UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO
RULE 13d-2(a)
(Amendment
No. 4)
New
Dragon Asia Corp.
(Name
of
Issuer)
Class
A Common Stock, par value $.0001
per share
(Title
of
Class of Securities)
645378H102
(CUSIP
Number)
|
Heng
Jing Lu
c/o
New Dragon Asia Food Ltd.
|
Mitchell
S. Nussbaum
|
|
Suite
2808
|
Loeb
& Loeb LLP
|
|
International
Chamber of Commerce Tower
|
345
Park Avenue
|
|
Fuhua
Three Road
|
New
York, New York 10154
|
|
Shenzhen,
China 518048
|
212-407-4159
|
|
|
|
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September
15, 2008
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box
o
(Continued
on following pages)
(Page
1
of 8 Pages)
|
CUSIP
No. 645378 H102
|
SCHEDULE
13D/A
|
Page
2 of 8 Pages
|
|
1
|
NAME
OF REPORTING PERSON
New
Dragon Asia Food Ltd.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
(1)
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
N/A
|
|
8
|
SHARED
VOTING POWER
28,437,954
|
|
9
|
SOLE
DISPOSITIVE POWER
N/A
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP
No. 645378 H102
|
SCHEDULE
13D/A
|
Page 3
of 8 Pages
|
|
1
|
NAME
OF REPORTING PERSON
Heng
Jing Lu
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)
OR 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
People’s Republic of China
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
N/A
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
N/A
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.4%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Page 4
of 8 Pages
Footnotes:
(1)
New
Dragon Asia Food Ltd. is incorporated in the British Virgin Islands and does
not
have an I.R.S. Identification Number.
(2)
The
Schedule 13D, as amended by Amendment No. 1 on October 18, 2005, Amendment
No. 2
on April 13, 2006 and Amendment No. 3 on December 10, 2007 reported that the
beneficial ownership of the shares owned by New Dragon Asia Food Ltd. is
controlled by Heng Jing Lu, the Chairman of the Issuer.
This
Amendment No. 4 to Schedule 13D is being filed to report the acquisition of
shares of Class A Common Stock of the Issuer.
Page 5
of 8 Pages
Item
1.
Security
and Issuer.
This
statement relates to the Class A Common Stock, par value $.0001 per share (the
“Common Stock”) of New Dragon Asia Corp., a Florida corporation, (the “Company”
or the “Issuer”). The Company’s principal executive office is located Suite
2808, International Chamber of Commerce Tower, Fuhua Three Road, Shenzhen,
China
518048.
Item
2.
Identity
and Background.
(a)
This
Amendment No. 4 to Schedule 13D is filed by New Dragon Asia Food Ltd. and Heng
Jing Lu.
(b)
Each
of
the Reporting Persons’ residence or business address is as follows:
New
Dragon Asia Food Ltd.’s business address is Suite 2808, International Chamber of
Commerce Tower, Fuhua Three Road, Shenzhen, China 518048;
Mr.
Heng
Jing Lu’s business address is c/o New Dragon Asia Corp., Suite 2808,
International Chamber of Commerce Tower, Fuhua Three Road, Shenzhen, China
518048;
(c)
New
Dragon Asia Food Ltd., is a holding company organized in the British Virgin
Islands. Its sole business is making equity investments in operating companies.
Its principal business address is Suite 2808, International Chamber of Commerce
Tower, Fuhua Three Road, Shenzhen, China 518048.
Mr.
Lu is
the Chairman of the Board of Directors of the Issuer. He was the Chief Executive
Officer of the Issuer until April 1, 2005. His principal business address is
c/o
New Dragon Asia Corp. Suite 2808, International Chamber of Commerce Tower,
Fuhua
Three Road, Shenzhen, China 518048.
(d)
During
the
past five years, neither New Dragon Asia Food Ltd., nor, to the knowledge of
New
Dragon Asia Food Ltd., has any officer, director or control person of New Dragon
Asia Food Ltd., been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
During
the past five years, Mr. Lu has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e)
During
the past five years, neither New Dragon Asia Food Ltd., nor, to the knowledge
of
New Dragon Asia Food Ltd., has any officer, director or control person of New
Dragon Asia Food Ltd., been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, pursuant to which such person,
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such
laws.
During
the past five years, Mr. Lu has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, pursuant to which
such person, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such
laws.
(f)
New
Dragon
Asia Food Ltd. is incorporated under the laws of the British Virgin Islands.
Mr.
Lu is a citizen of the People’s Republic of China.
Page 6
of 8 Pages
Item
3.
Source
and Amount of Funds or Other Consideration.
New
Dragon Asia Food Ltd. purchased in the open market on September 15 through
September 22 an aggregate of 114,000 shares of the Class A Common Stock for
aggregate consideration of $54,892.18 using working capital.
Item
4.
Purpose
of Transaction.
New
Dragon Asia Food Ltd. acquired the Shares for investment purposes.
None
of
the Reporting Persons have any plans or proposals which relate to or would
result in:
(a)
the
acquisition by any person of additional securities of the Company;
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries;
(c)
a
sale or
transfer of a material amount of assets of the Company or of any of its
subsidiaries;
(d)
any
change in the present board of directors or management of the Company, including
any plans or proposals to change the number or term of directors or to fill
any
existing vacancies on the board;
(e)
any
material change in the present capitalization or dividend policy of the
Company;
(f)
any
other
material change in the Company’s business or corporate structure;
(g)
changes
in the Company’s charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the issuer by any other
person;
(h)
causing
a
class of securities of the Company to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(i)
a
class
of equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Act; or
(j)
any
similar action to those enumerated above.
Item
5.
Interest
in Securities of the Issuer.
New
Dragon Asia Food Ltd.
:
(a)
New
Dragon Asia Food Ltd. is the beneficial owner of an aggregate of 28,437,954
shares of Common Stock, representing approximately 48.4% of the total issued
and
outstanding shares of Common Stock.
(b)
New
Dragon Asia Food Ltd. has sole power to vote or direct the vote of 0 shares
of
Common Stock and the sole investment and voting power over 0 shares of Common
Stock. New Dragon Asia Food Ltd. has shared power to vote or direct the vote
of
28,437,954 shares of Common Stock
(c)
During
the past 60 days, New Dragon Asia Food Ltd. has purchased a total of 114,000
Common Stock of the Company.
(d)
To
the
knowledge of New Dragon Asia Food Ltd., other than as described in this
Amendment No. 4 to Schedule 13D, no other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the shares owned by it.
(e)
Not
applicable.
Page 7
of 8 Pages
Heng
Jing Lu
:
(a)
Heng
Jing
Lu is the beneficial owner of an aggregate of 28,437,954 shares of Common
Stock, representing approximately 48.4% of the total issued and outstanding
shares of Common Stock.
(b)
Heng
Jing
Lu has sole power to vote or direct the vote of 0 shares of Common Stock and
the
sole investment and voting power over 0 shares of Common Stock. Mr. Lu has
shared power to vote or direct the vote of 28,437,954 shares of Common Stock
and
the shared power to dispose of and direct the disposition of 28,437,954 shares
of Common Stock.
(c)
Mr.
Lu
has not effected any transactions in the Common Stock of the Company in the
past
60 days.
(d)
To
the
knowledge of Mr. Lu, other than as described in this Amendment No. 4 to Schedule
13D, no other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
shares owned by it.
(e)
Not
applicable.
Item
6.
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
Heng
Jing
Lu is the holder of record of 100% of the equity interests of New Dragon Asia
Food Ltd. which holds approximately 48.4% of the issued and outstanding shares
of the Common Stock if the Company. Mr. Heng Jing Lu has voting and dispositive
control over the shares of the Company held by New Dragon Asia Food Ltd. Mr.
Lu
is thereby deemed to have beneficial ownership of such shares.
Item
7.
Materials
to be Filed as Exhibits.
Not
applicable
Page 8
of 8 Pages
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete
and
correct.
|
|
|
|
|
Dated:
September
26, 2008
|
New
Dragon Asia
Food Ltd.
|
|
|
|
|
|
By:
|
/s/ Heng Jing Lu
|
|
|
Name:
|
Heng
Jing Lu
|
|
|
Title:
|
Director
|
|
|
|
|
|
|
|
|
|
|
/s/ Heng
Jing
Lu
|
|
|
Heng
Jing Lu
|
Grafico Azioni Nwd Group (AMEX:NWD)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Nwd Group (AMEX:NWD)
Storico
Da Giu 2023 a Giu 2024
