Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
HUI GODFREY CHIN TONG
2. Issuer Name and Ticker or Trading Symbol
TEDA TRAVEL GROUP INC [TTVL.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)

SUITE 2102, CHINACHEM CENTURY TOWER, 178 GLOUCESTER ROAD
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


WANCHAI HONG KONG,  
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 05/06/2005   G4 5,637,140 D $ 0 400,000 D  
Common Stock             9,156,360 I See footnote. (1)
Common Stock             539,290 I See footnote. (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HUI GODFREY CHIN TONG
SUITE 2102, CHINACHEM CENTURY TOWER
178 GLOUCESTER ROAD
WANCHAI HONG KONG 
  X   X   Chief Executive Officer  
MAGNOLIA GROUP HOLDINGS LTD
SUITE 2102 CHINACHEM CENTURY TOWER, 178
GLOUCESTER ROAD
WANCHAI, K3 
    X    

Signatures

/s/ Godfrey Chin Tong Hui 02/10/2006
**Signature of Reporting Person Date

/s/ Godfrey Chin Tong Hui 02/10/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On May 6, 2005, Godfrey Chin Tong Hui transferred by gift 2,911,290 shares of Registrant's common stock to Magnolia Group Holdings, LTD. These securities are owned directly by Magnolia Group Holdings, LTD., but may also be deemed to be beneficially owned by Godfrey Chin Tong Hui, who is the sole director and holder of 1% of the voting securities of Magnolia Group Holdings, LTD.
(2) On May 6, 2005, Godfrey Chin Tong Hui treansferred by gift 171,469 shares of Registrant's common stock to New Nature Development, LTD. These securities are owned directly by New Nature Development, LTD., but may also be deemed to be beneficially owned by Godfrey Chin Tong Hui, who is the holder of 50% of the voting securities of New Nature Development, LTD.

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