UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
February 9, 2006
TEDA TRAVEL GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-30264 11-3177042
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
Suite 2102 Chinachem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong
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(Address of Principal Executive Offices) (Zip Code)
(852) 2833-2186
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Registrant's Telephone Number, Including Area Code
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement; Item 3.02 Unregistered
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.
SIGNATURES
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 THEREUNTO DULY AUTHORIZED.
TEDA TRAVEL GROUP, INC.
Date: February 15, 2006 By: /s/ Godfrey Chin Tong Hui
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Godfrey Chin Tong Hui
Chief Executive Officer
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