UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~ DC 20549

_____________

FORM 8-K

_____________

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15 (d) OFof ~~THE~~the Securities Exchange Act of 1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~of earliest event reported): February 18, 2005

Date of report (Date of earliest event reported): January 6, 2002

TEDA TRAVEL INCORPORATED

(Exact ~~Name~~name of Registrant ~~Specified~~as specified in ~~Charter~~charter)

Florida

Florida	000-29077	65-0963971
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

~~000-29077~~Suite 2102 Chinachem Century Tower

~~65-0963971~~178 Gloucester Road

~~(State or Other Jurisdiction~~Wanchai, Hong Kong

(~~Commission File~~Address of principal executive offices)

Registrant’s telephone number, including area code: (~~I.R.S.~~852) ~~Employer~~2833-2186

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Incorporation)~~the registrant under any of the following provisions:

~~Number~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Identification No~~¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Suite~~¨ ~~1801,~~Pre-commencement ~~Chinachem~~communications ~~Johnston~~pursuant ~~Plaza~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~178~~¨ ~~Johnston~~Pre-commencement ~~Road,~~communications ~~Wanchai~~pursuant ~~Hong~~to ~~Kong~~Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~(Address~~ Item 3.02 Unregistered Sales of ~~Principal Executive Offices)(Zip~~ ~~Code)~~Equity Securities

~~N/A~~On December 20, 2004, the Board of Directors of Teda Travel, Inc., a Florida corporation (the “Registrant”), authorized and approved the issuance of 8,020,000 shares of common stock to its Chief Executive Officer, Godfrey Hui, as compensation for past services rendered to the Registrant. The issuance of these shares was exempt from registration under Section 4(2) of the Securities Act, as amended.

~~(Former~~Item ~~name~~3.03 orMaterial ~~former~~Modifications ~~address,~~to ifRights ~~changed~~of ~~since~~Security ~~last report)~~Holders

On January 27, 2005, the Board of the Registrant authorized the distribution of substantially all of the shares of common stock of Teda Travel Group, Inc. (TTG), a Delaware corporation, it owns to the Registrant’s ~~Telephone~~shareholders ~~Number,~~(“Stock ~~Including~~Distribution”). The ~~International~~record ~~Code~~date ~~and~~for ~~Area~~the ~~Code:~~distribution was January 29, 2005.

~~(011)(852)~~The ~~2833-2186~~Registrant is set to distribute an aggregate of 17,853,300 TTG Shares, such that a shareholder shall receive 0.717 share for every share of Registrant common stock held as of the record date and that the Registrant shall retain the remaining 278 TTG Shares.

~~Item 5. Other Events and Regulation FD Disclosure.~~SIGNATURE

OnPursuant ~~January~~to ~~6, 2002, Teda Travel Incorporated (~~the ~~“Company”)~~requirements ~~acquired a 35% interest (“Interest”) in a real estate joint venture by the name~~ of ~~Tianjin Yide Real Estate Company Limited (~~the ~~“Real~~Securities Estate Joint Venture”). 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~~Exchange ~~under~~Act ~~the laws~~ of ~~the People’s Republic of China. Through its Interest in the Real Estate Joint Venture~~1934, the ~~Company~~registrant ~~owns~~has aduly ~~multi-use~~caused ~~complex~~this ~~featuring~~report ~~apartment~~to ~~units~~be ~~for~~signed ~~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 Company’s Annual Report~~ on ~~Form~~its ~~10-KSB,~~behalf asby ~~filed with~~ the ~~United~~undersigned ~~States~~hereunto ~~Securities~~duly ~~and Exchange Commission (“SEC”) on April 15, 2003, as well as the Company’s subsequent Quarterly Reports on Form 10-QSB as filed with the SEC~~authorized.

~~The~~TEDA ~~purpose~~TRAVEL ofINCORPORATED ~~this~~By: ~~Current~~/s/ ~~Report~~GODFREY onCHIN ~~Form~~TONG ~~8-K~~HUI isGodfrey toChin ~~provide~~Tong ~~audited~~Hui ~~financial~~Chief ~~statements~~Executive for the Real Estate Joint Venture as required by Item 310(c)(1) of Regulation S-B. Because the Company acquired its Interest in the Real Estate Joint Venture in January 2002, the Company is filing as Exhibit 99.1 to this Form 8-K audited financial statements for the Real Estate Joint Venture for the period from March 3, 2000 (the date of inception) to December 31, 2000, and for the year ended December 31, 2001.Officer

~~Item~~Dated: 7.February ~~Financial Statements~~18, ~~Pro Forma Financial Information and Exhibits.~~2005

(a) Not applicable

(b) Not applicable

Exhibit No.

Description

99.1

Tianjin Yide Real Estate Company Limited Report and Financial Statements for the Period from March 3, 2000 (Inception) to December 31, 2000 and for the Year Ended December 31, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

TEDA TRAVEL INCORPORATED

Date: August 19, 2003

By: /s/ GODFREY HUI CHIN TONG

Godfrey Hui Chin Tong,

Chief Executive Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Tianjin Yide Real Estate Company Limited Report and Financial Statements for the Period from March 3, 2000 (Inception) to December 31, 2000 and for the Year Ended December 31, 2001.

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