SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                Commission File Number 000-30183

                           NOTIFICATION OF LATE FILING

(Check One): [ ] Form 10-K    [ ] Form 11-K    [ ] Form 20-F    [X] Form 10-Q
             [ ] Form N-SAR

         For Period Ended: June 30, 2003

[  ] Transition Report on Form 10-K        [ ] Transition Report on Form 10-Q
[  ] Transition Report on Form 20-F        [ ] Transition Report on Form N-SAR
[  ] Transition Report on Form 11-K

         For Transition Period Ended:


         Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.

         If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:________________________


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant  MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED.
                         ---------------------------------------------

Address of principal  executive  office (Street and number) 54 Pine Street,  3rd
Floor


City, state and zip code
New York, New York 10005

                                     PART II
                            RULE 12-b 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, 20-F, 11-K or Form N-SAR, or portion thereof
               will be filed on or before the 15th calendar day following the
               prescribed due date; or the subject quarterly report or
               transition report on 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 if applicable.




                                    PART III
                                    NARRATIVE

     State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

     The Registrant is unable to file its Form 10-QSB within the prescribed time
period without unreasonable effort or expense due to the fact that it has not
completed the process of preparing and integrating international operating
information into statements for the current six month period. The Registrant
anticipates that it will file its Form 10-QSB within the five-day grace period
provided by Exchange Act Rule 12b-25.

                                     PART IV
                                OTHER INFORMATION

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

             Albert Wong (CEO)          (+86)           136-001-56-359
                  (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 report(s) been filed? If the answer is no,
identify report(s).

                                                                  [X] Yes [ ] No

     (3) Is it 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 [X] No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.



                  MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


                  MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED


                                    By:   /s/ Albert Wong
                                    --------------------------------------------
                                    Name: Albert Wong
                                    Title:  Chief Executive Officer


Date:   August 11, 2003