Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities

On June 16, 2006, TEDA Travel Group Inc. (the “Company”) consummated the acquisition of a majority interest of Guangdong Tianma International Travel Co., Ltd. (“Tianma”), a travel agency headquartered in the Guangdong province of the Peoples’ Republic of China (PRC) from Mr. Youwei Zheng (the “Seller”), pursuant to an agreement dated May 30, 2006. The Company paid the Seller HK$6.5 million in cash (which was approximately US$812,000 as of June 16, 2006) and issued to him 362,500 shares of the Company’s common stock in exchange for 55% of the shares of capital stock of Tianma. The cash portion of the purchase price was paid from working capital of the Company. The shares of Company common stock issued to the Seller were not registered with the SEC and are restricted securities. The issuance of such shares was made subject to an exemption from registration with the SEC provided by Section 4(2) of the Securities Act of 1933, as amended. Financial information about Tianma and pro forma financial information will be filed by amendment to this Form 8-K.