10QSB/A 1 f10qsba192002_teda.htm AMENDMENT NO. 1 TO FORM 10-QSB FOR 09/30/02

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO
FORM 10-QSB

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

For the quarterly period ended September 30, 2002

  [     ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 000-29077

TEDA TRAVEL INCORPORATED
(Exact name of small business issuer as specified in its charter)

Florida 65-0963971
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

Suite 1801, Chinachem Johnston Plaza
178 Johnston Road, Wanchai, Hong Kong
(Address of Principal Executive Offices)

011-852-2833-2186
(Issuer's telephone number)

(Former name, address and fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X]   No [  ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of November 12, 2002: 5,950,000 shares of common stock outstanding, $0.001 par value.

FORM 10-QSB

TEDA TRAVEL INCORPORATED
FINANCIAL STATEMENTS


INDEX

Page
            Part I-- FINANCIAL INFORMATION    
                 Item 1. Financial Statements  
                            Balance Sheet   2  
                              Statement of Operations   3  
                              Statement of Shareholders' Deficit   4  
                            Statement of Cash Flows   5  
                            Notes to Financial Statements   6  
                 Item 2. Management's Discussion and Analysis of Financial Condition   7  
            Part II-- OTHER INFORMATION  
                 Item 1. Legal Proceedings      
                 Item 2. Changes in Securities      
                 Item 3. Defaults Upon Senior Securities      
                 Item 4. Submission of Matters to a Vote of Security Holders      
                 Item 5. Other Information      
                 Item 6. Exhibits and Reports on Form 8-K      
                 Signature      
 

Item 1.     Financial Information

BASIS OF PRESENTATION

The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the nine months ended September 30, 2002 are not necessarily indicative of results that may be expected for the year ending December 31, 2002. The financial statements are presented on the accrual basis.


TEDA TRAVEL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002

TEDA TRAVEL INCORPORATED AND SUBSIDIARIES

CONTENTS

PAGE 1 CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2002 (UNAUDITED)
PAGE 2 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
PAGE 3 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (UNAUDITED)
PAGE 4-5 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2002 (UNAUDITED)


TEDA TRAVEL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2002
(UNAUDITED)

ASSETS

CURRENT ASSETS    
  Cash $ 264,643
  Accounts receivable, net   130,829
  Prepaid expenses and other current assets   69,188
  Due from directors   6,061
       Total Current Assets   470,721
     
PROPERTY AND EQUIPMENT - NET   3,679
     
TOTAL ASSETS $ 474,400
     
LIABILITIES AND STOCKHOLDERS' EQUITY    
     
CURRENT LIABILITIES Accounts payable and accrued expenses $  10,426
     
TOTAL LIABILITIES   10,426
     
STOCKHOLDERS' EQUITY    
Common stock, $.001 par value, 10,000,000 shares authorized, 5,950,000 issued and
   outstanding
  5,950
Additional paid-in capital   14,195
Retained earnings   443,829
     Total Stockholders' Equity   463,974
     
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 474,400

See accompanying notes to condensed consolidated financial statements.
1


TEDA TRAVEL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)

    For the Three
Months Ended September 30,
2002

  For the Three
Months Ended September 30,
2001

  For the Nine
Months Ended September 30,
2002

  For the Nine
Months Ended September 30,
2001

REVENUE, NET $ 134,247
$ 163,771
$ 376,488
$ 466,452
                 
EXPENSES                
  Legal and professional fees   36,832   24,107   81,659   47,992
  Consulting   40,528   17,949   55,912   27,949
  Payroll   31,658   38,318   97,382   84,333
  Depreciation   672   -   1,840   -
  Other selling, general and
   administrative
  19,349
  20,479
  40,902
  61,735
     Total Expenses   129,039
  100,853
  277,695
  222,009
                 
INCOME FROM OPERATIONS   5,208   62,918   98,793   244,443
                 
OTHER INCOME                
  Interest income   76
  298
  234
  1,030
                 
INCOME BEFORE TAXES   5,284   63,216   99,027   245,473
  Income taxes   6,554
  7,306
  17,501
  21,005
                 
NET INCOME (LOSS) $ (1,270)
$ 55,910
$ 81,526
$ 224,468
Net income (loss) per common share - basic and diluted $ -
$ .01
$ .02
$ .05
Weighted average number of common
shares outstanding - basic and diluted
  5,828,933
  5,000,000
  5,580,919
  5,000,000

See accompanying notes to condensed consolidated financial statements.
2


TEDA TRAVEL INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

    For the Nine
Months Ended
September 30, 2002

  For the Nine
Months Ended
September 30, 2001

CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income $ 81,526 $ 224,468
Adjustments to reconcile net income to net cash provided by
operating activities:
       
Depreciation and amortization   1,840   -
Stock issued for services   20,000   -
(Increase) decrease in:        
   Accounts receivable   68,861   (107,340)
   Prepaid expenses   (68,384)   18,423
Increase (decrease) in:        
   Accounts payable and accrued expenses   (11,485)
  (51,184)
      Net Cash Provided By Operating Activities   92,358
  84,367
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Purchase of property and equipment   (846)   (4,936)
Due from directors   726   (38,275)
Due from stockholders   (5,003)
  (1,182)
      Net Cash Used In Investing Activities   (5,123)
  (44,393)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from issuance of common stock   45
  -
      Net Cash Provided By Financing Activities   45
  -
         
INCREASE IN CASH AND CASH EQUIVALENTS   87,280   39,974
         
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD   177,363
  16,009
         
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 264,643
$ 55,983

See accompanying notes to condensed consolidated financial statements.
3


TEDA TRAVEL INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2002
(UNAUDITED)

NOTE 1; SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

  The accompanying unaudited 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 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 financial statements and footnotes included in the Company's Form 8-K-A.

NOTE 2; PRINCIPLES OF CONSOLIDATION

  The accompanying consolidated financial statements include the accounts of Teda Travel Incorporated and its wholly owned subsidiaries Teda Hotels Management Company Limited and Teda Hotels Management Limited. All significant inter-company transactions and balances have been eliminated in consolidation (See Note 1).

NOTE 3; REVERSE MERGER

  On July 12, 2002, Teda Travel , Inc., (“Teda” or "acquirer") formerly known as Gaige Financial Group, Inc. ("Gaige") acquired 100% of Teda Hotels Management Company Limited and Teda Hotels Management Limited (“THM” or “acquiree”) for 5,000,000 shares of Gaige common stock.

  As a result of the exchange agreement, the reorganization was treated as an acquisition by the acquiree and as a reverse merger by the acquirer for accounting purposes. Pursuant to the reverse merger, all capital stock shares and amounts and per share data have been retroactively restated.

  During July 2002, the Board of Directors approved the change in the Company's name from Gaige Financial Group, Inc. to Teda Travel Incorporated to more accurately reflect the current operations of the Company as a result of the reverse merger.

  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 statements of operations include the operations of the acquiree for the periods presented and the operations of the acquirer from the date of the merger.

4


NOTE 4; RELATED PARTY TRANSACTIONS

  During the nine months ended September 30, 2002 and 2001, the Company received management revenue of $213,213 and $151,942, respectively from two properties it manages that are owned by a shareholder.

  During the nine months ended September 30, 2002, the Company paid $23,077 and $35,769 to two directors for consulting and professional services.

NOTE 5; STOCKHOLDERS EQUITY

  A     Stock Issued for Services

  During the nine months ended September 30, 2002, the Company issued 250,000 common shares for services valued at $20,000 based upon the book value of the Company at the date of grant.

  B     Common Stock Options

  During the nine months ended September 30, 2002, the Company issued 250,000 common stock options at an exercise price of $0.001 per share. The exercise price is adjustable based upon the future opening trading value of the Company's common stock. The fair market value was determined based on the Black-Scholes option pricing model using the following assumptions; no annual dividend, volatility of 10%, risk-free interest rate of 6.25% and a term of one year. The fair value of the options was minimal and no expense has been recorded in the financial statements.


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

Plan of Operation

Consequent to the reverse merger with Teda Hotels Management Company Limited, the Company became involved in the provision of hotel management and consulting services in the People’s Republic of China (“PRC”). The company through its wholly owned subsidiaries Teda Hotels Management Company Limited and Teda Hotels Management Limited currently manages four hotel properties in three strategic capital cities in the PRC; namely Shenzhen, Tianjin and Xian. Shenzhen is an economic zone strategically located just north of Hong Kong whilst Tianjin is a key industrial city located 100 miles Southeast of Beijing and Xian is an important tourist location.

The Company’s two key managed properties are located in Tianjin because of the city’s extensive transportation network and world-class business infrastructure, attracting many foreign investments such as Motorola into the area. Local government officials in Tianjin are also supportive of foreign joint ventures set up in the area.

With the current four properties now managed profitably, the Company is looking to fill the hotel gap in China. The Company intends to establish a hotel chain under its management by pooling good quality hotels together to develop a tourist network. The Company will choose at least one hotel of good standard in each city in the PRC and designate it under its own brand name. The Company will endeavour to achieve a certain level of quality to provide reliable and creditable services to local travelers. We hope to maintain a high standard with emphasis that our customers are our priority. The hotels in the chain will be supported in the future by a hotel reservation system.

The goal of the Company is to provide a China nation-wide brand name hotel chain of high standards.

Results of Operations

Revenue:

Net revenue for the quarter ended September 30, 2002 was down $29,524 or a drop of 18% from the same period last year. Net revenue for the nine months ended September 30, 2002 also showed a decrease of $89,964 or a drop 19% from the same period last year. The drop in revenue was mainly due to the business slowdown in our Kindlion Hotel in Shenzhen, where business has been adversely affected by the economic downturn in Hong Kong, just south of the border from Shenzhen and certain pre-opening consulting fee for the Teda International Club received in 2001.

A new management contract that began in late September 2002 for the Tianjin International Club is expected to strengthen the revenue from the last quarter of 2002 onwards.

Administrative and Operating Expenses:

Administrative and operating expenses for the quarter ended September 30, 2002 showed an increase of $28,186 or an increase of 28% as compared to the same period last year. The increase in expenses for the quarter was mainly because of the consulting fee relating to the merger and the set up of new operations in Beijing for developing new businesses.

Administrative and operating expenses for the nine months ended September 30, 2002 also showed an increase of $55,686 or an increase of 25% as compared to the same period last year. The increase in expenses for the nine months ended September 30, 2002 was mainly due to the new operation set up in Beijing, the higher payroll, and the higher legal and professional fees that came with the reverse merger.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings. Not Applicable
     
Item 2. Changes in Securities. None
     
Item 3. Defaults Upon Senior Securities. Not Applicable
     
Item 4. Submission of Matters to a Vote of Security Holders. None
     
Item 5. Other Information. None
     
Item 6. Exhibits and Reports of Form 8-K. None
     
  (a)    Exhibits required by Item 601 of Regulation S-B. None
     
  (b)    Reports of Form 8-K. On August 22, 2002 a Form 8-K was filed based on Item 5 - Other Events.
     

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized.

  TEDA TRAVEL INCORPORATED
   
Date:   November 15, 2002 By:   /s/    Cheung Wai Tak
Cheung Wai Tak
Chief Financial Officer
   






CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Hui Chin Tong Godfrey certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form 10-QSB of Teda Travel Incorporated

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date with 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors and material weakness in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated:     November 15,  2002

/s/    Hui Chin Tong Godfrey
Hui Chin Tong Godfrey
Chief Executive Officer





CERTIFICATION OF
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

I, Cheung Wai Tak certify that:

1. I have reviewed this Amendment No. 1 to the quarterly report on Form 10-QSB of Teda Travel Incorporated

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date with 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) presented in this quarterly report our conclusions about effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors and material weakness in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated:     November 15,  2002

/s/    Cheung Wai Tak
Cheung Wai Tak
Chief Financial Officer