SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
__ Annual report under section 13 or 15(d)
of the Securities Exchange Act of 1934 [Fee
Required] for the fiscal year ended June 30,
1996.
X Transition report under section 13 or
15(d) of the Securities Exchange Act of
1934 [No Fee Required] for the transition
period from January 1, 1996 to June 30,
1996.
Commission file number: 33-27707
TENGTU INTERNATIONAL
CORP.
(Name of small business
issuer in its charter)
Delaware
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification Number):
77-0407366
19105 36th Avenue, Suite 207
Linwood, Washington 98037
(Address of principal executive offices) (Zip
Code)
Issuer's telephone number: (604)685-3234
Securities to be registered under Section
12(b) of the Act:
Not Applicable
Securities to be registered under Section
12(g) of the Act: Not Applicable
Check whether the issuer (1) filed all
reports required to be filed by
Section 13 or 15(d) of the Securities
Exchange Act during the past 12
months (or for such shorter period
that the registrant was required to
file such reports), and (2) has been
subject to such filing requirements
for the past 90 days.
X - Yes __ No
Check if there is no disclosure of
delinquent filers in response to Item
405 of Regulation S-B contained in
this form, and no disclosure will be
contained, to the best of registrant's
knowledge, in definitive proxy or
information statements incorporated
by reference in Part III of this Form
10-KSB or any amendment to this
Form 10-KSB. X - Yes ___ No
State Issuer's revenues for its most recent
fiscal year: $0.00
State the aggregate market value of the
voting stock held by non-affiliates computed
by reference to the price at which the stock
was sold, or the average bid and asked
prices of such stock, as of a specified date
within the past 60 days: Aggregate market
value of voting stock held by non-affiliates
was $0.00 (NO PUBLISHED QUOTATION) as of June
30, 1996, based upon the average of the bid
and asked prices as of such date, and a total
of 9,992,750 shares held by non-affiliates.
(See definition of affiliate in Rule 12b-2 of
the Exchange Act.)<PAGE>
Note: If determining whether a person is an
affiliate will involve an unreasonable effort
and expense, the issuer may calculate the
aggregate market value of the common
equity held by non-affiliates on the basis of
reasonable assumptions, if the assumptions
are stated.
(Issuers involved in bankruptcy
proceedings during the past five
years) Check whether the issuer has
filed all documents and reports
required to be filed by Section 12,
13 or 15(d) of the Exchange Act
after the distribution of securities
under a plan confirmed by a court.
__Yes __ No
(Applicable only to corporate
registrants) State the number of
shares outstanding of each of the
issuer's classes of common equity, as
of the latest practicable date:
15,377,750 shares outstanding as of
June 30, 1996.
Documents incorporated by
reference. If the following
documents are incorporated by
reference, briefly describe them and
identify the part of the Form 10-KSB
(e.g., Part I, Part II, etc.) into which
the document is incorporated: (1)
any annual report to security holders;
(2) any proxy or information
statement; and (3) any prospectus
filed pursuant to Rule 424(b) or (c)
of the Securities Act of 1933
("Securities Act"). The listed
documents should be clearly
described for identification purposes
(e.g., annual report to security
holders for fiscal year ended
December 24, 1990).
Transitional Small Business Disclosure
Format (Check one):
Yes X No__
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the
Exchange Act, the registrant caused this report to
be signed on its behalf by the undersigned,
thereunto duly authorized.
(Registrant) TENGTU INTERNATIONAL CORP.
By: /s/Pak Kwan Cheung
By: /s/Steven P. Dadson
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH
REPORTS FILED PURSUANT TO SECTION 15(D) OF THE
EXCHANGE ACT BY NON-REPORTING ISSUERS
There were no annual reports to security holders covering the
registrant's last fiscal year. There were no proxy statements,
forms of proxy or other proxy soliciting materials sent to more
than ten of the registrant's security holders with respect to any
annual or other meeting of shareholders.
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 500,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 500,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 750,576
<CURRENT-LIABILITIES> 2,989
<BONDS> 0
0
0
<COMMON> 153,778
<OTHER-SE> 593,809
<TOTAL-LIABILITY-AND-EQUITY> 750,576
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 12,239
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (12,239)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,239)
<EPS-PRIMARY> (0.014)
<EPS-DILUTED> 0
</TABLE>
