SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 205

                                   FORM 12b-25

                        Commission File Number 000-30183


                           NOTIFICATION OF LATE FILING

(Check One):  [X] Form 10-K and Form 10-KSB [ ] Form 11-K  [ ] Form 20-F
              [ ] Form 10-Q and Form QSB [ ] Form 10-D [ ] Form N-SAR
              [ ] Form N-CSR

         For the Quarter Ended: December 31, 2006

         [  ] Transition Report on Form 10-K and Form 10-KSB

         [  ] Transition Report on Form 20-F

         [  ] Transition Report on Form 11-K

         [  ] Transition Report on Form 10-Q and Form 10-QSB

         [  ] Transition Report on Form N-SAR

         For Transition Period Ended: December 31, 2006
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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:
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PART I - REGISTRANT INFORMATION

MINGHUA GROUP INTERNATIONAL HOLDINGS LIMITED
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Full Name of Registrant

8/F East Area, Century Golden Resources Business Center, 69 Banjing Road
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Address of Principal Executive Office (Street and Number)

Haidian District, Beijing, People's Republic of China  100089
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City, State and Zip Code


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 or Form 10-KSB, 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 Form 10-QSB, 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 or 10-KSB, 20-F,
11-K, 10-Q or 10-QSB, 10-D, N-SAR, N-CSR, 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-KSB 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 operating information into
statements for the first quarter of 2007. The Registrant anticipates that it
will file its Form 10-KSB 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

     Jie Chen (Chief Executive Officer)  +86         10-884-52568
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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 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.


Date:   March 30, 2007                    By:  /s/Jie Chen
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                                               Jie Chen
                                               Chief Executive Officer