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 September 30, 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 | (IRS Employer      
|Incorporation or organization)  | Identification No.)

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

(604) 267-1999 
  (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 is suer's classes of common equity, as of September 30, 2002:

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

Transitional Small Business Disclosure Format: 	Yes ___ 	No ___

---

Table of Contents 
  --------------------------------------------------------------------------------

|                                                                     | Page # | 
|-------------------------------------------------------------------- | ------ | 
|PART I                                                               |        | 
|                                                                     |        | 
|Item 1. Financial Statements                                         | 2      | 
|Item 2. Managements Discussion and Analysis or Plan of Operations.. | 2      | 
|                                                                     |        | 
|PART II                                                              |        | 
|                                                                     |        | 
|Item 1. Legal Proceedings                                            | 7      | 
|Item 2. Changes in Securities                                        | 7      | 
|Item 6. Exhibits and Reports on Form 8-K                             | 7      | 
|                                                                     |        | 
|Signatures                                                           | 8      | 
|Financial Statements for the period ended September 30, 2002.        | 9      | 

PART I - FINANCIAL INFORMATION

ITEM 1. 	FINANCIAL STATEMENTS

The unaudited financial statements of the Company for the
  three- month periods ended September 30, 2002 and September 30, 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

2

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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 deve lopment
- 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

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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.

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

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

4

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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  Tianjin. China Netcom is Northern Chinas telecommunication
  monopoly and is a component of the dominant Internet backbone in China. China
  Netcom 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-month periods ended September 30, 2002 and September 30, 2001.

The following discussion should be read in conjunction with
  the accompanying financial statements for the comparable three- month periods
  ended September 30, 2002 and September 30, 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,

5

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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 nil as the Companys
  share of profits in Teda Pioneer (through Wan Fang) is not consolidated in these
  statements as Wan Fangs position is a minority interest.

Net loss for the quarter was $(1,755) after taking into consideration
  the 10% minority interest of Teda Government in Wan Fang.

General and Administrative Expenses

General and administration expenses were $4,601 for the three-month
  period ended September 30, 2002 versus $3,522 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 $3,556 and
  travel/promotion costs of $1,032. Professional fees for the quarter were nil
  as compared to $3,382 for the corresponding period in 2001.

Liquidity and Capital Resources

The cash balance at the end of the period was $408,133 compared
  to nil at September 30, 2001. For the period ended September 30, 2002, the Companys
  operating activities used net cash of $19,849 compared to nil in the comparable
  period for 2001.

Current assets totaled $420,261 which included $408,133 in
  cash and cash equivalents, $7,732 in prepaid expenses and $4,396 in accounts
  receivable. The September 30, 2001 current asset listing was $5,000 in prepaid
  expenses.

Longer-term assets included $409,315 in investment in Teda
  Pioneer and $1,153 in deferred costs. The September 30, 2001 long term asset
  listing was nil.

Current liabilities totaled $240,197 comprised of $19,456
  in accounts payable and $220,741 due to related parties. $49,076 was due to
  minority interest equity holders. The September 30, 2001 liability listing included
  $7,867 in accounts payable.

6

---

Shareholders equity as at September 30, 2002 totaled $358,023
  which included capital stock of $1,670 at par value, $490,025 as additional
  paid in capital, and $(133,672) as a deficit in retained earnings to date. The
  September 30, 2001 figures reflected $ 100 in par value capital stock, $37,572
  as additional paid in capital and a deficit of $(64,018) to date.

During the quarter, a total of $19,849 in cash or cash equivalents
  was utilized including amounts paid to related parties for the period of $15,484
  and $2,846 as a minority interest unpaid. Profits due from Teda Pioneer totaled
  $183,433 which included $31,015 during the quarter ended September 30, 2002.

Financing activities during the quarter were nil.

Investment activities during the quarter were nil.

Assets as at September 30, 2002 totaled $93,252 in Canada and $737,477 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.

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.
|--- | -----------------------------------------------------------------------------------------------

7

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|    | Financial statements for the period ended September 30, 2002.
|--- | -------------------------------------------------------------
|    |                                                              
|(b) | Filings on Form 8-K during the quarter.                      

- none -

**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: November 15, 2002

| | By: /s/ Jun Zhou 
        -------------------------------
        Jun Zhou, President
      By: /s/ Peng Chen 
        -------------------------------
        Peng Chen, Secretary
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

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MOEN AND COMPANY CHARTERED ACCOUNTANTS

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

INDEPENDENT ACCOUNTANTS REVIEW REPORT

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

We have reviewed the accompanying Consolidated Balance Sheets
  of Teda Technologies International, Inc. (A Nevada Corporation) as of September
  30, 2002 and September 30, 2001, and the Consolidated Statement of Income, Retained
  Earnings (Deficit), Cash Flows and Changes in Stockholders Equity for
  the three month periods 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
  November 12, 2002

---

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

|                                                                         |                                            |         | September 30, |  
|------------------------------------------------------------------------ | ------------------------------------------ | ------- | ------------- | -
|                                                                         |                                            |         |               |  
|                                                                         |                                            |         | 2002          |  
|                                                                         |                                            |         |               |  
|Assets                                                                   |                                           
|Current Assets                                                           |                                            |         |               |  
|Cash and cash equivalents                                                |                                            | $       | 408,133       |  
|Accounts receivable                                                      |                                            |         | 4,396         |  
|Prepaid expenses                                                         |                                            |         | 7,732         |  
|                                                                         |                                            |         |               |  
|                                                                         | Total Current Assets                       |         | 420,261       |  
|Investment in Teda Pioneer Technologies Co. Ltd.at equity
      (Note 4) |                                            | 409,315 |               |  
|Deferred costs, less accumulated amortization                            |                                            | 1,153   |               |  
|                                                                         |                                            |         |               |  
|                                                                         |                                            |         |               |  
|                                                                         | Total Assets                               | $       | 830,729       |  
|                                                                         |                                            |         |               |  
|                                                                         |                                            |         |               |  
|Liabilities and Stockholders' Equity                                     |                                           
|                                                                         |                                            |         |               |  
|Current Liabilities                                                      |                                            |         |               |  
|Accounts payable                                                         |                                            | $       | 19,456        |  
|Due to related parties (Note 3)                                          |                                            | 220,741 |               |  
|                                                                         |                                            |         |               |  
|                                                                         | Total Current Liabilities                  |         | 240,197       |  
|Minority interest(Note 5)                                                |                                            |         | 49,076        |  
|Deferred Liability(Note 4)                                               |                                            |         |               |  
|Deferred income                                                          |                                            |         | 183,433       |  
|                                                                         |                                            |         |               |  
|                                                                         | Total Liabilities                          |         | 472,706       |  
|                                                                         |                                            |         |               |  
|Stockholders' Equity                                                     |                                            |         |               |  
|Capital stock                                                            |                                            |         |               |  
|Common stock $0.0001 par value, 100,000,000
      shares authorized,     |                                            |         |               |  
|16,697,000 shares issued and outstanding (2001
      - 1,000,000)        |                                            |         |               |  
|par value                                                                |                                            |         | 1,670         |  
|additional paid in capital                                               |                                            |         | 490,025       |  
|Retained earnings (deficit)                                              |                                            |         | (133,672      | )
|                                                                         |                                            |         |               |  
|                                                                         | Total Stockholders' Equity                 |         | 358,023       |  
|                                                                         |                                            |         |               |  
|                                                                         |                                            |         |               |  
|                                                                         | Total Liabilities and Stockholders' Equity | $       | 830,729       |  
|                                                                         |                                            |         |               |  

|"Jun Zhou"     | , Director
|-------------- | ----------
|               |           
|               |           
|"Peng Chen"    | , Director
|               |           
|               |           
|"Steve Dadson" | , Director
|               |           
|               |           
|"Richard Wang" | , Director
|               |           

See Accompanying Notes and Independent Accountants'
  Review Report

---

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

|                                  |   |                  |   |                    |            |   |   |           |  
|--------------------------------- | - | ---------------- | - | ------------------ | ---------- | - | - | --------- | -
|                                  |   | Cumulative From  |   |                    |            |   |   |           |  
|                                  |   | Inception Date   |   | Three Months Ended |           
|                                  |   | of July 25, 1997 |   | September 30,      |           
|                                  |   | to September 30, |   |                    |            |   |   |           |  
|                                  |   | 2002             |   |                    | 2002       |   |   | 2001      |  
|                                  |   |                  |   |                    |            |   |   |           |  
|Revenue                           |   |                  |   |                    |            |   |   |           |  
|Interest income                   | $ | 2,822            |   | $                  | --         |   | $ | --        |  
|                                  |   |                  |   |                    |            |   |   |           |  
|                                  |   |                  |   |                    |            |   |   |           |  
|General and Administration Costs  |   |                  |   |                    |            |   |   |           |  
|Bank charges and interest         |   | 346              |   |                    | --         |   |   | --        |  
|Amortization of deferred costs    |   | 51               |   |                    | 13         |   |   | --        |  
|Investor relations and            |   |                  |   |                    |            |   |   |           |  
|investor communications           |   | 7,500            |   |                    | --         |   |   | --        |  
|Licences, dues                    |   | 684              |   |                    | --         |   |   | --        |  
|Office costs                      |   | 41,711           |   |                    | 3,556      |   |   | 140       |  
|Professional fees                 |   | 58,508           |   |                    | --         |   |   | 3,382     |  
|Transfer agent and filing fees    |   | 10,155           |   |                    | --         |   |   | --        |  
|Travel and promotion              |   | 23,587           |   |                    | 1,032      |   |   | --        |  
|                                  |   |                  |   |                    |            |   |   |           |  
|                                  |   | 142,542          |   |                    | 4,601      |   |   | 3,522     |  
|                                  |   |                  |   |                    |            |   |   |           |  
|                                  |   |                  |   |                    |            |   |   |           |  
|Net profit (loss) from operations |   | (139,720         | ) |                    | (4,601     | ) |   | (3,522    | )
|Minority interest                 |   | 6,048            |   |                    | 2,846      |   |   | --        |  
|                                  |   |                  |   |                    |            |   |   |           |  
|Net profit (loss) for the period  | $ | (133,672         | ) | $                  | (1,755     | ) | $ | (3,522    | )
|                                  |   |                  |   |                    |            |   |   |           |  
|                                  |   |                  |   |                    |            |   |   |           |  
|Basic and diluted earnings (loss) |   |                  |   |                    |            |   |   |           |  
|per common share                  | $ | (0.01            | ) | $                  | (0.00      | ) | $ | (0.00     | )
|                                  |   |                  |   |                    |            |   |   |           |  
|                                  |   |                  |   |                    |            |   |   |           |  
|Weighted average number of        |   |                  |   |                    |            |   |   |           |  
|shares outstanding                |   | 16,697,000       |   |                    | 16,697,000 |   |   | 1,000,000 |  
|                                  |   |                  |   |                    |            |   |   |           |  

See Accompanying Notes and Independent Accountants'
  Review Report

---

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

|                                 |   |                  |   |   |                    |   |   |         |  
|-------------------------------- | - | ---------------- | - | - | ------------------ | - | - | ------- | -
|                                 |   | Cumulative From  |   |   |                    |   |   |         |  
|                                 |   | Inception Date   |   |   | Three Months Ended |  
|                                 |   | of July 25, 1997 |   |   | September 30,      |  
|                                 |   | to September 30, |   |   |                    |  
|                                 |   | 2002             |   |   | 2002               |   |   | 2001    |  
|                                 |   |                  |   |   |                    |   |   |         |  
|                                 |   |                  |   |   |                    |   |   |         |  
|Net profit (loss) for the period | $ | (133,672         | ) | $ | (1,755             | ) | $ | (3,522  | )
|Retained earnings (deficit),     |   |                  |   |   |                    |   |   |         |  
|beginning of period              |   | --               |   |   | (131,917           | ) |   | (60,496 | )
|                                 |   |                  |   |   |                    |   |   |         |  
|Retained earnings (deficit),     |   |                  |   |   |                    |   |   |         |  
|end of period                    | $ | (133,672         | ) | $ | (133,672           | ) | $ | (64,018 | )
|                                 |   |                  |   |   |                    |   |   |         |  

See Accompanying Notes and Independent Accountants'
  Review Report

---

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

|                                                       |                  |          |                    |   |         |  
|------------------------------------------------------ | ---------------- | -------- | ------------------ | - | ------- | -
|                                                       | Cumulative From  |          |                    |   |         |  
|                                                       | Inception Date   |          | Three Months Ended |  
|                                                       | of July 25, 1997 |          | September 30,      |  
|                                                       | to September 30, |          |                    |  
|                                                       | 2002             |          | 2002               |   | 2001    |  
|                                                       |                  |          |                    |   |         |  
|                                                       |                  |          |                    |   |         |  
|Cash derived from (applied to)                         |                  |          |                    |   |         |  
|Operating activities                                   |                  |          |                    |   |         |  
|Net profit (loss)
      for the period                 | $                | (133,672 | )                  | $ | (1,755  | )
|Non cash charge
      - Amortization of deferred costs |                  | 51       |                    |   | 13      |  
|Changes in non-cash
      working capital items        |                  |          |                    |   |         |  
|Accounts
      receivable                              |                  | (4,396   | )                  |   | --      |  
|Prepaid
      expenses                                 |                  | (7,732   | )                  |   | --      |  
|Accounts
      payable                                 |                  | 19,456   |                    |   | 139     |  
|                                                       |                  |          |                    |   |         |  
|                                                       |                  | (126,293 | )                  |   | (1,603  | )
|                                                       |                  |          |                    |   |         |  
|Financing activities                                   |                  |          |                    |   |         |  
|Capital stock                                          |                  | 491,695  |                    |   | --      |  
|Minority interest
      in                             |                  |          |                    |   |         |  
|consolidated
      net assets                          |                  | 49,076   |                    |   | (2,846  | )
|Due to related parties                                 |                  | 220,741  |                    |   | (15,484 | )
|                                                       |                  |          |                    |   |         |  
|                                                       |                  | 761,512  |                    |   | (18,330 | )
|                                                       |                  |          |                    |   |         |  
|Investing activities                                   |                  |          |                    |   |         |  
|Investment in Teda
      Pioneer                       |                  |          |                    |   |         |  
|Technologies
      Co., Ltd.                           |                  | (225,882 | )                  |   | --      |  
|Deferred costs                                         |                  | (1,204   | )                  |   | 84      |  
|                                                       |                  |          |                    |   |         |  
|                                                       |                  | (227,086 | )                  |   | 84      |  
|                                                       |                  |          |                    |   |         |  
|Cash and cash equivalents,                             |                  |          |                    |   |         |  
|increase (decrease) during the period                  |                  | 408,133  |                    |   | (19,849 | )
|                                                       |                  |          |                    |   |         |  
|Cash and cash equivalents,                             |                  |          |                    |   |         |  
|beginning of period                                    |                  | --       |                    |   | 427,982 |  
|                                                       |                  |          |                    |   |         |  
|                                                       |                  |          |                    |   |         |  
|Cash and cash equivalents,                             |                  |          |                    |   |         |  
|end of period                                          | $                | 408,133  |                    | $ | 408,133 |  
|                                                       |                  |          |                    |   |         |  

See Accompanying Notes and Independent Accountants'
  Review Report

---

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

|                                              |         |  |            |  |   |       |  |   | Additional |   |         | Retained  |   |         |         |  
|--------------------------------------------- | ------- |  | ---------- |  | - | ----- |  | - | ---------- | - | ------- | --------- | - | ------- | ------- | -
|                                              | Issued  |  | Number of  |  |   | Par   |  |   | Paid-in    |   |         | Earnings  |   |         |         |  
|                                              | Date    |  | Shares     |  |   | Value |  |   | Capital    |   |         | (Deficit) |   |         | Total   |  
|                                              |         |  |            |  |   |       |  |   |            |   |         |           |   |         |         |  
|private placement                             | 1/7/99  |  | 1,000,000  |  | $ | 100   |  | $ | 200        |   | $       |           |   | $       | 300     |  
|Balance July, 1999                            |         |  |            |  |   |       |  |   |            |   |         | (1,923    | ) |         | (1,923  | )
|Net loss for year ended June 30, 2000         |         |  |            |  |   |       |  |   |            |   | (31,139 | )         |   | (31,139 | )      
|Net loss for year ended June 30, 2001         |         |  |            |  |   |       |  |   |            |   | (27,434 | )         |   | (27,434 | )      
|Expenses paid by related parties              |         |  |            |  |   |       |  |   |            |   |         |           |   |         |        
|on behalf of the Company                      |         |  |            |  |   |       |  |   |            |   |         |           |   |         |         |  
|Year ended June 30, 2000                      |         |  |            |  |   |       |  |   | 23,197     |   |         |           |   |         | 23,197  |  
|Year ended June 30, 2001                      |         |  |            |  |   |       |  |   | 14,175     |   |         |           |   |         | 14,175  |  
|                                              |         |  |            |  |   |       |  |   |            |   |         |           |   |         |         |  
|Balance                                       | 6/30/01 |  | 1,000,000  |  |   | 100   |  |   | 37,572     |   |         | (60,496   | ) |         | (22,824 | )
|Share exchange                                | 10/1/01 |  | 15,697,000 |  |   | 1,570 |  |   | 452,453    |   |         |           |   |         | 454,023 |  
|                                              |         |  |            |  |   |       |  |   |            |   |         |           |   |         |         |  
|                                              |         |  | 16,697,000 |  |   | 1,670 |  |   | 490,025    |   |         | (60,496   | ) |         | 431,199 |  
|Net loss for year ended June 30, 2002         |         |  |            |  |   |       |  |   |            |   | (71,421 | )         |   | (71,421 | )      
|Net loss for quarter ended September 30, 2002 |         |  |            |  |   |       |  |   | (1,755     | ) |         | (1,755    | )
|                                              |         |  |            |  |   |       |  |   |            |   |         |           |   |         |         |  
|                                              |         |  |            |  |   |       |  |   |            |   |         |           |   |         |         |  
|Balance September 30, 2002                    |         |  | 16,697,000 |  | $ | 1,670 |  | $ | 490,025    |   | $       | (133,672  | ) | $       | 358,023 |  
|                                              |         |  |            |  |   |       |  |   |            |   |         |           |   |         |         |  

See Accompanying Notes and Independent Accountants'
  Review Report

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited)

Note 1. ORGANIZATION AND NATURE OF BUSINESS

> The Company was incorporated under the laws of the State
>     of Nevada on July 25, 1997, as Express Investments Associates, Inc. and on
>     November 21, 2000, changed its name to Teda Technologies International, Inc.
>   Pursuant to the terms of the share exchange which was effective
>     as of October 1, 2001, the Company acquired all of the issued and outstanding
>     stock of the Teda Technologies Inc. (TTC) in exchange for the
>     issuance of 15,697,000 shares of its authorized but previously unissued shares
>     of common stock, and Teda Technologies Inc., thereby became a wholly owned
>     subsidiary of Teda Technologies International, Inc. TTC is a Canadian company
>     incorporated in the Province of British Columbia, Canada, which owns 90% of
>     shares of TianJin Wang Fang Teda Science and Technology Co. Ltd., incorporated
>     in TianJin, China.
>   The historical information of Teda Technologies Inc. that
>     is the basis for the pro forma information at October 1, 2001, is as follows:

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

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited)

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited)

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

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

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited)

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

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

| | Canada | $ | 93,252 
| | ------ | - | -------
| | China  |   | 737,477
| |        |   |        
| |        | $ | 830,729
| |        |   |        

Note 3. RELATED PARTY TRANSACTIONS

> The total amount due to related parties as at September
>     30, 2002 is $220,741. This amounts is unsecured, non interest bearing, with
>     no specific terms of repayment.

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited)

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
| |                                          |   |        
| |                                          |   |        
| |                                          |   |        
| | Equity balance, as at September 30, 2002 | $ | 409,315
| |                                          |   |        

> 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 
  September 30, 2002 
  (Unaudited)

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

|TEDA PIONEER TECHNOLOGIES CO. LTD.  
|------------------------------------
|Balance Sheet                       
|September 30, 2002                  
|(Unaudited)                         
|                                    
|                                    
|                                    
|Assets                              
|Current Assets                      
|Cash and cash equivalents           
|Accounts receivable, trade          
|Inventories                         
|Prepaid expenses                    
|                                    
|                                    
|                                    
|Fixed assets, at cost               
|Less: accumulated depreciation      
|                                    
|                                    
|                                    
|                                    
|                                    
|Liabilities and Shareholders' Equity
|Current Liabilities                 
|Accounts payable                    
|                                    
|Shareholders' Equity                
|Capital stock                       
|Retained earnings                   
|                                    
|                                    
|                                    
|                                    
|                                    

|TEDA PIONEER TECHNOLOGIES CO. LTD.                  
|----------------------------------------------------
|Statement of Income                                 
|Three Months ended September 30, 2002               
|(Unaudited)                                         
|                                                    
|                                                    
|                                                    
|Revenue                                             
|Direct Costs                                        
|                                                    
|Gross Profit                                        
|                                                    
|General and Administration Costs                    
|Amortization - Fixed assets                         
|Amortization - Deferred costs                       
|Bank charges and interest                           
|Office costs                                        
|Travel and promotion                                
|Wages and benefits                                  
|                                                    
|                                                    
|                                                    
|Net profit for the period                           
|                                                    
|Note: J/V Company is tax free for first three years.

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited)

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

TEDA PIONEER TECHNOLOGIES CO. LTD. Statements of Retained Earnings 
  Three Months ended September 30, 2002 
  (Unaudited)

|                                       |   | In US  
|-------------------------------------- | - | -------
|                                       |   | Dollars
|                                       |   |        
|                                       |   |        
|                                       |   |        
|Net profit for the period              | $ | 64,615 
|Retained earnings, beginning of period |   | 317,538
|                                       |   |        
|Retained earnings, end of period       | $ | 382,153
|                                       |   |        

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

|                                                       |   | In US   |  
|------------------------------------------------------ | - | ------- | -
|                                                       |   | Dollars |  
|                                                       |   |         |  
|                                                       |   |         |  
|Cash derived from (applied to)                         |   |         |  
|Operating activities                                   |   |         |  
|Net profit for the period                              | $ | 64,615  |  
|Less: non-cash items                                   |   |         |  
|Amortization - fixed assets                            |   | 3,778   |  
|                                                       |   |         |  
|                                                       |   |         |  
|                                                       |   | 68,393  |  
|Changes in non-cash working capital items              |   |         |  
|Accounts receivable                                    |   | 808     |  
|Prepaid expenses                                       |   | 16,348  |  
|Inventories                                            |   | 28,428  |  
|Accounts payable                                       |   | (64,410 | )
|                                                       |   |         |  
|                                                       |   |         |  
|                                                       |   | 49,567  |  
|Financing activities                                   |   | --      |  
|                                                       |   |         |  
|Investing activities                                   |   |         |  
|Fixed assets purchased                                 |   | (5,529  | )
|                                                       |   |         |  
|                                                       |   |         |  
|Cash and cash equivalent, (Decrease) during the period |   | 44,038  |  
|                                                       |   |         |  
|Cash and cash equivalent, beginning of period          |   | 63,451  |  
|                                                       |   |         |  
|                                                       |   |         |  
|Cash and cash equivalent, end of period                | $ | 107,489 |  
|                                                       |   |         |  

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements 
  September 30, 2002 
  (Unaudited)

Note 5. CONSOLIDATION AND MINORITY INTEREST

> At September 30, 2002, the consolidated financial statements
>     of Teda Technologies International Inc. consist of Teda Technologies Inc.
>     and its 90% owned subsidiary, Tianjin Wan Fang Teda Science and Technology
>     Co. Ltd. and disclose a Minority Interest of $49,076.

Note 6. FINANCIAL INSTRUMENTS

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

Note 7. PENSION AND EMPLOYMENT LIABILITIES

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

Note 8. OPTION AGREEMENT

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

---

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

---

TEDA TECHNOLOGIES INTERNATIONAL, INC. Notes to Consolidated Financial Statements 
  September 30, 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.
>     5.3. The legal relations between the parties under this
>       contract shall be interpreted in accordance with the substantive laws of
>       China. Any disputes between the parties concerning their legal obligations
>       arising under this contract which are submitted to arbitration pursuant
>       to this clause shall be decided pursuant to the substantive laws of China.
>     6. Conditions
>     Pioneer agrees that during the currency of this agreement
>       TTC will not offer any of its equity nor rights to its profits similar to
>       the PSA to any other party.
>     7. The Agreement shall enure to the benefit of
>       and be binding upon the parties hereto and their respective administrators
>       and successors.

---