As
filed with the Securities and Exchange Commission on October 16, 2009
Registration No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
NEW
DRAGON ASIA CORP.
(Exact
Name of Registrant as Specified in its Charter)
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Florida
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2000
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88-0404114
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(State
or Other Jurisdiction of
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(Primary
Standard Industrial
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(I.R.S.
Employer
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Incorporation
or Organization)
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Classification
Code Number)
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Identification
Number)
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________________________
Ling
Wang
10
Huangcheng Road (N), Longkou
Shandong
Province, PRC
Tel:
(86 535) 8951 567
(Name,
Address, Telephone Number and Facsimile Number of Agent For Service of
Process)
Copies
of all Communications to:
Mitchell
S. Nussbaum, Esq.
Loeb
& Loeb LLP
345
Park Avenue
New
York, New York 10154
Tel:
(212) 407-4000
Fax:
(212) 407-4990
Approximate Date of Proposed Sale to
the Public:
As soon as practicable after the effective date of this
registration statement.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
o
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box.
þ
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
þ
333-127462
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registrations statement for the same
offering.
o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated
filer
¨
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Accelerated
filer
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Non-accelerated
filer (Do not check if a smaller reporting company)
¨
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Smaller reporting
company
ý
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Title
of Each Class
of
Securities
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Amount
To
Be
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Proposed
Maximum Offering Price
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Proposed
Maximum Aggregate
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Amount
of
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Class
A Common Stock
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403,434
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$
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0.16
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$
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64,550
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$
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4
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(c) of the Securities Act; based on the average of the high and
low price on the American Stock Exchange on October 13,
2009.
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THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
INCORPORATION
BY REFERENCE
This
Registration Statement filed pursuant to Rule 462(b) and General Instruction IV
of Form S-3, both promulgated under the Securities Act of 1933, as amended,
hereby incorporates by reference the contents of the Registration Statement on
Form S-3 File No. 333-127462.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
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NEW
DRAGON ASIA CORP.
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Date:
October 14, 2009
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By:
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/s/
Ling Wang
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Name:
Ling Wang
Title:
Chief Financial Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this report has
been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Dated:
October 14, 2009
Dated:
October 14, 2009
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Title:
Chief Executive Officer
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Dated:
October 14, 2009
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Title:
Chief Financial Officer
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Dated:
October 14, 2009
Dated:
October 14, 2009
Dated:
October 14, 2009
Dated:
October 14, 2009
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Exhibit
Number
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Description
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5.1
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Opinion
of Loeb & Loeb LLP*.
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23.1
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Consent
of Independent Registered Public Accounting Firm Grobstein, Horwath
& Company LLP.
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23.2
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Consent
of Independent Registered Public Accounting Firm Crowe Horwath
LLP.
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23.3
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Consent
of Loeb & Loeb LLP (included in exhibit
5.1)*.
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* Incorporated
by reference to Exhibit 5.1 to Registration Statement File No.
333-127462.