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)   May 25, 2005
                                                   ------------


                           TENGTU INTERNATIONAL CORP.
               (Exact name of Registrant as specified in charter)

         Delaware                     000-29957                77-0407366
--------------------------------------------------------------------------------
(State or other jurisdic-            (Commission              (IRS Employer
 tion of incorporation)              File Number)           Identification No.)


                236 Avenue Road, Toronto, Ontario, Canada M5R 2J4
               (Address of principal executive offices) (Zip Code)

                                  416-963-3999
              (Registrant's telephone number, including area code)


      (Former name, address and fiscal year, 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 CFR240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

      On May 25, 2005, Kennith Johnson, Director and Chairman of the Audit
Committee of the Board of Tengtu International Corp. (the "Company") resigned
his directorship and the Chairman position in the Audit Committee of the Board
of the Company in order to pursue other interests.

      Mr. Johnson's resignation is not a result of any disagreement with the
Company on any matter, including any matter related to the operations, policies
or practices of the Company.

      The Company has not appointed any person to fill in the vacancies created
by the resignation of Mr. Johnson.


                                   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 hereunto duly authorized.

                                               TENGTU INTERNATIONAL CORP.

June 1, 2005                                   By: /s/ Penghui Liu
                                               --------------------
                                               Dr. Penghui Liu, CEO
{"company-data": {"conformed-name": "TENGTU INTERNATIONAL CORP", "cik": "0000847597", "assigned-sic": "7389", "irs-number": "770407366", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29957", "film-number": "05869622"}, "business-address": {"street1": "236 AVENUE ROAD", "street2": "--", "city": "TORONTO ONTARIO CANA", "state": "A6", "zip": "M5R 2J4", "phone": "4169633999"}, "mail-address": {"street1": "236 AVENUE ROAD", "street2": "--", "city": "TORONTO ONTARIO CANA", "state": "A6", "zip": "M5R 2J4"}, "former-company": {"former-conformed-name": "GALWAY CAPITAL CORP", "date-changed": "19960830"}}
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)   May 25, 2005
                                                   ------------

                           TENGTU INTERNATIONAL CORP.
               (Exact name of Registrant as specified in charter)

         Delaware                     000-29957                77-0407366
--------------------------------------------------------------------------------
(State or other jurisdic-            (Commission              (IRS Employer
 tion of incorporation)              File Number)           Identification No.)

                236 Avenue Road, Toronto, Ontario, Canada M5R 2J4
               (Address of principal executive offices) (Zip Code)

                                  416-963-3999
              (Registrant's telephone number, including area code)

      (Former name, address and fiscal year, 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 CFR240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers

      On May 25, 2005, Kennith Johnson, Director and Chairman of the Audit
Committee of the Board of Tengtu International Corp. (the "Company") resigned
his directorship and the Chairman position in the Audit Committee of the Board
of the Company in order to pursue other interests.

      Mr. Johnson's resignation is not a result of any disagreement with the
Company on any matter, including any matter related to the operations, policies
or practices of the Company.

      The Company has not appointed any person to fill in the vacancies created
by the resignation of Mr. Johnson.

                                   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 hereunto duly authorized.

                                               TENGTU INTERNATIONAL CORP.

June 1, 2005                                   By: /s/ Penghui Liu
                                               --------------------
                                               Dr. Penghui Liu, CEO