U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended:June 30, 2003
[ ] 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 partner in
China, Tengtu and its auditor are still in the process of completing Tengtu's
audit for the fiscal year ended June 30, 2003. In order for Tengtu to accurately
report its operating results, the issuance of Tengtu's financial statements for
the fiscal year ended June 30, 2003 will be delayed. See also letter from Moore
Stephens, P.C. attached hereto.
Part IV - Other Information
1. Name and telephone number of person to contact in regard to this
notification:
Judy Ye (416) 963-3999
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(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.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: September 29, 2003 By: /S/ Judy Ye
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Judy Ye
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.
MOORE STEPHENS, P.C.
331 MADISON AVENUE
NEW YORK, NY 10017
September 29, 2003
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We are retained by Tengtu International Corporation ("the Company") as
independent certified public accountants to report on the financial statements
at June 30, 2003 and for the fiscal year then ended. We have endeavored, with
the full cooperation of the Company, to obtain the necessary information to meet
the filing requirements for Form 10-K, both as to form and timeliness. Due to
the extensive period of time, and the related delay in developing data for the
financial statements, we will not have sufficient time to complete our audit by
September 29, 2003 which is the required filing date for the Company's annual
report, without unreasonable effort and expense.
Very truly yours,
/s/ Moore Stephens, P.C.
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MOORE STEPHENS, P.C.