CUSIP
No. 645378 H102
|
SCHEDULE
13D/A
|
Page
2 of 9 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
OO
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
|
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
28,323,954
(2)
|
9
|
SOLE
DISPOSITIVE POWER
N/A
|
10
|
SHARED
DISPOSITIVE POWER
28,323,954
(2)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,323,954
(2)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
|
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 645378 H102
|
SCHEDULE
13D/A
|
Page 3
of 9 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
28,323,954
(2)
|
9
|
SOLE
DISPOSITIVE POWER
N/A
|
10
|
SHARED
DISPOSITIVE POWER
28,323,954
(2)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,323,954
(2)
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
|
14
|
TYPE
OF REPORTING PERSON
IN
|
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 and Amendment
No. 2 on April 13, 2006, 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. 3 to Schedule 13D is being filed to report the sale of shares
of
Class A Common Stock of the Issuer to Kong Sang Chan.
Item
1.
|
Security
and Issuer.
|
This
statement relates to the Class A Common Stock, par value $.0001 per share (the
“Class A Common Stock”) of New Dragon Asia Corp., a Florida corporation, (the
“Issuer”). The Issuer’s principal executive office is located Suite 2808,
International Chamber of Commerce Tower, Fuchua Three Road, Shenzhen, China
518048.
Item
2.
|
Identity
and Background.
|
(a)
This
Amendment No. 3 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, Fuchua 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, Fuchua 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, Fuchua 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,
Fuchua 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. Ms. Wang is a
citizen of the People’s Republic of China.
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
New
Dragon Asia Food Corp. entered into an Amended and Restated Exchange Agreement,
dated as of December 13, 2001 (the "Share Exchange Agreement") by and among
the
Issuer (at the time, the Issuer’s name was “Bio-Aqua Systems Inc.”), Max Rutman
and Flagship Import Export LLC, a Nevada limited liability company. Pursuant
to
the Exchange Agreement, on December 13, 2001 (the "Closing Date"), New Dragon
Asia Food Ltd. acquired from the Issuer 35,183,754 shares of Class A Common
Stock (the “Shares”) in exchange for its equity interest in four companies
organized under the laws of the British Virgin Islands (each a "Subsidiary"
and,
collectively the "Subsidiaries") each of which in turn holds interests in a
separate sino-foreign joint ventures.
New
Dragon Asia Food Limited sold 3,500,000 Shares of Class A Common Stock to Mr.
Kong Sang Chan pursuant to a Securities Purchase Agreement (the “December
Agreement”), dated as of December 4, 2007. Pursuant to the Agreement, Mr. Chan
purchased the Shares at $0.97 per share, for an aggregate purchase price of
$3,395,000.
New
Dragon Asia Food Limited previously sold 500,000 Shares of Class A Common Stock
to Mr. Kong Sang Chan pursuant to a Sales and Purchase Agreement (the “May
Agreement”), dated as of May 14, 2007. Pursuant to the Agreement, Mr. Chan
purchased the Shares at $1.42 per share, for an aggregate purchase price of
$700,000.
New
Dragon Asia Food Limited previously sold 2,500,000 Shares of Class A Common
Stock to Mr. Kong Sang Chan pursuant to a Sales and Purchase Agreement (the
“January Agreement”, and together with the December Agreement and the May
Agreement, the “Agreements”), dated as of January 19, 2007. Pursuant to the
Agreement, Mr. Chan purchased the Shares at $1.61 per share, for an aggregate
purchase price of $4,025,000.
Item
4.
|
Purpose
of Transaction.
|
New
Dragon Asia Food Ltd. disposed of the Shares pursuant to the Agreements
described in Item 3 above.
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 Issuer;
(b)
an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c)
a
sale or
transfer of a material amount of assets of the Issuer or of any of its
subsidiaries;
(d)
any
change in the present board of directors or management of the Issuer, 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
Issuer;
(f)
any
other
material change in the Issuer’s business or corporate structure;
(g)
changes
in the Issuer’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 Issuer 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 Issuer 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 28,323,954
shares of Common Stock, representing approximately 51.5% 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
28,323,954 shares of Common Stock
(c)
During
the past 60 days, New Dragon Asia Food Ltd. has not effected any transactions
relating to the Common Stock of the Company.
(d)
To
the
knowledge of New Dragon Asia Food Ltd., other than as described in this
Amendment No. 3 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.
Heng
Jing Lu
:
(a)
Heng
Jing
Lu is the beneficial owner of an aggregate of 28,323,954 shares of Class A
Common Stock, representing approximately 51.5% of the total issued and
outstanding shares of Class A Common Stock.
(b)
Heng
Jing
Lu has sole power to vote or direct the vote of 0 shares of Class A Common
Stock
and the sole investment and voting power over 0 shares of Class A Common Stock.
Mr. Lu has shared power to vote or direct the vote of 28,323,954 shares of
Class
A Common Stock and the shared power to dispose of and direct the disposition
of
28,323,954 shares of Class A Common Stock.
(c)
Mr.
Lu
has not effected any transactions in the Class A Common Stock of the Issuer
in
the past 60 days.
(d)
To
the
knowledge of Mr. Lu, other than as described in this Amendment No. 3 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 51.5% of the issued and outstanding shares
of the Class A Common Stock of the Issuer. Mr. Heng Jing Lu has voting and
dispositive control over the shares of the Issuer 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.
|
(1)
Share
Exchange Agreement, dated as of December 13, 2001 (included as Exhibit 10.1
to
the Current Report on Form 8-K filed by the Issuer on December 27, 2001 and
incorporated by reference herein).
(2)
Securities
Purchase Agreement, dated as of December 4, 2007 by and between New Dragon
Asia
Food Limited and Kong Sang Chan (filed herewith).
(3)
Sales
and
Purchase Agreement, dated as of May 14, 2006 by and between New Dragon Asia
Food
Limited and Kong Sang Chan (filed herewith)
(4)
Sales
and
Purchase Agreement, dated as of January 19, 2007 by and between New Dragon
Asia
Food Limited and Kong Sang Chan (filed herewith)
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:
December 10, 2007
|
New
Dragon Asia Food Ltd.
|
|
|
|
|
|
Name:
Heng Jing Lu
|
|
Title:
Director
|
|
|
|
|
|
By:
/s/ Heng Jing
Lu
|
|
Heng
Jing Lu
|