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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 11, 1997
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Date of report (Date of earliest event reported)
TENGTU INTERNATIONAL CORP.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 033-27707 77-0407366
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
19105 36TH AVENUE, SUITE 207
LYNNWOOD, WA 98037
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(Address of Principal Executive Offices) (Zip Code)
(604) 685-3234
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(Registrant's telephone number, including area code)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a)(1) Previous independent accountants.
(i) Tengtu International Corp. (the "Company") received the
resignation, dated December 9, 1996, of Gerald R. Perlstein
(the "Former Accountant"), as the independent accountant of
Company.
(ii) The Former Accountant reported on the Company's financial
statements for the fiscal years ended June 30, 1995 and 1996.
The reports of the Former Accountant on the financial
statements for such years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The Company's Board of Directors has accepted the resignation
of the Former Accountant but has not yet selected successor
accountants.
(iv) During the Company's fiscal years ended June 30, 1995 and 1996
and through the date of this report, there were no
disagreements with the Former Accountant on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the Former Accountant's
satisfaction would have caused him to make reference to the
subject matter of the disagreement(s) in his report on the
financial statements for such years.
(iv) During the fiscal years ended December 31, 1994 and 1995 and
through the date of this report, the Former Accountant did not
advise the Company with respect to the matters described in
paragraphs (B)(1) through (3) of Item 304 of Regulation S-B.
The Company has authorized the Former Accountant to respond
fully to any inquiries of the Company's successor accountants,
when appointed, concerning the matters described above.
(a)(2) Not applicable.
(a)(3) The Company has provided the Former Accountant with a copy of the
foregoing disclosures and has requested in writing that the Former
Accountant furnish it with a letter addressed to the Commission
stating whether or not it agrees with such disclosures. A copy of such
letter is filed as Exhibit 99-1 to this report in accordance with Item
601 of Regulation S-B.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) The letter of the Former Accountant is filed as Exhibit 99.1 to this
report in accordance with the provisions of Item 601 of
Regulation S-B.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, herewith duly authorized.
TENGTU INTERNATIONAL CORP.
By: /s/ STEPHEN E. DADSON
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Name: Stephen E. Dadson
Title: Secretary
Dated: February 11, 1997
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EXHIBIT 99.1
[COMPANY LETTERHEAD]
GERALD R. PERLSTEIN
CERTIFIED PUBLIC ACCOUNTANT
1260 S. BEVERLY GLEN BLVD., SUITE 106
LOS ANGELES, CA 90024
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TELEPHONE (310) 275-4650
February 11, 1997
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: Tengtu International, Corp.
Commission File Number 0-3327707
Ladies and Gentlemen:
I have been presented with, and have reviewed, a copy of Form 8-K dated
February 11, 1997, proposed to be filed by Tengtu International, Corp.
("Registrant") with the Securities and Exchange Commission, including the
disclosures by Registrant pursuant to Item 304(a) of Regulation S-K.
Please be advised that I agree in all respects with the statements made by
the Registrant in response to Item 304(a) of Regulation S-K.
Very truly yours,
/S/ GERALD PERLSTEIN
Gerald R. Perlstein
