U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                           PANAGRA INTERNATIONAL CORP.
                     (Name of small business in its charter)

        New York                                         13-3874771
(State or other jurisdiction                   (IRS Employer Identification No.)
 of Incorporation)
                         515 Madison Avenue, 21st Floor
            Address of Principal Executive Office (street and number)

                            New York, New York 10022
                            City, State and Zip Code

Issuer's telephone number:  (212) 829-0905

Securities to be registered under Section 12(b) of the Act:

Title of each class   N/A

Securities to be registered under Section 12(g) of the Act:

                           Common Stock $.01 par value
                                (Title of Class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing  requirements  for the past 90 days. Yes [X]
No []

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

State issuer's revenue for its most recent fiscal year: $ -0-

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  priced of such stock,  as of a specified  date within the past 60
days (See definition of affiliate in Rule 12b-2):$-0-

Note:  If  determining  whether  a  person  is  an  affiliate  will  involve  an
unreasonable  effort and expense,  the issuer may calculate the aggregate market
value of the common  equity held by  non-affiliates  on the basis of  reasonable
assumptions, if the assumptions are stated.

(Issuers involved in bankruptcy proceedings during the past five years):

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes ____ No ____

(Applicable  only  to  corporate   registrants)   State  the  number  of  shares
outstanding of each of the issuer's  classes of common equity,  as of the latest
practicable date: 3,600,000 as of December 31, 2000.

(Documents   incorporated   by  reference.   If  the  following   documents  are
incorporated  by reference,  briefly  describe them and identify the part of the
Form  10-KSB  (e.g.   Part  I,  Part  II,  etc.)  into  which  the  document  is
incorporated:  (1) any  annual  report  to  security  holders;  (2) any proxy or
information  statement;  and (3) any prospectus filed pursuant to Rule 424(b) or
(c) of the  Securities  Act of 1933  ("Securities  Act").  The listed  documents
should be clearly described for identification purposes.


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                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

General

       PanAgra  International  Corp. (the "Company" or "PNGR"),  formerly United
Network Technologies,  Inc., was incorporated under the laws of the State of New
York on February 29, 1996. The Company  acquired  United  Network  technology in
October 1998 with changes in control and ownership with present management.  The
Company  was  founded for  acquiring  and  developing  internet  technology  and
content.  the  Company's  efforts in that  regard  were not  successful  and the
Company has generally been inactive since  inception.  Its only  activities have
been  organizational   ones,  directed  at  developing  its  business  plan  and
conducting  a limited  search for  business  opportunities.  The Company has not
commenced commercial operations. The Company has no full-time employees and owns
no real estate or personal property.

         The Company's business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses. Such an acquisition may be made by
purchase, merger, exchange of stock, or otherwise, and may encompass assets or a
business  entity,  such as a corporation,  joint venture,  or  partnership.  The
Company has very limited  capital,  and it is unlikely  that the Company will be
able to take advantage of more than one such business  opportunity.  The Company
intends to seek opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.

       As of the end of its fiscal year ending  December 31,  2000,  the Company
had not identified any business opportunity that it plans to pursue, nor has the
Company  reached  any  agreement  or  definitive  understanding  with any person
concerning an acquisition.

       It is anticipated that the Company's officers and directors will initiate
contacts  with  securities  broker-dealers  and other  persons  engaged in other
aspects of corporate  finance to advise them of the  Company's  existence and to
determine if the  companies or  businesses  they  represent  have an interest in
considering a merger or acquisition with the Company.  No assurance can be given
that the Company will be successful in finding or acquiring a desirable business
opportunity,  given the  limited  funds that are  expected to be  available  for
acquisitions,  or that any  acquisition  that  occurs  will be on terms that are
favorable to the Company or its stockholders.

       The  Company's  search will be  directed  toward  small and  medium-sized
enterprises which have a desire to become public corporations and which are able
to satisfy,  or anticipate in the reasonably  near future being able to satisfy,
the minimum asset  requirements in order to qualify shares for trading on NASDAQ
or on an  exchange  such  as  the  American  or  Pacific  Stock  Exchange.  (See
"Investigation   and   Selection  of  Business   Opportunities").   The  Company
anticipates that the business opportunities presented to it will (i) be recently
organized  with no operating  history,  or a history of losses  attributable  to
under-capitalization  or  other  factors;  (ii)  be  experiencing  financial  or
operating  difficulties;  (iii) be in need of funds to develop a new  product or
service or to expand into a new market; (iv) be relying upon an untested product
or marketing concept; or (v) have a combination of the characteristics mentioned
in (i) through (iv). The Company intends to concentrate its acquisition  efforts
on properties or businesses that it believes to be undervalued.  Given the above
factors,  investors  should  expect that any  acquisition  candidate  may have a
history of losses or possibilities.

                                       -1-


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         The  Company  does not propose to  restrict  its search for  investment
opportunities  to  any  particular  geographical  area  or  industry,  and  may,
therefore,  engage in  essentially  any  business,  to the extent of its limited
resources. This includes industries such as service, finance, natural resources,
manufacturing, high technology, product development, medical, communications and
others. The Company's  discretion in the selection of business  opportunities is
unrestricted,  subject  to the  availability  of  such  opportunities,  economic
conditions, and other factors.

       As a consequence of the Company's  registration  of its securities  under
the  Securities  Exchange Act of 1934, any entity which has an interest in being
acquired by the  Company is  expected  to be an entity that  desires to become a
public  company  as a result  of the  transaction.  In  connection  with such an
acquisition, it is highly likely that an amount of stock constituting control of
the  Company  would be issued by the  Company or  purchased  from the  Company's
current  principal   shareholders  by  the  target  entity  or  its  controlling
shareholders.

       It is anticipated that business  opportunities will come to the Company's
attention from various sources,  including its officers and directors, its other
stockholders,   professional   advisors  such  as  attorneys  and   accountants,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community,  and others who may present unsolicited proposals. The Company has no
plans,  understandings,  agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

Investigation and Selection of Business Opportunities

       To a large  extent,  a decision  to  participate  in a specific  business
opportunity may be made upon  management's  analysis of the quality of the other
company's  management  and  personnel,  the  anticipated  acceptability  of  new
products or marketing concepts, the merit of technological changes, and numerous
other factors which are difficult,  if not  impossible,  to analyze  through the
application of any objective criteria. In many instances, it is anticipated that
the historical  operations of a specific firm may not  necessarily be indicative
of the potential for the future because of the possible need to shift  marketing
approaches substantially,  expand significantly, change product emphasis, change
or substantially augment management,  or make other changes. Because of the lack
of training or  experience  of the  Company's  management,  the Company  will be
dependent  upon the owners of a business  opportunity  to identify such problems
and to  implement,  or be  primarily  responsible  for  the  implementation  of,
required changes.  Because the Company may participate in a business opportunity
with a newly  organized  firm or with a firm  which is  entering  a new phase of
growth,  it should be  emphasized  that the Company  will incur  further  risks,
because  management  in many  instances  will not have proved its  abilities  or
effectiveness,  the eventual market for such company's products or services will
likely not be established, and such company may not be profitable when acquired.

       It is  anticipated  that the Company will not be able to  diversify,  but
will essentially be limited to one such venture because of the Company's limited
financing.  This lack of  diversification  will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be  considered an adverse  factor  affecting any decision to purchase the
Company's securities.

       It is emphasized that  management of the Company may effect  transactions
having a potentially adverse impact upon the Company's  shareholders pursuant to
the   authority  and   discretion  of  the  Company's   management  to  complete
acquisitions  without  submitting  any  proposal to the  stockholders  for their
consideration.

                                       -2-


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Company management does not generally anticipate that it will provide holders of
the Company's securities with financial statements,  or any other documentation,
concerning a target company or its business prior to any merger or  acquisition.
In some instances, however, the proposed participation in a business opportunity
may be submitted to the stockholders for their consideration, either voluntarily
by Company management which elects to seek the stockholders' advice and consent,
or because state law so requires.

       The analysis of business opportunities will be undertaken by or under the
supervision of the Company's executive officers and directors.

       Although  there are no current plans to do so, Company  management  might
hire an outside  consultant  to assist in the  investigation  and  selection  of
business  opportunities,  and in that  event,  might pay a finder's  fee.  Since
Company  management  has no  current  plans to use any  outside  consultants  or
advisors to assist in the investigation and selection of business opportunities,
no policies have been adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such  consultants or advisors,  the services to
be provided, the term of service, or regarding the total amount of fees that may
be paid. However,  because of the limited resources of the Company, it is likely
that any such fee the  Company  agrees  to pay would be paid in stock and not in
cash.  Otherwise,  the Company  anticipates  that it will consider,  among other
things, the following factors:

       (a)  Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

       (b)  Competitive  position as compared to other companies of similar size
and experience  within the industry  segment as well as within the industry as a
whole;

       (c)  Strength and diversity of existing management, or management
prospects that are scheduled for recruitment;

       (d) Capital requirements and anticipated  availability of required funds,
to be  provided  from  operations,  through the sale of  additional  securities,
through joint ventures or similar arrangements, or from other sources;

       (e) The  cost of  participation  by the  Company  as  compared  to the
perceived tangible and intangible values and potential;

       (f)  The extent to which the business opportunity can be advanced;

       (g)  The Company's perception of how any particular business opportunity
will be received by the investment community and by the Company's stockholders;

       (h)  The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items; and

       (i) Whether the financial condition of the business opportunity would be,
or would have a significant  prospect in the foreseeable future to become,  such
as to permit the securities of the Company,  following the business combination,
to qualify to be listed on an  exchange  or on a national  automated  securities
quotation system, such as NASDAQ, so as to permit the trading of such securities
to be exempt  from the  requirements  of Rule  15c2-6  recently  adopted  by the
Securities and Exchange Commission. See "Risk Factors - The Company - Regulation
of Penny Stocks."

       In regard to the possibility that the shares of the issuer would qualify

                                       -3-


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for listing on NASDAQ, the current standards for initial listing include,  among
other  requirements  that the issuer have (1) net tangible assets of at least $4
million,  or a market  capitalization of at least $50 million,  or net income in
its latest  fiscal year of not less than  $750,000 in its latest fiscal year, or
in two of the last three fiscal years; (2) a public float (i.e., shares that are
not held by any  officer,  director  of 10%  stockholder)  of at least 1 million
shares; (3) a minimum bid price of at least $4 per share; (4) at least 300 round
lot stockholders (i.e.,  stockholders who own not less than 100 shares); and (5)
have an operating  history of at least one year or have a market  capitalization
of at least $50 million,.  Many, and perhaps most of the business  opportunities
that might be potential  candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.

       No one  of  the  factors  described  above  will  be  controlling  in the
selection of a business opportunity,  and management will attempt to analyze all
factors  appropriate to each  opportunity  and make a  determination  based upon
reasonable  investigative  measures and available  data.  Potentially  available
business  opportunities  may occur in many  different  industries and at various
stages  of  development,  all  of  which  will  make  the  task  of  comparative
investigation and analysis of such business  opportunities  extremely  difficult
and complex.  Potential  investors must recognize that, because of the Company's
limited capital available for investigation and management's  limited experience
in  business  analysis,  the Company may not  discover  or  adequately  evaluate
adverse facts about the opportunity to be acquired.

       The Company is unable to predict  when it may  participate  in a business
opportunity  and it  has  not  established  any  deadline  for  completion  of a
transaction.  It  expects,  however,  that the  process of  seeking  candidates,
analysis of specific  proposals and the selection of a business  opportunity may
require several additional months or more.

       Prior to making a decision to participate in a business opportunity,  the
Company  will  generally  request  that it be provided  with  written  materials
regarding the business  opportunity  containing  such items as a description  of
product, service and company history; management resumes; financial information;
available  projections,  with related  assumptions upon which they are based; an
explanation of proprietary products and services;  evidence of existing patents,
trademarks,  or services marks, or rights thereto; present and proposed forms of
compensation to management;  a description of transactions  between such company
and its  affiliates  during  relevant  periods;  a  description  of present  and
required  facilities;  an  analysis  of  risks  and  competitive  conditions;  a
financial  plan  of  operation  and  estimated  capital  requirements;   audited
financial  statements or an indication that audited statements will be available
within sixty (60) days following  completion of a merger transaction;  and other
information deemed relevant.

       As part of the Company's investigation,  the Company's executive officers
and directors may meet personally  with management and key personnel,  may visit
and inspect material facilities,  obtain independent analysis or verification of
certain information provided,  check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

       Company  management  believes that various  types of potential  merger or
acquisition  candidates might find a business combination with the Company to be
attractive.  These include  acquisition  candidates  desiring to create a public
market for their shares in order to enhance liquidity for current  shareholders,
acquisition  candidates  which have  long-term  plans for raising equity capital
through the public sale of securities and believe that the possible prior

                                       -4-


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existence  of a public  market for their  securities  would be  beneficial,  and
acquisition  candidates which plan to acquire additional assets through issuance
of  securities  rather  than for  cash,  and  believe  that the  possibility  of
development of a public market for their  securities  will be assistance in that
process. Acquisition candidates which have a need for an immediate cash infusion
are not likely to find a potential  business  combination with the Company to be
an attractive alternative.

Form of Acquisition

       It is  impossible  to  predict  the  manner  in  which  the  Company  may
participate in a business opportunity.  Specific business  opportunities will be
reviewed  as well as the  respective  needs and  desires of the  Company and the
promoters of the opportunity and, upon the basis of that review and the relative
negotiating  strength of the Company and such promoters,  the legal structure or
method deemed by management to be suitable will be selected.  Such structure may
include,  but is not  limited  to,  share  exchanges,  mergers,  agreements  for
purchase of and sale of stock or assets,  leases,  licenses,  joint ventures and
other  contractual  arrangements.  The  Company may act  directly or  indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing   such   structure  may  require  the  merger,   consolidation   or
reorganization  of the  Company  with other  corporations  or forms of  business
organization.  In  addition,  the present  management  and  stockholders  of the
Company most likely will not have control of a majority of the voting  shares of
the  Company  following  a  reorganization   transaction.  As  part  of  such  a
transaction,  the  Company's  directors  may  resign  and new  directors  may be
appointed without any vote by stockholders.

       It is  likely  that the  Company  will  acquire  its  participation  in a
business opportunity through the issuance of Common Stock or other securities of
the Company.  Although the terms of any such transaction cannot be predicted, it
should be noted that in  certain  circumstances  the  criteria  for  determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986,  depends upon the issuance to the stockholders of
the  acquired  company  of more  than 80% of the  common  stock of the  combined
entities  immediately  following  the  reorganization.  If  a  transaction  were
structured to take  advantage of these  provisions  rather than other "tax free"
provisions provided under the Internal Revenue Code, the Company's  stockholders
in such  circumstances  would retain in the  aggregate  20% or less of the total
issued and  outstanding  shares.  This could  result in  substantial  additional
dilution in the equity of those who were  stockholders  of the Company  prior to
such  reorganization.  Any such issuance of additional shares might also be done
simultaneously  with a sale or transfer  of shares  representing  a  controlling
interest  in the  Company  by the  current  officers,  directors  and  principal
shareholders. (See "Description of Business - General").

       It is anticipated that any securities issued in any reorganization  would
be issued in reliance upon exemptions,  if any are available,  from registration
under  applicable  federal and state  securities  laws.  In some  circumstances,
however,  as a negotiated  element of the transaction,  the Company may agree to
register such securities  either at the time the transaction is consummated,  or
under  certain  conditions  or at specified  times  thereafter.  The issuance of
substantial  additional  securities  and their  potential  sale into any trading
market that might  develop in the  Company's  securities  may have a  depressive
effect upon such market.

       The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement.  Although the terms of such

                                       -5-


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agreement  cannot  be  predicted,  generally  such an  agreement  would  require
specific  representations and warranties by all of the parties thereto,  specify
certain events of default,  detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing,  outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

       As a general matter,  the Company  anticipates  that it will enter into a
letter of intent  with the  management,  principals  or owners of a  prospective
business opportunity prior to signing a binding agreement.

       Such a  letter  of  intent  will set  forth  the  terms  of the  proposed
acquisition but will not bind either the Company or the business  opportunity to
consummate  the  transaction.  Execution  of a letter of intent will by no means
indicate that  consummation  of an acquisition is probable.  Neither the Company
nor the business  opportunity will be bound to consummate the acquisition unless
and until a definitive  agreement concerning the acquisition as described in the
preceding paragraph is executed.  Even after a definitive agreement is executed,
it is possible that the acquisition would not be consummated should either party
elect to  exercise  any right  provided  in the  agreement  to  terminate  it on
specified grounds.

      It  is   anticipated   that  the   investigation   of  specific   business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention and substantial  costs for accountants,  attorneys
and others.  If a decision  is made not to  participate  in a specific  business
opportunity,  the costs theretofore incurred in the related  investigation would
not be  recoverable.  Moreover,  because  many  providers  of goods and services
require  compensation  at the time or soon  after  the goods  and  services  are
provided, the inability of the Company to pay until an indeterminate future time
may make it impossible to procure goods and services.

Competition

      The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities,  primarily from business development companies,
venture capital  partnerships and  corporations,  venture capital  affiliates of
large  industrial  and financial  companies,  small  investment  companies,  and
wealthy  individuals.  Many of these  entities will have  significantly  greater
experience,  resources  and  managerial  capabilities  than the Company and will
therefore  be in a  better  position  than  the  Company  to  obtain  access  to
attractive business opportunities.  The Company also will experience competition
from other  public  "blind  pool"  companies,  many of which may have more funds
available than does the Company.

Administrative Offices

         The Company currently  maintains an office at 515 Madison Avenue,  21st
Floor,  New York, New York 10022.  The Company's  telephone number is (212) 829-
0905.

       Other than this  address,  the Company  does not  currently  maintain any
other office  facilities,  and does not anticipate the need for  maintaining any
other office facilities at any time in the foreseeable  future. The Company pays
approximately $3,200 in rent and other related office expenses,  which is funded
by an officer and primary shareholder of the Company.

                                       -6-


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Employees

       The  Company  is  a  development  stage  company  and  currently  has  no
employees.  Management of the Company expects to use consultants,  attorneys and
accountants as necessary, and does not anticipate a need to engage any full-time
employees so long as it is seeking and evaluating  business  opportunities.  The
need for employees and their  availability  will be addressed in connection with
the  decision  whether or not to acquire or  participate  in  specific  business
opportunities.  No remuneration will be paid to the Company's officers except as
set forth under "Executive  Compensation"  and under "Certain  Relationships and
Related Transactions."

CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995.

         Except for  historical  matters,  the  matters  discussed  in this Form
10-KSB are forward-looking statements based on current expectations, and involve
risks and uncertainties. Forward-looking statements include, but are not limited
to, statements under the following headings:

       (i) "Description of Business - General" - the general  description of the
Company's  plan to seek a merger  or  acquisition  candidate,  and the  types of
business opportunities that may be pursued.

       (ii)  "Description of Business - Investigation  and Selection of Business
Opportunities"  - the  steps  which  may be  taken  to  investigate  prospective
business  opportunities,  and the  factors  which  may be used  in  selecting  a
business opportunity.

       (iii)  "Description  of Business - Form of  Acquisition"  - the manner in
which the Company may participate in a business acquisition.

       The   Company   wishes  to  caution   the  reader  that  there  are  many
uncertainties  and unknown  factors  which could affect its ability to carry out
its business plan in the manner described herein.

ITEM 2.   DESCRIPTION OF PROPERTY.

         The Company currently  maintains an office at 515 Madison Avenue,  21st
floor,  New York,  New York 10022,  which is the address of its  President.  The
Company pays  approximately  $3,200 a month in rent and other related  expenses,
which is funded by an  officer  and  primary  shareholder  of the  Company.  The
Company's telephone number is (212) 829-0905.

     The  Company  currently  has no  investments  in real  estate,  real estate
mortgages,  or real estate  securities,  and does not anticipate making any such
investments  in the future.  However,  the policy of the Company with respect to
investment in real estate  assets could be changed in the future  without a vote
of security holders.

ITEM 3. LEGAL PROCEEDINGS.

         The Company is not a party to any  pending  legal  proceedings,  and no
such proceedings are known to be contemplated.

       No director,  officer or affiliate of the Company, and no owner of record
or beneficial  owner of more than 5.0% of the securities of the Company,  or any
associate of any such director, officer or security holder is a party adverse to

                                       -7-


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the Company or has a material interest adverse to the Company in reference to
pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

       No  matters  were  submitted  to a vote of the  security  holders  of the
Company during the fiscal year which ended December 31, 2000.

                                                      Part II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      There has been no  established  public  trading  market for the  Company's
securities  since its  inception on February 29, 1996.  However,  the  Company's
securities  are traded on the OTC Bulletin Board with a $.16 bid and $.28 offer.
The  Company's  trading  symbol is PNGR.  As of  December  31,  2000  there were
3,600,000 shares outstanding, and the Company has 288 shareholders of record. No
dividends  have been paid to date and the Company's  Board of directors does not
anticipate paying dividends in the foreseeable future.

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

         The Company remains in the development stage and, since inception,  has
experienced  no  significant   change  in  liquidity  or  capital  resources  or
stockholders  equity other than the receipt of proceeds in the amount of $63,064
for its initial capitalization funds.  Substantially all of such funds have been
used to pay expenses incurred by the Company.

      The Company intends to seek to carry out its plan of business as discussed
herein.  In order to do so, it will  require  additional  capital to pay ongoing
expenses,   including   particularly  legal  and  accounting  fees  incurred  in
conjunction with future compliance with its on-going reporting obligations.

Results of Operations

      During the period from February 29, 1966 (inception)  through December 31,
2000,  the Company has an accumulated  deficit of $691,227.  During this period,
the Company has engaged in no significant  operations other than  organizational
activities,  acquisition of capital,  preparation and filing of the registration
of its  securities  under  the  Securities  Exchange  Act of 1934,  as  amended,
compliance with its periodical reporting  requirements,  and efforts to locate a
suitable  merger or  acquisition  candidate.  No revenues  were  received by the
Company  during  this  period.  The  Company  anticipates  that until a business
combination  is completed with an  acquisition  candidate,  it will not generate
revenues.  It may also continue to operate at a loss after completing a business
combination, depending upon the performance of the acquired business.

Need for Additional Financing

      It is  anticipated  that the Company  will require  additional  capital in
order  to meet  its  cash  needs  for the  next  year,  including  the  costs of
compliance with the continuing reporting requirements of the Securities Exchange
Act of 1934, as amended.

    No  specific  commitments  to  provide  additional  funds  have been made by
management  or  other  stockholders,  and  the  Company  has no  current  plans,
proposals, arrangements or understandings with respect to the sale or issuance

                                       -8-


<PAGE>



of  additional  securities  prior to the  location  of a merger  or  acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its  expenses.  Notwithstanding
the foregoing,  to the extent that  additional  funds are required,  the Company
anticipates  receiving  such  funds in the  form of  advancements  from  current
shareholders  without  issuance of  additional  shares or other  securities,  or
through the private  placement of  restricted  securities  rather than through a
public offering.

       The  Company  does  not  currently  contemplate  making  a  Regulation  S
offering.

      The Company may also seek to compensate providers of services by issuances
of stock in lieu of cash. For  information as to the Company's  policy in regard
to  payment  for   consulting   services,   see   "Certain   Relationships   and
Transactions."

Year 2000 Compliance

     Year 2000  issues are not  currently  material to the  Company's  business,
operations or financial condition, and the Company does not currently anticipate
that it will incur any material  expenses to  remediate  Year 2000 issues it may
encounter.  However,  Year  2000  issues  may  become  material  to the  Company
following its completion of a business combination  transaction.  In that event,
the Company  will be required to adopt a plan and a budget for  addressing  such
issues.

ITEM 7. FINANCIAL STATEMENTS.

         The Company's  financial  statements  follow the signature page to this
Form 10-KSB.

         ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.

       On August 3, 2000 the Company  engaged the accounting  firm of Livingston
Wachtell & Co. LLP  ("Livingston")  as its  independent  public  accountants  to
review the Company's interim financial  statements beginning with fiscal quarter
ended June 30, 2000, and to audit the Company's financial  statements  beginning
with fiscal year ended December 31, 2000, and to review the Company's previously
filed financial statements for the quarter ended march 31, 2000. The appointment
of new  independent  public  accountants  was approved by the Company's Board of
Directors.  We amicably  concluded our relationship with our former  independent
public  accountants,  Nelson Mayoka & Company,  P.C.  ("NMC")effective  with the
appointment of Livingston. There were no disagreements with NMC on any matter of
accounting  principles or practices,  financial statement disclosure or auditing
scope or procedure that would have caused NMC to make references in their report
to such disagreements.  NMC's reports on the Company's financial statements have
contained no adverse  opinion or  disclaimer or opinion and were not modified as
to audit scope or accounting principles.

                                    Part III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

       The directors and executive officers currently serving the Company are as
follows:

                                       -9-


<PAGE>





Name                       Age            Position(s) held
----                       ---            ------------------------
Elie Saltoun               60             CEO, President, Director

Dalia Kaplan               59             Executive Vice President, Secretary
                                          and Director

       The directors named above will serve until the next annual meeting of the
Company's  stockholders  or until  their  successors  are duly  elected and have
qualified.   Directors  will  be  elected  for  one-year  terms  at  the  annual
stockholders meeting.  Officers will hold their positions at the pleasure of the
board of directors,  absent any  employment  agreement,  of which none currently
exists or is contemplated.  There is no arrangement or understanding between any
of the  directors  or officers of the Company and any other  person  pursuant to
which any director or officer was or is to be selected as a director or officer,
and there is no arrangement,  plan or understanding as to whether non-management
shareholders  will exercise their voting rights to continue to elect the current
directors to the Company's board.  There are also no arrangement,  agreements or
understandings  between   non-management   shareholders  that  may  directly  or
indirectly participate in or influence the management of the Company's affairs.

       The  directors  and  officers  will  devote  their time to the  Company's
affairs on an "as needed" basis,  which,  depending on the circumstances,  could
amount to as little as two hours per month,  or more than forty hours per month,
but more than  likely will fall within the range of five to ten hours per month.
There are no agreements or understandings  for any officer or director to resign
at the request of another  person,  and none of the  officers or  directors  are
acting on behalf of, or will act at the direction of, any other person.

Biographical Information

         Elie Saltoun, Chief Executive Officer, President and Director, has been
an  entrepreneur  and private  investor  since 1972.  Mr.  Saltoun is a Managing
Director of First Pacific  Capital Ltd., and has extensive  experience in Brazil
and the Middle East in export securitization,  cross currency transactions,  and
pre-export  financing  transactions  essential  to  commodities  production  and
distribution.

Dalia Kaplan, Executive Vice-President, Secretary and Director, has served since
1994.  Ms. Kaplan has served as Comptroller of Opal Trade Corp., an Amsterdam
based international trade finance company.  From 1976 to 1994 she was
import/export manager for a major international company.

Compliance with Section 16(a) of the Exchange Act.

         Elie Saltoun,  Dalia Kaplan,  First Pacific Capital Ltd., First Pacific
Co., and Alan  Gelband,  officers,  directors and owners of more than 10% of the
Company's common stock, were required to file an Initial Statement of Beneficial
ownership  of  Securities  on  Form 3 at the  time  of the  registration  of the
Company's  securities under Section 12(g) of the Act. None of them made a timely
filing on Form 3. They have  represented  to the Company that they will complete
all required filings under Section 16(a) on or before April 30, 2001.

ITEM 10.  EXECUTIVE COMPENSATION.

       No officer or director received any remuneration from the Company during

                                      -10-


<PAGE>



the fiscal  year.  Until the  Company  acquires  additional  capital,  it is not
intended that any officer or director will receive compensation from the Company
other than  reimbursement for  out-of-pocket  expenses incurred on behalf of the
Company. See "Certain  Relationships and Related  Transactions." The Company has
no stock option, retirement, pension, or profit-sharing programs for the benefit
of  directors,  officers  or other  employees,  but the Board of  Directors  may
recommend adoption of one or more such programs in the future.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       The  following  table sets  forth,  as of the end of the  Company's  most
recent  fiscal  year,  the number of shares of Common  Stock owned of record and
beneficially by executive officers,  directors and persons who hold 5.0% or more
of the  outstanding  Common Stock of the Company.  Also  included are the shares
held by all executive officers and directors as a group.

Name and                         Number of Shares            Percent of
Address                          Owned Beneficially          Class Owned
------------------------------------------------------------------------
Elie Saltoun                     1,030,000                     31.23%
c/o PanAgra International Corp
515 Madison Avenue, 21st Fl.
New York, NY 10022

First Pacific Capital Ltd.         560,000                     16.98%
c/o Atn Ltd.
Ave Rio Branco 177-7
Rio de Janiero, Brazil 20040

First Pacific Co.                  540,000                     16.37%
c/o Atn Ltd.
Ave Rio Branco 177-7
Rio de Janiero, Brazil 20040

Alan Gelband                       450,000                     13.64%
30 Lincoln Plaza, Apt 24D
New York, NY 10023

Dalia Kaplan                        20,000                         **
64-10 Aldator St.
Rego Park, NY 11374

All directors and executive      1,050,000                     31.29%
officers (3 persons)

** Less than 1%

All of the above are disclaiming any beneficial ownership in shares owned by
family members

Changes in Control

         A  change  in  control  of  the  Company  will   probably   occur  upon
consummation  of  a  business  combination,  which  is  anticipated  to  involve
significant change in ownership of stock of the company, membership of the board

                                      -11-


<PAGE>



of  directors.  The extent of any such change or control in  ownership  or board
composition cannot be predicted at this time.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Indemnification of Officers and Directors

       As  permitted by New York law, the  Company's  Articles of  Incorporation
provide that the Company  will  indemnify  its  directors  and officers  against
expenses and liabilities they incur to defend,  settle,  or satisfy any civil or
criminal  action  brought  against them on account of their being or having been
Company directors or officers unless,  in any such action,  they are adjudged to
have  acted   with  gross   negligence   or  willful   misconduct.   Insofar  as
indemnification  for liabilities arising under the Securities Act of 1933 may be
permitted to directors,  officers or persons controlling the Company pursuant to
the foregoing provisions,  the Company has been informed that, in the opinion of
the Securities and Exchange  Commission,  such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.

Conflicts of Interest

       None of the  officers of the  Company  will devote more than a portion of
his time to the affairs of the Company.  There will be  occasions  when the time
requirements  of  the  Company's  business  conflict  with  the  demands  of the
officers' other business and investment  activities.  Such conflicts may require
that the Company attempt to employ additional  personnel.  There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

       Both  of  the  Company's   officers  and  directors  also  are  officers,
directors,  or both of several  other  corporations.  These  companies may be in
direct competition with the Company for available opportunities.

       Company management,  and the other principal shareholders of the Company,
intend to actively  negotiate or otherwise  consent to the purchase of a portion
of their  common  stock as a condition  to, or in  connection  with,  a proposed
merger or acquisition transaction.  It is anticipated that a substantial premium
may be paid by the purchaser in conjunction with any sale of shares by officers,
directors or  affiliates  of the Company  which is made as a condition to, or in
connection with, a proposed merger or acquisition  transaction.  The fact that a
substantial premium may be paid to Company officers, directors and affiliates to
acquire their shares  creates a conflict of interest for them and may compromise
their state law fiduciary duties to the Company's other shareholders.  In making
any such sale, Company officers, directors and affiliates may consider their own
personal pecuniary benefit rather than the best interests of the Company and the
Company's other shareholders,  and the other shareholders are not expected to be
afforded  the  opportunity  to  approve or  consent  to any  particular  buy-out
transaction involving shares held by members of Company management.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

         (a) The Exhibits listed below are filed as part of this Annual Report.

                                      -12-


<PAGE>



Exhibit No.     Document

------------     ---------------

3.1      Articles of Incorporation  (incorporated by reference from Registration
         Statement  on  Form  10-SB  filed  with  the  Securities  and  Exchange
         Commission on March 21, 2000).

3.2      Bylaws  (incorporated by reference from Registration  Statement on Form
         10-SB filed with the  Securities  and Exchange  Commission on March 21,
         2000).

         (b)      No reports on Form 8-K were  filed by the  Company  during the
                  last quarter of the period covered by this report.

                                      -13-


<PAGE>


SIGNATURES

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

Dated: April 9 , 2001


                                         PANAGRA INTERNATIONAL CORP.



                                         By: s/s Elie Saltoun

                                         --------------------------------
                                         Elie Saltoun, President, Director

                                         By: s/s Dalia Kaplan

                                         --------------------------------
                                         Dalia Kaplan, Executive VP,
                                         Secretary, Director

                                      -14-


<PAGE>

                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                              FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

Dated: March 17, 2001


<PAGE>


                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                DECEMBER 31, 2000

                                    I N D E X

                                                                        Page No.

INDEPENDENT AUDITORS' REPORT                                                2


BALANCE SHEET
     December 31, 2000                                                      3


STATEMENTS OF OPERATIONS
     For the Year Ended December 31, 2000 and
         February 29, 1996 (Date of Inception) to December 31, 2000         4


STATEMENT OF STOCKHOLDERS' DEFICIENCY
     For the Year Ended December 31, 2000                                   5


STATEMENTS OF CASH FLOWS
     For the Year Ended December 31, 2000 and
         February 29, 1996 (Date of Inception) to December 31, 2000         6


NOTES TO 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 and Stockholders
Panagra International Corp.
(A Development Stage Company)
New York, N.Y.

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------
We have audited the accompanying balance sheet of Panagra International Corp., a
development stage company, as of December 31, 2000 and the related statements of
operations,  stockholders' deficiency and cash flows for the year ended December
31, 2000.  These financial  statements are the  responsibility  of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit. The financial statements of Panagra International
Corp. for the period February 26, 1996 (Date of Inception) to December 31, 1999,
were audited by other auditors,  whose reports expressed an unqualified  opinion
on those statements.

We conducted our audit in accordance with generally accepted auditing standards.
These standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements referred to above presents fairly, in
all material respects,  the financial position as of Panagra International Corp.
as of December 31, 2000,  and the results of its  operations  and its cash flows
for the year ended  December  31, 2000 in  conformity  with  generally  accepted
accounting principles.

/s/ Livingston, Wachtell & Co., LLP
-----------------------------------
Livingston, Wachtell & Co., LLP

New York, New York
March 17, 2001





                                       2
<PAGE>


                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET

                                DECEMBER 31, 2000

                                     ASSETS
<TABLE>
<CAPTION>

CURRENT ASSETS

<S>                                                                                                 <C>
      Cash                                                                                          $       292
      Other Current Assets                                                                                  512
                                                                                                    -----------

              Total Current Assets                                                                          804
                                                                                                    -----------


              TOTAL ASSETS                                                                          $       804
                                                                                                    ===========



                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:

      Accounts Payable                                                                              $    33,357
      Due to Stockholder                                                                                 59,137
                                                                                                    -----------

              Total Current Liabilities                                                                  92,494
                                                                                                    -----------


STOCKHOLDERS' DEFICIENCY

      Common Stock - $ .01 Par Value
           40,000,000 Shares Authorized

           3,600,000 Shares Outstanding                                                                  36,000
      Additional Paid-in Capital                                                                        563,537
      Deficit Accumulated During the Development Stage                                                 (691,227)
                                                                                                    -----------

              TOTAL STOCKHOLDERS' DEFICIENCY                                                            (91,690)
                                                                                                    -----------

              TOTAL LIABILITIES AND STOCKHOLDERS'

                 DEFICIENCY                                                                         $       804
                                                                                                    ===========



</TABLE>






                    The independent auditors' report and the
                 accompanying notes are an integral part of the
                              financial statements.


                                       3
<PAGE>



                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS

                    FOR THE YEAR ENDED DECEMBER 31, 2000 AND
           FEBRUARY 29, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 2000

<TABLE>
<CAPTION>


                                                                              YEAR             FEBRUARY 26, 1996
                                                                             ENDED           (DATE OF INCEPTION) TO
                                                                          DECEMBER 31,            DECEMBER 31,
                                                                              2000                    2000
                                                                              ----                    ----

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

COST AND EXPENSES

     General and Administrative Expenses                                          39,445               738,988
     Depreciation and Amortization                                               -                      11,555
                                                                         ---------------       ---------------

                                                                                  39,445               750,543
                                                                         ---------------       ---------------

OPERATING LOSS                                                                   (39,445)             (750,543)
                                                                         ---------------       ---------------


OTHER INCOME:

     Interest Income                                                                  63                60,728
     Other Income                                                               -                        2,000
                                                                         ---------------       ---------------

                                                                                      63                62,728
                                                                         ---------------       ---------------

NET LOSS BEFORE PROVISION FOR

     CORPORATE TAXES                                                             (39,382)             (687,815)

     Provision for Corporate Taxes                                                 1,236                 3,412
                                                                         ---------------       ---------------

NET LOSS                                                                 $       (40,618)      $      (691,227)
                                                                         ===============-      ===============


Net Loss Per Share of Common Stock                                       $       (0.0116)      $        (.3702)
                                                                         ================      ================

Weighted Average Number of Common Shares                                       3,504,178             1,867,088
                                                                         ===============       ===============


</TABLE>

                    The independent auditors' report and the
                 accompanying notes are an integral part of the
                              financial statements.


                                       4
<PAGE>



                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                      STATEMENT OF STOCKHOLDERS' DEFICIENCY

                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                                                    Deficit
                                                                                                  Accumulated
                                                       Common Stock              Additional        During the
                                                      $.01 Par Value              Paid-In         Development
                                                   Shares         Amount          Capital            Stage
                                                   ------         ------          -------          ----------
Common Stock Issued - Balance
<S>                                              <C>             <C>            <C>               <C>
     January 1, 2000                             3,297,665       $   32,977     $  563,537        $   (650,609)

Shares Issued in Compensation
     For Services and Advances -
     April 26, 2000                                 302,335           3,023          -                 -

Net Loss for the Year                                 -               -              -                 (40,618)
                                                  ---------      ----------     ----------        ------------

         BALANCE - DECEMBER 31, 2000             3,600,000       $   36,000     $  563,537        $   (691,227)
                                                 =========       ==========     ==========      --============

</TABLE>

                    The independent auditors' report and the
                 accompanying notes are an integral part of the
                              financial statements.

                                       5
<PAGE>



                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
                    FOR THE YEAR ENDED DECEMBER 31, 2000 AND
           FEBRUARY 29, 1996 (DATE OF INCEPTION) TO DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                                                               YEAR               FEBRUARY 26, 1996
                                                                               ENDED           (DATE OF INCEPTION) TO
                                                                           DECEMBER 31,             DECEMBER 31,
                                                                               2000                     2000
                                                                               ----                     ----
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                       <C>                    <C>
     Net Loss                                                             $       (40,618)       $      (691,227)
     Adjustments to Reconcile Net Loss to Net Cash
         Used in Operating Activities:
              Depreciation and Amortization                                        -                      11,555
              Changes in Assets and Liabilities:
                  Other Assets                                                     -                        (688)
                  Accounts Payable                                                (22,621)                32,866
                  Taxes Payable                                                    -                         492
                                                                          ---------------        ---------------

                      NET CASH USED IN OPERATING

                           ACTIVITIES                                             (63,239)              (647,002)
                                                                          ---------------        ---------------


CASH FLOWS FROM INVESTING ACTIVITIES

     Equipment - net                                                               -                      (11,380)
                                                                          ---------------        ----------------

                      NET CASH USED IN INVESTING

                           ACTIVITIES                                              -                     (11,380)
                                                                          ---------------        ---------------


CASH FLOWS FROM FINANCING ACTIVITIES

     Due to Stockholder                                                            59,137                 59,137
     Proceeds from Sale of Common Stock                                             3,023                599,537
                                                                          ---------------        ---------------

                      NET CASH PROVIDED BY

                           FINANCING ACTIVITIES                                    62,160                658,674
                                                                          ---------------        ---------------

NET (INCREASE) DECREASE IN CASH                                                    (1,079)                   292

CASH - Beginning of Period                                                          1,371                 -
                                                                          ---------------        ----------

CASH - End of Period                                                      $           292        $           292
                                                                          ===============        ===============
</TABLE>

                    The independent auditors' report and the
                 accompanying notes are an integral part of the
                              financial statements.


                                       6
<PAGE>


                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

1.   THE COMPANY, MANAGEMENT DISCUSSION AND PLAN OF OPERATION

         On February 29, 1996,  Panagra  International  Corp.  (the  "Company"),
         formerly United Network Technologies,  Inc., was incorporated under the
         laws of the  State of New  York.  The  Company  is  seeking  additional
         entities to acquire or merge with,  in order to complete  its  business
         plan.


     LIQUIDITY AND CAPITAL RESOURCES

         The  Company  remains in the  development  stage and for the year ended
         December 31, 2000, has experienced no significant  change in liquidity,
         capital  resources  or  stockholders'  equity other than the receipt of
         proceeds for its operating  expenses.  Substantially  all of such funds
         have been used to pay expenses incurred by the Company.

         The  Company  intends  to seek to  carry  out its plan of  business  of
         seeking to complete a merger or business  acquisition  transaction.  In
         order to do so,  it will  require  additional  capital  to pay  ongoing
         expenses.

     RESULTS OF OPERATIONS

         During the year ended  December 31, 2000, the Company has engaged in no
         significant  operations  other  than the  acquisition  of  capital  for
         general and administrative  expenses and registration of its securities
         under the  Securities  Exchange Act of 1934.  During this  period,  the
         Company  received no  operating  revenues.  General and  administrative
         expense consists primarily of professional and consulting fees and rent
         expenses.

     NEED FOR ADDITIONAL FINANCING

         The  Company's  existing  capital  will not be  sufficient  to meet the
         Company's cash needs, including complying with its continuing reporting
         obligation  under the  Securities  Exchange  Act of 1934.  Accordingly,
         additional capital will be required.

     STATEMENT OF CASH FLOWS

         The Company considers all highly liquid debt instruments purchased with
         maturity of three  months or less to be cash  equivalents.  No cash was
         paid for interest and taxes for the year ended December 31, 2000.





                                       7
<PAGE>



                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     START-UP COSTS

         The  Company  adopted  the  provisions  of the  American  Institute  of
         Certified Public Accountants' Statement of Position 98-5, "Reporting on
         the  Costs  of  Start-Up  Activities".  SOP  provides  guidance  on the
         financial  reporting  of start-up and  organization  costs and requires
         such costs to be expensed as incurred.

         The start-up costs consist  principally of professional  and consulting
         fees.

     NET LOSS PER COMMON SHARE

         The net loss per common  share is computed by dividing the net loss for
         the period by the  weighted  average  number of shares  outstanding  at
         December 31, 2000.

     USE OF ESTIMATES

         The preparation of the accompanying financial statements, in conformity
         with generally accepted accounting  principles,  requires management to
         make  estimates  and  assumptions  that affect the reported  amounts of
         assets  and  liabilities,  and  disclosure  of  contingent  assets  and
         liabilities at the date of the financial  statements,  and the reported
         amounts of revenue and expenses  during the reporting  periods.  Actual
         results could differ from those estimates.

     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  significant  area requiring the
         use of management estimates related to valuation of accounts payable.

     INCOME TAXES

         The  Company  is  currently  in a  development  stage  and  has not yet
         commenced an active trade or business,  therefore,  the Company did not
         provide any current or deferred  federal or state income tax  provision
         or benefit for any of the periods  presented because to date, as it has
         experienced  operating losses.  The Company has a federal net operating
         loss carryforward of approximately  $691,000 expiring in the years 2011
         through 2020. The tax benefit of this net operating  loss,  based on an
         effective  tax  rate of 40%,  is  approximately  $276,000  and has been
         offset by a full allowance for business  combination  under IRC Section
         381. For the period ended December 31, 2000,  based on an effective tax
         rate of 40%, the valuation allowance increased by $16,247.



                                       8
<PAGE>



                           PANAGRA INTERNATIONAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2000

3.       COMMON STOCK

         The Company,  formally  called United Network  Technologies,  initially
         authorized  2,000,000 shares of par value $.01 common stock. The number
         of authorized  shares  increased to 40,000,000 on October 2, 1998, when
         the shareholders  unanimously voted for the Plan of merger with Panagra
         International   Corporation,  a  New  York  Corporation  and  Companhia
         Expotadora DeCastanha,  a Brazilian corporation.  The shareholders also
         unanimously voted to change the name of the company from United Network
         Technologies  to  Panagra   International   Corp..   The  Company  also
         unanimously  voted  to elect a 5 for 1 split  of the  Company's  common
         stock prior to the merger.

         A recision of 17,452,335 shares of Panagra International Corp.'s common
         stock took place on August  25,  1999,  resulting  in  cancellation  of
         17,452,335  shares issued of Panagra  International  Corp. and bringing
         total outstanding shares to 3,297,665.

         On April 26,  2000,  265,878  shares of common  stock was issued to Mr.
         Elie Saltoun,  President, and/or affiliates, at par in compensation for
         advances  and  services  rendered  and  36,457  shares  were  issued in
         compensation for services rendered by an outside consultant.

         Additional  paid-in  capital in the amount $20,177 was  reclassified as
         due to stockholder to reflect the Company  expenses paid by Mr. Saltoun
         on behalf of the Company.