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)   November 17, 2004
                                                 ---------------------------

                           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>

      The following information was required to have been filed by the Company
in connection with its realization, in November, 2004, that certain of its
previously filed financial statements could not be relied upon. The Company
proceeded to expeditiously restate the affected financial statements at that
time and amend the affected filings, but did not file this Current Report on
Form 8-K. The report is therefore being filed as of the date hereof.

Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
            Audit Report or Completed Interim Review.

      (a)(1) Immediately after November 17, 2004, after thorough examination of
the Company's internal controls and financial condition, the Company determined
to amend its Annual Report on Form 10-K for the fiscal year ended June 30, 2004.

      (a)(2) The amendment includes the goodwill write-off and certain other
changes affecting the statement of cash flows.

      (a)(3) Moore Stephens, P.C. ("MS"), the Company's independent accountant,
discussed with the Company's officers the above-referenced matters.

      (b)(1) On November 17, 2004 MS advised the Company that the financial
statements in its Annual Report on Form 10-K for the fiscal year ended June 30,
2004 needed to be amended.

      (b)(2) Specifically, MS advised that goodwill needed to be written off and
that adjustments to the statement of cash flows, unrelated to this write-off,
were also required.

      (b)(3) MS had discussed with the Company's officers the above-referenced
matters.

Item 9.01 Exhibits

(c)   The following exhibit is filed herewith:

99.1  Letter dated May 10, 2005 from Moore Stephens, P.C. to the Securities and
      Exchange Commission.

                                   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.


May 10, 2005                    By: /s/ John D. Watt
                                   ---------------------------------------------
                                   John D. Watt, President
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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)   November 17, 2004
                                                 ---------------------------

                           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))
The following information was required to have been filed by the Company
in connection with its realization, in November, 2004, that certain of its
previously filed financial statements could not be relied upon. The Company
proceeded to expeditiously restate the affected financial statements at that
time and amend the affected filings, but did not file this Current Report on
Form 8-K. The report is therefore being filed as of the date hereof.

Item 4.02   Non-Reliance on Previously Issued Financial Statements or a Related
            Audit Report or Completed Interim Review.

      (a)(1) Immediately after November 17, 2004, after thorough examination of
the Company's internal controls and financial condition, the Company determined
to amend its Annual Report on Form 10-K for the fiscal year ended June 30, 2004.

      (a)(2) The amendment includes the goodwill write-off and certain other
changes affecting the statement of cash flows.

      (a)(3) Moore Stephens, P.C. ("MS"), the Company's independent accountant,
discussed with the Company's officers the above-referenced matters.

      (b)(1) On November 17, 2004 MS advised the Company that the financial
statements in its Annual Report on Form 10-K for the fiscal year ended June 30,
2004 needed to be amended.

      (b)(2) Specifically, MS advised that goodwill needed to be written off and
that adjustments to the statement of cash flows, unrelated to this write-off,
were also required.

      (b)(3) MS had discussed with the Company's officers the above-referenced
matters.

Item 9.01 Exhibits

(c)   The following exhibit is filed herewith:

99.1  Letter dated May 10, 2005 from Moore Stephens, P.C. to the Securities and
      Exchange Commission.

                                   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.

May 10, 2005                    By: /s/ John D. Watt
                                   ---------------------------------------------
                                   John D. Watt, President