U.S. SECURITIES AND EXCHANGE
                                   COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-QSB/A
                                  First Amended


(Mark One)

        [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
               EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2005

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


                   For the transition period from ____ to ____

                        Commission file number 000-29077

                             TEDA TRAVEL GROUP INC.
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

           Delaware                                            11-3177042
--------------------------------------------------------------------------------
 (State or Other Jurisdiction of                            (I.R.S. Employer
Incorporation or Organization)                            Identification Number)

  Suite 2102, Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong
--------------------------------------------------------------------------------
                    (Address of principal executive offices)

   Registrant's Telephone Number, Including International Code and Area Code:
                                 (852) 2833-2186
--------------------------------------------------------------------------------
             (Former name, former address and former fiscal year, if
                           changed since last report)


     As of August 31, 2005, the Issuer had outstanding  21,691,255 shares of the
Issuer's common stock, $.001 par value.


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


                                       1



                             TEDA TRAVEL GROUP, INC.
                                AND SUBSIDIARIES


                                TABLE OF CONTENTS

                                                                          Page


                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

           Condensed Balance Consolidated Sheet as of June 30, 2005
             (Unaudited) .................................................... 3

           Condensed Consolidated Statements of Operations for the three
              and six  months ended June 30, 2005 and 2004 (Unaudited) ...... 4

           Condensed Consolidated Statements of Cash Flows for the
             six months ended June 30, 2005 and 2004 (Unaudited)............. 5

           Notes to Condensed Financial Statements as of June 30, 2005
              (Unaudited) ............................................... 6 - 9

Item 2.    Management's Discussion and Analysis or Plan of Operation ....... 10

Item 3.    Controls and Procedures ......................................... 15


                           PART II - OTHER INFORMATION

Item 1.    Legal Proceedings ............................................... 16

Item 2.    Changes in Securities ........................................... 16

Item 3.    Exhibits and Reports on Form 8-K ................................ 17

SIGNATURES ................................................................. 18




                                       2


                         PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements
 
                      TEDA TRAVEL GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005
                                  -------------
                                   (UNAUDITED)
 
                                     ASSETS
CURRENT ASSETS                       ------
 Cash                                                               $    77,239
 Accounts receivable, net                                               157,240
 Prepaid expenses and other current assets                              189,851
                                                                    -----------
     Total Current Assets                                               424,330
                                                                    -----------

Property and equipment - net                                             41,440

OTHER ASSETS
 Intangible license rights, net                                         546,522
 Investment in affiliate                                              2,560,177
                                                                    -----------
     Total Other Assets                                               3,106,699
                                                                    -----------

TOTAL ASSETS                                                        $ 3,572,469
-----------                                                         ===========

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                    ----------------------------------------
CURRENT LIABILITIES
 Accounts payable and accrued expenses                              $   271,165
 Capital lease - current                                                  9,333
 Due to a shareholder                                                   554,402
 Due to related parties                                                   7,383
                                                                    -----------
     Total Current Liabilities                                          842,283
                                                                    -----------
LONG-TERM LIABILITIES
 Capital lease - long-term                                                7,825
                                                                    -----------
     Total Long-Term Liabilities                                          7,825
                                                                    -----------

TOTAL LIABILITIES                                                       850,108
                                                                    -----------
STOCKHOLDERS' DEFICIENCY
 Preferred stock, $.001 par value, 5,000,000 shares
  authorized, none issued and outstanding                                  --
 Common stock, $.001 par value, 100,000,000 shares
  authorized, 21,691,255 shares issued and outstanding                   21,691
 Additional paid-in capital                                           4,663,174
 Deferred stock compensation                                             (1,668)
 Accumulated deficit                                                 (1,960,836)
                                                                    -----------
     Total Stockholders' Deficiency                                   2,722,361
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                      $ 3,572,469
                                                                    ===========

See accompanying notes to condensed consolidated financial statements.

                                       3


                    TEDA TRAVEL GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 -----------------------------------------------
                                   (UNAUDITED)





                                                        For the Three   For the Three    For the Six     For the Six
                                                         Months Ended    Months Ended    Months Ended    Months Ended
                                                        June 30, 2005   June 30, 2004   June 30, 2005   June 30, 2004
                                                         ------------    ------------    ------------    ------------
                                                                                              
REVENUE, NET                                             $    178,816    $    136,046    $    322,785    $    245,329
                                                         ------------    ------------    ------------    ------------

EXPENSES
 Stock issued for services                                    185,934         808,396         575,184       2,785,721
 Professional fees                                             67,357          38,678         110,960         122,863
 Payroll                                                      139,596          44,600         247,620          87,742
 Management fees                                                7,692           7,693          15,385          15,385
 Other selling, general and administrative                    167,731          35,552         350,171          62,714
                                                         ------------    ------------    ------------    ------------
       Total Expenses                                         568,310         934,919       1,299,320       3,074,425
                                                         ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                                         (389,494)       (798,873)       (976,535)     (2,829,096)

OTHER INCOME (EXPENSE)
 Interest income                                                  105              36             106              36
 Gain on debt forgiveness                                   3,350,000            --         3,350,000            --
 Equity loss of affiliate                                    (242,311)       (229,748)       (308,876)       (301,416)
                                                         ------------    ------------    ------------    ------------
       Total Other Income (Expenses)                        3,107,794        (229,712)      3,041,230        (301,380)
                                                         ------------    ------------    ------------    ------------

INCOME (LOSS) BEFORE TAXES                                  2,718,300      (1,028,585)      2,064,695      (3,130,476)

 Income taxes                                                  13,039           8,536          23,212          15,317
                                                         ------------    ------------    ------------    ------------

NET INCOME (LOSS)                                        $  2,705,261    $ (1,037,121)   $  2,041,483    $ (3,145,793)

                                                         ============    ============    ============    ============

Net income (loss) per common share - basic and
 diluted                                                 $       0.12    $       (.05)   $       0.09    $       (.16)
                                                         ============    ============    ============    ============

Weighted average number of common shares
 outstanding - basic and diluted                           21,678,791      20,955,813      21,673,338      19,740,158
                                                         ============    ============    ============    ============



See accompanying notes to condensed consolidated financial statements.

                                       4



                    TEDA TRAVEL GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)




                                                                 2005           2004
                                                             -----------    -----------
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                           $ 2,041,483     (3,145,793)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
  Depreciation and amortization                                  127,978          6,275
  Stock and warrants issued for consulting services              575,184      2,785,721
  Gain on debt forgiveness                                    (3,350,000)          --
  Loss in affiliate                                              308,876        301,416
  Increase (decrease) in:
    Accounts receivable                                            2,262        (83,610)
    Prepaid expenses                                            (102,993)        32,716
  Decrease (increase) in:
    Accounts payable and accrued expenses                        132,535         55,653
                                                             -----------    -----------
       Net Cash Used In Operating Activities                    (264,675)       (47,622)
                                                             -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment                               (5,901)       (43,636)
 Investment in a subsidiary                                       48,440           --
 Due from directors                                                 --          (16,730)
 Due from stockholders                                              --           15,625
                                                             -----------    -----------
       Net Cash Provided By (Used In) Investing Activities        42,539        (44,741)
                                                             -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Due to related parties                                           10,804           --
 Due to a director                                                30,396           --
 Due to a shareholder                                            196,113           --
 Payments on capital lease                                        (4,680)          --
                                                             -----------    -----------
       Net Cash Provided By Financing Activities                 232,633           --
                                                             -----------    -----------

INCREASE (DECREASE) IN CASH                                       10,497        (92,363)

CASH - BEGINNING OF PERIOD                                        66,742         98,079
                                                             -----------    -----------

CASH - END OF PERIOD                                         $    77,239          5,716
--------------------                                         ===========    ===========


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------
During 2004, the Company leased a vehicle under a capital lease for $24,178.

See accompanying notes to condensed consolidated financial statements.

                                       5


                    TEDA TRAVEL GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF JUNE 30, 2005
                                   (UNAUDITED)


NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
------------------------------------------------------------------

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

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

     For further information, refer to the consolidated financial statements and
     footnotes included in the Company's Form 10-KSB.

NOTE 2 REVERSE MERGER
---------------------

     On March 10, 2004,  Acola Corp.  consummated an agreement with Teda Travel,
     Inc. a Florida  corporation,  pursuant to which Teda Travel, Inc. exchanged
     100% of the then  issued  and  outstanding  shares of common  stock of Teda
     Hotels Management  Company,  Limited for 17,853,578 shares or approximately
     86% of the common stock of Acola Corp.  As a result of the  agreement,  the
     transaction  was treated for accounting  purposes as a capital  transaction
     and  recapitalization  by the accounting  acquirer (Teda Hotels  Management
     Company, Limited) and as a reorganization by the accounting acquiree (Acola
     Corp.).  Subsequent  to the merger,  Acola  Corp.  changed its name to Teda
     Travel Group, Inc.

     Accordingly, the financial statements include the following:

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

     (2)  The  statement of operations  includes the  operations of the acquirer
          for the periods  presented and the operations of the acquiree from the
          date of the merger.

NOTE 3 PRINCIPLES OF CONSOLIDATION
----------------------------------

     The  accompanying  condensed  consolidated  financial  statements  for 2004
     include the accounts of Teda Travel Group, Inc. from the date of merger and
     its wholly owned subsidiary Teda Hotels Management  Company Limited and its
     wholly owned  subsidiaries  Teda Hotels Management  Limited,  and Teda BVI,
     Ltd.

     The  accompanying  condensed  consolidated  financial  statements  for 2005
     include the  accounts  of Teda  Travel  Group,  Inc.  and its wholly  owned
     subsidiaries Teda Hotels Management Company Limited, Teda Hotels Management


                                       6


NOTE 3 PRINCIPLES OF CONSOLIDATION - continued

     Limited,  Teda BVI, Ltd., Teda Beijing,  Ltd. and its 60% owned  subsidiary
     Landmark  International  Hotel Group,  Ltd.  hereafter  referred to as (the
     "Company").  The Company accounts for its 35% investment in a joint venture
     using the equity method.  All significant  inter-company  transactions  and
     balances have been eliminated in consolidation.

NOTE 4 INVESTMENT IN AFFILIATE
------------------------------

     On January 6, 2002,  the Company  acquired a 35%  interest in a real estate
     joint venture located in China. The joint venture was formed to develop and
     manage a  mixed-use  complex  of  apartments,  restaurants,  a hotel  and a
     private  clubhouse.  The joint venture was formed with a maximum life of 50
     years. The joint venture partner is also a 17% stockholder of the Company.

     A summary of the unaudited condensed  consolidated  financial statements of
     the affiliate as of June 30, 2005 s as follows:

     Current assets                                      $ 21,189,510
     Non-current assets                                    42,153,486
                                                         ------------

     Total Assets                                          63,342,996
                                                         ============

     Current liabilities                                   48,537,168
     Non-current liabilities                                4,837,929
     Stockholders' equity                                   9,967,899
                                                         ------------

     Total Liabilities and Stockholders' Equity            63,342,996
                                                         ============

     Revenues                                            $  4,002,312
     Gross Profit                                           1,594,638
                                                         ------------

     Net loss                                                (399,795)
                                                         ============

     The Company's share of the loss for 2005 after
     accounting for differences between Hong Kong GAAP
     and U.S. GAAP are as follows:

     Company share at 35%                                $   (139,928)
     Less: U.S. GAAP adjustment for depreciation             (168,948)
     ===========================================         ------------

     Equity in loss of affiliate                         $   (308,876)
                                                         ============

NOTE 5 RELATED PARTY TRANSACTIONS
---------------------------------

     During the six months  ended June 30, 2005 and 2004,  the Company  received
     management  revenue  of  $209,324  and  $213,012,   respectively  from  two
     properties it manages that are owned by a shareholder.

                                       7


NOTE 5 RELATED PARTY TRANSACTIONS - continued

     During  the six months  ended  June 30,  2005 and 2004,  the  Company  paid
     $15,385 to a stockholder for consulting and professional services.

     During  the six months  ended  June 30,  2005 and 2004,  the  Company  paid
     $14,645 and $60,550 to a director and stockholder for office space.

NOTE 6 STOCKHOLDERS EQUITY
--------------------------

     (A) Stock issued for services
     -----------------------------

     During May 19, 2005, the Company issued 4,000 shares to two vice presidents
     for services having a fair value of $2,000.  The Company recognized expense
     of $332 and recorded  deferred stock  compensation of $1,668 as of June 30,
     2005.

     (B) Stock issued for acquisition
     --------------------------------

     During May 19, 2005,  the Company  issued 39,834 shares of common stock for
     the acquisition of 55% of Teda Resort  Alliance  Development  Co.,  Limited
     common stock with a fair value of $105,328.  Issuance of 39,834  shares was
     cancelled as the transaction of acquisition has been mutually rescinded.

     During May 19, 2005,  the Company  issued 19,370 shares of common stock for
     the acquisition of 55% equity interest of Shanghai Bowking Hotel Management
     Company Limited with a fair value of $48,440 as first payment.

NOTE 7 BUSINESS SEGMENTS
------------------------

     The Company has two operating segments.  Each segment operates  exclusively
     in Asia. The Company's  Property  Management  segment  provides  management
     services to hotels and resorts in Asia. The Real Estate Investment  segment
     invests in real estate development projects. The accounting policies of the
     segments are the same as described in the summary of significant accounting
     policies. There are no inter-segment sales.

     2005                             Property      Real Estate
                                      Management    Investments       Total
                                     -----------    -----------    -----------

     Revenue                         $   322,785    $      --      $   322,785

     Loss from operations               (999,641)      (308,876)    (1,308,517)

     Depreciation and amortization       127,978           --          127,978

     Assets                            1,012,292      2,560,177      3,572,469

     Capital Expenditures                 (5,901)          --           (5,901)



                                       8


NOTE 7 BUSINESS SEGMENTS - continued

                                      Property      Real Estate
     2004                             Management    Investments          Total
                                     -----------    -----------    -----------

     Revenue                         $   245,329    $      --      $   245,329

     Loss from operations             (2,844,377)      (301,416)    (3,145,793)

     Depreciation                          6,275           --            6,275

     Assets                              267,629      3,360,452      3,628,081

     Capital Expenditures                 43,636           --           43,636

NOTE 8 DUE TO RELATED PARTIES
-----------------------------

     At June 30, 2005, the Company owed $554,402 to a  shareholder,  at the rate
     of 3% per annum and payable on the maturity date.

     At June 30, 2005, a related party is owed $7,383 for office space leased to
     the Company.

 
NOTE 9 GAIN ON DEBT FORGIVENESS
------ ------------------------

     During 2005, the Company  recorded a gain of $3,350,000 for the forgiveness
     of liabilities by its former parent corporation upon completion of the spin
     of by the parent corporation to its stockholders.

NOTE 10  SUBSEQUENT EVENTS
------- ------------------


     During 2004, the Company entered into a letter of intent to purchase 55% of
     the outstanding stock of Teda Resort Alliance Development Co, Ltd. for cash
     of  approximately  $280,872 and $105,328 payable in shares of common stock.
     Upon  completion  of an  independent  valuation,  the  purchase  price  was
     adjusted to $199,516. The transaction was approved by the Chinese Authority
     on April 25,  2005,  and the Company  closed the  transaction  on April 27,
     2005. On August 22, 2005, this transaction has been mutually  rescinded due
     to the Registrant's lack of funds to complete the acquisition.


     On January 4, 2005,  the Company  entered  into an agreement to acquire 55%
     equity interest in Shanghai  Bowking Hotel  Management  Company Limited for
     $242,000 of which  $121,000 was payable in cash and $121,100 was payable in
     the form of 48,440 restricted common shares of the Company valued at a fair
     value  of  $121,100.  As of  August  22,  2005,  this  acquisition  is  not
     completed.

                                       9



Item 2. Management's Discussion and Analysis or Plan of Operation.

Cautionary Statements

The following  discussion and analysis  should be read in  conjunction  with the
Company's  Consolidated  Financial  Statements and the Notes thereto included in
Part I, Item 1 of this Report. All amounts are expressed in U.S. dollars.

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

Overview

The  Company is a Delaware  corporation  incorporated  on  September  10,  1993,
currently headquartered in Hong Kong SAR, People's Republic of China ("PRC"). It
has  since  engaged  in  various  ventures  and  was led by  numerous  different
management teams for the last ten years.  The most recent operation  Company was
previously was known as Acola Corp. ("Acola"),  which came into being on October
12,  2001.  Acola was formed to attempt to  distribute  an  anti-cancer  drug in
Mexico,  where it was unable to secure  enough  capital to obtain the  exclusive
distribution rights to the drug and has had no business since 2002.

On March 10,  2004,  Teda  Travel  Incorporated,  a Florida  Corporation  ("Teda
Florida"),  entered into a Share Exchange Agreement ("Exchange  Agreement") with
its wholly owned subsidiary,  Teda Hotels Management  Company Limited, a British
Virgin Islands  Corporation  ("Teda BVI") and Acola. The Exchange  Agreement set
forth  certain  terms and  conditions of the exchange by which the entire issued
share  capital  of Teda BVI is  transferred  to that of Acola  in  exchange  for
approximately  86% of the  issued  share  capital of Acola.  The  closing of the
Transaction  occurred on March 12, 2004.  On the closing  date,  pursuant to the
Exchange Agreement,  all of Acola's existing officers and directors,  except Mr.
James N. Baxter,  resigned and all the directors of Teda Florida were elected on
the Board of Acola.  Mr. James N. Baxter resigned on March 30, 2004. In order to
better  reflect the new  operations  of the  Company,  the  Company  amended its
certificate  of  incorporation  to change its name to that of Teda Travel Group,
Inc. on April 20, 2004. Prior to the share exchange, the Company had no material
operations.  The merger was accounted for as a recapitalization  of Teda BVI, as
the  shareholders of Teda BVI acquired capital stock of the Company in a reverse
acquisition.  Accordingly,  the assets and liabilities of Teda BVI were recorded
at  historical  cost,  and the shares of common stock issued by the Company were
reflected in the consolidated  financial  statements with retroactive effect, as
if the Company had been the parent company from inception.  The Company's former
year-end  date  was  June 30 and  currently  assumes  the  year-end  date of the
acquirer of December 31.

The Company  primarily  earns its revenues  through the  provision of management
services,  including training and consulting services,  to hotels and resorts in
the PRC through its operating subsidiaries, Teda BVI, and Teda Hotels Management
Limited,  a  Hong  Kong  corporation;   and  a  60%-held  subsidiary,   Landmark


                                       10


Item 2. Management's Discussion and Analysis or Plan of Operation - continued

International  Hotel Group Limited,  acquired through an acquisition that closed
on November 8, 2004.

The Company is also an investor in real estate development  projects in the PRC.
In January  2002,  the Company  acquired a 35%  interest in a real estate  joint
venture by the name of Tianjin Yide Real Estate Company  Limited.  The Company's
co-venturer is a real estate developer by the name of Tianjin Teda International
Hotels  Development   Company  Limited,  a  corporation  owned  by  the  Tianjin
provincial  government  and formed  under the laws of the  People's  Republic of
China. Through the real estate joint venture, the Company owns a 35% interest in
a multi-use complex  featuring  apartment units for sale, as well as a hotel and
clubhouse.  For more information  about the Company's real estate joint venture,
please see Item 2, "Properties," in the Teda Travel Group,  Inc.'s Annual Report
on Form  10-KSB,  as filed  with  the  United  States  Securities  and  Exchange
Commission on April 13, 2005.

Revenues are derived from the  Company's  provision  of  management  services to
hotels and resorts which  include  management  fees and incentive  fees from the
properties  that  it  manages,  pursuant  to the  terms  and  conditions  of its
management  contracts.  Each  of the  hotels  and  resorts  is  managed  under a
management  contract with terms  varying from 2-10 years.  As of June 30, 2005,
the Company  manages 13 hotels and a club house  located in various parts of the
PRC, encompassing more than 2,695 rooms.

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

The Company's  expansion plans for 2005 have not been successful due to the lack
of sufficient  funds.  For this reason,  management has decided to conserve cash
and agreed  with the owners of Teda Resort  Alliance  Development  Co.,  Limited
("TRAC") to rescind the Company's  acquisition of the TRAC on August 20, 2005.

Management  of the  Company  plans to grow by  acquiring  peer hotel  management
companies and may diversify the Company's  business  through entering new travel
business sectors such as online reservation services and travel agencies.

For more information relating to the Company's business,  please see the section
entitled  "Business"  in the Teda Travel  Group,  Inc.'s  Annual  Report on Form
10-KSB as filed with the United  States  Securities  and Exchange  Commission on
April 13, 2005.

Critical Accounting Policies

The  preparation of our financial  statements  requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities,  revenues and
expenses,  and related  disclosure of contingent  assets and liabilities.  On an
ongoing  basis,  we evaluate our  estimates,  including but not limited to those
related  to income  taxes  and  impairment  of  long-lived  assets.  We base our
estimates on historical  experience and on various other assumptions and factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for  making  judgments  about the  carrying  values of assets and
liabilities  that are not  readily  apparent  from other  sources.  Based on our
ongoing review, we plan to make adjustments to our judgments and estimates where
facts and circumstances dictate. Actual results could differ from our estimates.

                                       11


Item 2. Management's Discussion and Analysis or Plan of Operation - continued

We believe the  following  critical  accounting  policies  are  important to the
portrayal of our financial  condition  and results and require our  management's
most difficult,  subjective or complex judgments,  often as a result of the need
to make estimates about the effect of matters that are inherently uncertain.

(i) Property and Equipment
--------------------------

Property  and  equipment  are  stated at cost,  less  accumulated  depreciation.
Depreciation  is provided  using the  straight-line  method  over the  estimated
useful  life of the  assets  from  three  to  thirty  nine  years.  Repairs  and
maintenance on property and equipment are expensed as incurred.

(ii) Revenue Recognition
------------------------

The Company  recognizes hotel and resort  management  service fees in the period
when the services are rendered.

(iii) Foreign Currency Translation
----------------------------------

The Company's assets and liabilities that are denominated in foreign  currencies
are  translated  into the currency of United  States  dollars using the exchange
rates at the balance sheet date. For revenues and expenses, the average exchange
rate  during  the year was used to  translate  Hong  Kong  dollars  and  Chinese
Renminbi into United States dollars.  The translation gains and losses resulting
from  changes in the  exchange  rate are  charged or  credited  directly  to the
stockholders'  equity section of the balance sheet when  material.  All realized
and unrealized transaction gains and losses are included in the determination of
income in the period in which they occur.  Translation and transaction gains and
losses are included in the statement of operations because they are not material
as of June 30, 2005.

(iv) Stock-Based Compensation
-----------------------------

The Company  accounts for  stock-based  compensation  using the intrinsic  value
method prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations and elects the disclosure
option of Statement of Financial  Accounting  Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123").

Accordingly,  compensation  cost for stock options is measured as the excess, if
any,  of the fair  value of the  Company's  stock at the date of grant  over the
amount an employee must pay to acquire the stock. The Company also records stock
compensation  expense for any  options  issued to  non-employees  using the fair
value method prescribed in SFAS No. 123.

(v) Income Taxes
----------------

The Company accounts for income taxes under the Financial  Accounting  Standards
Board Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" ("SFAS No. 109"). Under SFAS No. 109, deferred tax assets and liabilities
are  recognized  for the future tax  consequences  attributable  to  differences
between  the  financial  statement  carrying  amounts  of  existing  assets  and
liabilities and their respective tax bases.  Deferred tax assets and liabilities


                                       12


Item 2. Management's Discussion and Analysis or Plan of Operation - continued

are measured  using enacted tax rates expected to apply to taxable income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  Under SFAS No. 109, the effect on deferred tax assets and  liabilities
of a change in tax rates is recognized in income in the period that includes the
enactment date.

(vi) Long-Lived Assets
----------------------

The Company  accounts for  long-lived  assets under the  Statements of Financial
Accounting  Standards  Nos.  142 and 144  "Accounting  for  Goodwill  and  Other
Intangible  Assets" and  "Accounting  for  Impairment  or Disposal of Long-Lived
Assets"  ("SFAS  No.  142 and 144").  In  accordance  with SFAS No. 142 and 144,
long-lived assets,  goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for  impairment  whenever  events or changes in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and  intangible  assets,  the  recoverability  test is performed  using
undiscounted net cash flows related to the long-lived assets.

Consolidated Results of Operations


For the three months ended June 30, 2005 and June 30, 2004

Revenues.  Revenues for the three  months  ended June 30, 2005 were  $178,816 as
compared to revenues of $136,046  for the same period last year,  an increase of
$42,770, or 31%. We enjoyed a healthy growth in the current quarter,  especially
with the number of hotels under our management that has grown from 3 to 13.

Other Selling,  G&A expenses.  Other selling,  G&A expenses for the three months
ended June 30, 2005 were  $167,731  as compared to $35,552 for the three  months
ended June 30, 2004, an increase of $132,179 or 372%. The significant  increases
in Other  Selling,  G&A  expenses  is due to the  counsel  cost  incurred on due
diligence,   acquisition   agreement  drafting  and  other  costs  incurred  for
implementing  procedures to satisfy  regulations within the Sarbanes-Oxley  Act.
The Company expects the legal costs to reduce significantly hereafter.

Stock issued for services.  The Company recorded stock  compensation of $185,934
for shares issued to  consultants  for media  relations  during the three months
ended June 30, 2005. The Company recorded  $808,396 in the same period last year
which  represented  mainly  consultancy  fees  related  to  the  share  exchange
transaction  that closed on March 12, 2004 and  various  services  such as legal
services,  business development matters and bonus to a person who become the CEO
of a subsidiary.

Loss from  Operations.  The Company  incurred a loss from operations of $389,494
for the three months ended June 30, 2005 as compared to a loss of $798,873  last
year. The loss from operations reflected a decrease in expenses related to stock
issued for services and an increase in revenue.

Equity loss in  associate.  The Company  recorded an equity loss in affiliate of
$242,311  for the three  months  ended June 30, 2005 as compared to $229,748 for
the three  months  ended June 30,  2004,  an  increase  of  $12,563,  or 5%. The
increase in net loss was due to decreased hotel  accommodation  revenue recorded
by the associate during the quarter.

Income tax.  The Company  derives its hotel  management  income in the  People's
Republic  of China and is subject  to  withholding  income  tax in the  People's
Republic of China  depending  upon the province in which a  particular  hotel is
located.  Income tax  expense  the Company  charged to the  consolidated  income


                                       13


Item 2. Management's Discussion and Analysis or Plan of Operation - continued

statement for three months ended June 30, 2005 was $13,039 as compared to $8,536
for the three months ended June 30, 2004, an increase of $4,503 or 53%.

Net Loss.  The Company  recorded a net income of  2,705,261 as compared to a net
loss of ($1,037,121) for the same period last year. The significant decrease was
mainly due to $808,396 expense derived from the stock issued for services in the
last period largely  offset by a gain of $3,350,000  recorded in the current for
the forgiveness of liabilities by its former parent  corporation upon completion
of the spin of by the parent corporation to its stockholders described above, in
addition to increase in gross revenue.

For the six months ended June 30, 2005 and June 30, 2004

Revenues.  Revenues  for the six months  ended June 30,  2005 were  $322,785  as
compared to revenues of $245,329  for the same period last year,  an increase of
$77,456, or 32%. We enjoyed a healthy growth in the current quarter,  especially
with the number of hotels under our management that has grown from 3 to 13.

Other  Selling,  G&A expenses.  Other  selling,  G&A expenses for the six months
ended June 30,  2005 were  $350,171  as  compared  to $62,714 for the six months
ended June 30, 2004, an increase of $287,457 or 458%. The significant  increases
in Other  Selling,  G&A  expenses  is due to the  counsel  cost  incurred on due
diligence,   acquisition   agreement  drafting  and  other  costs  incurred  for
implementing  procedures to satisfy  regulations within the Sarbanes-Oxley  Act.
The Company expects the legal costs to reduce significantly hereafter.

Stock issued for services.  The Company recorded stock  compensation of $575,184
for shares issued to consultants for media relations during the six months ended
June 30,  2005.  The Company  recorded  $2,785,721  in the same period last year
which  represented  mainly  consultancy  fees  related  to  the  share  exchange
transaction that closed on March 12, 2004.

Loss from  Operations.  The Company  incurred a loss from operations of $976,535
for the six months ended June 30, 2005 as compared to a loss of $2,829,096  last
year.  The loss from  Operations  reflected  a decrease  in expenses as outlined
above, mostly that of the stock issued for services, and an increase in revenue.

Equity loss in  associate.  The Company  recorded an equity loss in affiliate of
$308,876  for the six months ended June 30, 2005 as compared to $301,416 for the
six months  ended June 30, 2004,  an Increase of $7,460,  or 2%. The increase in
net  loss was due to  decreased  hotel  accommodation  revenue  recorded  by the
associate during the quarter.

Income tax.  The Company  derives its hotel  management  income in the  People's
Republic  of China and is subject  to  withholding  income  tax in the  People's
Republic of China  depending  upon the province in which a  particular  hotel is
located.  Income tax  expense  the Company  charged to the  consolidated  income
statement  for six months ended June 30, 2005 was $23,212 as compared to $15,317
for the six months ended June 30, 2004, an increase of $7,895 or 52%.


Net Loss.  The Company  recorded a net income of $2,041,483 as compared to a net
loss of ($3,145,793) for the same period last year. The significant decrease was
mainly due to the non-recurring $1,977,325 expense derived from the stock issued
for  services  last  year  and a gain  of  $3,350,000  for  the  forgiveness  of
liabilities by its former parent  corporation  upon completion of the spin of by
the parent  corporation  to its  stockholders  described  above,  in addition to
increase in gross revenue.

                                       14


Item 2. Management's Discussion and Analysis or Plan of Operation - continued

Consolidated Financial Condition

Liquidity and Capital Resources - June 30, 2005

Operating.  For the period ended June 30, 2005, the Group's operations  utilized
cash  resources  of $264,675,  as compared to utilizing  cash of $47,622 for the
period ended June 30, 2004, an increase of $217,053 This is mainly attributable
to the increase in accounts receivable.

Investing  and  financing.  For the period  ended  June 30,  2005,  the  Group's
investing  activities  obtained  cash  resources  of  $42,539,  as  compared  to
utilizing  cash of $44,741  for the period  ended June 30,  2004,  a decrease of
$87,280


Based on current  expectations,  we believe that our cash and cash  equivalents,
and cash generated from operations  will satisfy our working capital needs,  and
other liquidity requirements  associated with our existing operations through at
least the next 12 months.  There are no  transactions,  arrangements,  and other
relationships with unconsolidated  entities or other persons that are reasonably
likely to materially  affect  liquidity or the  availability of our requirements
for capital.


Off-Balance Sheet Arrangements

We do not have any off-balance sheet financing arrangements.

Item 3.  Controls and Procedures.

Based on our  management's  evaluation  (with  the  participation  of our  chief
executive  officer  and chief  financial  officer),  as of the end of the period
covered by this report, our principal  executive officer and principal financial
officer have concluded  that our disclosure  controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange Act of 1934, as
amended, (the "Exchange Act")) are effective to ensure that information required
to be  disclosed  by us in reports.


There was no change in our internal control over financial  reporting during our
second quarter of fiscal 2005 that has  materially  affected,  or is  reasonably
likely to materially affect, our internal control over financial reporting.


                                       15



                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

In August 2000,  the Company  received a letter from an attorney  advising  that
there is an Order  for  Entry  of  Default  Judgment  in the  District  Court of
Boulder,  Colorado  against a predecessor of the Company in favor of two alleged
former employees of Northern Lights Software, Ltd. (a subsidiary of the Company)
dated March 10, 1998 in the total amount of $74,887. The judgment was apparently
for alleged  unpaid wages.  Pursuant to an Agreement and Plan of  Reorganization
dated  February  15,  1999,  a former  director of the  Company  had  personally
warranted  that there were no  undisclosed  liabilities  in the  Company and had
indemnified  the Company  against such claims.  He stated that he believed  that
claimants were actually employees of Northern Lights Software (New York) Ltd., a
subsidiary of Northern Lights Software,  Ltd.  (Delaware),  a predecessor of the
Company. The Company's  predecessor accepted $10,300 from the former director in
exchange for releasing his indemnification of the Company.  The Company believes
that the Colorado lawsuit was brought against the wrong corporation and that the
default judgment was erroneously  issued in violation of Colorado  statutes,  as
interpreted by the Colorado Supreme Court.  Based upon a review of the record in
the case, management believes that it would be an error for any court to enforce
the default judgment,  and the Company plans to mount a vigorous defense against
any effort to enforce the judgment against the Company.

Other  than  that  stated  above,  to the best  knowledge  of the  Officers  and
Directors  of the  Company,  neither  the  Company  nor any of its  Officers  or
Directors is a party to any material  legal  proceeding or  litigation  and such
persons know of no other material legal proceeding or litigation contemplated or
threatened.  Other than that stated  above,  there are no judgments  against the
Company or its Officers or Directors.

Item 2.  Changes in Securities.

On May 19, 2005,  the Company  issued 4,000  shares to two vice  presidents  for
services having a fair value of $2,000.  The Company  recognized expense of $332
and recorded deferred stock compensation of $1,668 as of June 30, 2005.

On May 19,  2005,  the  Company  issued  39,834  shares of common  stock for the
acquisition of 55% of Teda Resort Alliance Development Co., Limited common stock
with a fair value of $105,328.  Issuance of 39,834  shares was  cancelled as the
transaction of acquisition has been mutually rescinded.

On May 19,  2005,  the  Company  issued  19,370  shares of common  stock for the
acquisition of 55% equity interest of Shanghai Bowking Hotel Management  Company
Limited with a fair value of $48,440 as first payment.

                                       16


Item 3. Exhibits and Reports on Form 8-K.

     (a) Exhibit Index

  31.1         Certification  of Chief Executive  Officer pursuant to Securities
               Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
               Section 302 of the Sarbanes Oxley Act of 2002

  31.2         Certification  of Chief Financial  Officer pursuant to Securities
               Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to
               Section 302 of the Sarbanes Oxley Act of 2002

  32.1         Certification  pursuant  to 18  U.S.C.  Section  1350 as  adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

  32.2        Certification  pursuant  to 18  U.S.C.  Section  1350 as  adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


     (b) Reports on Form 8-K:

     On April 28, 2005,  the Company filed a Current  Report on Form 8-K dated
July 1, 2005, for:

     (a)  April  27,  2005,  Teda  Travel  Group,  Inc.  issued a press  release
          announcing  that  the  acquisition  of Teda  Resort  Alliance  Company
          Limited has been approved by the Tianjin Government.

     On May 9, 2005,  the Company filed a Current  Report on Form 8-K dated July
1, 2005, for:

     (a)  On April 25, 2005,  Teda Travel  Group,  Inc.  (the  "Registrant"),  a
          Delaware corporation signed a Supplemental  Agreement to Agreement for
          Sale and Purchase of Certain  Interests in the  Registered  Capital of
          Tianjin TEDA Resort  Alliance  Development  Company  Limited  ("TRAC")
          dated August 18, 2004 (the "Supplemental Agreement"). The supplemental
          agreement called for a reduction of total  consideration  for the sale
          and purchase of the Sale Interests, from $386,200 to $199,516.

     On July 6, 2005,  the Company filed a Current Report on Form 8-K dated July
1, 2005, for:

     (a)  On June 30, 2005,  Hon Ming Wong  resigned  from the position of Chief
          Financial  Officer  and  Director  of  Teda  Travel  Group  Inc.  (the
          "Company") due to personal reasons;

     (b)  The Company's  Board of Directors  appointed  Godfrey Chin Tong Hui as
          Interim Chief Financial  Officer,  effective June 30, 2005. Mr. Hui is
          currently the Chief Executive Officer of the Company.

     On July 11, 2005, the Company filed a Current Report on Form 8-K dated June
30, 2005, for:

     (a)  On June 30,  2005,  the Boards of Directors  terminated  of service of
          Pacific Stock Transfer  Company,  a Nevada  corporation with office at
          500 E.  Warm  Springs  Rd.,  Suite  240 Las  Vegas,  NV  89119  as the
          Company's Stock Transfer Agent.

                                       17


     (b)  On June 30,  2005,  the Boards of  Directors  engaged  the  service of
          Holladay Stock Transfer,  Inc., a Nevada corporation with office at 50
          West Liberty  Street,  Suite 880, Reno,  Nevada 89501 as the Company's
          new Stock Transfer Agent.

     On August 23, 2005,  the Company  filed a Current  Report on Form 8-K dated
August 20, 2005, for:

     (a)  Teda Travel  Group,  Inc. (the  "Registrant")  had signed a definitive
          agreement to purchase  55% of the  outstanding  registered  capital of
          Teda Resort  Alliance  Development  Co., Ltd ("TRAC"),  a Sino-foreign
          joint venture  company  registered in the People's  Republic of China.
          This transaction was mutually  rescinded due to the Registrant's  lack
          of funds to complete the acquisition..

                                   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 TRAVEL GROUP INC.

Date: September 1, 2005                      By:    /s/ GODFREY CHIN TONG HUI
                                                  ----------------------------
                                                        Godfrey Chin Tong Hui,
                                                        Chief Executive Officer


Date: September 1, 2005                      By:    /s/ GODFREY CHIN TONG HUI
                                                  ----------------------------
                                                        Godfrey Chin Tong Hui,
                                                        Chief Financial Officer

                                       18