Form 8-K for TEDA TRAVEL GROUP INC

15-Feb-2006

Change in Control

Sales of Equity Securities; Item 5.01 Changes in Control of Registrant

On February 9, 2006, TEDA Travel Group, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Agreement”) with Bloompoint Investments Limited, a British Virgin Islands company (“Bloompoint”). Pursuant to the Agreement, Bloompoint has agreed to purchase from the Company 33,333,333 shares of the Company’s common stock (the “Shares”) at US $0.12 per share (paid in Hong Kong dollars) for the aggregate purchase price of US $4.0 million. The Company has agreed to file with the SEC a resale registration statement relating to 7,000,000 Shares (the “Resale Registration Statement”) within one hundred-twenty

(120) days of the consummation of the transaction. The Company has no obligation to file a resale registration statement with respect to the remaining 26,333,333 shares. The Purchase Agreement, together with exhibits thereto, is attached hereto as Exhibit 10.3. Prior to entry into this Agreement, there was no relationship between Bloompoint, or any of Bloompoint’s affiliates, and Registrant, or any of Registrant’s affiliates. Upon the consummation of the sale of the Shares to Bloompoint pursuant to the Agreement, Bloompoint shall own approximately 60% of the outstanding stock of Registrant and shall consequently have a controlling interest in Registrant.

In connection with the foregoing private placement, the Company will pay a finder’s fee of $400,000.00 in cash to New Fortune Capital Holdings Limited (“New Fortune”). There is no relationship between New Fortune, or any of New Fortune’s affiliates, and Registrant, or any of Registrant’s affiliates.

Section 9 – Financial Statements and Exhibits

(a) Statements and Exhibits None

(b) Exhibits:

10.3 Common Stock Purchase Agreement dated February 9, 2006.