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): April 2, 2001


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

    New York                      0-30183                     13-4025362

  ------------                  ------------                --------------
 (State or other          (Commission File Number)           (IRS Employer
 jurisdiction of                                               ID Number)
 incorporation or
   organization)

                     515 Madison Avenue, New York, NY 10022

                     --------------------------------------
                    (Address of principal executive offices)

                                 (212) 829-0905

                                 --------------
                         (Registrant's Telephone Number)

Item 1. Change in Control of Registrant.

         On April 2, 2001,  Ronald C. H. Lui, a British National overseas who is
a resident of Greenwich,  Connecticut,  acquired  2,195,878 shares of the common
stock of PanAgra  International  Corp. (the "Company") from Elie Saltoun and the
following  affiliates of Mr. Saltoun:  Pacific Growth  Investments  Ltd.,  First
Pacific Capital Ltd. and First Pacific Co. The acquired shares constitute 60.99%
of the  issued  and  outstanding  common  stock  of the  Company  and  therefore
represent a controlling  interest in the Company.  The aggregate  purchase price
for the  acquired  shares  was  $180,000  paid in  cash  at the  closing  of the
transaction. Mr. Lui used personal funds to pay the purchase price.

<PAGE>

        In connection  with Mr. Lui's  acquisition of a controlling  interest in
the Company, the number of members constituting the entire board of directors of
the Company was  increased  to three,  Dalia Kaplan  resigned  from the Board of
Directors and from all offices that she holds with the Company,  and Mr. Saltoun
resigned as  President  of the Company and from all other  offices that he held,
but he remains as a director of the Company.  Mr. Lui was appointed to the Board
of  Directors  of the Company to fill one of the  vacancies  resulting  from the
increase in the size of the board and Ms. Kaplan's resignation. Mr. Lui was also
appointed  President of the Company. An additional director will be appointed by
the board in accordance with the bylaws of the Company at a later date.

        Also in connection with Mr. Lui's acquisition of a controlling  interest
in the  Company,  First  Pacific  Capital  Ltd.  ("First  Pacific"),  an  entity
controlled by Mr. Saltoun,  entered into an eighteen month consulting  agreement
with the Company pursuant to which Mr. Saltoun will perform consulting  services
for the Company.  In  consideration  for such consulting  services,  the Company
granted to First Pacific a three year warrant to purchase  500,000 shares of the
Company's  common  stock at an  exercise  price of $0.20 per share.  The warrant
vests in equal  monthly  increments  over one year so long as First Pacific does
not terminate its consulting  relationship with the Company. The warrant becomes
automatically  vested on an  accelerated  basis if the  Company  terminates  the
consulting  relationship  with First  Pacific.  The warrant  contains a cashless
exercise feature.

                            [Signature page follows]


<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: April 4, 2001

                                   PanAgra International Corp.

                                   By: /s/ Ronald C.H. Lui
                                       ---------------------------
                                       Ronald C. H. Lui, President
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{"company-data": {"conformed-name": "PANAGRA INTERNATIONAL CORP/", "cik": "0001010566", "assigned-sic": "7389", "irs-number": "133874771", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-30183", "film-number": "1599249"}, "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): April 2, 2001

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

    New York                      0-30183                     13-4025362

  ------------                  ------------                --------------
 (State or other          (Commission File Number)           (IRS Employer
 jurisdiction of                                               ID Number)
 incorporation or
   organization)

                     515 Madison Avenue, New York, NY 10022

                     --------------------------------------
                    (Address of principal executive offices)

                                 (212) 829-0905

                                 --------------
                         (Registrant's Telephone Number)

Item 1. Change in Control of Registrant.

         On April 2, 2001,  Ronald C. H. Lui, a British National overseas who is
a resident of Greenwich,  Connecticut,  acquired  2,195,878 shares of the common
stock of PanAgra  International  Corp. (the "Company") from Elie Saltoun and the
following  affiliates of Mr. Saltoun:  Pacific Growth  Investments  Ltd.,  First
Pacific Capital Ltd. and First Pacific Co. The acquired shares constitute 60.99%
of the  issued  and  outstanding  common  stock  of the  Company  and  therefore
represent a controlling  interest in the Company.  The aggregate  purchase price
for the  acquired  shares  was  $180,000  paid in  cash  at the  closing  of the
transaction. Mr. Lui used personal funds to pay the purchase price.
In connection  with Mr. Lui's  acquisition of a controlling  interest in
the Company, the number of members constituting the entire board of directors of
the Company was  increased  to three,  Dalia Kaplan  resigned  from the Board of
Directors and from all offices that she holds with the Company,  and Mr. Saltoun
resigned as  President  of the Company and from all other  offices that he held,
but he remains as a director of the Company.  Mr. Lui was appointed to the Board
of  Directors  of the Company to fill one of the  vacancies  resulting  from the
increase in the size of the board and Ms. Kaplan's resignation. Mr. Lui was also
appointed  President of the Company. An additional director will be appointed by
the board in accordance with the bylaws of the Company at a later date.

        Also in connection with Mr. Lui's acquisition of a controlling  interest
in the  Company,  First  Pacific  Capital  Ltd.  ("First  Pacific"),  an  entity
controlled by Mr. Saltoun,  entered into an eighteen month consulting  agreement
with the Company pursuant to which Mr. Saltoun will perform consulting  services
for the Company.  In  consideration  for such consulting  services,  the Company
granted to First Pacific a three year warrant to purchase  500,000 shares of the
Company's  common  stock at an  exercise  price of $0.20 per share.  The warrant
vests in equal  monthly  increments  over one year so long as First Pacific does
not terminate its consulting  relationship with the Company. The warrant becomes
automatically  vested on an  accelerated  basis if the  Company  terminates  the
consulting  relationship  with First  Pacific.  The warrant  contains a cashless
exercise feature.

                            [Signature page follows]
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: April 4, 2001

                                   PanAgra International Corp.

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