SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K SB
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) September 17, 1997
TENGTU INTERNATIONAL CORP.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 033-27707 77-0407366
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
incorporation) No.)
Suite 3825
First Canadian Place, 100 King Street West
Toronto, Ontario, Canada M5X 1E3
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(Address of Principal Executive Offices) (Zip Code)
(416) 368-8400
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(Registrant's Telephone Number, Including Area Code)
635505.2
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ITEM 4. Changes in Registrant's Certifying Accountants
On September 17, 1997, the Registrant was notified by Deloitte & Touche
LLP ("D&T") that such firm was resigning, as of that date, as the Registrant's
independent auditors. The Registrant has not as of the date hereof retained new
independent auditors.
The Registrant retained D&T as its principal auditors on June 4, 1997,
to audit its consolidated financial statements as at and for the fiscal year
ended June 30, 1997. Prior to its resignation, D&T did not issue any report with
respect to any financial statements of the Registrant. During the period of
D&T's engagement as the Registrant's independent auditors, there were no
disagreements with D&T on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which would have
caused it to make a reference to the subject matter of the disagreement in
connection with its report.
D&T advised the Registrant during the course of its engagement and at
the time of its resignation of key audit concerns relating to the scope of their
audit and other matters which, upon further investigation, might materially
impact the Registrant's financial statement, including (i) the lack of reliable
accounting systems and effective internal control procedures during the fiscal
year ended June 30, 1997, (ii) lack of adequate management oversight of
accounting matters, (iii) a lack of sufficient supporting documentation, (iv)
inadequate control over check stock and the lack of dual signatures or other
controls, (v) going concern status and plans, (vi) uncertainties as to the legal
status of the joint venture and other organizational documents, the nature and
extent of the contributions of the Chinese joint venture partners and required
Chinese government approvals with regard to the foregoing, (vii) the
completeness and accuracy of all common stock and option transactions, (viii)
uncertainties as to compliance with applicable securities laws in connection
with prior issuances and sales of securities by or on behalf of the Registrant,
and (ix) the fairness and reliability of prior financial statements which are
the subject of a report by another independent accountant.
Other than the matters set forth in the immediately preceding paragraph
there were no other reportable events described in Item 304(a)(1)(iv)(B) of
Regulation SB.
The Registrant has reviewed all of the foregoing concerns raised by D&T
and intends to address and take appropriate steps to address the same with new
independent auditors once they are retained by the Registrant. The Registrant
has authorized D&T to respond fully, without limitation, to the inquiries of the
Company's successor independent auditors, once appointed by the Company, with
regard to the subject matter of the reasons leading to their decision to resign
as the Company's independent auditors.
635505.2
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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.
(Registrant)
Date: September 23, 1997 By:____________________________
Name: Pak Cheung
Title: Chairman
635505.2
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