UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of
Report (date of earliest event reported): October 5, 2010
NEW
DRAGON ASIA CORP.
(Exact
name of registrant as specified in charter)
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Florida
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001-15046
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88-0404114
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(State
of Incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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S10
Huangcheng Road (N)
Longkou,
Shandong Province, China 265701
(Address
Of Principal Executive Offices) (Zip Code)
011 (86
535) 8951 567
(Registrant’s
Telephone Number, Including Area Code)
__________________________________
(Former
Name or Former Address, is Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR
240.14a-12(b))
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On
October 8, 2010, New Dragon Asia Corp. (the “Company”), issued a press release,
attached to this Current Report on Form 8–K as Exhibit 99.1, reporting that the
Company received a letter on October 5, 2010 from NYSE Amex LLC (“AMEX”)
indicating that it failed to satisfy certain of AMEX's continued listing
standards. Specifically, Section 1003(f)(v) of the NYSE Amex Company Guide
provides that AMEX may delist a security when it sells for a substantial period
of time at a low price per share, if the issuer shall fail to effect a reverse
split of such shares within a reasonable time after being notified that AMEX
deems such action to be appropriate under all the circumstances.
The
Company is in the process of announcing the date of an upcoming Annual Meeting
of Shareholders at which its board will present a resolution for approval by its
shareholders seeking to effect a 1 for 100 reverse split of its outstanding
Class A Common Stock.
A copy of
a press release relating to the foregoing is attached hereto as Exhibit
99.1 and is incorporated in this Item 3.01 by reference.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is furnished herewith:
99.1
Press release dated October 8, 2010
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NEW
DRAGON ASIA CORP.
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By:
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/s/
Ling Wang
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Name:
Ling
Wang
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Title:
Chief
Financial Officer
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Dated:
October 12, 2010