SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest event Reported): June 22, 2001


                        PANAGRA INTERNATIONAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         New York                       0-30183                13-4025362
        ------------------------    -------------------      -----------------
       (State or other jurisdiction (Commission File Number) (IRS Employer
        of incorporation or                                   ID Number)
        organization)


              1 World Trade Center, 85th Floor, New York, NY 10048
                     --------------------------------------
                    (Address of principal executive offices)

                                 (212) 829-0905
                                 --------------
                         (Registrant's Telephone Number)



<PAGE>


Item 5.  Other Events.

         On Friday, June 22, 2001 (the "Closing"),  the newly-formed  subsidiary
of PanAgra International Corporation (the "Company"), Minghua Acquisition Corp.,
a Delaware corporation  ("Acquisition Corp."),  purchased all of the outstanding
capital stock of Ming Hua Group  International  Holding (Hong Kong)  Limited,  a
corporation  existing  under  the laws of the Hong Kong  Special  Administrative
Region of the  People's  Republic  of China  ("Ming  Hua  Group  International")
pursuant to a stock  purchase  agreement  (the  "Agreement")  among  Acquisition
Corp.,  the  Company,  Mr. Li Chuquan and Mr.  Chan Kuen  Kwong.  Ming Hua Group
International  holds,  as its only  material  asset,  an 85% equity  interest in
Shenzhen  Minghua  Environmental  Protection  Vehicles Co.,  Ltd., a corporation
existing  under the laws of the People's  Republic of China (the  "Environmental
Vehicle  Company").  The Environmental  Vehicle Company is the owner of patented
technology  relating to hybrid vehicles powered by a combination of a combustion
diesel engine and an electric power system (the "Minghua Hybrid Vehicle").

         Pursuant to the Agreement,  Acquisition Corp. paid a $1,000,000 deposit
to Mr. Li Chuquan and Mr. Chan Kuen Kwong  (collectively,  the "Sellers") within
fifteen  days  after  signing  the  Agreement  on April 27,  2001 and  delivered
28,000,000  shares of Company's Common Stock to the Sellers at the Closing.  The
Company  funded the cash  amount and issued the shares on behalf of  Acquisition
Corp. as a capital  contribution to Acquisition Corp. The Company now indirectly
controls the Environmental Vehicle Company.

         At the Closing,  Mr. Li Chuquan obtained a controlling  interest in the
Company and on June 23, 2001,  Mr. Li was  appointed as Chairman of the Board of
Directors of the Company.  As soon as practical  after the Closing,  the Company
intends to change its name to Minghua Group  International  Holdings Limited.

Item 7.  Financial Statements and Exhibits

(a)      Financial Statements of Ming Hua Group International

(b)      Pro Forma Financial Information

         Pro Forma  financial  statements are not included  because prior to the
         Closing,  the  Company had no  significant  assets or  liabilities  and
         accordingly,  no  material  change  will  result  from  the  pro  forma
         consolidation of the Company's financial  statements with those of Ming
         Hua Group International.
(c)      Exhibits

         2.1      Stock  Purchase  Agreement,  dated April 27,  2001,  among the
                  Company,  Acquisition  Corp.  and  the  Sellers,  filed  as an
                  exhibit on Form 8-K, April 27, 2001.

         99.1     Press Release*
-----------
*        Filed herewith.


<PAGE>


                                   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.


Date: July 6, 2001

                                            PanAgra International Corporation


                                            By:  /s/ Ronald C. H. Lui
                                                 -------------------------------
                                                 Ronald C. H. Lui, President



<PAGE>









                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                        Consolidated Financial Statements

                                DECEMBER 31, 2000

















Dated: June 11, 2001


<PAGE>


                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                                DECEMBER 31, 2000




                                    I N D E X









                                                                 Page No.


INDEPENDENT AUDITORS' REPORT                                         2


CONSOLIDATED BALANCE SHEET
         December 31, 2000                                           3


CONSOLIDATED STATEMENTS OF OPERATIONS
         For the Years Ended December 31, 2000 and 1999 and
              June 4, 1997 (Date of Inception) to December 31, 2000  4


CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
         June 4, 1997 (Date of Inception) to December 31, 2000       5


CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Years Ended December 31, 2000 and 1999 and
              June 4, 1997 (Date of Inception) to December 31, 2000  6


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                       7


                                       1
<PAGE>



BRANCH OFFICE                                                   TEL 212-840-2595
20 LEBANON ROAD                                                 FAX 212-840-7239
SCARSDALE, NY 10583-7122                                        www.lwccpa.com
914-723-3376


                         Livingston, Wachtell & Co., LLP
                          certified public accountants
                           1140 avenue of the americas
                            new york, ny 10036-5803

LEONARD L. EIGER, C.P.A.                JAY J. LIVINGSTON, C.P.A. (1919-1972)
SAM BECKER, C.P.A.                     THEODORE WACHTELL, C.P.A. (1919-1966)
IRA E. COHEN, C.P.A.                   HERBERT H. REYBURN, C.P.A. (1934-1985)
JAMES R. GRIMALDI, C.P.A.              IRVING ZUCKERMAN, C.P.A. (1965-1985)
LAWRENCE GOLDMAN, C.P.A.


Board of Directors
Ming Hua Group International Holding
  (Hong Kong) Limited and Subsidiary
(A Development Stage Company)
Hong Kong, China


INDEPENDENT AUDITORS' REPORT


We have audited the  accompanying  consolidated  balance sheet of Ming Hua Group
International  Holding (Hong Kong) Limited and Subsidiary (A  Development  Stage
Company) as of December  31, 2000 and the  related  consolidated  statements  of
operations, stockholders' deficiency and cash flows for the years ended December
31,  2000 and 1999 and from June 4, 1997 (Date of  Inception)  to  December  31,
2000. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of Ming Hua Group
International  Holding (Hong Kong) Limited and Subsidiary (A  Development  Stage
Company) as of December 31, 2000, and the results of its operations and its cash
flows for the years ended December 31, 2000 and 1999 and from June 4, 1997 (Date
of Inception) to December 31, 2000, in  conformity  with  accounting  principles
generally accepted in the United States of America.






New York, New York
June 11, 2001






<PAGE>

                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000

<TABLE>
<CAPTION>


                                                       ASSETS
CURRENT ASSETS
<S>                                                                              <C>
      Cash                                                                       $   76,885
      Due from Related Companies                                                    415,076
      Prepaid Expenses and Other Current Assets                                       6,242
                                                                                 ----------

              Total Current Assets                                                                  $     498,203

PROPERTY, PLANT AND EQUIPMENT - at Cost                                              230,666
      Less: Accumulated Depreciation                                                 (51,945)
                                                                                 -----------
                                                                                                          178,721
OTHER ASSETS
      Intangible Assets - Net                                                                           9,213,201
      Minority Interests                                                                                   20,734
                                                                                                    -------------

              TOTAL ASSETS                                                                          $   9,910,859
                                                                                                    =============


                                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
      Note Payable - Bank                                                        $  691,341
      Accrued Expenses                                                                2,568
                                                                                 ----------

              Total Current Liabilities                                                             $     693,909

LONG-TERM LIABILITIES
      Due to Stockholders                                                                               9,715,623
                                                                                                    -------------

                 TOTAL LIABILITIES                                                                     10,409,532

COMMITMENT

STOCKHOLDERS' DEFICIENCY
      Common Stock - $.12834 Par Value
           1,000,000 Shares Authorized, Issued and Outstanding                      128,340
      Deficit Accumulated During the Development Stage                             (627,013)
                                                                                 ----------

              TOTAL STOCKHOLDERS' DEFICIENCY                                                             (498,673)
                                                                                                    -------------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIENCY                                                                         $   9,910,859
                                                                                                    =============

</TABLE>

                  The accompanying notes are an integral part
                    of the consolidated financial statements

                                       3
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                  AND FROM JUNE 4, 1997 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>


                                                                                                       JUNE 4, 1997
                                                                                                         (DATE OF
                                                                                                      INCEPTION) TO
                                                                                                       DECEMBER 31,
                                                                 2000                 1999                 2000
                                                                 ----                 ----                 ----

<S>                                                          <C>                  <C>                  <C>
INCOME                                                       $      -             $      -             $      -

COST AND EXPENSES
     General and Administrative Expenses                          884,924                  302              888,724
                                                             ------------         ------------         ------------

OPERATING LOSS                                                    884,924                  302              888,724


OTHER EXPENSE
     Interest Expense                                                 127                -                      127
                                                             ------------         ------------         ------------

Net Loss Before Minority Interest                                 885,051                  302              888,851


     Minority Interest                                           (261,838)               -                 (261,838)
                                                             ------------         ------------         ------------

NET LOSS                                                     $    623,213         $        302         $    627,013
                                                             ============         ============         ============





NET LOSS PER SHARE OF COMMON STOCK
                                                               $  .623213          $    .00039          $   1.26350
                                                               ==========          ===========          ===========
WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK                                               1,000,000              775,000              496,249
                                                             ============         ============         ============



</TABLE>


                   The accompanying notes are an integral part
                    of the consolidated financial statements


                                       4
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

                       JUNE 4, 1997 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>


                                                                                                          DEFICIT
                                                                      COMMON STOCK                      ACCUMULATED
                                                                    $.12834 PAR VALUE                   DURING THE
                                                               SHARES             AMOUNT                DEVELOPMENT
                                                                                                           STAGE





<S>                                                                  <C>            <C>                 <C>
COMMON STOCK ISSUED - June 4, 1997                                 10,000         $      1,283        $     -

     Net Loss For The Period                                         -                  -                     (289)
                                                             ------------         ------------        -------------

BALANCE - DECEMBER 31, 1997                                        10,000                1,283                (289)


     Net Loss For The Year                                           -                  -                   (3,209)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1998                                        10,000                1,283              (3,498)


     Shares Issued At Par Value - March 30, 1999                  990,000              127,057              -

     Net Loss For The Year                                           -                  -                     (302)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1999                                     1,000,000              128,340              (3,800)


     Net Loss For The Year                                           -                   -                (623,213)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 2000                                     1,000,000         $    128,340        $   (627,013)
                                                             ============         ============        ============


</TABLE>
                   The accompanying notes are an integral part
                    of the consolidated financial statements


                                       5
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                  AND FROM JUNE 4, 1997 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>

                                                                                                      JUNE 4, 1997
                                                                                                        (DATE OF
                                                                                                      INCEPTION) TO
                                                                                                       DECEMBER 31,
                                                                  2000                1999               2000
                                                                  ----                ----               ----

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                           <C>                <C>                        <C>
     Net Loss                                                 $     (623,213)    $         (302)     $     (627,013)
     Adjustments to Reconcile Net Loss to Net Cash
         Provided By Operating Activities:
              Depreciation and Amortization                          166,882            -                   166,882
              Changes in Operating Assets and
                  Liabilities:
                      Prepaid Expenses and
                           Other Assets                              (18,017)           -                   (26,976)
                      Accruals                                         2,567             (3,224)              2,567
                                                              --------------     --------------      --------------

     NET CASH USED IN OPERATING
         ACTIVITIES                                                 (471,781)            (3,526)           (484,540)
                                                              --------------     --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition - Net of Cash Acquired                            (322,280)           -                  (322,280)
      Purchases of Property and Equipment                           (181,128)           -                  (230,665)
                                                              --------------     --------------      --------------

     NET CASH USED IN INVESTING ACTIVITIES                          (503,408)           -                  (552,945)
                                                              --------------     --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Due to Stockholders and Related Parties - Net                 1,049,585           (124,075)            983,541
     Issuance of Common Stock                                        -                  127,601             128,340
     Notes Payable - Bank - Net                                        2,489            -                     2,489
                                                              --------------     --------------      --------------

     NET CASH PROVIDED BY FINANCING
         ACTIVITIES                                                1,052,074              3,526           1,114,370
                                                              --------------     --------------      --------------

NET INCREASE IN CASH                                                  76,885            -                    76,885

CASH - BEGINNING OF YEAR                                             -                  -                   -
                                                              --------------     --------------      --------------

CASH - END OF YEAR                                            $       76,885     $      -            $       76,885
                                                              ==============     ==============      ==============

</TABLE>
                   The accompanying notes are an integral part
                    of the consolidated financial statements




                                       6
<PAGE>


                         LIVINGSTON, WACHTELL & CO., LLP
                          Certified Public Accountants
                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000



1.     THE COMPANY, MANAGEMENT DISCUSSION AND PLAN OF OPERATION

       Ming Hua Group International Holding (Hong Kong) Limited and Subsidiary
            ("Ming Hua Holding"), formerly Lucky Perfect International Limited
            and Shenzhen Ming Hua Group ("H.K") Limited, was incorporated under
            the laws of the Hong Kong Special Administrator region of the
            Peoples Republic of China on June 4, 1997. On July 16, 2000, Ming
            Hua Holding acquired a 70% interest in Shenzhen Ming Hua
            Environmental Protection Vehicle Co., Ltd. a Peoples Republic of
            China Corporation, ("Environmental Vehicle Company"), (collectively
            the "Company").

       The  Company presently owns patented technology relating to the
            production of hybrid vehicles powered by a combination of a
            combustion diesel engine and an electric power system. The Company
            produced a prototype hybrid vehicle in 1999 and will initially
            target the public transportation sector. The Company has not made
            any sales of its vehicles models to date, however, it has entered
            into 4 non-binding letters of intent for the sale of up to 110
            vehicles.

       The  Company remains in the development stage and for the period June 4,
            1997 (date of inception) to December 31, 1999 has engaged primarily
            in research and development activities developing the hybrid powered
            vehicle technology. General and administrative expenses consists
            primarily of professional and consulting fees and rent expenses.

       The  Company's stockholders intend to carry out their plan to exchange
            all of their stock for an existing publicly traded Company's stock
            in order to generate more capital for the Company (See Note 8
            "Subsequent Event"). The Company's existing capital is not
            sufficient to meet the Company's cash needs, accordingly, additional
            capital is required for future operations.


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       BASIS OF CONSOLIDATION, ORGANIZATION AND BUSINESS

       The  accompanying consolidated financial statements include the accounts
            of Ming Hua Holding and its 70% owned subsidiary, the Environmental
            Vehicle Company.

       All  material   intercompany   accounts  and  transactions   have  been
         eliminated in 2000.

       The  Company has determined The Peoples Republic of China Chinese Yuan
            Renminbi to be the functional currency of the Environmental Vehicle
            Company. There were no gains or losses recognized as a result of
            translating foreign currencies to the U.S. dollars due to the
            stability of the currency in 2000. No assurance however, can be
            given as to the future valuation of the foreign currencies and how
            further movements in the foreign currencies could affect future
            earnings of the Company.

       The  balance sheet of the foreign subsidiary was translated at year-end
            exchange rates, except for property and equipment, which was
            translated at rates in effect when the assets were acquired,
            substantially the same as the year end rates. Expenses were
            translated at exchange rates in effect during the year,
            substantially the same as the year-end rates.



                                       7
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       REVENUE RECOGNITION

       The Company will recognize revenue when binding orders are received and
vehicles are shipped to customers.


       SIGNIFICANT ESTIMATES

       Several areas require significant management estimates relating to
            uncertainties for which it is reasonably possible that there will be
            a material change in the near term. The more significant areas
            requiring the use of management estimates related to valuation of
            intangible assets and the useful lives for amortization and
            depreciation.


       PROPERTY, PLANT AND EQUIPMENT

       Expenditures for maintenance, repairs and betterments, which do not
            materially extend the normal useful life of an asset, are charged to
            operations as incurred. Upon sale or other disposition of assets,
            the cost and related accumulated depreciation are removed from the
            accounts and any resulting gain or loss is reflected in income.

       Depreciation and amortization are provided for financial reporting
            primarily on the accelerated and the straight-line methods over the
            estimated useful lives of the respective assets as follows:

                                                                      Estimated
                                                                    Useful Lives
                                                                    ------------
                          Machinery and Equipment                      5 years
                          Transportation and Delivery Equipment        3 years
                          Office and Computer Software and
                             Equipment                                 5 years


       The  Company continually reviews plant and equipment and other long-lived
            assets to determine that the carrying values have not been impaired.

       Depreciation  on property and equipment  charged to expense was $51,945
         for 2000.


       PATENTS

       Patents are being amortized on a straight-line basis over their estimated
            useful lives. The amortization charged to expense was $109,169 in
            2000.




                                       8
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


       ADVERTISING COSTS

       All  costs associated with advertising and promoting products are
            expensed in the year incurred. Advertising expense was $46,602 for
            the year ended December 31, 2000.


       INCOME TAXES

       Income tax expense is based on reported income before income taxes.
            Deferred income taxes reflect the effect of temporary differences
            between assets and liabilities that are recognized for financial
            reporting purposes and the amounts that are recognized for income
            tax purposes. In accordance with Statement of Financial Accounting
            Standard (SFAS) No. 109, "Accounting for Income Taxes," these
            deferred taxes are measured by applying currently enacted tax laws.

       The Company is currently in the development stage and has not yet
            commenced an active trade or business, therefore, the Company did
            not provide any current or deferred income tax provision or benefit
            for any periods presented to date because it has experienced
            operating losses since inception.


       MINORITY INTERESTS

       A receivable was recorded for $20,734 reflecting the minority interest
            loss, as it is the minority interest's intention to provide
            additional capital to cover the present deficit in stockholders'
            equity of the Environmental Vehicle Company.


       RESEARCH AND DEVELOPMENT COSTS

       Company sponsored research and development costs, related to both present
            and future products, are charged to operations when incurred and are
            included in operating expenses. Total expenditures for research and
            development was $70,793 in 2000.


       RELATED PARTY AND STOCKHOLDERS' LOANS

       Stockholders' loans are unsecured, non-interest bearing and have no fixed
            terms of repayment. Due from related party consists primarily of
            prepaid rent on office space.




                                       9
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000



3.     ACQUISITION OF A SUBSIDIARY

       Ming Hua Holding acquired 70% of the outstanding common stock shares of
            the Environmental Vehicle Company on July 16, 2000, for $793,270 in
            cash. This stock acquisition had been accounted for under the
            purchase method of accounting. The purchase price had been allocated
            to the assets acquired and the liabilities assumed based on
            estimated fair value and the excess of the purchase price over the
            estimated fair value of the assets acquired, recorded as goodwill.
            Goodwill totaling $230,707 is being amortized in the straight-line
            basis over an estimated life of 20 years. The total amortization
            expense for goodwill was $5,768 for the year ended December 31,
            2000. The Environmental Company's loss has been included in the
            consolidated financial results of the Company from its date of
            acquisition.

       Otherintangible assets acquired included both in-process research and
            development costs and a patent. The total amount of purchase price
            allocated to the in-process research and development costs and the
            patent were $7,459,893 and $1,637,538, respectively. This cost
            allocation was based on an appraisal report by Shenzhen Zhong-Dexin
            Assets Appraisal Co., Ltd. licensed by the Ministry of Finance of
            The Peoples Republic of China.

       During July 2000, Environmental Vehicle Company transferred real estate
            with a book value of $965,000, to a stockholder as partial
            satisfaction of the stockholder's loan. No gain or loss was
            recognized on the transfer of this asset.


4.     PROPERTY AND EQUIPMENT

       Property and equipment at cost consists of:

                                                           December 31,
                                                             2 0 0 0
                                                           ----------

             Transportation Equipment                       $  58,118

             Office, Computer Software and Equipment          172,548
                                                            ---------

                                                              230,666

             Less: Accumulated Depreciation                   (51,945)
                                                            ---------

                                    T O T A L               $ 178,721
                                                            =========


                                       10
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000



5.     NOTES PAYABLE - BANK

       This bank loan consists of a credit line agreement secured by a guarantee
            given by a related party. The outstanding loan balance at December
            31, 2000 was $691,341.

       Total interest expense incurred in 2000 was $127.


6.     LEASE COMMITMENTS

       The Company leases office space from a related company, under a
            long-term non-cancellable lease agreement with annual rent
            escalations of 8%.

       Minimum future rental payments under the non-cancellable operating lease
            as of December 31, 2000 for each of the next five years and in the
            aggregate are as follows:

                Year Ended
                December 31,                           Amount

                2001                              $  417,423
                2002                                 450,817
                2003                                 486,883
                2004                                 525,833
                2005                                 368,766
                2006 and thereafter                   -
                                                  ------------

                Total Minimum Future Rental      $ 2,249,722
                Payments                          ============


Total rent expense paid to the related  Company for the year ended  December 31,
2000 was $170,916.


7.     SUPPLEMENTAL CASH FLOW INFORMATION

       Cash paid during the years ended December 31, 2000 and 1999 for:
<TABLE>
<CAPTION>

                                                                                                    June 4, 1997
                                                                                                      (Date of
                                                                                                    Inception) to
                                                                                                    December 31,
                                                                   2 0 0 0           1 9 9 9           2 0 0 0
                                                                   -------           -------           -------

<S>                                                                <C>              <C>                 <C>
              Interest                                             $  127           $  -                $  127
                                                                   ======           ========            ======

              Income Taxes                                         $  -              $ -                $   -
                                                                   ======            =======            ===========
</TABLE>



                                       11
<PAGE>


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000




7.     SUPPLEMENTAL CASH FLOW INFORMATION (Continued)

       Details of 2000 business acquisition:


              Fair Value of Assets Acquired               $   10,569,833
              Liabilities Assumed`                             9,776,563
                                                          --------------

              Cash Paid for Acquisition                   $      793,270
                                                          ==============

              Cash Received Included in
                    Assets Acquired                       $      470,990
                                                          ==============


8.     SUBSEQUENT EVENTS

       On   February 9, 2001, the Company acquired an additional 15% interest in
            the Environmental Vehicle Company, therefore, increasing its stock
            ownership from 70% to 85%.

       On   April 27, 2001, the Company's two stockholders entered into a stock
            sale agreement (the "Agreement") with Panagra International
            Corporation ("Panagra") and its Subsidiary, Ming Hua Acquisition
            Corp., ("Acquisition Corp.") relating to the purchase by Acquisition
            Corp. of all of the outstanding capital stock of Ming Hua Holding.
            The Closing is subject to various conditions including the
            completion of a due diligence investigation by Panagra and
            Acquisition Corp. of Ming Hua Holding and the Environmental Vehicle
            Company. From and after the Closing, Panagra will indirectly control
            the Environmental Vehicle Company.



                                       12
<PAGE>





                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                        Consolidated Financial Statements

                                 MARCH 31, 2001






























Dated: June 11, 2001


<PAGE>

                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                                 MARCH 31, 2001




                                    I N D E X









                                                                    Page No.


INDEPENDENT ACCOUNTANTS' REVIEW REPORT                                2


BALANCE SHEETS
         March 31, 2001 and December 31, 2000                         3


STATEMENTS OF OPERATIONS
         For the Three Months Ended March 31, 2001 and 2000 and
              from June 4, 1997 (Date of Inception) to March 31, 2001 4


STATEMENT OF STOCKHOLDERS' DEFICIENCY
         June 4, 1997 (Date of Inception) to March 31, 2001           5


STATEMENTS OF CASH FLOWS
         For the Three Months Ended March 31, 2001 and 2000 and
              from June 4, 1997 (Date of Inception) to March 31, 2001 6


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                        7

                                       1
<PAGE>



BRANCH OFFICE                                              TEL 212-840-2595
20 LEBANON ROAD                                            FAX 212-840-7239
SCARSDALE, NY 10583-7122                                    www.lwccpa.com
914-723-3376


                         Livingston, Wachtell & Co., LLP
                          certified public accountants
                           1140 avenue of the americas
                            new york, ny 10036-5803

LEONARD L. EIGER, C.P.A.                  JAY J. LIVINGSTON, C.P.A. (1919-1972)
SAM BECKER, C.P.A.                        THEODORE WACHTELL, C.P.A. (1919-1966)
IRA E. COHEN, C.P.A.                      HERBERT H. REYBURN, C.P.A. (1934-1985)
JAMES R. GRIMALDI, C.P.A.                 IRVING ZUCKERMAN, C.P.A. (1965-1985)
LAWRENCE GOLDMAN, C.P.A.


Board of Directors
Ming Hua Group International Holding
  (Hong Kong) Limited and Subsidiary
(A Development Stage Company)
Hong Kong, China


INDEPENDENT ACCOUNTANTS' REVIEW REPORT


We have reviewed the accompanying  balance sheet of Ming Hua Group International
Holding (Hong Kong) Limited and Subsidiary (A  Development  Stage Company) as of
March 31, 2001 and the related  statements of operations  and cash flows for the
three months then ended and from June 4, 1997 (Date of  Inception)  to March 31,
2001 and the statement of  stockholders'  deficiency  from June 4, 1997 (Date of
Inception)  to March 31,  2001.  All  information  included  in these  financial
statements is the  representation  and  responsibility of the management of Ming
Hua  Group   International   Holding  (Hong  Kong)  Limited  and  Subsidiary  (A
Development Stage Company).

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants  generally  accepted in the United
States of  America.  A review  consists  principally  of  inquiries  of  company
personnel  and  analytical   procedures   applied  to  financial   data.  It  is
substantially  less in scope than an  examination  in accordance  with generally
accepted  auditing  standards,  the  objective of which is the  expression of an
opinion regarding the financial statements taken as a whole. Accordingly,  we do
not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with accounting principles generally accepted in the United States of
America.

The balance  sheet as of December 31, 2000,  has been  included for  comparative
purposes  only.  The financial  statements for the year ended December 31, 2000,
were audited by us and we expressed an unqualified opinion on them in our report
dated June 11, 2001,  but we have not  performed any auditing  procedures  since
that date.




New York, New York
June 11, 2001




<PAGE>

                         LIVINGSTON, WACHTELL & CO., LLP
                          Certified Public Accountants
                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS

                      MARCH 31, 2001 AND DECEMBER 31, 2000


<TABLE>
<CAPTION>

                                                                           MARCH 31,           DECEMBER 31,
                                                                            2 0 0 1              2 0 0 0
                                                                            -------              -------
                                                    ASSETS

CURRENT ASSETS
<S>                                                                       <C>                  <C>
      Cash                                                                $       7,753        $      76,885
      Due from Related Companies                                                272,026              415,076
      Prepaid Expenses and Other Current Assets                                  29,509                6,242
                                                                          -------------        -------------

              Total Current Assets                                              309,288              498,203
                                                                          -------------        -------------

PROPERTY AND EQUIPMENT - at Cost                                                280,274              230,666
      Less: Accumulated Depreciation                                            (64,860)             (51,945)
                                                                          -------------        -------------

                                                                                215,414              178,721
                                                                          -------------        -------------
OTHER ASSETS
      Intangible Assets - Net                                                 9,342,910            9,213,201
      Minority Interests                                                         58,893               20,734
                                                                          -------------        -------------

                                                                              9,401,803            9,233,935
                                                                          -------------        -------------

              TOTAL ASSETS                                                $   9,926,505        $   9,910,859
                                                                          =============        =============

                                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
      Note Payable - Bank                                                 $     666,398        $     691,341
      Accrued Expenses                                                           15,876                2,568
                                                                          -------------        -------------

              Total Current Liabilities                                         682,274              693,909

LONG-TERM LIABILITIES
      Due to Stockholders                                                    10,127,333            9,715,623
                                                                          -------------        -------------

              TOTAL LIABILITIES                                              10,809,607           10,409,532
                                                                          -------------        -------------

COMMITMENT

STOCKHOLDERS' DEFICIENCY
      Common Stock - $.12834 Par Value
           1,000,000 Shares Authorized, Issued and
              Outstanding                                                       128,340              128,340
      Deficit Accumulated During the Development Stage                       (1,011,442)            (627,013)
                                                                          -------------        --------------

              TOTAL STOCKHOLDERS' DEFICIENCY                                   (883,102)            (498,673)
                                                                          -------------        -------------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIENCY                                               $   9,926,505        $   9,910,859
                                                                          =============        =============

</TABLE>

        The accompanying notes and independent accountants' review report
          are an integral part of the consolidated financial statements

                                       3
<PAGE>


                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                  AND FROM JUNE 4, 1997 (DATE OF INCEPTION) TO
                                 MARCH 31, 2001


<TABLE>
<CAPTION>


                                                                 THREE                THREE            JUNE 4, 1997
                                                                MONTHS               MONTHS              (DATE OF
                                                                 ENDED                ENDED           INCEPTION) TO
                                                               MARCH 31,            MARCH 31,           MARCH 31,
                                                                2 0 0 1              2 0 0 0             2 0 0 1
                                                                -------              -------             -------

<S>                                                          <C>                  <C>                  <C>
INCOME                                                       $      -             $      -             $      -

COST AND EXPENSES
     General and Administrative Expenses                          439,139                5,555            1,327,863
                                                             ------------         ------------         ------------

OPERATING LOSS                                                    439,139                5,555            1,327,863


OTHER EXPENSE
     Interest Expense                                               9,175                -                    9,302
                                                             ------------         ------------         ------------

Net Loss Before Minority Interest                                 448,314                5,555            1,337,165


     Minority Interest                                            (63,885)               -                 (325,723)
                                                             ------------         ------------         ------------

NET LOSS                                                     $    384,429         $      5,555         $  1,011,442
                                                             ============         ============         ============





NET LOSS PER SHARE OF COMMON STOCK                             $  .384429          $   .005555           $ 1.912929
                                                               ==========           ===========          ==========

WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK SHARES                                        1,000,000            1,000,000              528,740
                                                             ============         ============         ============


</TABLE>

        The accompanying notes and independent accountants' review report
          are an integral part of the consolidated financial statements

                                       4
<PAGE>


                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

                       JUNE 4, 1997 (DATE OF INCEPTION) TO
                                 MARCH 31, 2001


<TABLE>
<CAPTION>


                                                                                                          DEFICIT
                                                                      COMMON STOCK                      ACCUMULATED
                                                                    $.12834 PAR VALUE                    DURING THE
                                                               SHARES             AMOUNT                 DEVELOPMENT
                                                                                                           STAGE





<S>                                                                <C>            <C>                 <C>
COMMON STOCK ISSUED - June 4, 1997                                 10,000         $      1,283        $     -

     Net Loss For The Period                                         -                  -                     (289)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1997                                        10,000                1,283                (289)

     Net Loss For The Year                                           -                  -                   (3,209)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1998                                        10,000                1,283              (3,498)

     Shares Issued At Par Value - March 30, 1999                  990,000              127,057              -

     Net Loss For The Year                                           -                  -                     (302)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1999                                     1,000,000              128,340              (3,800)

     Net Loss For The Year                                           -                   -                (623,213)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 2000                                     1,000,000              128,340            (627,013)

     Net Loss For The Period                                        -                    -                (384,429)
                                                             ------------         ------------        ------------

BALANCE - MARCH 31, 2001                                        1,000,000         $    128,340        $ (1,011,442)
                                                             ============         ============        ============

</TABLE>

        The accompanying notes and independent accountants' review report
          are an integral part of the consolidated financial statements


                                       5
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                  AND FROM JUNE 4, 1997 (DATE OF INCEPTION) TO
                                 MARCH 31, 2001

<TABLE>
<CAPTION>


                                                                  THREE              THREE            JUNE 4, 1997
                                                                 MONTHS              MONTHS             (DATE OF
                                                                  ENDED              ENDED            INCEPTION) TO
                                                                MARCH 31,           MARCH 31            MARCH 31,
                                                                 2 0 0 1            2 0 0 0              2 0 0 1
                                                                 -------            -------              -------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                           <C>                <C>                 <C>
     Net Loss                                                 $     (384,429)    $       (5,555)     $   (1,011,442)
     Adjustments to Reconcile Net Loss to Net Cash
         Provided By Operating Activities:
              Depreciation and Amortization                           43,115            -                   209,997
              Changes in Operating Assets and
                  Liabilities:
                      Prepaid Expenses and
                           Other Assets                              (61,426)           -                   (88,402)
                      Accruals                                        13,308            -                    15,875
                                                              --------------     --------------      --------------

     NET CASH USED IN OPERATING
         ACTIVITIES                                                 (389,432)            (5,555)           (873,972)
                                                              --------------     --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisitions - Net of Cash Acquired                           (169,903)           -                  (492,183)
      Purchases of Property and Equipment                            (49,608)           -                  (280,273)
                                                              --------------     --------------      --------------

     NET CASH USED IN INVESTING ACTIVITIES                          (219,511)           -                  (772,456)
                                                              --------------     --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Due to Stockholders and Related Parties - Net                   564,754              5,555           1,548,295
     Issuance of Common Stock                                        -                  -                   128,340
     Notes Payable - Bank - Net                                      (24,943)           -                   (22,454)
                                                              --------------     --------------      --------------

     NET CASH PROVIDED BY FINANCING
         ACTIVITIES                                                  539,811              5,555           1,654,181
                                                              --------------     --------------      --------------

NET INCREASE (DECREASE) IN CASH                                      (69,132)           -                     7,753

CASH - BEGINNING OF YEAR                                              76,885            -                   -
                                                              --------------     --------------      --------------

CASH - END OF YEAR                                            $      7,753       $      -            $        7,753
                                                              ============       ==============      ==============
</TABLE>


        The accompanying notes and independent accountants' review report
          are an integral part of the consolidated financial statements

                                       6
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001




The  accompanying unaudited financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-Q. Accordingly,
     they do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     In the opinion of management, all adjustments (consisting of normal
     recurring accruals) considered necessary for a fair presentation have been
     included. Operating results for the three month period ended March 31, 2001
     are not necessarily indicative of the results that may be expected for the
     year ending December 31, 2001. For further information, refer to the
     financial statements and footnotes thereto included in the Company's Annual
     Report on Form 10-KSB for the year ended December 31, 2000.


1.     THE COMPANY, MANAGEMENT DISCUSSION AND PLAN OF OPERATION

      Ming Hua Group International Holding (Hong Kong) Limited and Subsidiary
         ("Ming Hua Holding"),  formerly Lucky Perfect International Limited and
         Shenzhen Ming Hua Group ("H.K")  Limited,  was  incorporated  under the
         laws of the Hong  Kong  Special  Administrator  region  of the  Peoples
         Republic of China on June 4, 1997.  On July 16, 2000,  Ming Hua Holding
         acquired a 70% interest in Shenzhen Ming Hua  Environmental  Protection
         Vehicle   Co.,   Ltd.  a  Peoples   Republic   of  China   Corporation,
         ("Environmental  Vehicle  Company"),  (collectively the "Company").  On
         February 9, 2001,  the Company  acquired an additional  15% interest in
         Shenzhen  Ming Hua  Environmental  Protection  Vehicle Co.,  Ltd. for a
         total of an 85% interest.

       The  Company presently owns patented technology relating to the
            production of hybrid vehicles powered by a combination of a
            combustion diesel engine and an electric power system. The Company
            produced a prototype hybrid vehicle in 1999 and will initially
            target the public transportation sector. The Company has not made
            any sales of its vehicles models to date, however, it has entered
            into 4 non-binding letters of intent for the sale of up to 110
            vehicles.

       The  Company remains in the development stage and for the period June 4,
            1997 (date of inception) to March 31, 2001 has engaged primarily in
            research and development activities developing the hybrid powered
            vehicle technology. General and administrative expenses consists
            primarily of professional and consulting fees and rent expenses.

       The  Company's stockholders intend to carry out their plan to exchange
            all of their stock for an existing publicly traded Company's stock
            in order to generate more capital for the Company (See Note 8
            "Subsequent Event"). The Company's existing capital is not
            sufficient to meet the Company's cash needs, accordingly, additional
            capital is required for future operations.


2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       BASIS OF CONSOLIDATION, ORGANIZATION AND BUSINESS

       The  accompanying consolidated financial statements include the accounts
            of Ming Hua Holding and its 85% owned subsidiary, the Environmental
            Vehicle Company.



                                       7
<PAGE>


                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       BASIS OF CONSOLIDATION, ORGANIZATION AND BUSINESS (Continued)

       All material intercompany accounts and transactions have been eliminated.

       The  Company has determined The Peoples Republic of China Chinese Yuan
            Renminbi to be the functional currency of the Environmental Vehicle
            Company. There were no gains or losses recognized as a result of
            translating foreign currencies to the U.S. dollars due to the
            stability of the currency to date. No assurance however, can be
            given as to the future valuation of the foreign currencies and how
            further movements in the foreign currencies could affect future
            earnings of the Company.

       The  balance sheet of the foreign subsidiary was translated at period and
            year end exchange rates, except for property and equipment, which
            was translated at rates in effect when the assets were acquired,
            substantially the same as the period and year end rates. Expenses
            were translated at exchange rates in effect during the year,
            substantially the same as period and year end rates.

       REVENUE RECOGNITION

       The Company will recognize revenue when binding orders are received and
vehicles are shipped to customers.


       SIGNIFICANT ESTIMATES

       Several areas require significant management estimates relating to
            uncertainties for which it is reasonably possible that there will be
            a material change in the near term. The more significant areas
            requiring the use of management estimates related to valuation of
            intangible assets and the useful lives for amortization and
            depreciation.


       PROPERTY AND EQUIPMENT

       Expenditures for maintenance, repairs and betterments, which do not
            materially extend the normal useful life of an asset, are charged to
            operations as incurred. Upon sale or other disposition of assets,
            the cost and related accumulated depreciation are removed from the
            accounts and any resulting gain or loss is reflected in income.

       Depreciation and amortization are provided for financial reporting
            primarily on the accelerated and the straight-line methods over the
            estimated useful lives of the respective assets as follows:

                                                                     Estimated
                                                                    Useful Lives

            Machinery and Equipment                                    5 years
            Transportation and Delivery Equipment                      3 years
            Office and Computer Software and
               Equipment                                               5 years



                                       8
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       PROPERTY AND EQUIPMENT (Continued)

       The  Company continually reviews machinery and equipment and other
            long-lived assets to determine that the carrying values have not
            been impaired.

       Depreciation on property and equipment charged to expense was $12,972 and
            $- 0 - for the three months ended March 31, 2001 and 2000,
            respectively.


       PATENTS

       Patents are being amortized on a straight-line basis over their estimated
            useful lives. The amortization charged to expense was $27,262 and $-
            0 - for the three months ended March 31, 2001 and 2000,
            respectively.


       ADVERTISING COSTS

       All  costs associated with advertising and promoting products are
            expensed in the year incurred. Advertising expense was $23,332 and
            $- 0 - for the three months ended March 31, 2001 and 2000,
            respectively.


       INCOME TAXES

       Income tax expense is based on reported income before income taxes.
            Deferred income taxes reflect the effect of temporary differences
            between assets and liabilities that are recognized for financial
            reporting purposes and the amounts that are recognized for income
            tax purposes. In accordance with Statement of Financial Accounting
            Standard (SFAS) No. 109, "Accounting for Income Taxes," these
            deferred taxes are measured by applying currently enacted tax laws.

       The  Company is currently in the development stage and has not yet
            commenced an active trade or business, therefore, the Company did
            not provide any current or deferred income tax provision or benefit
            for any periods presented to date because it has experienced
            operating losses since inception.


       MINORITY INTERESTS

       Receivables have been recorded for $58,893 reflecting the cumulative
            minority interest loss, as it is the minority interest's intention
            to provide additional capital to cover the present deficit in
            stockholders' equity of the Environmental Vehicle Company.



                                       9
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001



2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       RESEARCH AND DEVELOPMENT COSTS

       Company sponsored research and development costs, related to both present
            and future products, are charged to operations when incurred and are
            included in operating expenses. Total expenditures for research and
            development were $9,263 and $- 0 - for the three months ended March
            31, 2001 and 2000, respectively.


       RELATED PARTY AND STOCKHOLDERS' LOANS

       Stockholders' loans are unsecured, non-interest bearing and have no fixed
            terms of repayment. Due from related party consists primarily of
            prepaid rent on office space.


3.     ACQUISITION OF A SUBSIDIARY

       Ming Hua Holding acquired 70% of the outstanding common stock shares of
            the Environmental Vehicle Company on July 16, 2000, for $793,270 in
            cash and an additional 15% on February 9, 2001 for $169,603 cash.
            This stock acquisition had been accounted for under the purchase
            method of accounting. The purchase price had been allocated to the
            assets acquired and the liabilities assumed based on estimated fair
            value and the excess of the purchase price over the estimated fair
            value of the assets acquired, recorded as goodwill. Goodwill
            totaling $400,310 is being amortized on the straight-line basis over
            an estimated life of 20 years. The total amortization expense for
            goodwill was $2,881 and $- 0 - for the three months ended March 31,
            2001 and 2000, respectively. The Environmental Vehicle Company's
            loss has been included in the consolidated financial results of the
            Company from its date of acquisition.

       Otherintangible assets acquired included both in-process research and
            development costs and a patent. The total amount of purchase price
            allocated to the in-process research and development costs and the
            patent were $7,459,893 and $1,637,538, respectively. This cost
            allocation was based on an appraisal report by Shenzhen Zhong-Dexin
            Assets Appraisal Co., Ltd. licensed by the Ministry of Finance of
            The Peoples Republic of China.




                                       10
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001



4.     PROPERTY AND EQUIPMENT

       Property and equipment at cost consists of:

<TABLE>
<CAPTION>
                                                                              March 31,           December 31,
                                                                               2 0 0 1              2 0 0 0
                                                                           -------------         -------------

<S>                                                                         <C>                    <C>
             Transportation Equipment                                       $     58,118           $    58,118

             Office, Computer Software and Equipment                             222,156               172,548
                                                                            ------------           -----------

                                                                                 280,274               230,666

             Less: Accumulated Depreciation                                      (64,860)              (51,945)
                                                                            ------------           -----------

                                    T O T A L                               $    215,414           $   178,721
                                                                            ============           ===========
</TABLE>


5.     NOTES PAYABLE - BANK

       This bank loan consists of a credit line agreement secured by a guarantee
            given by a related party. The outstanding loan balance at March 31,
            2001 was $666,398.

       Totalinterest expense incurred was 2000 was $9,175 and $- 0 - for the
            three months ended March 31, 2001 and 2000, respectively.


6.     LEASE COMMITMENTS

       The  Company leases office space from a related company, under a
            long-term non-cancellable lease agreement with annual rent
            escalations of 8%.

       Minimum future rental payments under the non-cancellable operating lease
            as of March 31, 2001 for each of the next five years and in the
            aggregate are as follows:

Period Ended
March 31,                          Amount

2002                             $     425,091
2006                                   459,098
2007                                   495,826
2008                                   535,492
2006 and thereafter                    230,227
                                   ------------

Total Minimum Future Rental       $   2,145,734
Payments                          =============


       Totalrent expense paid to the related Company was $142,597 and $- 0 -
            for the three months ended March 31, 2001 and 2000, respectively.



                                       11
<PAGE>



                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001



7.     SUPPLEMENTAL CASH FLOW INFORMATION

       Cash paid for:
<TABLE>
<CAPTION>
                                                                                                    June 4, 1997
                                                                        Three Months                  (Date of
                                                                            Ended                   Inception) to
                                                                           March 31,                  March 31,
                                                                           ---------
                                                                     2 0 0 1         2 0 0 0           2 0 0 1
                                                                     -------         -------           -------

<S>                                                                    <C>          <C>                 <C>
              Interest                                                 $9,175       $  -                $9,302
                                                                       ======       ========            ======

              Income Taxes                                             $  -         $  -               $   -
                                                                     ========       =======            =======
</TABLE>


       Details of 2001 business acquisition:

                                                                      2 0 0 1

              Fair Value of Assets Acquired                          $169,603

              Liabilities Assumed`                                      - 0 -
                                                                     ---------

              Cash Paid for Acquisition                              $169,603
                                                                     ========



8.     SUBSEQUENT EVENTS

       On   April 27, 2001, the Company's two stockholders entered into a stock
            sale agreement (the "Agreement") with Panagra International
            Corporation ("Panagra") and its Subsidiary, Ming Hua Acquisition
            Corp., ("Acquisition Corp.") relating to the purchase by Acquisition
            Corp. of all of the outstanding capital stock of Ming Hua Holding.
            The Closing is subject to various conditions including the
            completion of a due diligence investigation by Panagra and
            Acquisition Corp. of Ming Hua Holding and the Environmental Vehicle
            Company. From and after the Closing, Panagra will indirectly control
            the Environmental Vehicle Company.
[{"type": "8-K", "sequence": "1", "filename": "main.txt", "description": "8K FOR PANAGRA", "secsgml_size_bytes": 80416}]
{"company-data": {"conformed-name": "PANAGRA INTERNATIONAL CORP/", "cik": "0001010566", "assigned-sic": "7389", "irs-number": "134025362", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30183", "film-number": "1676073"}, "business-address": {"street1": "515 MADISON AVENUE", "street2": "21ST FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2128290905"}, "mail-address": {"street1": "515 MADISON AVENUE", "street2": "21ST FLOOR", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest event Reported): June 22, 2001

                        PANAGRA INTERNATIONAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         New York                       0-30183                13-4025362
        ------------------------    -------------------      -----------------
       (State or other jurisdiction (Commission File Number) (IRS Employer
        of incorporation or                                   ID Number)
        organization)

              1 World Trade Center, 85th Floor, New York, NY 10048
                     --------------------------------------
                    (Address of principal executive offices)

                                 (212) 829-0905
                                 --------------
                         (Registrant's Telephone Number)
Item 5.  Other Events.

         On Friday, June 22, 2001 (the "Closing"),  the newly-formed  subsidiary
of PanAgra International Corporation (the "Company"), Minghua Acquisition Corp.,
a Delaware corporation  ("Acquisition Corp."),  purchased all of the outstanding
capital stock of Ming Hua Group  International  Holding (Hong Kong)  Limited,  a
corporation  existing  under  the laws of the Hong Kong  Special  Administrative
Region of the  People's  Republic  of China  ("Ming  Hua  Group  International")
pursuant to a stock  purchase  agreement  (the  "Agreement")  among  Acquisition
Corp.,  the  Company,  Mr. Li Chuquan and Mr.  Chan Kuen  Kwong.  Ming Hua Group
International  holds,  as its only  material  asset,  an 85% equity  interest in
Shenzhen  Minghua  Environmental  Protection  Vehicles Co.,  Ltd., a corporation
existing  under the laws of the People's  Republic of China (the  "Environmental
Vehicle  Company").  The Environmental  Vehicle Company is the owner of patented
technology  relating to hybrid vehicles powered by a combination of a combustion
diesel engine and an electric power system (the "Minghua Hybrid Vehicle").

         Pursuant to the Agreement,  Acquisition Corp. paid a $1,000,000 deposit
to Mr. Li Chuquan and Mr. Chan Kuen Kwong  (collectively,  the "Sellers") within
fifteen  days  after  signing  the  Agreement  on April 27,  2001 and  delivered
28,000,000  shares of Company's Common Stock to the Sellers at the Closing.  The
Company  funded the cash  amount and issued the shares on behalf of  Acquisition
Corp. as a capital  contribution to Acquisition Corp. The Company now indirectly
controls the Environmental Vehicle Company.

         At the Closing,  Mr. Li Chuquan obtained a controlling  interest in the
Company and on June 23, 2001,  Mr. Li was  appointed as Chairman of the Board of
Directors of the Company.  As soon as practical  after the Closing,  the Company
intends to change its name to Minghua Group  International  Holdings Limited.

Item 7.  Financial Statements and Exhibits

(a)      Financial Statements of Ming Hua Group International

(b)      Pro Forma Financial Information

         Pro Forma  financial  statements are not included  because prior to the
         Closing,  the  Company had no  significant  assets or  liabilities  and
         accordingly,  no  material  change  will  result  from  the  pro  forma
         consolidation of the Company's financial  statements with those of Ming
         Hua Group International.
(c)      Exhibits

         2.1      Stock  Purchase  Agreement,  dated April 27,  2001,  among the
                  Company,  Acquisition  Corp.  and  the  Sellers,  filed  as an
                  exhibit on Form 8-K, April 27, 2001.

         99.1     Press Release*
-----------
*        Filed herewith.
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.

Date: July 6, 2001

                                            PanAgra International Corporation

                                            By:  /s/ Ronald C. H. Lui
                                                 -------------------------------
                                                 Ronald C. H. Lui, President
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                        Consolidated Financial Statements

                                DECEMBER 31, 2000

Dated: June 11, 2001
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                                DECEMBER 31, 2000

                                    I N D E X

                                                                 Page No.

INDEPENDENT AUDITORS' REPORT                                         2

CONSOLIDATED BALANCE SHEET
         December 31, 2000                                           3

CONSOLIDATED STATEMENTS OF OPERATIONS
         For the Years Ended December 31, 2000 and 1999 and
              June 4, 1997 (Date of Inception) to December 31, 2000  4

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
         June 4, 1997 (Date of Inception) to December 31, 2000       5

CONSOLIDATED STATEMENTS OF CASH FLOWS
         For the Years Ended December 31, 2000 and 1999 and
              June 4, 1997 (Date of Inception) to December 31, 2000  6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                       7

                                       1
BRANCH OFFICE                                                   TEL 212-840-2595
20 LEBANON ROAD                                                 FAX 212-840-7239
SCARSDALE, NY 10583-7122                                        www.lwccpa.com
914-723-3376

                         Livingston, Wachtell & Co., LLP
                          certified public accountants
                           1140 avenue of the americas
                            new york, ny 10036-5803

LEONARD L. EIGER, C.P.A.                JAY J. LIVINGSTON, C.P.A. (1919-1972)
SAM BECKER, C.P.A.                     THEODORE WACHTELL, C.P.A. (1919-1966)
IRA E. COHEN, C.P.A.                   HERBERT H. REYBURN, C.P.A. (1934-1985)
JAMES R. GRIMALDI, C.P.A.              IRVING ZUCKERMAN, C.P.A. (1965-1985)
LAWRENCE GOLDMAN, C.P.A.

Board of Directors
Ming Hua Group International Holding
  (Hong Kong) Limited and Subsidiary
(A Development Stage Company)
Hong Kong, China

INDEPENDENT AUDITORS' REPORT

We have audited the  accompanying  consolidated  balance sheet of Ming Hua Group
International  Holding (Hong Kong) Limited and Subsidiary (A  Development  Stage
Company) as of December  31, 2000 and the  related  consolidated  statements  of
operations, stockholders' deficiency and cash flows for the years ended December
31,  2000 and 1999 and from June 4, 1997 (Date of  Inception)  to  December  31,
2000. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An audit also includes  assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of Ming Hua Group
International  Holding (Hong Kong) Limited and Subsidiary (A  Development  Stage
Company) as of December 31, 2000, and the results of its operations and its cash
flows for the years ended December 31, 2000 and 1999 and from June 4, 1997 (Date
of Inception) to December 31, 2000, in  conformity  with  accounting  principles
generally accepted in the United States of America.

New York, New York
June 11, 2001
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000
ASSETS
CURRENT ASSETS
Cash                                                                       $   76,885
      Due from Related Companies                                                    415,076
      Prepaid Expenses and Other Current Assets                                       6,242
                                                                                 ----------

              Total Current Assets                                                                  $     498,203

PROPERTY, PLANT AND EQUIPMENT - at Cost                                              230,666
      Less: Accumulated Depreciation                                                 (51,945)
                                                                                 -----------
                                                                                                          178,721
OTHER ASSETS
      Intangible Assets - Net                                                                           9,213,201
      Minority Interests                                                                                   20,734
                                                                                                    -------------

              TOTAL ASSETS                                                                          $   9,910,859
                                                                                                    =============

                                      LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
      Note Payable - Bank                                                        $  691,341
      Accrued Expenses                                                                2,568
                                                                                 ----------

              Total Current Liabilities                                                             $     693,909

LONG-TERM LIABILITIES
      Due to Stockholders                                                                               9,715,623
                                                                                                    -------------

                 TOTAL LIABILITIES                                                                     10,409,532

COMMITMENT

STOCKHOLDERS' DEFICIENCY
      Common Stock - $.12834 Par Value
           1,000,000 Shares Authorized, Issued and Outstanding                      128,340
      Deficit Accumulated During the Development Stage                             (627,013)
                                                                                 ----------

              TOTAL STOCKHOLDERS' DEFICIENCY                                                             (498,673)
                                                                                                    -------------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIENCY                                                                         $   9,910,859
                                                                                                    =============
The accompanying notes are an integral part
                    of the consolidated financial statements

                                       3
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                  AND FROM JUNE 4, 1997 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000
JUNE 4, 1997
                                                                                                         (DATE OF
                                                                                                      INCEPTION) TO
                                                                                                       DECEMBER 31,
                                                                 2000                 1999                 2000
                                                                 ----                 ----                 ----
INCOME                                                       $      -             $      -             $      -

COST AND EXPENSES
     General and Administrative Expenses                          884,924                  302              888,724
                                                             ------------         ------------         ------------

OPERATING LOSS                                                    884,924                  302              888,724

OTHER EXPENSE
     Interest Expense                                                 127                -                      127
                                                             ------------         ------------         ------------

Net Loss Before Minority Interest                                 885,051                  302              888,851

     Minority Interest                                           (261,838)               -                 (261,838)
                                                             ------------         ------------         ------------

NET LOSS                                                     $    623,213         $        302         $    627,013
                                                             ============         ============         ============

NET LOSS PER SHARE OF COMMON STOCK
                                                               $  .623213          $    .00039          $   1.26350
                                                               ==========          ===========          ===========
WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK                                               1,000,000              775,000              496,249
                                                             ============         ============         ============
The accompanying notes are an integral part
                    of the consolidated financial statements

                                       4
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

                       JUNE 4, 1997 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000
DEFICIT
                                                                      COMMON STOCK                      ACCUMULATED
                                                                    $.12834 PAR VALUE                   DURING THE
                                                               SHARES             AMOUNT                DEVELOPMENT
                                                                                                           STAGE
COMMON STOCK ISSUED - June 4, 1997                                 10,000         $      1,283        $     -

     Net Loss For The Period                                         -                  -                     (289)
                                                             ------------         ------------        -------------

BALANCE - DECEMBER 31, 1997                                        10,000                1,283                (289)

     Net Loss For The Year                                           -                  -                   (3,209)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1998                                        10,000                1,283              (3,498)

     Shares Issued At Par Value - March 30, 1999                  990,000              127,057              -

     Net Loss For The Year                                           -                  -                     (302)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1999                                     1,000,000              128,340              (3,800)

     Net Loss For The Year                                           -                   -                (623,213)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 2000                                     1,000,000         $    128,340        $   (627,013)
                                                             ============         ============        ============
The accompanying notes are an integral part
                    of the consolidated financial statements

                                       5
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
                  AND FROM JUNE 4, 1997 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2000
JUNE 4, 1997
                                                                                                        (DATE OF
                                                                                                      INCEPTION) TO
                                                                                                       DECEMBER 31,
                                                                  2000                1999               2000
                                                                  ----                ----               ----

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                 $     (623,213)    $         (302)     $     (627,013)
     Adjustments to Reconcile Net Loss to Net Cash
         Provided By Operating Activities:
              Depreciation and Amortization                          166,882            -                   166,882
              Changes in Operating Assets and
                  Liabilities:
                      Prepaid Expenses and
                           Other Assets                              (18,017)           -                   (26,976)
                      Accruals                                         2,567             (3,224)              2,567
                                                              --------------     --------------      --------------

     NET CASH USED IN OPERATING
         ACTIVITIES                                                 (471,781)            (3,526)           (484,540)
                                                              --------------     --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisition - Net of Cash Acquired                            (322,280)           -                  (322,280)
      Purchases of Property and Equipment                           (181,128)           -                  (230,665)
                                                              --------------     --------------      --------------

     NET CASH USED IN INVESTING ACTIVITIES                          (503,408)           -                  (552,945)
                                                              --------------     --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Due to Stockholders and Related Parties - Net                 1,049,585           (124,075)            983,541
     Issuance of Common Stock                                        -                  127,601             128,340
     Notes Payable - Bank - Net                                        2,489            -                     2,489
                                                              --------------     --------------      --------------

     NET CASH PROVIDED BY FINANCING
         ACTIVITIES                                                1,052,074              3,526           1,114,370
                                                              --------------     --------------      --------------

NET INCREASE IN CASH                                                  76,885            -                    76,885

CASH - BEGINNING OF YEAR                                             -                  -                   -
                                                              --------------     --------------      --------------

CASH - END OF YEAR                                            $       76,885     $      -            $       76,885
                                                              ==============     ==============      ==============
The accompanying notes are an integral part
                    of the consolidated financial statements

                                       6
LIVINGSTON, WACHTELL & CO., LLP
                          Certified Public Accountants
                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

1.     THE COMPANY, MANAGEMENT DISCUSSION AND PLAN OF OPERATION

       Ming Hua Group International Holding (Hong Kong) Limited and Subsidiary
            ("Ming Hua Holding"), formerly Lucky Perfect International Limited
            and Shenzhen Ming Hua Group ("H.K") Limited, was incorporated under
            the laws of the Hong Kong Special Administrator region of the
            Peoples Republic of China on June 4, 1997. On July 16, 2000, Ming
            Hua Holding acquired a 70% interest in Shenzhen Ming Hua
            Environmental Protection Vehicle Co., Ltd. a Peoples Republic of
            China Corporation, ("Environmental Vehicle Company"), (collectively
            the "Company").

       The  Company presently owns patented technology relating to the
            production of hybrid vehicles powered by a combination of a
            combustion diesel engine and an electric power system. The Company
            produced a prototype hybrid vehicle in 1999 and will initially
            target the public transportation sector. The Company has not made
            any sales of its vehicles models to date, however, it has entered
            into 4 non-binding letters of intent for the sale of up to 110
            vehicles.

       The  Company remains in the development stage and for the period June 4,
            1997 (date of inception) to December 31, 1999 has engaged primarily
            in research and development activities developing the hybrid powered
            vehicle technology. General and administrative expenses consists
            primarily of professional and consulting fees and rent expenses.

       The  Company's stockholders intend to carry out their plan to exchange
            all of their stock for an existing publicly traded Company's stock
            in order to generate more capital for the Company (See Note 8
            "Subsequent Event"). The Company's existing capital is not
            sufficient to meet the Company's cash needs, accordingly, additional
            capital is required for future operations.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       BASIS OF CONSOLIDATION, ORGANIZATION AND BUSINESS

       The  accompanying consolidated financial statements include the accounts
            of Ming Hua Holding and its 70% owned subsidiary, the Environmental
            Vehicle Company.

       All  material   intercompany   accounts  and  transactions   have  been
         eliminated in 2000.

       The  Company has determined The Peoples Republic of China Chinese Yuan
            Renminbi to be the functional currency of the Environmental Vehicle
            Company. There were no gains or losses recognized as a result of
            translating foreign currencies to the U.S. dollars due to the
            stability of the currency in 2000. No assurance however, can be
            given as to the future valuation of the foreign currencies and how
            further movements in the foreign currencies could affect future
            earnings of the Company.

       The  balance sheet of the foreign subsidiary was translated at year-end
            exchange rates, except for property and equipment, which was
            translated at rates in effect when the assets were acquired,
            substantially the same as the year end rates. Expenses were
            translated at exchange rates in effect during the year,
            substantially the same as the year-end rates.

                                       7
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       REVENUE RECOGNITION

       The Company will recognize revenue when binding orders are received and
vehicles are shipped to customers.

       SIGNIFICANT ESTIMATES

       Several areas require significant management estimates relating to
            uncertainties for which it is reasonably possible that there will be
            a material change in the near term. The more significant areas
            requiring the use of management estimates related to valuation of
            intangible assets and the useful lives for amortization and
            depreciation.

       PROPERTY, PLANT AND EQUIPMENT

       Expenditures for maintenance, repairs and betterments, which do not
            materially extend the normal useful life of an asset, are charged to
            operations as incurred. Upon sale or other disposition of assets,
            the cost and related accumulated depreciation are removed from the
            accounts and any resulting gain or loss is reflected in income.

       Depreciation and amortization are provided for financial reporting
            primarily on the accelerated and the straight-line methods over the
            estimated useful lives of the respective assets as follows:

                                                                      Estimated
                                                                    Useful Lives
                                                                    ------------
                          Machinery and Equipment                      5 years
                          Transportation and Delivery Equipment        3 years
                          Office and Computer Software and
                             Equipment                                 5 years

       The  Company continually reviews plant and equipment and other long-lived
            assets to determine that the carrying values have not been impaired.

       Depreciation  on property and equipment  charged to expense was $51,945
         for 2000.

       PATENTS

       Patents are being amortized on a straight-line basis over their estimated
            useful lives. The amortization charged to expense was $109,169 in
            2000.

                                       8
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       ADVERTISING COSTS

       All  costs associated with advertising and promoting products are
            expensed in the year incurred. Advertising expense was $46,602 for
            the year ended December 31, 2000.

       INCOME TAXES

       Income tax expense is based on reported income before income taxes.
            Deferred income taxes reflect the effect of temporary differences
            between assets and liabilities that are recognized for financial
            reporting purposes and the amounts that are recognized for income
            tax purposes. In accordance with Statement of Financial Accounting
            Standard (SFAS) No. 109, "Accounting for Income Taxes," these
            deferred taxes are measured by applying currently enacted tax laws.

       The Company is currently in the development stage and has not yet
            commenced an active trade or business, therefore, the Company did
            not provide any current or deferred income tax provision or benefit
            for any periods presented to date because it has experienced
            operating losses since inception.

       MINORITY INTERESTS

       A receivable was recorded for $20,734 reflecting the minority interest
            loss, as it is the minority interest's intention to provide
            additional capital to cover the present deficit in stockholders'
            equity of the Environmental Vehicle Company.

       RESEARCH AND DEVELOPMENT COSTS

       Company sponsored research and development costs, related to both present
            and future products, are charged to operations when incurred and are
            included in operating expenses. Total expenditures for research and
            development was $70,793 in 2000.

       RELATED PARTY AND STOCKHOLDERS' LOANS

       Stockholders' loans are unsecured, non-interest bearing and have no fixed
            terms of repayment. Due from related party consists primarily of
            prepaid rent on office space.

                                       9
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

3.     ACQUISITION OF A SUBSIDIARY

       Ming Hua Holding acquired 70% of the outstanding common stock shares of
            the Environmental Vehicle Company on July 16, 2000, for $793,270 in
            cash. This stock acquisition had been accounted for under the
            purchase method of accounting. The purchase price had been allocated
            to the assets acquired and the liabilities assumed based on
            estimated fair value and the excess of the purchase price over the
            estimated fair value of the assets acquired, recorded as goodwill.
            Goodwill totaling $230,707 is being amortized in the straight-line
            basis over an estimated life of 20 years. The total amortization
            expense for goodwill was $5,768 for the year ended December 31,
            2000. The Environmental Company's loss has been included in the
            consolidated financial results of the Company from its date of
            acquisition.

       Otherintangible assets acquired included both in-process research and
            development costs and a patent. The total amount of purchase price
            allocated to the in-process research and development costs and the
            patent were $7,459,893 and $1,637,538, respectively. This cost
            allocation was based on an appraisal report by Shenzhen Zhong-Dexin
            Assets Appraisal Co., Ltd. licensed by the Ministry of Finance of
            The Peoples Republic of China.

       During July 2000, Environmental Vehicle Company transferred real estate
            with a book value of $965,000, to a stockholder as partial
            satisfaction of the stockholder's loan. No gain or loss was
            recognized on the transfer of this asset.

4.     PROPERTY AND EQUIPMENT

       Property and equipment at cost consists of:

                                                           December 31,
                                                             2 0 0 0
                                                           ----------

             Transportation Equipment                       $  58,118

             Office, Computer Software and Equipment          172,548
                                                            ---------

                                                              230,666

             Less: Accumulated Depreciation                   (51,945)
                                                            ---------

                                    T O T A L               $ 178,721
                                                            =========

                                       10
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

5.     NOTES PAYABLE - BANK

       This bank loan consists of a credit line agreement secured by a guarantee
            given by a related party. The outstanding loan balance at December
            31, 2000 was $691,341.

       Total interest expense incurred in 2000 was $127.

6.     LEASE COMMITMENTS

       The Company leases office space from a related company, under a
            long-term non-cancellable lease agreement with annual rent
            escalations of 8%.

       Minimum future rental payments under the non-cancellable operating lease
            as of December 31, 2000 for each of the next five years and in the
            aggregate are as follows:

                Year Ended
                December 31,                           Amount

                2001                              $  417,423
                2002                                 450,817
                2003                                 486,883
                2004                                 525,833
                2005                                 368,766
                2006 and thereafter                   -
                                                  ------------

                Total Minimum Future Rental      $ 2,249,722
                Payments                          ============

Total rent expense paid to the related  Company for the year ended  December 31,
2000 was $170,916.

7.     SUPPLEMENTAL CASH FLOW INFORMATION

       Cash paid during the years ended December 31, 2000 and 1999 for:
June 4, 1997
                                                                                                      (Date of
                                                                                                    Inception) to
                                                                                                    December 31,
                                                                   2 0 0 0           1 9 9 9           2 0 0 0
                                                                   -------           -------           -------
Interest                                             $  127           $  -                $  127
                                                                   ======           ========            ======

              Income Taxes                                         $  -              $ -                $   -
                                                                   ======            =======            ===========
11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

7.     SUPPLEMENTAL CASH FLOW INFORMATION (Continued)

       Details of 2000 business acquisition:

              Fair Value of Assets Acquired               $   10,569,833
              Liabilities Assumed`                             9,776,563
                                                          --------------

              Cash Paid for Acquisition                   $      793,270
                                                          ==============

              Cash Received Included in
                    Assets Acquired                       $      470,990
                                                          ==============

8.     SUBSEQUENT EVENTS

       On   February 9, 2001, the Company acquired an additional 15% interest in
            the Environmental Vehicle Company, therefore, increasing its stock
            ownership from 70% to 85%.

       On   April 27, 2001, the Company's two stockholders entered into a stock
            sale agreement (the "Agreement") with Panagra International
            Corporation ("Panagra") and its Subsidiary, Ming Hua Acquisition
            Corp., ("Acquisition Corp.") relating to the purchase by Acquisition
            Corp. of all of the outstanding capital stock of Ming Hua Holding.
            The Closing is subject to various conditions including the
            completion of a due diligence investigation by Panagra and
            Acquisition Corp. of Ming Hua Holding and the Environmental Vehicle
            Company. From and after the Closing, Panagra will indirectly control
            the Environmental Vehicle Company.

                                       12
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                        Consolidated Financial Statements

                                 MARCH 31, 2001

Dated: June 11, 2001
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                                 MARCH 31, 2001

                                    I N D E X

                                                                    Page No.

INDEPENDENT ACCOUNTANTS' REVIEW REPORT                                2

BALANCE SHEETS
         March 31, 2001 and December 31, 2000                         3

STATEMENTS OF OPERATIONS
         For the Three Months Ended March 31, 2001 and 2000 and
              from June 4, 1997 (Date of Inception) to March 31, 2001 4

STATEMENT OF STOCKHOLDERS' DEFICIENCY
         June 4, 1997 (Date of Inception) to March 31, 2001           5

STATEMENTS OF CASH FLOWS
         For the Three Months Ended March 31, 2001 and 2000 and
              from June 4, 1997 (Date of Inception) to March 31, 2001 6

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS                        7

                                       1
BRANCH OFFICE                                              TEL 212-840-2595
20 LEBANON ROAD                                            FAX 212-840-7239
SCARSDALE, NY 10583-7122                                    www.lwccpa.com
914-723-3376

                         Livingston, Wachtell & Co., LLP
                          certified public accountants
                           1140 avenue of the americas
                            new york, ny 10036-5803

LEONARD L. EIGER, C.P.A.                  JAY J. LIVINGSTON, C.P.A. (1919-1972)
SAM BECKER, C.P.A.                        THEODORE WACHTELL, C.P.A. (1919-1966)
IRA E. COHEN, C.P.A.                      HERBERT H. REYBURN, C.P.A. (1934-1985)
JAMES R. GRIMALDI, C.P.A.                 IRVING ZUCKERMAN, C.P.A. (1965-1985)
LAWRENCE GOLDMAN, C.P.A.

Board of Directors
Ming Hua Group International Holding
  (Hong Kong) Limited and Subsidiary
(A Development Stage Company)
Hong Kong, China

INDEPENDENT ACCOUNTANTS' REVIEW REPORT

We have reviewed the accompanying  balance sheet of Ming Hua Group International
Holding (Hong Kong) Limited and Subsidiary (A  Development  Stage Company) as of
March 31, 2001 and the related  statements of operations  and cash flows for the
three months then ended and from June 4, 1997 (Date of  Inception)  to March 31,
2001 and the statement of  stockholders'  deficiency  from June 4, 1997 (Date of
Inception)  to March 31,  2001.  All  information  included  in these  financial
statements is the  representation  and  responsibility of the management of Ming
Hua  Group   International   Holding  (Hong  Kong)  Limited  and  Subsidiary  (A
Development Stage Company).

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants  generally  accepted in the United
States of  America.  A review  consists  principally  of  inquiries  of  company
personnel  and  analytical   procedures   applied  to  financial   data.  It  is
substantially  less in scope than an  examination  in accordance  with generally
accepted  auditing  standards,  the  objective of which is the  expression of an
opinion regarding the financial statements taken as a whole. Accordingly,  we do
not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with accounting principles generally accepted in the United States of
America.

The balance  sheet as of December 31, 2000,  has been  included for  comparative
purposes  only.  The financial  statements for the year ended December 31, 2000,
were audited by us and we expressed an unqualified opinion on them in our report
dated June 11, 2001,  but we have not  performed any auditing  procedures  since
that date.

New York, New York
June 11, 2001
LIVINGSTON, WACHTELL & CO., LLP
                          Certified Public Accountants
                          MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS

                      MARCH 31, 2001 AND DECEMBER 31, 2000
MARCH 31,           DECEMBER 31,
                                                                            2 0 0 1              2 0 0 0
                                                                            -------              -------
                                                    ASSETS

CURRENT ASSETS
Cash                                                                $       7,753        $      76,885
      Due from Related Companies                                                272,026              415,076
      Prepaid Expenses and Other Current Assets                                  29,509                6,242
                                                                          -------------        -------------

              Total Current Assets                                              309,288              498,203
                                                                          -------------        -------------

PROPERTY AND EQUIPMENT - at Cost                                                280,274              230,666
      Less: Accumulated Depreciation                                            (64,860)             (51,945)
                                                                          -------------        -------------

                                                                                215,414              178,721
                                                                          -------------        -------------
OTHER ASSETS
      Intangible Assets - Net                                                 9,342,910            9,213,201
      Minority Interests                                                         58,893               20,734
                                                                          -------------        -------------

                                                                              9,401,803            9,233,935
                                                                          -------------        -------------

              TOTAL ASSETS                                                $   9,926,505        $   9,910,859
                                                                          =============        =============

                                   LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
      Note Payable - Bank                                                 $     666,398        $     691,341
      Accrued Expenses                                                           15,876                2,568
                                                                          -------------        -------------

              Total Current Liabilities                                         682,274              693,909

LONG-TERM LIABILITIES
      Due to Stockholders                                                    10,127,333            9,715,623
                                                                          -------------        -------------

              TOTAL LIABILITIES                                              10,809,607           10,409,532
                                                                          -------------        -------------

COMMITMENT

STOCKHOLDERS' DEFICIENCY
      Common Stock - $.12834 Par Value
           1,000,000 Shares Authorized, Issued and
              Outstanding                                                       128,340              128,340
      Deficit Accumulated During the Development Stage                       (1,011,442)            (627,013)
                                                                          -------------        --------------

              TOTAL STOCKHOLDERS' DEFICIENCY                                   (883,102)            (498,673)
                                                                          -------------        -------------

              TOTAL LIABILITIES AND STOCKHOLDERS'
                 DEFICIENCY                                               $   9,926,505        $   9,910,859
                                                                          =============        =============
The accompanying notes and independent accountants' review report
          are an integral part of the consolidated financial statements

                                       3
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                  AND FROM JUNE 4, 1997 (DATE OF INCEPTION) TO
                                 MARCH 31, 2001
THREE                THREE            JUNE 4, 1997
                                                                MONTHS               MONTHS              (DATE OF
                                                                 ENDED                ENDED           INCEPTION) TO
                                                               MARCH 31,            MARCH 31,           MARCH 31,
                                                                2 0 0 1              2 0 0 0             2 0 0 1
                                                                -------              -------             -------
INCOME                                                       $      -             $      -             $      -

COST AND EXPENSES
     General and Administrative Expenses                          439,139                5,555            1,327,863
                                                             ------------         ------------         ------------

OPERATING LOSS                                                    439,139                5,555            1,327,863

OTHER EXPENSE
     Interest Expense                                               9,175                -                    9,302
                                                             ------------         ------------         ------------

Net Loss Before Minority Interest                                 448,314                5,555            1,337,165

     Minority Interest                                            (63,885)               -                 (325,723)
                                                             ------------         ------------         ------------

NET LOSS                                                     $    384,429         $      5,555         $  1,011,442
                                                             ============         ============         ============

NET LOSS PER SHARE OF COMMON STOCK                             $  .384429          $   .005555           $ 1.912929
                                                               ==========           ===========          ==========

WEIGHTED AVERAGE NUMBER OF
     COMMON STOCK SHARES                                        1,000,000            1,000,000              528,740
                                                             ============         ============         ============
The accompanying notes and independent accountants' review report
          are an integral part of the consolidated financial statements

                                       4
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

                       JUNE 4, 1997 (DATE OF INCEPTION) TO
                                 MARCH 31, 2001
DEFICIT
                                                                      COMMON STOCK                      ACCUMULATED
                                                                    $.12834 PAR VALUE                    DURING THE
                                                               SHARES             AMOUNT                 DEVELOPMENT
                                                                                                           STAGE
COMMON STOCK ISSUED - June 4, 1997                                 10,000         $      1,283        $     -

     Net Loss For The Period                                         -                  -                     (289)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1997                                        10,000                1,283                (289)

     Net Loss For The Year                                           -                  -                   (3,209)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1998                                        10,000                1,283              (3,498)

     Shares Issued At Par Value - March 30, 1999                  990,000              127,057              -

     Net Loss For The Year                                           -                  -                     (302)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 1999                                     1,000,000              128,340              (3,800)

     Net Loss For The Year                                           -                   -                (623,213)
                                                             ------------         ------------        ------------

BALANCE - DECEMBER 31, 2000                                     1,000,000              128,340            (627,013)

     Net Loss For The Period                                        -                    -                (384,429)
                                                             ------------         ------------        ------------

BALANCE - MARCH 31, 2001                                        1,000,000         $    128,340        $ (1,011,442)
                                                             ============         ============        ============
The accompanying notes and independent accountants' review report
          are an integral part of the consolidated financial statements

                                       5
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                  AND FROM JUNE 4, 1997 (DATE OF INCEPTION) TO
                                 MARCH 31, 2001
THREE              THREE            JUNE 4, 1997
                                                                 MONTHS              MONTHS             (DATE OF
                                                                  ENDED              ENDED            INCEPTION) TO
                                                                MARCH 31,           MARCH 31            MARCH 31,
                                                                 2 0 0 1            2 0 0 0              2 0 0 1
                                                                 -------            -------              -------

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                 $     (384,429)    $       (5,555)     $   (1,011,442)
     Adjustments to Reconcile Net Loss to Net Cash
         Provided By Operating Activities:
              Depreciation and Amortization                           43,115            -                   209,997
              Changes in Operating Assets and
                  Liabilities:
                      Prepaid Expenses and
                           Other Assets                              (61,426)           -                   (88,402)
                      Accruals                                        13,308            -                    15,875
                                                              --------------     --------------      --------------

     NET CASH USED IN OPERATING
         ACTIVITIES                                                 (389,432)            (5,555)           (873,972)
                                                              --------------     --------------      --------------

CASH FLOWS FROM INVESTING ACTIVITIES
      Acquisitions - Net of Cash Acquired                           (169,903)           -                  (492,183)
      Purchases of Property and Equipment                            (49,608)           -                  (280,273)
                                                              --------------     --------------      --------------

     NET CASH USED IN INVESTING ACTIVITIES                          (219,511)           -                  (772,456)
                                                              --------------     --------------      --------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Due to Stockholders and Related Parties - Net                   564,754              5,555           1,548,295
     Issuance of Common Stock                                        -                  -                   128,340
     Notes Payable - Bank - Net                                      (24,943)           -                   (22,454)
                                                              --------------     --------------      --------------

     NET CASH PROVIDED BY FINANCING
         ACTIVITIES                                                  539,811              5,555           1,654,181
                                                              --------------     --------------      --------------

NET INCREASE (DECREASE) IN CASH                                      (69,132)           -                     7,753

CASH - BEGINNING OF YEAR                                              76,885            -                   -
                                                              --------------     --------------      --------------

CASH - END OF YEAR                                            $      7,753       $      -            $        7,753
                                                              ============       ==============      ==============
The accompanying notes and independent accountants' review report
          are an integral part of the consolidated financial statements

                                       6
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

The  accompanying unaudited financial statements have been prepared in
     accordance with generally accepted accounting principles for interim
     financial information and with the instructions to Form 10-Q. Accordingly,
     they do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     In the opinion of management, all adjustments (consisting of normal
     recurring accruals) considered necessary for a fair presentation have been
     included. Operating results for the three month period ended March 31, 2001
     are not necessarily indicative of the results that may be expected for the
     year ending December 31, 2001. For further information, refer to the
     financial statements and footnotes thereto included in the Company's Annual
     Report on Form 10-KSB for the year ended December 31, 2000.

1.     THE COMPANY, MANAGEMENT DISCUSSION AND PLAN OF OPERATION

      Ming Hua Group International Holding (Hong Kong) Limited and Subsidiary
         ("Ming Hua Holding"),  formerly Lucky Perfect International Limited and
         Shenzhen Ming Hua Group ("H.K")  Limited,  was  incorporated  under the
         laws of the Hong  Kong  Special  Administrator  region  of the  Peoples
         Republic of China on June 4, 1997.  On July 16, 2000,  Ming Hua Holding
         acquired a 70% interest in Shenzhen Ming Hua  Environmental  Protection
         Vehicle   Co.,   Ltd.  a  Peoples   Republic   of  China   Corporation,
         ("Environmental  Vehicle  Company"),  (collectively the "Company").  On
         February 9, 2001,  the Company  acquired an additional  15% interest in
         Shenzhen  Ming Hua  Environmental  Protection  Vehicle Co.,  Ltd. for a
         total of an 85% interest.

       The  Company presently owns patented technology relating to the
            production of hybrid vehicles powered by a combination of a
            combustion diesel engine and an electric power system. The Company
            produced a prototype hybrid vehicle in 1999 and will initially
            target the public transportation sector. The Company has not made
            any sales of its vehicles models to date, however, it has entered
            into 4 non-binding letters of intent for the sale of up to 110
            vehicles.

       The  Company remains in the development stage and for the period June 4,
            1997 (date of inception) to March 31, 2001 has engaged primarily in
            research and development activities developing the hybrid powered
            vehicle technology. General and administrative expenses consists
            primarily of professional and consulting fees and rent expenses.

       The  Company's stockholders intend to carry out their plan to exchange
            all of their stock for an existing publicly traded Company's stock
            in order to generate more capital for the Company (See Note 8
            "Subsequent Event"). The Company's existing capital is not
            sufficient to meet the Company's cash needs, accordingly, additional
            capital is required for future operations.

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       BASIS OF CONSOLIDATION, ORGANIZATION AND BUSINESS

       The  accompanying consolidated financial statements include the accounts
            of Ming Hua Holding and its 85% owned subsidiary, the Environmental
            Vehicle Company.

                                       7
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       BASIS OF CONSOLIDATION, ORGANIZATION AND BUSINESS (Continued)

       All material intercompany accounts and transactions have been eliminated.

       The  Company has determined The Peoples Republic of China Chinese Yuan
            Renminbi to be the functional currency of the Environmental Vehicle
            Company. There were no gains or losses recognized as a result of
            translating foreign currencies to the U.S. dollars due to the
            stability of the currency to date. No assurance however, can be
            given as to the future valuation of the foreign currencies and how
            further movements in the foreign currencies could affect future
            earnings of the Company.

       The  balance sheet of the foreign subsidiary was translated at period and
            year end exchange rates, except for property and equipment, which
            was translated at rates in effect when the assets were acquired,
            substantially the same as the period and year end rates. Expenses
            were translated at exchange rates in effect during the year,
            substantially the same as period and year end rates.

       REVENUE RECOGNITION

       The Company will recognize revenue when binding orders are received and
vehicles are shipped to customers.

       SIGNIFICANT ESTIMATES

       Several areas require significant management estimates relating to
            uncertainties for which it is reasonably possible that there will be
            a material change in the near term. The more significant areas
            requiring the use of management estimates related to valuation of
            intangible assets and the useful lives for amortization and
            depreciation.

       PROPERTY AND EQUIPMENT

       Expenditures for maintenance, repairs and betterments, which do not
            materially extend the normal useful life of an asset, are charged to
            operations as incurred. Upon sale or other disposition of assets,
            the cost and related accumulated depreciation are removed from the
            accounts and any resulting gain or loss is reflected in income.

       Depreciation and amortization are provided for financial reporting
            primarily on the accelerated and the straight-line methods over the
            estimated useful lives of the respective assets as follows:

                                                                     Estimated
                                                                    Useful Lives

            Machinery and Equipment                                    5 years
            Transportation and Delivery Equipment                      3 years
            Office and Computer Software and
               Equipment                                               5 years

                                       8
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       PROPERTY AND EQUIPMENT (Continued)

       The  Company continually reviews machinery and equipment and other
            long-lived assets to determine that the carrying values have not
            been impaired.

       Depreciation on property and equipment charged to expense was $12,972 and
            $- 0 - for the three months ended March 31, 2001 and 2000,
            respectively.

       PATENTS

       Patents are being amortized on a straight-line basis over their estimated
            useful lives. The amortization charged to expense was $27,262 and $-
            0 - for the three months ended March 31, 2001 and 2000,
            respectively.

       ADVERTISING COSTS

       All  costs associated with advertising and promoting products are
            expensed in the year incurred. Advertising expense was $23,332 and
            $- 0 - for the three months ended March 31, 2001 and 2000,
            respectively.

       INCOME TAXES

       Income tax expense is based on reported income before income taxes.
            Deferred income taxes reflect the effect of temporary differences
            between assets and liabilities that are recognized for financial
            reporting purposes and the amounts that are recognized for income
            tax purposes. In accordance with Statement of Financial Accounting
            Standard (SFAS) No. 109, "Accounting for Income Taxes," these
            deferred taxes are measured by applying currently enacted tax laws.

       The  Company is currently in the development stage and has not yet
            commenced an active trade or business, therefore, the Company did
            not provide any current or deferred income tax provision or benefit
            for any periods presented to date because it has experienced
            operating losses since inception.

       MINORITY INTERESTS

       Receivables have been recorded for $58,893 reflecting the cumulative
            minority interest loss, as it is the minority interest's intention
            to provide additional capital to cover the present deficit in
            stockholders' equity of the Environmental Vehicle Company.

                                       9
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

2.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       RESEARCH AND DEVELOPMENT COSTS

       Company sponsored research and development costs, related to both present
            and future products, are charged to operations when incurred and are
            included in operating expenses. Total expenditures for research and
            development were $9,263 and $- 0 - for the three months ended March
            31, 2001 and 2000, respectively.

       RELATED PARTY AND STOCKHOLDERS' LOANS

       Stockholders' loans are unsecured, non-interest bearing and have no fixed
            terms of repayment. Due from related party consists primarily of
            prepaid rent on office space.

3.     ACQUISITION OF A SUBSIDIARY

       Ming Hua Holding acquired 70% of the outstanding common stock shares of
            the Environmental Vehicle Company on July 16, 2000, for $793,270 in
            cash and an additional 15% on February 9, 2001 for $169,603 cash.
            This stock acquisition had been accounted for under the purchase
            method of accounting. The purchase price had been allocated to the
            assets acquired and the liabilities assumed based on estimated fair
            value and the excess of the purchase price over the estimated fair
            value of the assets acquired, recorded as goodwill. Goodwill
            totaling $400,310 is being amortized on the straight-line basis over
            an estimated life of 20 years. The total amortization expense for
            goodwill was $2,881 and $- 0 - for the three months ended March 31,
            2001 and 2000, respectively. The Environmental Vehicle Company's
            loss has been included in the consolidated financial results of the
            Company from its date of acquisition.

       Otherintangible assets acquired included both in-process research and
            development costs and a patent. The total amount of purchase price
            allocated to the in-process research and development costs and the
            patent were $7,459,893 and $1,637,538, respectively. This cost
            allocation was based on an appraisal report by Shenzhen Zhong-Dexin
            Assets Appraisal Co., Ltd. licensed by the Ministry of Finance of
            The Peoples Republic of China.

                                       10
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

4.     PROPERTY AND EQUIPMENT

       Property and equipment at cost consists of:
March 31,           December 31,
                                                                               2 0 0 1              2 0 0 0
                                                                           -------------         -------------
Transportation Equipment                                       $     58,118           $    58,118

             Office, Computer Software and Equipment                             222,156               172,548
                                                                            ------------           -----------

                                                                                 280,274               230,666

             Less: Accumulated Depreciation                                      (64,860)              (51,945)
                                                                            ------------           -----------

                                    T O T A L                               $    215,414           $   178,721
                                                                            ============           ===========
5.     NOTES PAYABLE - BANK

       This bank loan consists of a credit line agreement secured by a guarantee
            given by a related party. The outstanding loan balance at March 31,
            2001 was $666,398.

       Totalinterest expense incurred was 2000 was $9,175 and $- 0 - for the
            three months ended March 31, 2001 and 2000, respectively.

6.     LEASE COMMITMENTS

       The  Company leases office space from a related company, under a
            long-term non-cancellable lease agreement with annual rent
            escalations of 8%.

       Minimum future rental payments under the non-cancellable operating lease
            as of March 31, 2001 for each of the next five years and in the
            aggregate are as follows:

Period Ended
March 31,                          Amount

2002                             $     425,091
2006                                   459,098
2007                                   495,826
2008                                   535,492
2006 and thereafter                    230,227
                                   ------------

Total Minimum Future Rental       $   2,145,734
Payments                          =============

       Totalrent expense paid to the related Company was $142,597 and $- 0 -
            for the three months ended March 31, 2001 and 2000, respectively.

                                       11
MING HUA GROUP INTERNATIONAL
                           HOLDING (HONG KONG) LIMITED
                                 AND SUBSIDIARY
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2001

7.     SUPPLEMENTAL CASH FLOW INFORMATION

       Cash paid for:
June 4, 1997
                                                                        Three Months                  (Date of
                                                                            Ended                   Inception) to
                                                                           March 31,                  March 31,
                                                                           ---------
                                                                     2 0 0 1         2 0 0 0           2 0 0 1
                                                                     -------         -------           -------
Interest                                                 $9,175       $  -                $9,302
                                                                       ======       ========            ======

              Income Taxes                                             $  -         $  -               $   -
                                                                     ========       =======            =======
Details of 2001 business acquisition:

                                                                      2 0 0 1

              Fair Value of Assets Acquired                          $169,603

              Liabilities Assumed`                                      - 0 -
                                                                     ---------

              Cash Paid for Acquisition                              $169,603
                                                                     ========

8.     SUBSEQUENT EVENTS

       On   April 27, 2001, the Company's two stockholders entered into a stock
            sale agreement (the "Agreement") with Panagra International
            Corporation ("Panagra") and its Subsidiary, Ming Hua Acquisition
            Corp., ("Acquisition Corp.") relating to the purchase by Acquisition
            Corp. of all of the outstanding capital stock of Ming Hua Holding.
            The Closing is subject to various conditions including the
            completion of a due diligence investigation by Panagra and
            Acquisition Corp. of Ming Hua Holding and the Environmental Vehicle
            Company. From and after the Closing, Panagra will indirectly control
            the Environmental Vehicle Company.