U.S. SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(X)     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR 15(d) OF THE SECURITIES
        EXCHANGE  ACT  OF  1934

(   )   TRANSACTION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934

For  Quarter  Ended:                           Commission  File  Number:
  June  25,  2002
                              NEW DRAGON ASIA CORP.
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

     FLORIDIA                                               88-0404114
-----------------                                -------------------------------
(State  or  other  jurisdiction  of     (IRS  Employer  Identification  Number)
incorporation  or  organization)

                          Room 1304 13/F Wing On Centre
                            111 Connaght Road Central
                          Sheung Wan, Hong Kong  33301
--------------------------------------------------------------------------------
(Address  of  Principal  Executive  Offices)              (Zip  Code)

                                 (852) 2815-9892
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file such reports) and (2) has been subject to filing requirements
for  the  past  90  days.
                                Yes  X     No
                                   ----       ----

The  number  of  shares  of  Common  Stock  outstanding  as of June 25, 2002 was
40,911,242.

Transitional  Small Business Disclosure Format (check one):  Yes      No  X
                                                                 ----    ----
<PAGE>

ITEM  1.  FINANCIAL  STATEMENTS

                     NEW DRAGON ASIA CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                       (THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>


                                                                          AS OF
                                                                -----------------------------
                                                                   JUNE 25,     DECEMBER 25,
                    A S S E T S                                      2002           2001
                                                                 (Unaudited)
                                                                -------------  --------------
<S>                                                             <C>            <C>
Current Assets:
  Cash and bank deposits                                         $      2,486   $       1,293
  Accounts receivable, net of allowance for doubtful accounts
  of $287 at June 25, 2002 and $281 at December 25, 2001                5,454           5,110
  Other receivables, deposits and prepayments                           1,225           1,048
  Inventories                                                           6,673           6,264
  Due from related companies                                            2,225           1,704
                                                                -------------  --------------
   Total current assets                                                18,063          15,419

Property, machinery and equipment, net                                 23,072          23,728
Investment                                                                  -              72
                                                                -------------  --------------
   Total assets                                                  $     41,135   $      39,219
                                                                =============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Short-term borrowings                                           $      4,217   $      3,554
 Accounts payable and accrued liabilities                               6,417          4,178
 Taxes payable                                                          2,589          2,130
 Due to related companies                                               3,579          3,784
                                                                -------------  --------------
   Total current liabilities                                           16,802         13,646

Due to an immediate parent company                                      5,114          7,044
Due to joint venture partners                                           4,273          4,996
                                                                -------------  --------------
   Total liabilities                                                   26,189         25,686

Stockholders' equity:
  Common stock, authorized - 107,000 shares, issued and
  outstanding - 40,911 at June 25, 2002 and December 25,
  2001                                                                     40             40
 Additional paid-in-capital                                             8,096          8,096
 Retained earnings                                                      6,810          5,397
                                                                -------------  --------------
   Total stockholders' equity                                          14,946         13,533
                                                                -------------  --------------

   Total liabilities and stockholders' equity                     $    41,135   $     39,219
                                                                =============  ==============

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

</TABLE>
<PAGE>
                     NEW DRAGON ASIA CORP. AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                       (THOUSANDS, EXCEPT PER SHARE DATA)
                                   (UNAUDITED)



<TABLE>
<CAPTION>

                                   THREE MONTHS ENDED        SIX MONTHS ENDED
                                  ----------------------- -----------------------
                                    JUNE 25,   JUNE 25,     JUNE  25, JUNE  25,
                                      2002       2001        2002       2001
                                  ----------------------- -----------------------

<S>                                <C>          <C>       <C>          <C>
Net sales                           $ 7,498     $ 5,917    $ 14,391    $ 13,304

Cost of goods sold                   (6,098)     (4,870)    (11,622)    (10,826)
                                     ---------  ---------  ---------   ---------
Gross profit                          1,400       1,047       2,769       2,478


Selling and distribution expenses      (309)      (168)        (556)       (486)

General and administrative
expenses                               (105)      (106)        (427)       (460)
                                     ---------  ---------  ---------   ---------
Income from operations                  986        773        1,786       1,532

Other income and expenses:
   Interest expense                     (88)       (51)        (149)       (189)
   Interest income                       46         38           90          67
   Other income                          (4)         -            1           -
                                     ---------  ---------  ---------   ---------
Income before provision for
income taxes                            940        760        1,728       1,410

Provision for income taxes             (166)       (47)        (315)       (103)
                                     ---------  ---------  ---------   ---------
Net income                          $   774    $   713     $  1,413    $  1,307
                                     =========  =========  =========   =========
Basic and diluted earnings per
common share                        $ 0.019    $ 0.017     $  0.035    $  0.032
                                     =========  =========  =========   =========
Weighted average shares used
to compute basic and diluted
net income per common share          40,911     40,911       40,911     40,911
                                     =========  =========  =========   =========

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

</TABLE>
<PAGE>
                     NEW DRAGON ASIA CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (THOUSANDS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                           SIX  MONTHS  ENDED
                                                       -------------------------
                                                          JUNE 25,     JUNE 25,
2001
                                                       ------------ ------------

<S>                                                      <C>          <C>

Cash flows from operating activities:
 Net income                                              $   1,413    $ 1,307
 Adjustments to reconcile net income to net cash
   provided by operating activities:
   Amortization and depreciation                               862        507
   Loss on disposal of machinery and equipment                   2          -
   Provision for bad debts                                       6          2
   Effect on exchange difference                                 -         24
   Changes in assets and liabilities:
     Accounts receivable, net                                 (350)    (1,482)
     Other receivables, deposits and prepayments              (177)        67
     Inventories                                              (409)     3,180
     Accounts payable and accrued liabilities                2,239     (1,911)
     Tax payables                                              459        548
                                                       ------------ ----------
Net cash provided by operating activities                    4,045      2,242
                                                       ------------ ----------
Cash flows from investing activities:
 Due from related companies                                   (521)         -
 Due to related companies                                     (205)         -
 Decrease in investment                                         72
   Proceeds from sale property, machinery and equipment          5          -
 Purchases of property, machinery and equipment               (213)      (738)
                                                       ------------ ----------
Net cash used in investing activities                         (862)      (738)
                                                       ------------ ----------
Cash flows from financing activities:
 Proceeds from short-term borrowings                         2,290      1,206
   Payments on short-term borrowings                        (1,627)    (3,195)
 Net increase in due to an immediate parent company         (1,930)     2,482
 Net decrease in due to joint venture partners                (723)    (1,596)
                                                       ------------ ----------
Net cash used in financing activities                       (1,990)    (1,103)
                                                       ------------ ----------
Net increase in cash and bank deposits                       1,193        401

Cash and bank deposits at the beginning of the period        1,293      1,015
                                                       ------------ ----------
Cash and bank deposits at the end of the period          $   2,486    $ 1,416
                                                       ============ ==========

</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.
<PAGE>
                     NEW DRAGON ASIA CORP. AND SUBSIDIARIES

                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(ALL INTERIM INFORMATION RELATING TO THE THREE- AND SIX-MONTH PERIODS ENDED JUNE
25,  2002  AND  2001  IS  UNAUDITED)

NOTE  1  -  ORGANIZATION  AND  NATURE  OF  OPERATIONS

     New Dragon Asia Corporation (formerly Bio-Aqua Systems, Inc.) and its
     subsidiaries (the "Group" or "NDAC"), a United States corporation
     incorporated in the State of Florida, is principally engaged in the
     manufacturing, marketing and distribution of instant noodles and flour in
     the People's Republic of China ("PRC"). NDAC has its principal offices in
     Hong Kong. The group of NDAC is composed of four limited liability
     companies, incorporated under the laws of the British Virgin Islands (BVI).

     Prior to December 2001, Bio-Aqua Systems, Inc. ("Bio-Aqua") owned majority
     interests in Tepual, S.A. and Krisel, S.A., Chilean corporations
     principally engaged in the business of (1) research, consulting,
     development and control of the production of meals for feed used by the
     aquaculture, poultry and cattle farming industries, (2) sales of vaccine
     products, and (3) krill fishing in Uruguay.

     Due  to  lack  of working capital, Bio-Aqua suspended all of its operations
     during  2001.  On  August  7,  2001, it was announced that it would seek to
     divest  its current operations and acquire a new operating company with the
     goal  of  enhancing  shareholder  value.

     On  December 13, 2001 Bio-Aqua entered into a Share Exchange Agreement with
     Max  Rutman, Flagship Import Export LLC, a Nevada limited liability company
     and New Dragon Asia Food Limited, a company organized under the laws of the
     British  Virgin Islands. Pursuant to the Share Exchange Agreement, Bio-Aqua
     acquired  from  New Dragon Asia Food Limited all of its equity interests of
     four companies organized under the laws of the British Virgin Islands (each
     a  "Subsidiary" and, collectively the "Subsidiaries") each of which in turn
     holds  an  interest  in a separate sino-foreign joint venture, which equity
     interests constituted all of the issued and outstanding equity interests of
     the  Subsidiaries  in exchange for 37,963,263 shares of common stock of the
     Registrant  (the "Share Exchange").

     Upon  the  closing  of  the share exchange, Max Rutman, Nestor Lagos, Pedro
     Sayes  and  Oscar  Cornejo  resigned  from  the  board  of directors and on
     December 14, 2001 Xue Jun Song, Man Fai Leung, Shu Hua Zhang and Wing Leung
     Lai  became  members  of  Bio-Aqua's board of directors. The directors then
     elected Wing Leung Lai as the Chief Financial Officer, Shu Hua Zhang as the
     Deputy  General  manager  and  Xue Jun Song as the Chief Executive Officer.

     As  conditions  of  the  Share  Exchange Agreement, the Company amended its
     Articles  of  Incorporation  to:

     1)   Change  the  name  of  the  Company  to  New  Dragon  Asia  Corp.

     2)   To  increase  its  authorized  capital  stock  to  107,000,000 shares,
          increasing  the authorized Class A common stock to 100,000,000 shares.

     3)   Max  Rutman  (through his ownership interest in Flagship Import Export
<PAGE>
          LLC)  and  Atik  S.A.,  owners  of all 1,700,000 shares of the Class B
          common  stock,  have agreed to convert their Class B shares to Class A
          common  stock.  Immediately  after  the  share exchange, Bio-Aqua will
          carry  on  New Dragon Asia Food Group's business, under the leadership
          of  New  Dragon  Asia  Food  Group's  current  management.



          NOTE  1  -  ORGANIZATION  AND  NATURE  OF  OPERATIONS  (CONTINUED)

          New  Dragon  Asia  Food  Limited  and its subsidiaries (the "Group" or
          "NDAC")  a  United  States  corporation  incorporated  in the State of
          Florida,  is  principally  engaged in the manufacturing, marketing and
          distribution  of instant noodles and flour in the People's Republic of
          China  ("PRC").

          In  connection  with  the  terms  and  provisions  of  the amended and
          restated  exchange  agreement,  of  the  38,163,263  shares  issued in
          connection with the Share Exchange Bio-Aqua issued 1,335,912 shares of
          restricted  common  stock  to  investment  advisors  and  attorneys in
          connection with services rendered to effectuate the Share Exchange. At
          the  date  of issuance of the shares, the AMEX market quotation of the
          stock  was  $3.00  per  share. NDAC included these costs approximating
          $3,134,000  in  other  expenses in the December 25, 2001 statements of
          consolidated operations and comprehensive income, computed utilizing a
          20%  discount of the above AMEX market quotation due to the restricted
          nature  of  the  stock.

          The  Group is subject to, among others, the following operating risks:

          COUNTRY  RISK  - As all of the Group's operations are conducted in the
          PRC,  the  Group  is subject to special considerations and significant
          risks  not  typically  associated  with  companies  operating in North
          America and Western Europe. These include risks associated with, among
          others,  the  political,  economic  and legal environments and foreign
          currency  exchange.  The  Group's results may be adversely affected by
          changes  in  the  political  and  social conditions in the PRC, and by
          changes in governmental policies with respect to laws and regulations,
          anti-inflationary measures, currency conversion and remittance abroad,
          and  rates  and  methods  of  taxation,  among  other  things.

          In  addition,  all  of  the Group's revenue is denominated in Renminbi
          ("RMB")  which  must  be  converted  into  other  currencies  before
          remittance  out  of  the  PRC. Both the conversion of RMB into foreign
          currencies  and  the  remittance  of foreign currencies abroad require
          approvals  of  the  PRC  government.

          OPERATING  RISK  -  The  Group  conducts  its  manufacturing and sales
          operations  through  joint  ventures established between the Group and
          certain  PRC  parties.  Any  deterioration  of  these  strategic
          relationships  may  have  an  adverse  effect on the operations of the
          Group.

            Details of the companies comprising the Group are as follows:

<TABLE>
<CAPTION>

                                                                     Percentage of
                                  Domicile and                      Equity Interest
                                    Date of             Paid-Up     Attributable to       Principle
     Name                         Incorporation         Capital        the Group          Activities
------------------------       -------------------   ------------  ----------------  -------------------

<S>                              <C>                       <C>         <C>           <C>

Mix Creation                     The British Virgin        US$1        100%          Investment holding
Limited                               Islands
("MC") (a)                       November 7, 1997
New Dragon Asia Flour            The PRC                   KMB         90%           Manufacture,
Flour                                                                                marketing
(Yantai) Company                 August 13, 1999        28,000,000                   and distribution of
Limited                                                                              flour
("NDAFLY")
Rich Delta Limited               The British Virgin        US$1        100%          Investment holding
                                      Limited
("RD") (a)                        October 28, 1998
New Dragon Asia                       The PRC              RMB          90% (c)      Manufacture,
Food                                                                                 marketing
(Yantai) Company Limited         December 24, 1998      17,462,000                   and distribution of
("NDAFY")                                                                            instant noodles
Noble Point Limited              The British Virgin        US$1        100%            Investment holding
                                       Islands
("NP") (a)                       October 29, 1998
 New Dragon Asia                       The PRC              RMB         90% (c)      Manufacture,
 Food                                                                                marketing
(Dalian) Company                 December 25, 1998       17,430,000                  and distribution of
Limited
("NDAFD")                                                                            instant noodles
Keen General                     The British Virgin        US$1        100%          Investment holding
Limited                                Islands
("KG") (a)                          July 20, 1998
Sanhe New Dragon                       The PRC             RMB          80% (c)      Manufacture,
Asia                                                                                 marketing
Food Company                      December 25, 1998      51,191,432                  and distribution of
Limited
("SNDAF")                                                                            instant noodles
</TABLE>



     (a)  MC,  RD,  NP  and  KG are wholly owned by New Dragon Asia Food Limited
          ("NDAFL")  a company incorporated in the British Virgin Islands. NDAFL
          is  51%  owned  by New Dragon International Investment Limited and 49%
          owned  by Long Feng Food (Overseas) Company Limited, both incorporated
          in  the  British  Virgin  Islands,  through  a  number of intermediate
          holding  companies.
     (b)  NDAFLY  is  a  contractual  joint venture established in the PRC to be
          operated  for  50  years  until August 13, 2049. In September 2000, MC
          contributed  90%  of the registered capital to NDAFLY. Under the joint
          venture  agreement  dated  June 1, 1999 and the supplemental agreement
          dated  June 26, 1999, the Chinese joint venture partner is entitled to
          receive  a  pre-determined  annual  fee and is not responsible for any
          profit  or loss to NDAFLY effective from June 26, 1999. In view of the
          profit  sharing  arrangement  NDAFLY  is regarded as 100% owned by the
          Group.
     (c)  NDAFY,  NDAFD  and SNDAF are contractual joint ventures established in
          the  PRC to be operated for 50 years until December 24, 2048. In March
          1999, RD and NP contributed 90% of the registered capital to NDAFY and
          NDAFD,  respectively,  while  KG  contributed  80%  of  the registered
          capital  to  SNDAF.  Under the joint venture agreements dated November
          28,  1998  and the supplemental agreement dated December 26, 1998, the
          PRC  joint  venture  partner  is  entitled to receive a pre-determined
          annual  fee  and  is  not responsible for any profit or loss of NDAFY,
          NDAFD  and  SNDAF  effective  from  December  26, 1998. In view of the
          profit  sharing  arrangements,  NDAFY, NDAFD and SNDAF are regarded as
          100%  owned  by  the  Group.

NOTE  2  -  BASIS  OF  PRESENTATION
<PAGE>
          The  unaudited  consolidated  financial  statements  include  the
          consolidated  financial  statements of MC and its subsidiary (NDAFLY),
          RD  and  its  subsidiary (NDAFY), NP and its subsidiary (NDAFD) and KG
          and  its  subsidiary  (SNDAF),  as  they are enterprises controlled by
          NDAFL. All significant intra-group balances and transactions have been
          eliminated  in  consolidation.

          The  financial  statements were prepared in accordance with accounting
          principles  generally  accepted in the United States of America ("U.S.
          GAAP").  The  preparation  of  financial statements in conformity with
          U.S.  GAAP  requires management to make estimates and assumptions that
          affect  the reported amounts of assets and liabilities, the disclosure
          of  contingent  assets and liabilities as of the date of the financial
          statements  and  the  reported amounts of revenues and expenses during
          the  report  period. Actual results could differ from those estimates.
          U.S. GAAP differs from that used in the statutory financial statements
          of  the major operating subsidiaries of the Group, which were prepared
          in  accordance  with  the relevant accounting principles and financial
          reporting  regulations  applicable  to  joint  venture  enterprises as
          established  by the Ministry of Finance of the PRC. Certain accounting
          principles  stipulated  under U.S. GAAP are not applicable in the PRC.

          The  accompanying  unaudited  consolidated financial statements, which
          are  for  interim  periods, do not include all disclosures provided in
          the  annual  consolidated  financial  statements.  These  unaudited
          consolidated  financial  statements should be read in conjunction with
          the  consolidated  financial  statements  and  the  footnotes  thereto
          contained  in  the  Annual  Report  on  Form 10-KSB for the year ended
          December  25, 2001 of New Dragon Asia Corp. and Subsidiaries, as filed
          with  the Securities and Exchange Commission. The summary December 25,
          2001  balance  sheet  was  derived from audited consolidated financial
          statements, but does not include all disclosures required by generally
          accepted  accounting  principles.

          In the opinion of the Company, the accompanying unaudited consolidated
          financial  statements  contain  all adjustments (which are of a normal
          recurring  nature)  necessary for a fair presentation of the financial
          statements.  The  results  for  interim  periods  are  not necessarily
          indicative  of  results  to  be expected for the complete fiscal year.

NOTE  3  -  INVENTORIES
      Inventories  consist  of  the  following  (in  thousands):

                                    June  25,    December  25,
                                                     2002           2001
                                   ---------     ---------
               Raw  materials      $  3,635      $  3,730
               Finished  goods        3,038         2,534
                                   ---------     ---------
                                   $  6,673      $  6,264
                                   =========     =========

NOTE  4  -  EARNINGS  PER  SHARE  -  BASIC

          Basic earnings per common share ("EPS") is computed by dividing income
          available  to  common  stockholders  by the weighted-average number of
          common  shares  outstanding for the period. Diluted earnings per share
          reflects  the  potential  dilution  that  could occur if securities or
          other contracts to issue common stock were exercised or converted into
          common  stock.  As  of  June 25, 2002 and 2001, the diluted share base
          excludes  incremental  shares  relating  to stock options and warrants
          since  their  effect was anti-dilutive. The weighted-average number of
          common  shares  outstanding  for  computing  basic EPS was 40,911,242.

<PAGE>

NOTE  5  -  RELATED  PARTY  TRANSACTIONS

          Parties  are  considered to be related if one party has the liability,
          directly  or  indirectly,  to  control  the  other  party  or exercise
          significant  influence  over  the  other party in making financial and
          operational  decisions.  Parties  are also considered to be related if
          they  are  subject  to common control or common significant influence.

          Particulars  of significant transactions between the Group and related
          companies  are  summarized  below:


<TABLE>
<CAPTION>

                                                                         06/25/02     6/25/2001
                                                                        (US $ '000)  (US $ '000)


<S>                                                                       <C>             <C>
Sale of finished goods to:
  Joint Venture Partner:
    Shandong Long Feng Group Company                                       120            14
  Related Parties:
    New Dragon Asia Food (Luoyang) Company Limited (2)                       -             1
    Shandong Long Feng Penglai Flour Company Limited                         2
    Sanhe (Yantiai) Food Company Limited                                     -             4
    Xinliang Guo Liang Flour Company Limited                                 -             5
Penglai Golden Oean Food                                                   175             -
                                                                          --------------------
                                                                           297            24
                                                                          --------------------
Purchase of raw materials from:
  Joint Venture Partner:
    Shandong Long Feng Group Company                                         5             -
  Related Parties:
    Sanhe (Yantai) Food Company Limited                                     12            14
    Shandong Long Feng Penglai Flour Company Limited (1)                    35           406
    Longkou City Long Feng Colour Printing Packing Factory                 372           316
    Longkou City Long Feng Carton Printing Packing Factory                 178           192
    Xixiang Guo Liang Flour Company                                          -             -
                                                                          --------------------
                                                                           602           928
                                                                          --------------------
</TABLE>

NOTE  6  -  CONTINGENCIES

The  Group  did  not  properly report certain of its tax obligations in Mainland
China  during  the years ended December 25, 2001 and 2000. As a consequence, the
Group  may  be  subject  to additional surcharge or penalties as a result of the
unpaid  taxes in accordance with tax laws in the PRC, of which the amount cannot
be  reasonably  estimated  and is not recorded in the financial statements as of
December  25,  2001  and  2000. In addition, the holding companies of the Group,
namely New Dragon International Investment Limited and Long Feng Food (Overseas)
Company  Limited,  have  agreed  to  indemnify the Group against any liabilities
which  may  arise as a result of the above surcharges or penalties which are not
recorded  in  the  financial  statements  of  the  Group.



<PAGE>







ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS.


     In  addition  to  historical  information,  this  Quarterly Report contains
forward-looking statements.  The forward-looking statements contained herein are
subject  to  certain  risks and uncertainties that could cause actual results to
differ  materially  from  those  reflected  in  the  forward-looking statements.
Factors that might cause such a difference include, but are not limited to those
discussed in this section.  Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the  date hereof.  The Company undertakes no obligation to publicly revise these
forward-looking  statements  to reflect events or circumstances that arise after
the  date thereof.  Readers should carefully review the risks described in other
documents  the  Company files from time to time with the Securities and Exchange
Commission, including the Annual Report on Form 10-KSB for the fiscal year ended
December 25, 2001, the Quarterly Reports on Form 10-QSB filed by the Company and
Current  Reports  on  Form  8-K  by  the  Company.

     The  following  discussion  and analysis should be read in conjunction with
the consolidated financial statements and the notes thereto, included as part of
this  Quarterly  Report.

OVERVIEW

     New  Dragon  Asia  Corp.,  formerly  Bio-Aqua  Systems,  Inc.,  a  Florida
corporation  (the  "Company"),  was incorporated in March 1999.  On December 13,
2001,  we  entered  into  a  Share  Exchange Agreement with Max Rutman, Flagship
Import  Export  LLC, a Nevada limited liability company and New Dragon Asia Food
Limited,  a  company  organized  under  the  laws of the British Virgin Islands.
Pursuant  to  the Share Exchange Agreement, on December 3, 2001 (the "Closing"),
we  acquired  from  New  Dragon Asia Food Limited all of its equity interests of
four  companies  organized  under the laws of the British Virgin Islands (each a
"Subsidiary"  and,  collectively, the "Subsidiaries") each of which in turn hold
an  interest  in  a  separate sino-foreign joint venture, which equity interests
constituted  all  of  the  issued  and  outstanding  equity  interests  of  the
Subsidiaries,  in exchange for 37,963,263 shares of common stock of the Company.
At  the  closing,  the  Company  transferred  all  of  the assets of the Company
immediately prior to the Closing to Mr. Rutman and Mr. Rutman assumed all of the
liabilities  associated  with  the  transferred  assets.

     The  consolidated  financial  statements  are  presented  in  US  dollars.
Transactions  and  monetary  assets  denominated in currencies other than the US
dollars  are  translated  into  US dollars at the respective applicable exchange
rates.  Monetary  assets  and  liabilities  denominated  in other currencies are
translated  into  US  dollars  at the applicable rate of exchange at the balance
sheet  date.  The  resulting exchange gains or losses are credited or charges to
the  consolidated  statements  of  operations.  Currency translation adjustments
arising  from  the  use  of  different  exchange rates from period to period are
included  in  comprehensive  income.

PLAN  OF  OPERATIONS

     Our  current  strategy  is to expand our customer sales base and production
lines.  Plans  for  expansion  on  the existing plants are expected to be funded
through  current  working  capital  from  ongoing  sales.

     Our  long term growth strategy includes strategic acquisition of additional
plants  with  regional brand recognition to increase our market shares in China.
A  significant  acquisition will require additional funds in the form of debt or
equity,  or  a  combination  thereof.  However,  there can be no assurance these
funds  will  be  available.

RESULTS  OF  OPERATIONS
<PAGE>
Six  months  ended  June  25,  2002  compared  to six months ended June 25, 2001
--------------------------------------------------------------------------------

Total  revenue

     Total revenues for the six months ended June 25, 2002 were USD14,391,032 as
compared  to  USD13,303,874,  an  increase  of 8% for the comparable period last
year.  The  increase  is  mainly  due  to additions of two sub-contracting flour
millers.

Net  income

     Net  income  for  the  first half-year of 2002 increased 8% to USD1,413,435
compared  to USD1,307,157 for the corresponding period last year.  Our improving
net  earnings  are due primarily to increasing sales of premium-priced products,
together  with  increases  in  operating  margins reflecting improvements in our
manufacturing  process  over  the  period.

Administrative  and  general  expenses

     Administrative  and general expenses for the six months ended June 25, 2002
decreased  by  7%  to  USD426,213,  compared to USD460,347 for the corresponding
period  in  2001.  The  decrease  was  mainly  due  to  the improved controls on
administrative  overhead  for  the  period.

Selling  and  distribution  expenses

     Selling  and  distribution  expenses for the six months ended June 25, 2002
was  USD556,068  which was comparable to USD486,003 for the corresponding period
of  the  prior  year.  During  the current period, the Company incurred start-up
cost  on  additions  of distribution networks and expenses spent on promotion of
new  products.

Three  months  ended  June 25, 2002 compared to three months ended June 25, 2001
--------------------------------------------------------------------------------

Net  Sales

     Net  Sales  for  the  second  quarter of 2002 increased 27% to USD7,497,900
compared  to  USD5,916,874  for the corresponding quarter of 2001.  The increase
was  attributed  to  a  number  of  factors  including  additions  of production
facilities  in  the existing flour milling factory and two sub-contracting flour
millers  during  2002  which  accounted  for  30% of the increase in capacities,
expansion  of  distribution  networks  and  introduction  of  new  products.

Net  income

     Net  income for the second quarter of 2002 was USD775,056.  This represents
an  increase  of  9%  compared  to  sales  of  the  comparable  quarter of 2001.

Administrative  and  general  expenses

     Administrative  and  general  expenses  decreased  from  USD106,347 for the
second  quarter of 2001 to USD104,564 for the second quarter of 2002, due to the
controls  on  administrative  overhead  for  the  period.

Selling  and  distribution  expenses

     Selling  and distribution expenses increased from USD168,003 for the second
quarter  of  2001  to  USD309,265  for  the corresponding period this year.  The
increase  was attributable to an increase in corresponding revenue and the start
up  cost  of  the  additional  distribution  networks.
<PAGE>
Income  taxes

     The  income of the Company is subject to PRC income taxes at rates from 27%
to  33%  of which 24% to 30% is attributable to the central government and 3% to
the  provincial  government.  On application and approval by the tax bureau, the
PRC subsidiaries within the Group are exempt from state income tax and local tax
in  respect  of  income  earned  for  the first two years of operation, and then
subject  to  a  50%  reduction in state income tax and a full exemption of local
income  tax for the following three years.  The Company and its subsidiaries are
in  different  stages  of  enjoying  the  above  tax  incentive  program.

     The  Group's  companies  that  are  incorporated  under  the  International
Business  Companies Act of the British Virgin Islands are exempt from payment of
the  British  Virgin  Islands  income  tax.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company's  primary  liquidity  needs are to fund inventories, accounts
receivable  and  capital  expenditures.  The  Company  has  financed its working
capital  requirements  through  a  combination  of  internally  generated  cash,
short-term  bank  loans  and  advances  from  affiliates.

     Cash  and  cash  equivalents  were  USD2,485,994 as of June 25, 2002.  This
represents  an  increase  of  USD1,070,087 from June 25, 2001.  The increase was
primarily  due  to a positive cash flow from operating activities and a decrease
in  expenditures  on  investing  activities.    Net  cash  provided by operating
activities for the six months ended June 25, 2002 was approximately USD3,319,000
as  compared  to  net  cash generated from operating activities of approximately
USD2,242,000  for  the  corresponding  period  in 2001.  Net cash flows from the
Company's  operating  activities  are  attributable  to the Company's income and
changes  in  operating  assets  and  liabilities.

     The  Company  used  the  cash  received  from  operating activities to fund
investment  activities  of USD1,837,118 for the six months period ended June 25,
2002.  Construction  in  progress  of  flour  production  equipment valued about
USD1,701,118  was  completed  by  the  end  of 2001 and was transferred to fixed
assets.  Those  fixed  assets  have  been  test-run  and  are  now being used in
production  of  flour.  Negative  cash  flows from financing activities comprise
mostly  the  repayment  of  financing  for  the  previous  construction works in
progress.

     Accounts  receivable  and  accounts  payable  increased  by  7%  and  29%
respectively,  from  December  25,  2001  to  June 25, 2002.  There was a slight
increase  in  accounts  receivable  due  to  our  expansion  of the distribution
networks.  The  increase  in  accounts  payable was mainly due to an increase of
purchase  of raw materials.  The Company evaluates the allowance level from time
to time by applying the Company's provision policy.  Apart from the above, there
has  been no other significant change in financial condition and liquidity since
the  fiscal  year  ended  June  25,  2002.  The Company believes that internally
generated  funds  together  with  available  bank  credit  will be sufficient to
satisfy  its  anticipated  working  capital  needs  for at least the next twelve
months.

INFLATION  AND  CHANGING  PRICES

     The  Company  does  not  foresee  any  adverse effects on its earnings as a
result  of  inflation  or  changing  prices.

FOREIGN  CURRENCY  RISK

     Substantially  all  of  the  revenues  and  expenses  of  the  Company  are
denominated  in  Renminbi, which is the official currency of China.  However, we
use the United States dollar for financial reporting purposes.  With effect from
1st  January,  1994,  pursuant to the reforms of foreign exchange, conversion of
Renminbi  into  foreign  currencies  is  regulated by the People's Bank of China
through  a  unified  floating exchange rate system.  Although the PRC government
has  stated  its  intention  to  support  the value of Renminbi, there can be no
assurance  that  such  exchange  rate  will  not  again  become volatile or that
Renminbi  will  not  devalue significantly against the US dollar.  Exchange rate
fluctuations  may adversely affect the value, in US dollar terms, of the Group's
net  assets  and  income  derived  from  its  operations  in  the  PRC.
<PAGE>


RECENTLY  ISSUED  ACCOUNTING  STANDARDS

In  July  2001,  The Financial Accounting Standards Board (" FASB" ) issued SFAS
No.  141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets. SFAS No. 141 requires that the purchase method of accounting be used for
all  business  combinations  initiated  after  June  30,  2001.  Use  of  the
pooling-of-interests  method  will  be  prohibited after that date. SFAS No. 142
changes  the accounting for goodwill and intangible assets with indefinite lives
from  an  amortization  method  to  an  impairment-only  approach  and  requires
intangible  assets  with  finite  lives to be amortized over their useful lives.
Thus,  amortization of goodwill and intangible assets with indefinite lives will
cease  upon adoption of the statement. SFAS No. 142 is required to be applied in
fiscal  years  beginning  after December 15, 2001. Upon the adoption of SFAS No.
142,  the  Group  will  not amortize goodwill and instead will conduct an annual
impairment  test  of  the remaining goodwill. The Group does not expect that the
adoption  of  SFAS  No.  141,  or SFAS No. 142 will have a significant immediate
impact  on  the  financial  condition  or  results  of  operations of the Group.

     In  October  2001, the Financial Accounting Standards Board issued SFAS No.
144, " Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS No.
144 supersedes SFAS No. 121. SFAS No. 144 primarily addresses significant issues
relating  to the implementation of SFAS No. 121 and develops a single accounting
model  for  long-lived assets to be disposed of, whether primarily held, used or
newly  acquired.  The  provisions  of  SFAS No. 144 will be effective for fiscal
years  beginning  after  December  15,  2001. The Group will adopt this standard
January  1,  2002.

<PAGE>



                           PART II.  OTHER INFORMATION
Item  1.     Legal  Proceedings
             None.

Item  2.     Changes  in  Securities  and  Use  of  Proceeds.

             None.

Item  3.     Defaults  Upon  Senior  Securities

             None.

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders

             None.

Item  5.     Other  Information

             None.

Item  6.     Exhibits  and  Reports  on  Form  8-K

            (a)     Exhibits:

             Exhibit 99.1:  Sarbanes Oxley Certification

            (b)     Reports  on  Form  8-K:

            None.

<PAGE>
                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated:  August  15,  2002
                                            NEW  DRAGON  ASIA  CORP.


                                            By:  /s/  Willie  Lai
                                                 -------------------------------
                                            Name:  Willie  Lai
                                            Title:      President  and  Director


<PAGE>