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 23, 2004 ---------------------- TENGTU INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) DELAWARE 000-29957 77-0407366 - ---------------------------------------------------------------------- (State or Other (Commission (I.R.S. Employer Jurisdiction of 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) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On April 26, 2004, Tengtu International Corp. (the "Company") released the press release annexed hereto as Exhibit 99.1 concerning, among other things, the joint launch with Microsoft (China) of the Tengtu Education Resource for Microsoft (R) Office at the Forum on Software for Computerized Education in Beijing, China on April 23, 2004 and statements by management concerning 18 month and five year sales targets for the product. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Tengtu International Corp. DATED: April 26, 2004 By: /s/John Watt, President ---------------------------