**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **FORM
        10-K/A**
 **Amendment
        No. 3**
 **(Mark
        One)**
 **(X) ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES** **EXCHANGE
        ACT OF 1934.**
  **For
        the Fiscal year ended December 25, 2004**
 
 **OR**
  **(_)
        TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934.**
  **For
        the transition period from ____** **to ____** ****
 
 **Commission
        File Number: 001-15046**
  **NEW
        DRAGON ASIA CORP.**
 **(Exact
        name of Registrant as specified in its charter)**
 
 **Florida**
              **88-0404114****(State
                  or other jurisdiction of**
              **(IRS
                  Employer Identification
                  Number)****incorporation
                  or
                  organization)**
 ****
  **Suite
        2808, International Chamber of Commerce Tower**
 **Fuhua
        Three Road, Shenzhen, China 518048**
 **(Address
        of Principal Executive Offices) (Zip Code)**
 
 **(86
        755) 8831-2115**
 **(Registrant's
        telephone number, including area code)**
 
 **Securities
        registered pursuant Section 12(b) of the Exchange Act:**
 **None.**
 
 **Securities
        registered pursuant Section 12(g) of the Exchange Act:**
 **Class
        A Common Stock, $ 0.0001 par value**
 
 
 
 Indicate
        by check mark whether the issuer: (1) filed all reports required to be filed
        by
        Section 13 or 15(d) of the 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 past 90 days.
 
 Yes
        [X]
        No [_]
 
 Indicate
        by check mark if there is no disclosure of delinquent filers in response
        to Item
        405 of Regulation S-K is not 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-K.
        [ ]
 
 Indicate
        by check mark whether the registrant is an accelerated filer (as defined
        in
        Exchange Act Rule 12b-2).
 
 Yes
        [_]
        No [X]
 
 State
        issuer's revenue for its most recent fiscal year: approximately $39
        million
 
 State
        the
        aggregate market value of the voting and non-voting common equity held by
        non-affiliates computed by reference to the price at which the common equity
        as
        sold, or the average bid and asked price of such common equity, as of the
        last
        business day of the registrant's most recently completed second fiscal quarter.
        As of June 25, 2004 the aggregate market value of the common equity held
        by
        non-affiliates was approximately $7.9 million.
 
 State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date. As
        of October 12, 2005, there were 47,182,953 shares of our Class A Common Stock
        outstanding .
  
   **EXPLANATORY
        NOTE**
 
 We
        are
        filing this Amendment No. 3 to Annual Report on Form 10-K/A for the fiscal
        year
        ended December 25, 2004 to restate the information with respect to “Compliance
        with Section 16(a) of the Exchange Act” in Item 10 and “Security Ownership of
        Certain Beneficial Owners and Management and Related Stockholder Matters” in
        Item 12. Except as specifically referenced herein, this Amendment No. 3 to
        Annual Report on Form 10-K/A does not reflect any event occurring subsequent
        to
        March 24, 2005, the filing date of the original report.
 
  
  
 **ITEM
        10.**   **COMPLIANCE
        WITH SECTION 16(a) OF THE EXCHANGE ACT**
  Section
        16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
        requires our executive officers and directors and persons who own more than
        10%
        of a registered class of our equity securities to file with the Securities
        and
        Exchange Commission initial statements of beneficial ownership, reports of
        changes in ownership and annual reports concerning their ownership of common
        stock and other of our equity securities, on Forms 3, 4 and 5 respectively.
  By
        virtue of an oral understanding with Ms. Ling Wang, Mr. Heng Jing Lu has
        sole
        voting and dispositive control over the shares of Long Feng Food Overseas
        Ltd.,
        and, accordingly, has voting and dispositive control of the shares of our
        Class
        A Common Stock held by New Dragon Asia Food Ltd. Each “Statement of Initial
        Beneficial Ownership” on Form 3 filed by Mr. Lu and Ms. Wang on December 24,
        2003, and filed by New Dragon Asia Food Ltd. on December 13, 2001, failed
        to
        reflect that the beneficial ownership of the shares owned by New Dragon Asia
        Food Ltd. are controlled by Mr. Lu, our Chairman, and that the shares of
        Long
        Feng Overseas Food Ltd., through which Mr. Lu derives his beneficial ownership
        of New Dragon Food Ltd., are held of record by Ling Wang, our Vice President
        and
        a director.
  An
        amendment to each of Mr. Lu’s and Ms. Wang’s Form 3 has been filed to reflect
        that Ms. Wang is the holder of record of 100% of the equity interests of
        Long
        Feng Food Overseas Ltd., which in turn owns 100% of the equity interests
        of New
        Dragon Pacific Holding Ltd., which in turn owns 100% of the equity interests
        of
        New Dragon Asia Food Ltd., which in turn holds 34,823,954 of our Class A
        Common
        Stock.
   
  **ITEM
        12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND** **MANAGEMENT
        AND RELATED STOCKHOLDER MATTERS**
 
 The
        fo llowing
        table sets forth, as of October 17, 2005, certain information concerning
        the
        beneficial ownership of our Class A Common Stock by (i) each stockholder
        known
        to us to beneficially own five percent or more of our outstanding Class A
        Common
        Stock; (ii) each director; (iii) each executive officer; and (iv) all of
        our
        executive officers and directors as a group, and their percentage ownership
        and
        voting power. As of October 17, 2005, there were 47,182,953 shares of our
        Class
        A Common Stock outstanding.
  **Name
                  and Address of Beneficial Owner**
              
              **Amount
                  and Nature of Beneficial Ownership**
              
              **Percent
                  of Class**New
                  Dragon Asia Food Ltd.
                Suite
                  2808 International Chamber of Commerce Tower,
                Fuhua
                  Three Road, Shenzhen, PRC 518048
              
              
              34,823,954
              
              
              73.8
              %Heng
                  Jing Lu†
                Chairman
              
              
              34,823,954(1)
              
              
              73.8
              %(1)Li
                  Xia Wang†
                Director
                  and Chief Executive Officer
              
              
              -0-
              
              
              *Ling
                  Wang†
                Director
                  and Vice President
              
              
              -0-
                  (2)
              
              
              *
              (2)Zhi
                  Yong Jiang†
                Director
              
              
              -0-
              
              
              *De
                  Lin Yang†
                Director
              
              
              -0-
              
              
              *Qi
                  Xue†
                Director
              
              
              -0-
              
              
              *Feng
                  Ju Chen†
                Director
              
              
              -0-
              
              
              *Peter
                  Mak†
                Chief
                  Financial Officer
              
              
              1,000,000(3
              )
              
              2.1
              %(3)All
                  Directors and Executive Officers (8 people)
              
              
              35,823,954
              
              
              74.3
              %
  *
        Less than one percent.
 †
        Address of referenced person is c/o New Dragon Asia Corp. Suite 2808,
        International Chamber of Commerce Tower, Fuhua Three Road, Shenzhen, PRC
        518048.
 (1)
        Represents shares owned by New Dragon Asia Food Ltd. Ms. Ling Wang, our Vice
        President and a director, is the holder of record of 100% of the equity
        interests of Long Feng Food Overseas Ltd. ("Long Feng"), which in turn owns
        100%
        of the equity interests of New Dragon Pacific Holding Ltd., which in turn
        holds
        100% of the equity interests of New Dragon Asia Food Ltd. By virtue of an
        understanding with Ms. Wang, Mr. Lu has sole voting and dispositive control
        over
        the shares of Long Feng and, accordingly, has sole voting and dispositive
        control of the shares held by New Dragon Asia Food Ltd.
 
 
 (2)
        Represents shares owned by New Dragon Asia Food Ltd. By virtue of an oral
        understanding between Ms. Wang and Mr. Lu, Mr. Lu has sole voting and
        dispositive control over the shares of Long Feng and, accordingly, has sole
        voting and dispositive control of the shares held by New Dragon Asia Food
        Ltd.
        Ms. Wang disclaims beneficial ownership of any equity interests of Long Feng
        and
        New Dragon Asia Food Ltd.
 (3)
        Represents shares underlying immediately exercisable options, which includes
        options exercisable for 400,000 shares at an exercise price of $1.00 per
        share
        pursuant to a grant issued on November 2, 2004,and options exercisable for
        600,000 shares at an exercise price of $1.20 per share pursuant to a grant
        issued on June 22, 2005 .
 
  **Equity
        Compensation Plan Information**
  The
        following table sets forth aggregate information regarding our equity
        compensation plans in effect as of December 31, 2004:
 
 **Equity
                  Compensation Plan Information****Plan
                  category**
              **Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights**
                **(a)**
              **Weighted-average
                  exercise price of outstanding options, warrants and
                  rights**
                **(b)**
              **Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))**
                **(c)**Equity
                  compensation plans approved by security holders
              -0-
              -0-
              -0-Equity
                  compensation plans not approved by security holders
              400,000
              $1.00
              -0-Total
              400,000
              $1.00
              -0-
  On
        November 2, 2004, Mr. Mak, our chief financial officer, pursuant to his
        employment with us, was granted an immediately exercisable option to purchase
        up
        to 400,000 of our shares of Class A common stock at an exercise price of
        $1.00
        per share. This option was initially due to expire on November 2, 2006, but
        pursuant to a supplement to Mr. Mak’s employment agreement dated June 22, 2005,
        the term of the option was extended and is now due to expire on November
        2,
        2014. The option’s termination date may also accelerate upon the occurrence of
        certain events, including Mr. Mak’s death or termination of his employment with
        us for cause.
  
   **SIGNATURES**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
 
 
 **NEW
        DRAGON ASIA CORP.**
 
 
 Dated:
        October 18, 2005
 *By
        /s/ Li Xia WANG*
 Name:
        Li
        Xia WANG
 Title:
        Chief Executive Officer
 
 
 In
        accordance with the Securities Exchange Act of 1934, 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:
        October 18, 200 5
 *By
        /s/ Heng Jing Lu*
 Name:
        Heng Jing Lu
 Title:
        Chairman
 
 
 Dated:
        October 18, 2005
 *By
        /s/ Peter Mak*
 Name:
        Peter Mak
 Title:
        Chief Financial Officer
 
 
 Dated:
        October 18, 2005
 *By
        /s/ Ling Wang*
 Name:
        Ling Wang
 Title:
        Director
 
 
 Dated:
        October 18, 2005
 *By
        /s/ De Lin Yang*
 Name:
        De
        Lin Yang
 Title:
        Director
 
 
  
  Dated:
        October 18, 2005
 *By
        /s/ Zhi Yong Jiang*
 Name:
        Zhi
        Yong Jiang
 Title:
        Director
 
 
 Dated:
        October 18, 2005
 *By
        /s/ Qi Xue*
 Name:
        Qi
        Xue
 Title:
        Director
 
 
 Dated:
        October 18, 2005
 *By
        /s/ Feng Ju Chen*
 Name:
        Feng Ju Chen
 Title:
        Director