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)   March 24, 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

      On March 24, 2005 Tengtu  International Corp. (the "Company") entered into
Unit  Purchase  Agreements  with  the  following  purchasers  (collectively  the
"Purchasers"),  respectively,  pursuant  to which  it sold a total of  1,877,943
units  ("Units") for an aggregate  purchase price of $3,906,117.  Each Unit sold
consists of one share of Series A Convertible  Cumulative  Preferred  Stock, par
value $.01 per share, of the Company ("Series A Preferred"), redeemable warrants
to purchase ten (10) shares of the Company's  Common  Stock,  par value $.01 per
share ("Common  Stock") for an initial  exercise price of $0.40 per share ("$.40
Warrants") and  redeemable  warrants to purchase five shares of Common Stock for
an initial exercise price of $.60 per share ("$.60 Warrants" and,  together with
the $.40 Warrants,  the  "Warrants").  None of the Units, the shares of Series A
Preferred, $.40 Warrants and $.60 Warrants comprising the Units or the shares of
Common Stock issuable upon  conversion of the Series A Preferred and exercise of
the Warrants has been  registered  under the  Securities Act of 1933, as amended
(the  "Act").  The Units were  issued  pursuant  to the  exemption  provided  by
Regulation D under the Act. The closing occurred on March 24, 2005.

      PURCHASER                                   UNITS      PURCHASE PRICE

      Robert Bugbee                               96,154     $  200,000.00
      Robert Fraser and Claircine                  7,212     $   15,000.00
        Fraser, Trustees of the
        Fraser Trust of 1991
      John Cookson                                 7,212     $   15,000.00
      Bruce D. Smith                              18,750     $   39,000.00
      Damel Partners LP                           48,077     $  100,000.00
      Peter Brennan                               48,077     $  100,000.00
      Pinetree (Barbados) Inc.                   173,077     $  360,000.00
      Michael H. Weiss                            48,077     $  100,000.00
      C & A Investments                           96,154     $  200,000.00
      Peter Siris                                 57,692     $  120,000.00
      Guerilla Partners, IRA                       7,212     $   15,000.00
      Guerilla Partners LP                       337,500     $  702,000.00
      Tracemore, LLC                             100,962     $  210,000.00
      Greatrek Trust SA                          108,173     $  225,000.00
      William S. Fagan                           144,231     $  300,000.00
      Gotham Asset Management                    216,346     $  450,000.00
        (Master) L.P.
      Orion Capital Incorporated                 363,037     $  755,117.00
      TOTAL                                    1,877,943     $3,906,117.00

                                       2

<PAGE>

ITEM 5.03 AMENDMENTS TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
YEAR

      On March 24, 2005, the Company amended its Certificate of Incorporation by
filing with the  Delaware  Secretary  of State a  Certificate  of  Designations,
Preferences  and Rights of Series A Convertible  Cumulative  Preferred  Stock of
Tengtu   International  Corp.  (the  "Series  A  Certificate").   The  Series  A
Certificate  authorized the Company to issue, and provided for the designations,
preferences   and   relative   participating,   optional  or  other  rights  and
qualifications, limitations or restrictions of, three million (3,000,000) shares
of Series A Preferred, as follows:

      1.    Liquidation  Preference:  Each  share of  Series A  Preferred  has a
            liquidation  preference  equal to $2.08 plus any  accrued and unpaid
            dividends with respect to such share.

      2.    Dividends:  The Series A Preferred  is entitled to  dividends at the
            annual rate of 8% of the Original  Series Issue Price (the "Dividend
            Rate"),  payable quarterly either in cash or in additional shares of
            Series A Preferred.  Commencing  after the first  anniversary of the
            original date of issue,  if the Company fails to pay cash  dividends
            on the  outstanding  Series A Preferred  for any  quarter,  then the
            Dividend Rate will be increased by 2%;  provided,  that the Dividend
            Rate will not be increased  by more than 2% in any calendar  year or
            exceed a maximum  Dividend  Rate of 16%.  Dividends  on the Series A
            Preferred are cumulative.

      3.    Optional  Conversion  Rights:  The holders of the Series A Preferred
            have the right to convert  their  shares of Series A Preferred  into
            shares of  Common  Stock at any time.  The  Conversion  Price of the
            Series A Preferred is  initially  determined  as the original  issue
            purchase  price  divided by 10, and will be subject to adjustment in
            the event of dilutive events.

      4.    Mandatory Conversion: The Company can declare a mandatory conversion
            of the Series A  Preferred  if the  closing bid price for the Common
            Stock equals or exceeds $.60 for any 20 consecutive trading days.

      5.    Voting Rights:  The holders of the Series A Preferred will vote with
            the  holders of the Common  Stock as a single  class.  Each share of
            Series A Preferred will entitle the holder to 10 votes.


ITEM 8.01 OTHER EVENTS

      On March 30, 2005, the Company issued the press release  annexed hereto as
Exhibit 99.2 describing the sale of the Units.


                                       3

<PAGE>

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      The following exhibits are filed as part of this Current Report:

4.1   Certificate  of   Designations,   Preferences   and  Rights  of  Series  A
      Convertible Cumulative Preferred Stock of Tengtu International Corp.

99.1  Form of Unit Purchase  Agreement  entered into by the Company with each of
      the Purchasers.

99.2  March 30, 2005 press release.




                                   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.

March 29, 2005                                By: /s/ John D. Watt
                                              --------------------------------
                                              John D. Watt, President
{"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": "05712928"}, "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)   March 24, 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

      On March 24, 2005 Tengtu  International Corp. (the "Company") entered into
Unit  Purchase  Agreements  with  the  following  purchasers  (collectively  the
"Purchasers"),  respectively,  pursuant  to which  it sold a total of  1,877,943
units  ("Units") for an aggregate  purchase price of $3,906,117.  Each Unit sold
consists of one share of Series A Convertible  Cumulative  Preferred  Stock, par
value $.01 per share, of the Company ("Series A Preferred"), redeemable warrants
to purchase ten (10) shares of the Company's  Common  Stock,  par value $.01 per
share ("Common  Stock") for an initial  exercise price of $0.40 per share ("$.40
Warrants") and  redeemable  warrants to purchase five shares of Common Stock for
an initial exercise price of $.60 per share ("$.60 Warrants" and,  together with
the $.40 Warrants,  the  "Warrants").  None of the Units, the shares of Series A
Preferred, $.40 Warrants and $.60 Warrants comprising the Units or the shares of
Common Stock issuable upon  conversion of the Series A Preferred and exercise of
the Warrants has been  registered  under the  Securities Act of 1933, as amended
(the  "Act").  The Units were  issued  pursuant  to the  exemption  provided  by
Regulation D under the Act. The closing occurred on March 24, 2005.

      PURCHASER                                   UNITS      PURCHASE PRICE

      Robert Bugbee                               96,154     $  200,000.00
      Robert Fraser and Claircine                  7,212     $   15,000.00
        Fraser, Trustees of the
        Fraser Trust of 1991
      John Cookson                                 7,212     $   15,000.00
      Bruce D. Smith                              18,750     $   39,000.00
      Damel Partners LP                           48,077     $  100,000.00
      Peter Brennan                               48,077     $  100,000.00
      Pinetree (Barbados) Inc.                   173,077     $  360,000.00
      Michael H. Weiss                            48,077     $  100,000.00
      C & A Investments                           96,154     $  200,000.00
      Peter Siris                                 57,692     $  120,000.00
      Guerilla Partners, IRA                       7,212     $   15,000.00
      Guerilla Partners LP                       337,500     $  702,000.00
      Tracemore, LLC                             100,962     $  210,000.00
      Greatrek Trust SA                          108,173     $  225,000.00
      William S. Fagan                           144,231     $  300,000.00
      Gotham Asset Management                    216,346     $  450,000.00
        (Master) L.P.
      Orion Capital Incorporated                 363,037     $  755,117.00
      TOTAL                                    1,877,943     $3,906,117.00

                                       2
ITEM 5.03 AMENDMENTS TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
YEAR

      On March 24, 2005, the Company amended its Certificate of Incorporation by
filing with the  Delaware  Secretary  of State a  Certificate  of  Designations,
Preferences  and Rights of Series A Convertible  Cumulative  Preferred  Stock of
Tengtu   International  Corp.  (the  "Series  A  Certificate").   The  Series  A
Certificate  authorized the Company to issue, and provided for the designations,
preferences   and   relative   participating,   optional  or  other  rights  and
qualifications, limitations or restrictions of, three million (3,000,000) shares
of Series A Preferred, as follows:

      1.    Liquidation  Preference:  Each  share of  Series A  Preferred  has a
            liquidation  preference  equal to $2.08 plus any  accrued and unpaid
            dividends with respect to such share.

      2.    Dividends:  The Series A Preferred  is entitled to  dividends at the
            annual rate of 8% of the Original  Series Issue Price (the "Dividend
            Rate"),  payable quarterly either in cash or in additional shares of
            Series A Preferred.  Commencing  after the first  anniversary of the
            original date of issue,  if the Company fails to pay cash  dividends
            on the  outstanding  Series A Preferred  for any  quarter,  then the
            Dividend Rate will be increased by 2%;  provided,  that the Dividend
            Rate will not be increased  by more than 2% in any calendar  year or
            exceed a maximum  Dividend  Rate of 16%.  Dividends  on the Series A
            Preferred are cumulative.

      3.    Optional  Conversion  Rights:  The holders of the Series A Preferred
            have the right to convert  their  shares of Series A Preferred  into
            shares of  Common  Stock at any time.  The  Conversion  Price of the
            Series A Preferred is  initially  determined  as the original  issue
            purchase  price  divided by 10, and will be subject to adjustment in
            the event of dilutive events.

      4.    Mandatory Conversion: The Company can declare a mandatory conversion
            of the Series A  Preferred  if the  closing bid price for the Common
            Stock equals or exceeds $.60 for any 20 consecutive trading days.

      5.    Voting Rights:  The holders of the Series A Preferred will vote with
            the  holders of the Common  Stock as a single  class.  Each share of
            Series A Preferred will entitle the holder to 10 votes.

ITEM 8.01 OTHER EVENTS

      On March 30, 2005, the Company issued the press release  annexed hereto as
Exhibit 99.2 describing the sale of the Units.

                                       3
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

      The following exhibits are filed as part of this Current Report:

4.1   Certificate  of   Designations,   Preferences   and  Rights  of  Series  A
      Convertible Cumulative Preferred Stock of Tengtu International Corp.

99.1  Form of Unit Purchase  Agreement  entered into by the Company with each of
      the Purchasers.

99.2  March 30, 2005 press release.

                                   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.

March 29, 2005                                By: /s/ John D. Watt
                                              --------------------------------
                                              John D. Watt, President