U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR

           For Period Ended:    DECEMBER 31, 2001
                               -------------------

           [ ] Transition Report on Form 10-K
           [ ] Transition Report on Form 20-F
           [ ] Transition Report on Form 11-K
           [ ] Transition Report on Form 10-Q
           [ ] Transition Report on Form N-SAR

           For the Transition Period Ended:


READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM.  PLEASE PRINT OR TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.



If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:




PART I - REGISTRANT INFORMATION



Full Name of Registrant:       Tengtu International Corp.
Former Name if Applicable:


Address of Principal Executive Office:

236 Avenue Road
Toronto, Ontario Canada M5R 2J4

           (City, State and Zip Code)



PART II - RULES 12B-25(B) AND (C)



If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)


           [X]       (a) The reasons described in reasonable detail in Part
           III of this form could not be eliminated without unreasonable effort
           or expense;

                     (b) The subject annual report, semi-annual report,
           transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or
           portion thereof will be filed on or before the fifteenth calendar day
           following the prescribed due date; or the subject quarterly report or
           transition report on Form 10-Q, or portion thereof will be filed on
           or before the fifth calendar day following the prescribed due date;
           and

                     (c) The accountant's statement or other exhibit required by
           Rule 12b-25(c) has been attached if applicable.




PART III - NARRATIVE



State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.

                                                 (Attach Extra Sheets if Needed)

           Because of delays in the reporting of sales and installations of
software and hardware by Tengtu International Corp.'s ("Tengtu") joint venture
in China, Tengtu is still in the process of compiling and reviewing its interim
unaudited financial statements for the quarter ended December 31, 2001 with its
independent auditor. In order to Tengtu to accurately report its operating
results, the issuance of those financial statements must be delayed by several
days.




PART IV - OTHER INFORMATION



1.    Name and telephone number of person to contact in regard to
      this notification:

       Tom Pladsen                            (416) 963-3999
- ----------------------------------------------------------------------------
         (Name)                          (Area Code) (Telephone Number)

2. Have all other periodic reports required under section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed. If the answer is no,
Identify report(s).

                                             [X ] Yes             [  ] No







3. It is anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?

                                             [ ] Yes              [x] No

           If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.

                           TENGTU INTERNATIONAL CORP.
                           --------------------------
                  (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.



Date:   FEBRUARY 13, 2002           By:  /S/ TOM PLADSEN
      -------------------------         ---------------------------------
                                         Tom Pladsen
                                         Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.