit Sharing Agreement dated June 1, 2001,
  between Teda Canada and Teda Pioneer, was terminated as a result of Teda Canadas
  acquired equity ownership in Teda Pioneer through its subsidiary and Wang Fang.

The Business

Teda Pioneer has acquired all of the value added telecommunication
  products and services business previously conducted by Yu Xun Chuang Xian Information
  Development Co. Ltd. (Chuang Xian), a division of the Data Bureau
  department of China Telecom-Tianjin, (now known as China Netcom).

The business is the dominant value added telecommunication
  products provider in Tianjin with specialization in areas of Internet and networking.
  Teda Pioneer's business license allows for retail and wholesale commerce in
  areas of:

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

---

Teda Pioneer is establishing a significant market position
  for its value added IT products and services throughout the Tianjin China and
  Teda Government region  an area with a population of over 11 million people.
  The Teda Government region alone contains over 3,200 major foreign production
  plants  each with significant telecommunications equipment and service
  needs.

Teda Pioneer has focused on provision of digital data network
  (DDN) and commercial broadband Internet services (ADSL), particularly with respect
  to large commercial buildings that have traditionally been under-serviced in
  Tianjin. Approximately 70% of Teda Pioneers business revenue is the sale
  and installation of ADSL internet access systems to businesses and individuals
  in Tianjin. China Netcom and Teda Pioneer are the exclusive marketing entities
  of ADSL services in Tianjin. Teda Pioneer provides all ADSL installation services
  in the area, including all sales generated by China Netcom. China Netcom estimates
  that there are approximately 11,000 such structures in the Tianjin area that
  could be connected with such technologies. Teda Pioneer also provides web hosting
  services to approximately 400 customers as well as server parking facilities
  to an additional 100 clients. Sale of internet access cards (prepaid telecommunications
  smart cards) accounts for approximately 15% of revenues.

The Market

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

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

Strategic Relationships

Tianjin Economic Technological Development Area (Teda Government)

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

---



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

China Netcom  Tianjin

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

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

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

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

Results of operations  comparison of the three and six-month
  periods ended December 31, 2002 and December 31, 2001.

The following discussion should be read in conjunction with
  the accompanying financial statements for the comparable three and six-month
  periods ended December 31, 2002 and December 31, 2001 and the Annual Report
  for the fiscal year ended June 30, 2002 which was filed on Form 10KSB by the
  Company on November 15, 2002.

---

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

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

Gross revenue for the quarter was $57,647.

Net profit for the quarter was $9,220 after taking into consideration
  the 10% minority interest of Teda Government in Wan Fang.

General and Administrative Expenses

General and administration expenses were $38,796 for the three-month
  period ended December 31, 2002 versus $41,315 for the corresponding period in
  2001. The increase was directly related to the additional costs of operations
  as a result of the acquisitions in Canada and China.

These additional costs included office costs of $29,480 and
  travel/promotion costs of $4,777. Professional fees for the quarter were $3,849
  as compared to $25,144 for the corresponding period in 2001.

Liquidity and Capital Resources

The cash balance at the end of the period was $407,651 compared
  to $444,940 at December 31, 2001. For the period ended December 31, 2002, the
  Companys operating activities used net cash of $482 compared to $4,229
  in the comparable period for 2001.

Current assets totaled $439,263 which included $407,651 in
  cash and cash equivalents, $7,732 in prepaid expenses and $23,880 in accounts
  receivable. The December 31, 2001 current asset listing totaled $452,672.

---

Longer-term assets included $372,386 in investment in Teda
  Pioneer and $1,050 in deferred costs. The December 31, 2001 long term asset
  listing included $317,172 investment in Teda Pioneer and $1,539 in deferred
  costs.

Current liabilities totaled $240,245 comprised of $13,899
  in accounts payable and $226,346 due to related parties. $58,707 was due to
  minority interest equity holders. The December 31, 2001 liability listing included
  $10,425 in accounts payable.

Shareholders equity as at December 31, 2002 totaled $367,243
  which included capital stock of $1,670 at par value, $490,025 as additional
  paid in capital, and $(124,452) as a deficit in retained earnings to date. The
  December 31, 2001 figures reflected $1,670 in par value capital stock, $490,025
  as additional paid in capital and a deficit of $(53,021) to date.

During the quarter, a net total of $(482) in cash or cash
  equivalents was utilized including amounts paid to related parties for the period
  of $5,605 and $9,631 as a minority interest unpaid.

Financing activities during the quarter were nil.

Investment activities during the quarter were nil.

Assets as at December 31, 2002 totaled $85,160 in Canada and
  $727,539 in China.

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

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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ITEM 2. CHANGES IN SECURITIES

Nil

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

|(a) | The following is a list of exhibits filed as part of this
      quarterly filing on Form 10QSB.
|--- | -----------------------------------------------------------------------------------------------
|    |                                                                                                
|    | Financial statements for the period ended December 31, 2002.                                   
|    |                                                                                                
|(b) | Filings on Form 8-K during the quarter.                                                        
|    |                                                                                                
|    | - none -                                                                                       



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

In connection with the Quarterly Report of Teda Technologies
  International Inc. (the Company) on Form 10-QSB for the period ending
  December 31, 2002, as filed with the Securities and Exchange Commission on the
  date hereof (the Report), I, Stephen Dadson, Chief Executive Officer
  of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
  to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

/s/ Stephen DadsonStephen DadsonChief Executive Officer
  March 20, 2003



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

In connection with the Quarterly Report of Teda Technologies
  International Inc. (the Company) on Form 10-QSB for the period ending
  December 31, 2002, as filed with the Securities and Exchange Commission on the
  date hereof (the Report), I, Richard Wang, Chief Financial Officer
  of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
  to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

/s/ Richard WangRichard Wang Chief Financial Officer
  March 20, 2003



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SIGNATURES

In accordance with the requirements of the Exchange Act, the
  registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

TEDA TECHNOLOGIES INTERNATIONAL INC.

Date: March 20, 2003

/s/ Jun Zhou   By:/s/ Peng Chen
    Peng Chen, Secretary


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MOEN AND COMPANY CHARTERED ACCOUNTANTS

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



INDEPENDENT ACCOUNTANTS REVIEW REPORT

Board of Directors and Stockholders
  Teda Technologies International, Inc.
  (A Nevada Corporation)

We have reviewed the accompanying Consolidated Balance Sheet
  of Teda Technologies International, Inc. (A Nevada Corporation) as of December
  31, 2002, and the Consolidated Statement of Operations, Cash Flows and Changes
  in Stockholders Equity for the six month period then ended in accordance
  with Statements on Standards for Accounting and Review Services issued by the
  American Institute of Public Accountants. All information included in these
  financial statements is the representation of the management of Teda Technologies
  International, Inc.

A review consists principally of applying analytical procedures
  to financial data and making inquiries of persons responsible for financial
  and accounting matters. It is substantially less in scope than an audit conducted
  in accordance with generally accepted auditing standards, the objective of which
  is the expression of an opinion regarding the financial statements taken as
  a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications
  that should be made to the accompanying financial statements in order for them
  to be in conformity with United States generally accepted accounting principles
  (GAAP).

|                                    | Moen and Company   
|----------------------------------- | ---------------------
|                                    |                      
|                                    | Chartered Accountants
|                                    |                      
|Vancouver, British Columbia, Canada |                      
|March 12, 2003                      |                      



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TEDA TECHNOLOGIES INTERNATIONAL, INC.
  (A Nevada Corporation)
  Consolidated Balance Sheet
  December 31, 2002
  (Expressed in US Dollars)
  (Unaudited) (With Comparative Figures at December 31, 2001)

|                                                                           |   | 2002     |   |   | 2001    |  
|-------------------------------------------------------------------------- | - | -------- | - | - | ------- | -
|                                                                           |   |          |   |   |         |  
|Assets                                                                     |  
|Current Assets                                                             |   |          |   |   |         |  
|Cash
      and cash equivalents                                            | $ | 407,651  |   | $ | 444,940 |  
|Accounts
      receivable                                                  |   | 23,880   |   |   | --      |  
|Prepaid
      expenses                                                     |   | 7,732    |   |   | 7,732   |  
|                                                                           |   |          |   |   |         |  
|                                                                           |   | 439,263  |   |   | 452,672 |  
|Investment in Teda Pioneer Technologies
      Co. Ltd.,at equity (Notes 5) |   | 372,386  |   |   | 317,172 |  
|Deferred costs, less accumulated amortization                              |   | 1,050    |   |   | 1,539   |  
|                                                                           |   |          |   |   |         |  
|                                                                           | $ | 812,699  |   | $ | 771,383 |  
|                                                                           |   |          |   |   |         |  
|Liabilities and Shareholders'
      Equity                                 |  
|Current Liabilities                                                        |   |          |   |   |         |  
|Accounts
      payable                                                     | $ | 13,899   |   | $ | 10,425  |  
|Due
      to related parties (Note 3)                                      |   | 226,346  |   |   | 175,870 |  
|                                                                           |   |          |   |   |         |  
|                                                                           |   | 240,245  |   |   | 186,295 |  
|Minority interest(Note 5)                                                  |   | 58,707   |   |   | 55,124  |  
|Deferred Liability(Note 4)                                                 |   |          |   |   |         |  
|Deferred
      income                                                      |   | 146,504  |   |   | 91,290  |  
|                                                                           |   |          |   |   |         |  
|                                                                           |   | 445,456  |   |   | 332,709 |  
|                                                                           |   |          |   |   |         |  
|Shareholders' Equity                                                       |   |          |   |   |         |  
|Capital
      stock                                                        |   |          |   |   |         |  
|par
      value                                                            |   | 1,670    |   |   | 1,670   |  
|additional
      paid in capital                                           |   | 490,025  |   |   | 490,025 |  
|Retained
      earnings (deficit)                                          |   | (124,452 | ) |   | (53,021 | )
|                                                                           |   |          |   |   |         |  
|                                                                           |   | 367,243  |   |   | 438,674 |  
|                                                                           |   |          |   |   |         |  
|                                                                           | $ | 812,699  |   | $ | 771,383 |  
|                                                                           |   |          |   |   |         |  

|Approved on behalf of the board:
|--------------------------------
|                                
|"Jun Zhou", Director            
|                                
|"Peng Chen", Director           
|                                
|"Steve Dadson",
      Director  
|                                
|"Richard Wang",
      Director  

See Accompanying Notes and Independent Accountants' Review Report

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

|                                     |   | Cumulative From  |   |   |              |   |   |               |   |   |            |   |   |            |  
|------------------------------------ | - | ---------------- | - | - | ------------ | - | - | ------------- | - | - | ---------- | - | - | ---------- | -
|                                     |   | Inception Date   |   |   | Six Months   |   |   |               |   |   |            |  
|                                     |   | of July 19, 2000 |   |   | Ended        |   |   | Quarter Ended |  
|                                     |   | to Dec. 31,      |   |   | December 31, |   |   | December 31,  |  
|                                     |   |                  |   |   |              |   |   |               |   |   |            |  
|                                     |   | 2002             |   |   | 2002         |   |   | 2001          |   |   | 2002       |   |   | 2001       |  
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|Revenue                              |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|Interest
      and other income      | $ | 60,469           |   | $ | 57,647       |   | $ | --            |   | $ | 57,647     |   | $ | --         |  
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|General and Administration Costs     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|Bank
      charges and interest      |   | 372              |   |   | 26           |   |   | 179           |   |   | 26         |   |   | 179        |  
|Amortization
      of deferred costs |   | 70               |   |   | 32           |   |   | --            |   |   | 19         |   |   | --         |  
|Investor
      relations and         |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|investor
      communications        |   | 7,500            |   |   | --           |   |   | 7,500         |   |   | --         |   |   | 7,500      |  
|Licences,
      dues                 |   | 684              |   |   | --           |   |   | --            |   |   | --         |   |   | --         |  
|Office
      costs                   |   | 71,191           |   |   | 33,036       |   |   | 5,372         |   |   | 29,480     |   |   | 5,232      |  
|Professional
      fees              |   | 62,357           |   |   | 3,849        |   |   | 28,526        |   |   | 3,849      |   |   | 25,144     |  
|Transfer
      agent and filing fees |   | 10,800           |   |   | 645          |   |   | 1,370         |   |   | 645        |   |   | 1,370      |  
|Travel
      and promotion           |   | 28,364           |   |   | 5,809        |   |   | 1,890         |   |   | 4,777      |   |   | 1,890      |  
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|                                     |   | 181,338          |   |   | 43,397       |   |   | 44,837        |   |   | 38,796     |   |   | 41,315     |  
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|Net profit (loss) from operations    |   | (120,869         | ) |   | 14,250       |   |   | (44,837       | ) |   | 18,851     |   |   | (41,315    | )
|Minority interest - adjusted         |   | (3,583           | ) |   | (6,785       | ) |   | --            |   |   | (9,631     | ) |   | --         |  
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|Net profit (loss) for the period     | $ | (124,452         | ) | $ | 7,465        |   | $ | (44,837       | ) | $ | 9,220      |   | $ | (41,315    | )
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|Basic and diluted earnings (loss)    |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|per
      common share               | $ | (0.01            | ) | $ | 0.00         |   | $ | (0.00         | ) | $ | 0.00       |   | $ | (0.00      | )
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|Weighted average number of           |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  
|shares
      outstanding             |   | 16,697,000       |   |   | 16,697,000   |   |   | 16,697,000    |   |   | 16,697,000 |   |   | 16,697,000 |  
|                                     |   |                  |   |   |              |   |   |               |   |   |            |   |   |            |  



See Accompanying Notes and Independent Accountants' Review
  Report

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

|                             |   | Cumulative From  |   |   |              |   |   |               |   |   |          |   |   |         |  
|---------------------------- | - | ---------------- | - | - | ------------ | - | - | ------------- | - | - | -------- | - | - | ------- | -
|                             |   | Inception Date   |   |   | Six Months   |   |   |               |   |   |          |  
|                             |   | of July 19, 2000 |   |   | Ended        |   |   | Quarter Ended |  
|                             |   | to Dec. 31,      |   |   | December 31, |   |   | December 31,  |  
|                             |   |                  |   |   |              |   |   |               |  
|                             |   | 2002             |   |   | 2002         |   |   | 2001          |   |   | 2002     |   |   | 2001    |  
|                             |   |                  |   |   |              |   |   |               |   |   |          |   |   |         |  
|Retained earnings (deficit), |   |                  |   |   |              |   |   |               |   |   |          |   |   |         |  
|beginning
      of period    | $ | --               |   | $ | (131,917     | ) | $ | (8,184        | ) | $ | (133,672 | ) | $ | (11,706 | )
|                             |   |                  |   |   |              |   |   |               |   |   |          |   |   |         |  
|Profit (loss) for the period |   | (124,452         | ) |   | 7,465        |   |   | (44,837       | ) |   | 9,220    |   |   | (41,315 | )
|                             |   |                  |   |   |              |   |   |               |   |   |          |   |   |         |  
|                             |   |                  |   |   |              |   |   |               |   |   |          |   |   |         |  
|Retained earnings (deficit), |   |                  |   |   |              |   |   |               |   |   |          |   |   |         |  
|end
      of period          | $ | (124,452         | ) | $ | (124,452     | ) | $ | (53,021       | ) | $ | (124,452 | ) | $ | (53,021 | )
|                             |   |                  |   |   |              |   |   |               |   |   |          |   |   |         |  

See Accompanying Notes and Independent Accountants' Review
  Report

---

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

|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|----------------------------------------------- | - | ---------------- | - | - | ------------ | - | - | ------------- | - | - | ------- | - | - | ------- | -
|                                                |   | Cumulative From  |   |   | Six Months   |   |   |               |   |   |         |  
|                                                |   | Inception Date   |   |   | Ended        |   |   | Quarter Ended |  
|                                                |   | of July 19, 2000 |   |   | December 31, |   |   | December 31,  |  
|                                                |   | to Dec. 31,      |   |   |              |   |   |               |  
|                                                |   | 2002             |   |   | 2002         |   |   | 2001          |   |   | 2002    |   |   | 2001    |  
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Cash derived from (applied to)                  |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Operating activities                            |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Net
      profit (loss) for the period          | $ | (124,452         | ) | $ | 7,465        |   | $ | (44,837       | ) | $ | 9,220   |   | $ | (41,315 | )
|Non
      cash charge - Amortization            |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|of
      deferred costs                         |   | 70               |   |   | 32           |   |   | --            |   |   | 19      |   |   | --      |  
|Changes in non-cash
      working capital items |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Accounts
      receivable                       |   | (23,880          | ) |   | (19,484      | ) |   | --            |   |   | (19,484 | ) |   | --      |  
|Prepaid
      expenses                          |   | (7,732           | ) |   | --           |   |   | (2,732        | ) |   | --      |   |   | 5,000   |  
|Accounts
      payable increase                 |   | 13,899           |   |   | (5,418       | ) |   | 2,558         |   |   | (5,557  | ) |   | 7,086   |  
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|                                                |   | (142,095         | ) |   | (17,405      | ) |   | (45,011       | ) |   | (15,802 | ) |   | (29,229 | )
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Financing activities                            |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Capital
      stock                             |   | 491,695          |   |   | --           |   |   | 506,335       |   |   | --      |   |   | --      |  
|Minority
      interest in                      |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|consolidated
      net assets                   |   | 58,707           |   |   | 6,785        |   |   | 55,124        |   |   | 9,631   |   |   | --      |  
|Due
      to related parties                    |   | 226,346          |   |   | (9,879       | ) |   | 155,913       |   |   | 5,605   |   |   | 25,000  |  
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|                                                |   | 776,748          |   |   | (3,094       | ) |   | 717,372       |   |   | 15,236  |   |   | 25,000  |  
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Investing activities                            |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Investment
      in Teda Pioneer                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Technologies
      Co., Ltd.                    |   | (225,882         | ) |   | --           |   |   | (225,882      | ) |   | --      |   |   | --      |  
|Deferred
      costs                            |   | (1,120           | ) |   | 168          |   |   | (1,539        | ) |   | 84      |   |   | --      |  
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|                                                |   | (227,002         | ) |   | 168          |   |   | (227,421      | ) |   | 84      |   |   | --      |  
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Cash and cash equivalents, increase             |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|(decrease)
      during the period              |   | 407,651          |   |   | (20,331      | ) |   | 444,940       |   |   | (482    | ) |   | (4,229  | )
|Cash and cash equivalents,                      |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|beginning
      of period                       |   | --               |   |   | 427,982      |   |   | --            |   |   | 408,133 |   |   | 449,169 |  
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|Cash and cash equivalents,                      |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  
|end of period                                   | $ | 407,651          |   | $ | 407,651      |   | $ | 444,940       |   | $ | 407,651 |   | $ | 444,940 |  
|                                                |   |                  |   |   |              |   |   |               |   |   |         |   |   |         |  

See Accompanying Notes and Independent Accountants' Review
  Report

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. (A Nevada Corporation)
  Statement of Stockholders' Equity
  December 31, 2002
  (Expressed in US Dollars)
  (Unaudited)

|                                      |           |  |            |  |   |       |  |   | Additional |  |   | Retained  |   |   |         |  
|------------------------------------- | --------- |  | ---------- |  | - | ----- |  | - | ---------- |  | - | --------- | - | - | ------- | -
|                                      | Issued    |  | Number of  |  |   | Par   |  |   | Paid-in    |  |   | Earnings  |   |   |         |  
|                                      | Date      |  | Shares     |  |   | Value |  |   | Capital    |  |   | (Deficit) |   |   | Total   |  
|                                      |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|Private placement                     | 1/7/1999  |  | 1,000,000  |  | $ | 100   |  | $ | 200        |  | $ |           |   | $ | 300     |  
|Balance July, 1999                    |           |  |            |  |   |       |  |   |            |  |   | (1,923    | ) |   | (1,923  | )
|Net loss for year ended June 30, 2000 |           |  |            |  |   |       |  |   |            |  |   | (31,139   | ) |   | (31,139 | )
|Net loss for year ended June 30, 2001 |           |  |            |  |   |       |  |   |            |  |   | (27,434   | ) |   | (27,434 | )
|Expenses paid by related parties      |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|on
      behalf of the Company        |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|Year
      ended June 30, 2000        |           |  |            |  |   |       |  |   | 23,197     |  |   |           |   |   | 23,197  |  
|Year
      ended June 30, 2001        |           |  |            |  |   |       |  |   | 14,175     |  |   |           |   |   | 14,175  |  
|                                      |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|Balance                               | 6/30/2001 |  | 1,000,000  |  |   | 100   |  |   | 37,572     |  |   | (60,496   | ) |   | (22,824 | )
|Share exchange                        | 10/1/2001 |  | 15,697,000 |  |   | 1,570 |  |   | 452,453    |  |   |           |   |   | 454,023 |  
|                                      |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|                                      |           |  | 16,697,000 |  |   | 1,670 |  |   | 490,025    |  |   | (60,496   | ) |   | 431,199 |  
|Net loss for year ended June 30, 2002 |           |  |            |  |   |       |  |   |            |  |   | (71,421   | ) |   | (71,421 | )
|                                      |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|                                      |           |  | 16,697,000 |  |   | 1,670 |  |   | 490,025    |  |   | (131,917  | ) |   | 359,778 |  
|Net profit for six month period ended |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|December
      31, 2002               |           |  |            |  |   |       |  |   |            |  |   | 7,465     |   |   | 7,465   |  
|                                      |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  
|Balance December 31, 2002             |           |  | 16,697,000 |  | $ | 1,670 |  | $ | 490,025    |  | $ | (124,452  | ) | $ | 367,243 |  
|                                      |           |  |            |  |   |       |  |   |            |  |   |           |   |   |         |  

See Accompanying Notes and Independent Accountants' Review
  Report

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

Note 1. ORGANIZATION AND NATURE OF BUSINESS

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


Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation The accompanying consolidated financial statements include the accounts of
    the Company and its wholly-owned subsidiary, Teda Technologies Inc. All intercompany
    transactions and intercompany balances have been eliminated. Basis of presentation These financial statements have been prepared in accordance with Accounting
    Principles Generally Accepted in the United States (USGAAP). Use of estimates The preparation of financial statements in conformity with USGAAP requires
    management to make estimates and assumptions that affect the reported amounts
    of assets and liabilities and disclosure of contingent assets and liabilities
    at the dates of the financial statements and the reported amounts of revenues
    and expenses during the reporting periods. Actual results could differ from
    those estimates. Cash and cash equivalents Cash and cash equivalents consist of cash on deposit and highly liquid short-term
    interest bearing securities with a maturity at the date of purchase of three
    months or less.


---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

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

Income Taxes Provisions for income taxes are based on taxes payable or refundable for
    the current year and deferred taxes on temporary differences between the amount
    of taxable income and pretax financial income and between the tax bases of
    assets and liabilities and their reported amounts in the financial statements.
    Deferred tax assets and liabilities are included in the financial statement
    at currently enacted income tax rates applicable to the period in which the
    deferred tax assets and liabilities are expected to be realized or settled
    as prescribed in FASB Statement No. 109, Accounting for Income Taxes. Deferred tax assets are
    reduced by a valuation reserve to nil due to uncertainty of applying tax losses
    brought forward. As changes in tax laws or rate are enacted, deferred tax
    assets and liabilities are adjusted through the provision for income taxes. Compensated absences Employees of the corporation are entitled to paid vacations, sick days and
    other time off depending on job classification, length of service and other
    factors. It is impractical to estimate the amount of compensation for future
    absences, and accordingly, no liability has been recorded in the accompanying
    financial statements. The corporations policy is to recognize the costs
    of compensated absences when paid to employees. Net profit per share The Company adopted Statement of Financial Accounting Standards No. 128
    that requires the reporting of both basic and diluted earnings per share.
    Basic earnings per share is computed by dividing net income available to common
    shareowners by the weighted average number of common shares outstanding for
    the period. Diluted earnings per share reflects the potential dilution that
    could occur if securities or other contracts to issue common stock were exercised
    or converted into common stock. In accordance with FASB 128, any anti-dilution
    effects on net loss per share are excluded. Disclosure about fair value of financial instruments The Company has financial instruments, none of which are held for trading
    purposes. The Company estimates that the fair value of all financial instruments
    at December 31, 2002 as defined in FASB 107, does not differ materially from
    the aggregate carrying values of its financial instruments recorded in the
    accompanying balance sheet. The estimated fair value amounts have been determined
    by the Company using available market information and appropriate valuation
    methodologies. Considerable judgment is required in interpreting market data
    to develop the estimates of fair value, and accordingly, the estimates are
    not necessarily indicative of the amounts that the Company could realize in
    a current market exchange.


---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

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

Concentration of credit risk Financial instruments that potentially subject the Company to a significant
    concentration of credit risk consist primarily of cash and cash equivalents
    which are not collateralized. The Company limits its exposure to credit loss
    by placing its cash and cash equivalents with high credit quality financial
    institutions. Foreign currency translation The functional currency of the Company is the United States Dollar. The assets, liabilities, and operations of the Company are expressed in
    the functional currency of the Company in United States Dollars. Monetary assets and liabilities are translated at the current rate of exchange. The weighted average exchange rate for the period is used to translate revenue,
    expenses, and gains or losses from the functional currency to the reporting
    currency. The gain or loss on translation is reported as a separate component of stockholders
    equity and not recognized in net income. Gains or losses on remeasurement
    are recognized in current net income. Gains or losses from foreign currency transactions are recognized in current
    net income. Fixed assets are measured at historical exchange rates that existed at the
    time of the transaction. Depreciation is recorded at historical exchange rates that existed at the
    time the underlying related asset was acquired. The effect of exchange rate changes on cash balances forms part of the reconciliation
    of change in cash and cash equivalents during the period. Revenue Recognition The Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin
    (SAB) 101, Revenue Recognition in Financial Statements, in December 1999.
    The SAB summarizes certain of the SEC staffs views in applying generally
    accepted accounting principles to revenue recognition in financial statements.
    During the current year, the Company performed a review of its revenue recognition
    policies and determined that it is in compliance with SAB 101.


---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

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

Segmented Information The Companys identifiable assets as at December 31, 2002 are located
    in the following countries:


| | Canada | $ | 85,160  | 
| | ------ | - | ------- | 
| | China  |   | 727,539 | 
| |        |   |         | 
| |        | $ | 812,699 | 
| |        |   |         | 

Note 3. RELATED PARTY TRANSACTIONS



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

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


| | Cost                                     | $ | 225,882 |  
| | ---------------------------------------- | - | ------- | -
| |                                          |   |         |  
| | Share of profit  48% of $190,187        |   |         |  
| | To
      December 31, 2001               |   | 91,290  |  
| | January
      1, 2002 to March 31, 2002  |   |         |  
| | -
      48% of $68,471                   |   | 32,866  |  
| | April
      1, 2002 to June 30, 2002     |   |         |  
| | -
      48% of $58,878                   |   | 28,262  |  
| | June
      1, 2002 to September 30, 2002 |   |         |  
| | -
      48% of $64,615                   |   | 31,015  |  
| |                                          |   |         |  
| | Booked
      as deferred income          |   | 183,433 |  
| | Share of loss  October 1, 2002 to       |   |         |  
| | December
      31, 2002  48% of $76,938 |   | (36,929 | )
| |                                          |   |         |  
| |                                          |   | 146,504 |  
| |                                          |   |         |  
| |                                          |   |         |  
| | Equity balance, as at December 31, 2002  | $ | 372,386 |  
| |                                          |   |         |  

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


---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

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

TEDA PIONEER TECHNOLOGIES CO. LTD. Balance Sheet
  December 31, 2002
  (Unaudited)

|                                           |   | In US   |  
|------------------------------------------ | - | ------- | -
|Assets                                     |   | Dollars |  
|                                           |   |         |  
|Current Assets                             |   |         |  
|Cash
      and cash equivalents            | $ | 70,579  |  
|Prepaid
      expenses                     |   | 234,029 |  
|Accounts
      receivable, trade           |   | 235,888 |  
|Inventories                                |   | 2,168   |  
|                                           |   |         |  
|                                           |   | 542,664 |  
|                                           |   |         |  
|Capital assets, at cost                    |   | 327,095 |  
|Less: accumulated depreciation             |   | (18,794 | )
|                                           |   |         |  
|                                           |   | 308,301 |  
|                                           |   |         |  
|                                           | $ | 850,965 |  
|                                           |   |         |  
|Liabilities and Shareholders'
      Equity |   |         |  
|Current Liabilities                        |   |         |  
|Accounts
      payable                     | $ | 75,162  |  
|Advances
      from costomers              |   |         |  
|                                           |   | 75,162  |  
|                                           |   |         |  
|Shareholders' Equity                       |   |         |  
|Capital
      stock                        |   | 470,588 |  
|Retained
      earnings                    |   | 305,215 |  
|                                           |   |         |  
|                                           |   | 775,803 |  
|                                           |   |         |  
|                                           | $ | 850,965 |  
|                                           |   |         |  



---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

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

TEDA PIONEER TECHNOLOGIES CO. LTD. Statement of Income Three Months Ended December 31, 2002
  (Unaudited)

|                                    |   | In US    |  
|----------------------------------- | - | -------- | -
|                                    |   | Dollars  |  
|                                    |   |          |  
|Revenue                             | $ | 175,058  |  
|Direct Costs                        |   | (155,529 | )
|                                    |   |          |  
|Gross Profit                        |   | 19,529   |  
|                                    |   |          |  
|General and Administration Costs    |   |          |  
|Amortization
      - Fixed assets   |   | 3,880    |  
|Amortization
      - Deferred costs |   | 736      |  
|Bank
      charge and interest      |   | (68      | )
|Office
      costs                  |   | 3,352    |  
|Travel
      and promotion          |   | 2,064    |  
|Wages
      and benefits            |   | 29,848   |  
|                                    |   |          |  
|                                    |   | 39,812   |  
|                                    |   |          |  
|Loss before income taxes            |   | (20,283  | )
|Income taxes                        |   | (56,655  | )
|                                    |   |          |  
|Net loss for the period             | $ | (76,938  | )
|                                    |   |          |  

TEDA PIONEER TECHNOLOGIES CO. LTD. Statements of Retained Earnings
  Three Months Ended\
  December 31, 2002
  (Unaudited)

|Retained earnings, beginning of period | $ | 382,153 |  
|-------------------------------------- | - | ------- | -
|Net loss for the period                |   | (76,938 | )
|                                       |   |         |  
|                                       |   |         |  
|Retained earnings, end of period       | $ | 305,215 |  
|                                       |   |         |  



---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

Note 5. CONSOLIDATION AND MINORITY INTEREST



Note 6. FINANCIAL INSTRUMENTS



Note 7. PENSION AND EMPLOYMENT LIABILITIES



Note 8. OPTION AGREEMENT




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



---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

Note 8. OPTION AGREEMENT (contd)

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



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TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements
  December 31, 2002
  (Unaudited)

Note 8. OPTION AGREEMENT (contd)

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







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