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)      April 4, 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

      As  reported   in  the  Current   Report  on  Form  8-K  filed  by  Tengtu
International  Corp.  (the  "Company")  on March 30, 2005, on March 24, 2005 the
Company  entered  into  Unit  Purchase   Agreements   with  certain   purchasers
(collectively  the  "Initial  Purchasers"),  pursuant  to  which  it sold to the
Initial  Purchasers  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").

      Subsequent to the closing of the sale of Units to the Initial  Purchasers,
the  Company  entered  into and closed  another  Unit  Purchase  Agreement  with
Middlemarch  Partners  Limited  ("Middlemarch"),  pursuant  to which the Company
issued and sold to Middlemarch  24,038 Units for an aggregate  purchase price of
$50,000. None of the Units, the shares of Series A Preferred,  $.40 Warrants and
$.60 Warrants  comprising  the Units sold to Middlemarch 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").  Such  securities  were  issued  pursuant to the  exemption  provided by
Regulation D under the Act.


Item 9.01   Financial Statements and Exhibits

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

99.1  Form of Unit Purchase  Agreement  entered into by the Company with each of
      the Initial  Purchasers  and  Middlemarch.  Incorporated  by  reference to
      Exhibit 99.1 to the Company's  Current  Report on Form 8-K filed March 30,
      2005

                                   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.

April 6, 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": "05736828"}, "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)      April 4, 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

      As  reported   in  the  Current   Report  on  Form  8-K  filed  by  Tengtu
International  Corp.  (the  "Company")  on March 30, 2005, on March 24, 2005 the
Company  entered  into  Unit  Purchase   Agreements   with  certain   purchasers
(collectively  the  "Initial  Purchasers"),  pursuant  to  which  it sold to the
Initial  Purchasers  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").

      Subsequent to the closing of the sale of Units to the Initial  Purchasers,
the  Company  entered  into and closed  another  Unit  Purchase  Agreement  with
Middlemarch  Partners  Limited  ("Middlemarch"),  pursuant  to which the Company
issued and sold to Middlemarch  24,038 Units for an aggregate  purchase price of
$50,000. None of the Units, the shares of Series A Preferred,  $.40 Warrants and
$.60 Warrants  comprising  the Units sold to Middlemarch 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").  Such  securities  were  issued  pursuant to the  exemption  provided by
Regulation D under the Act.

Item 9.01   Financial Statements and Exhibits

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

99.1  Form of Unit Purchase  Agreement  entered into by the Company with each of
      the Initial  Purchasers  and  Middlemarch.  Incorporated  by  reference to
      Exhibit 99.1 to the Company's  Current  Report on Form 8-K filed March 30,
      2005

                                   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.

April 6, 2005                           By: /s/ John D. Watt
                                            --------------------------------
                                            John D. Watt, President