UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 20, 2004 TEDA TRAVEL GROUP INC -------------------------------------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 000-30264 11-3177042 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) Suite 2102 Chinachem Century Tower 178 Gloucester Road Wanchai, Hong Kong --------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (852) 2833-2186 Item 1.01 Entry into a Material Definitive Agreement. The Registrant had reported in its Current Report on Form 8-K dated August 20, 2004 that it 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 This transaction has been mutually rescinded due to the Registrant's lack of funds to complete the acquisition. Item 9.01 Financial Statements and Exhibits (a) Financial Statements None (b) Exhibits. Exhibit No. Exhibit Description --------------- ------------------------------------------------------------- 2.1 Definitive Sale & Purchase Agreement (1) 2.2 Mutual release and Settlement Agreement (filed herewith) (1) Incorporated by reference from Form 8-K filed August 25, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. TEDA TRAVEL GROUP INC. Date: August 22, 2005 By: /s/ GODFREY CHIN TONG HUI ------------------------------------------- Godfrey Chin Tong Hui Chief Executive Officer