U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25/A
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, 2004
[ ] 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:
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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:
The Form 12b-25 filed on September 29, 2004 is amended to add the letter from
Moore Stephens, P.C., dated September 28, 2004, which was sent to the Securities
and Exchange Commission on the filing date as correspondence instead of as an
attachment to the filing.
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
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(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)
Due to difficulties in evaluating the collectibility of receivables of
Tengtu International Corp. ("Tengtu") from its joint venture partner in China,
and the matters disclosed in Tengtu's Current Report on Form 8-K filed on July
28, 2004 regarding overstatements of Tengtu's revenues for the first three
quarters of the fiscal year ended June 30, 2004, Tengtu and its auditor are
still in the process of completing Tengtu's audit for the fiscal year ended June
30, 2004. In order for Tengtu to accurately report its operating results and
financial condition, the issuance of Tengtu's financial statements for the
fiscal year ended June 30, 2004 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?
[X] Yes [] 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.
The information necessary to provide such an explanation is not
currently available.
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: OCTOBER 13, 2004 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 28, 2004
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, 2004 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 28, 2004 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.