UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                                     SEC File Number.: 000-30183
                                                       CUSIP Number: 69811N 10 3
                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check One):  (X) Form 10-K   ( ) Form 11-K   ( ) Form 10-Q    ( ) Form N-SAR

         For Period Ended: December 31, 2000
         () Transition Report on Form 10-KSB
         () Transition Report on Form 20-K
         () Transition Report on Form 11-K (
         () Transition  Report on Form 10-Q
         () Transition  Report on Form N-SAR
         For the Transition Period Ended:

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             Read instructions (on back page) Before Preparing Form,
               Please Print or Type, Nothing in this form shall be
                   construed to imply that the Commission has
                    verified any information contained herein
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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:
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                         PART I - REGISTRANT INFORMATION

PanAgra International Corp
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Full Name of Registrant


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Former Name if Applicable


515 Madison Avenue, 21st Floor
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Address of Principal Executive Office (Street and Number)


New York                       New York                        10022
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City                            State                       Zip Code






                        PART II - RULES 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

( ) (a) The  reasons  described  in  reasonable  detail in part III of this form
could not be eliminated without unreasonable effort or expense;

(X) (b) The subject annual report, semi-annual report, transition report on Form
10-K,  form 20-F,  11K,  Fork N- SAR,  or portion  thereof,  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly  report of  transition  report on the Form  10-Q,  or portion
thereof  will be filed  on or  before  the  fifth  calendar  day  following  the
prescribed due date; and

( ) (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached is applicable.

                              PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition report or portions thereof, could not be filed with the
prescribed time period. (Attach Extra sheets if Needed)

                           PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

Elie Saltoun                        212                       829-0905
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(Name)                         (Area Code)                    (Telephone Number)

(2) Have all other  periodic  reports  required under Section 13 or 15(d) of the
Securities  Exchange Act of 1934 or Section 30 of the investment  Company Act of
1940  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such reports) been filed?  If the answer is no,
identify report(s).

                                            Yes  X                     No ___
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(3) It is anticipated that any significant  change in results of operations from
the  corresponding  period for the last  fiscal  year will be  reflected  by the
earnings statements to be included in the subject report or portion thereof?

                                            Yes ___                    No  X
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         If  so,  attach  an  explanation  of  the  anticipated   change,   both
narratively  and  quantativly,  and,  if  appropriate,  state the  reasons why a
reasonable estimate of the results cannot be made.

                           PanAgra International Corp
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                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date: March 26, 2001                        By:   S/Elie Saltoun
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