UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 28, 2004
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TENGTU INTERNATIONAL CORP.
(Exact name of Registrant as specified in charter)
Delaware 000-29957 77-0407366
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
236 Avenue Road, Toronto, Ontario, Canada M5R 2J4
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(Address of principal executive offices) (Zip Code)
416-963-3999
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(Registrant's telephone number, including area code)
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(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))
As explained below, on July 28, 2004, the Company filed Form 8-K
indicating that certain of its previously filed financial statements on Form
10-Q for the periods ended September 30 and December 31, 2003 and March 31, 2004
could not be relied upon. The Company, however, did not file that Current Report
on Form 8-K under Item 4.02. This report is therefore being filed as of the date
hereof.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a)(1) As we previously disclosed in our Current Reports on Form 8-K dated
July 28 and October 22 in 2004 (the "Previous 8-Ks"), the Company had uncovered
overstatements of revenue for each quarter of fiscal 2004. As stated in the
Previous 8-Ks, the Company planned to file the amended Form 10-Q after its
independent accountant, Moore Stephens ("MS"), had reviewed these quarters in
conjunction with its annual audit for fiscal 2004. In conjunction with its
filing of Form 10-K/A on December 7, 2004, the Company filed its amended
Quarterly Reports on Form 10-Q for the first three quarters of fiscal 2004.
(a)(2) The amendments to the Form 10-Q related to revenue, costs of
products sold, selling expenses, collection provision, other income, net loss
and loss per share, due from related party, deferred tax payable, accumulated
deficit and stockholders' equity.
(a)(3) MS discussed with the Company's officers the above-referenced
matters.
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.
June 1, 2005 By: /s/ John D. Watt
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John D. Watt, President