UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                 For the quarterly period ended: March 25, 2005

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

                             Commission File Number:

                              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)


           36/F, NEWS BUILDING, 2 SHEN NAN ZHONG ROAD,
                          SHENZHEN, PRC                        518027
--------------------------------------------------------------------------------
             (Address of Principal Executive Offices)        (Zip Code)

                               (86 755) 2595-1100
--------------------------------------------------------------------------------
              (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 [_]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-12 of the Exchange Act):  Yes [_]   No [X]

The  number  of  shares of Common  Stock  outstanding  as of March 25,  2005 was
45,061,242.


                                      -1-
<PAGE>

                              NEW DRAGON ASIA CORP.

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED MARCH 25, 2005

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I:    FINANCIAL INFORMATION

ITEM 1.    Consolidated Financial Statements:

           Consolidated Balance Sheets as of March 25, 2005 (unaudited) and
           December 25, 2004                                                   3

           Consolidated Statements of Operations (unaudited) for the three
           months ended March 25, 2005 and 2004                                4

           Consolidated Statements of Cash Flows (unaudited) for the three
           months ended March 25, 2005 and 2004                                5

           Notes to Consolidated Financial Statements (unaudited)              6

ITEM 2.    Management's Discussion and Analysis of Financial Condition and
           Results of Operations                                               8

ITEM 3.    Quantitative and Qualitative Disclosures About Market Risk         16

ITEM 4.    Controls and Procedures                                            17

PART II:   OTHER INFORMATION

ITEM 1.    Legal Proceedings                                                  18

ITEM 2.    Changes in Securities and Use of Proceeds                          18

ITEM 3.    Defaults Upon Senior Securities                                    18

ITEM 4.    Submission of Matters to a Vote of Security Holders                18

ITEM 5.    Other Information                                                  18

ITEM 6.    Exhibits and Reports on Form 8-K                                   18

SIGNATURES                                                                    19

EXHIBITS


                                      -2-
<PAGE>

                          PART I: FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

                     NEW DRAGON ASIA CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

                    (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
                                                                 MARCH 25,   DECEMBER 25,
                                                                   2005         2004
                                                                ----------   ----------
                                                                (Unaudited)
<S>                                                             <C>          <C>
ASSETS

Current Assets:
    Cash and cash equivalents                                   $      267   $      219
    Accounts receivable, net                                         6,197        6,414
    Deposits and prepayments, net                                    4,591        2,520
    Inventories, net                                                 4,635        3,990
    Due from related companies                                         854        1,183
                                                                ----------   ----------
      Total current assets                                          16,544       14,326

Property, machinery and equipment, net                              15,837       16,098
Land use rights, net                                                 3,794        3,822
                                                                ----------   ----------
      Total assets                                              $   36,175   $   34,246
                                                                ==========   ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable                                            $    3,406   $    2,696
    Other payables and accruals                                      2,178        1,898
    Taxes payable                                                    2,028        1,491
    Due to related companies                                           728          831
                                                                ----------   ----------
      Total current liabilities                                      8,340        6,916

Due to parent company                                                  306          303
Due to joint venture partners                                           65          110
                                                                ----------   ----------
      Total liabilities                                              8,711        7,329
                                                                ----------   ----------

Minority interests                                                      41           82
                                                                ----------   ----------
Stockholders' equity:
    Common stock, par value $0.0001; 107,000,000 shares
      authorized; 45,061,242 shares issued and outstanding
      at March 25, 2005 and December 25, 2004                            4            4
    Additional paid-in-capital                                       9,909        9,909
    Retained earnings                                               17,510       16,922
                                                                ----------   ----------
      Total stockholder's equity                                    27,423       26,835
                                                                ----------   ----------
      Total liabilities and stockholders' equity                $   36,175   $   34,246
                                                                ==========   ==========
</TABLE>


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

                                      -3-
<PAGE>


                     NEW DRAGON ASIA CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

            (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA; UNAUDITED)


                                                           THREE MONTHS ENDED
                                                                MARCH 25,
                                                         ----------------------
                                                           2005          2004
                                                         --------      --------
Revenue                                                  $  8,282      $  7,398
Cost of goods sold                                         (6,790)       (6,065)
                                                         --------      --------
Gross profit                                                1,492         1,333
Selling and distribution expenses                            (121)         (389)
General and administrative expenses                          (573)         (661)
                                                         --------      --------
Income from operations                                        798           283
Other income (expenses):
  Interest expense                                             --           (39)
  Interest income                                              --            12
  Other income                                                  2           328
                                                         --------      --------
Income before taxes                                           800           584
Provision for income taxes                                   (253)         (246)
                                                         --------      --------
Income before minority interests                              547           338
Minority interests                                             41            --
                                                         --------      --------
Net income                                               $    588      $    338
                                                         ========      ========
Basic and diluted earnings per common share              $   0.01      $   0.01
                                                         ========      ========
Weighted average common shares outstanding                 45,061        45,061
                                                         ========      ========


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

                                      -4-
<PAGE>

                     NEW DRAGON ASIA CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        (AMOUNTS IN THOUSANDS, UNAUDITED)

<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                       MARCH 25,
                                                                ----------------------
                                                                  2005          2004
                                                                --------      --------
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                      $    588      $    338
Adjustments to reconcile net income to net cash provided by
operating activities:
  Minority interest                                                  (41)           --
  Depreciation and amortization                                      297           310
  Gain on sale of machinery and equipment                             --           (16)
  Allowance for doubtful accounts                                     86           396
Changes in operating assets and liabilities:
  Accounts receivable                                                131           652
  Deposits and prepayments                                        (2,071)       (1,661)
  Inventories                                                       (645)          803
  Due from related parties                                           329             4
  Accounts payable                                                   710          (654)
  Other payables and accruals                                        280            21
  Taxes payable                                                      537          (105)
                                                                --------      --------
Net cash provided by operating activities                            201            88
                                                                --------      --------

CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in amounts due from related companies                      (103)         (252)
Proceeds from disposal of property, machinery and equipment           --            22
Purchases of property, machinery and equipment                        (8)           (1)
                                                                --------      --------
Net cash (used in) investing activities                             (111)         (231)
                                                                --------      --------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term borrowings                                   --           602
Repayments of short-term borrowings                                   --          (626)
Due to parent company                                                  3          (188)
Due to joint venture partners                                        (45)         (825)
                                                                --------      --------
Net cash used in financing activities                                (42)       (1,037)
                                                                --------      --------
Net increase (decrease) in cash and cash equivalents                  48        (1,180)
Cash and cash equivalents at the beginning of the period             219         1,783
                                                                --------      --------
Cash and cash equivalents at the end of the period              $    267      $    603
                                                                ========      ========
</TABLE>

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

                                      -5-
<PAGE>

                     NEW DRAGON ASIA CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              (AMOUNTED IN THOUSANDS, EXCEPT SHARE DATA; UNAUDITED)

NOTE 1.  ORGANIZATION AND NATURE OF OPERATIONS

         New Dragon Asia Corp., a United States corporation  incorporated in the
         State of  Florida,  is  principally  engaged in the  milling,  sale and
         distribution of flour and related products,  including instant noodles,
         to retail and wholesale customers  throughout China through its foreign
         subsidiaries  in China  (collectively  the  "Company").  The Company is
         headquartered  in Shandong  Province,  the  People's  Republic of China
         ("PRC")  and  has  its   corporate   office  in   Shenzhen,   and  five
         manufacturing plants in Yantai, Beijing and Penglai.

NOTE 2.  BASIS OF PRESENTATION

         The accompanying consolidated financial statements include the accounts
         of  New  Dragon  Asia  Corp.  and  its  subsidiaries.  All  significant
         intra-group   balances  and   transactions   have  been  eliminated  in
         consolidation.  These financial  statements are unaudited.  However, in
         the  opinion  of  management,  the  consolidated  financial  statements
         include  all   adjustments,   consisting  of  only  normal,   recurring
         adjustments, necessary for their fair presentation. Interim results are
         not  necessarily  indicative of results  expected for a full year.  The
         accompanying  unaudited  consolidated  financial  statements  have been
         prepared  in  accordance  with  the  instructions  for Form  10-Q  and,
         therefore, do not include all information and footnotes necessary for a
         complete  presentation of the operations,  financial  position and cash
         flows of the Company in conformity with generally  accepted  accounting
         principles.  These  statements  should be read in conjunction  with the
         Company's  Annual  Report on Form 10-K for the year ended  December 25,
         2004.

         The consolidated  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  amount of assets and liabilities
         and disclosure of contingent assets and liabilities at the dates of the
         financial  statements and the reported amounts of revenues and expenses
         during  the  reporting  periods.  Although  management  believes  these
         estimates and  assumptions  are adequate,  actual  results could differ
         from the estimates and  assumptions  used.  U.S. GAAP differs from that
         used in the  statutory  financial  statements  of the  major  operating
         subsidiaries of the Company, which were prepared in accordance with the
         relevant accounting  principles and financial reporting  regulations in
         the PRC. Certain accounting  principles  stipulated under U.S. GAAP are
         not applicable in the PRC.

         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.  There are no material
         exchange  differences  as a result  of the  stability  of the  Renminbi
         ("RMB")  during  the  periods  covered  by the  consolidated  financial
         statements.


                                      -6-
<PAGE>

NOTE 3.  ACCOUNTS RECEIVABLE

        Accounts receivable consisted of the following:

                                                         MARCH 25,  DECEMBER 25,
                                                           2005        2004
                                                         --------   -----------
                                                        (Unaudited)

           Accounts receivable                           $  7,058    $  7,189
           Less: Allowance for doubtful accounts             (861)       (775)
                                                         --------    --------
                                                         $  6,197    $  6,414
                                                         ========    ========

NOTE 4.  INVENTORIES

        Inventories consisted of the following:

                                                         MARCH 25,  DECEMBER 25,
                                                           2005        2004
                                                         --------   -----------
                                                        (Unaudited)

           Raw materials (including packing materials)   $  3,377    $  2,812
           Finished goods                                   1,777       1,725
                                                         --------    --------
                                                            5,154       4,537
           Less: Provision for inventory obsolescence        (519)       (547)
                                                         --------    --------
                                                         $  4,635    $  3,990
                                                         ========    ========

NOTE 5.  PROPERTY, MACHINERY AND EQUIPMENT

        Property, machinery and equipment consisted of following:

                                                         MARCH 25,  DECEMBER 25,
                                                           2005        2004
                                                         --------   -----------
                                                        (Unaudited)

           Buildings                                     $  9,277    $  9,415
           Machinery and equipment                         12,086      11,940
                                                         --------    --------
                                                           21,363      21,355
            Less: Accumulated depreciation and
              amortization                                 (5,526)     (5,257)
                                                         --------    --------
                                                         $ 15,837    $ 16,098
                                                         ========    ========

NOTE 6.  INCOME TAXES

         The PRC subsidiaries within the Company are subject to PRC income taxes
         on an  entity  basis  on  income  arising  in or  derived  from the tax
         jurisdiction in which they operate,  ranging from 27% to 33%. The group
         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.


                                      -7-
<PAGE>

NOTE 7. EARNINGS PER SHARE

         The  Company   follows  SFAS  No.128,   "Earnings  Per  Share",   which
         establishes standards for the computation,  presentation and disclosure
         requirements for basic and diluted earnings per share for entities with
         publicly held common shares and potential common stocks. Basic earnings
         per share are computed by dividing  net income by the weighted  average
         number of common shares outstanding.  In computing diluted earnings per
         share, the weighted average number of shares outstanding is adjusted to
         reflect the effect of potentially  dilutive  securities,  such as stock
         options.

NOTE 8. RELATED PARTY TRANSACTIONS

        Parties  are  considered  to be  related  if one party has the  ability,
        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:

                                                            THREE MONTHS ENDED
                                                                 MARCH 25,
                                                        ------------------------
                                                           2005        2004
                                                        ----------- ------------
                                                        (Unaudited) (Unaudited)
           PURCHASE OF RAW MATERIALS FROM:
                                                        ----------- ------------
           Longkou City Longfeng Packing Manufacturing
             Factory                                     $     6     $    84
                                                        =========== ============

         The  amounts due  from  and due to  related  companies  are  unsecured,
         non-interest bearing and repayable upon demand.

NOTE 9. SUBSEQUENT EVENT

         On April 27, 2005,  the Company  acquired a 10-year lease  agreement of
         plant and machinery  utilized for the  production  for soy bean protein
         powder  and soy bean  milk  powder  from a  state-owned  enterprise  in
         Shandong.  The lease payment amounted to $176 per annum and the related
         lease commitment for the 10-year term amounted to $1,760.

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

In addition to historical  information,  the matters discussed in this Form 10-Q
contain   forward-looking   statements  that  involve  risks  or  uncertainties.
Generally,  the  words  "believes,"   "anticipates,"  "may,"  "will,"  "should,"
"expect,"  "intend,"  "estimate,"  "continue,"  and similar  expressions  or the
negative   thereof  or   comparable   terminology   are   intended  to  identify
forward-looking  statements.  Such  statements  are subject to certain risks and
uncertainties,  including  the matters set forth in this report or other reports
or documents we filed with the Securities and Exchange  Commission  from time to
time,  which could cause actual  results or outcomes to differ  materially  from
those  projected.  Undue reliance should not be placed on these  forward-looking
statements which speak only as of the date hereof. We undertake no obligation to


                                      -8-
<PAGE>

update these  forward-looking  statements.  Readers should  carefully review the
risks  described in other documents the Company filed from time to time with the
Securities and Exchange Commission, including the Annual Report on Form 10-K for
the fiscal year ended  December 25,  2004,  the  Quarterly  Reports on Form 10-Q
filed by the Company and Current Reports on Form 8-K by the Company.  References
in this filing to the  "Company",  "Group",  "we",  "us", and "our" refer to New
Dragon Asia Corp. and its subsidiaries.

OVERVIEW

Headquartered in Shandong Province, PRC, New Dragon Asia Corp. is engaged in the
milling, sale and distribution of flour and related products,  including instant
noodles, to retail and wholesale  customers  throughout China. With a well known
brand name called LONGFENG, we market our well-established  product line through
a countrywide  network of 200+ key  distributors  and 16 regional  offices in 27
Chinese provinces.  We have five  manufacturing  plants in PRC with an aggregate
annual  production   capacity  of  approximately   110,000  tons  of  flour  and
approximately 1.1 billion packets of instant noodles.

OPERATION PLAN

Our current strategies are: (1) to expand our customer base and production lines
and (2) to acquire additional plants with regional brand recognition to increase
our  market  share in China.  Plans for  expansion  of the  existing  plants are
expected to be funded  through  current  working  capital from ongoing  sales. A
significant  acquisition  will require  additional  funds in the form of debt or
equity, or a combination of both. However, there can be no assurance these funds
will be available.

SIGNIFICANT ESTABLISHMENT, ACQUISITION AND DISPOSAL

Soy Bean Plant Lease

On April 27, 2005, the Company  acquired a 10-year lease  agreement of plant and
machinery  utilized for the  production  for soy bean - derived  products from a
state-owned  enterprise  in Shandong.  The Company  commenced  soy bean business
effective May 1, 2005.

RESULTS OF OPERATIONS

REVENUE

Revenue for the quarter  ended March 25, 2005 was  $8,282,000,  representing  an
increase of $884,000, or 11.9%, from $7,398,000 for the quarter  ended March 25,
2004.  The increase was primarily  due to the growth in market demand for flour.

COST OF GOODS SOLD

For the quarters ended March 25, 2005 and 2004, as a percentage of revenue, cost
of goods sold remained at 82%.


                                      -9-
<PAGE>

SELLING AND DISTRIBUTION EXPENSES

Selling and distribution expenses consist primarily of salaries, commissions and
associated  employee benefits,  travel expenses of sales and marketing personnel
and promotional expenses.

Selling and distribution  expenses were $121,000 for the quarter ended March 25,
2005,  representing  a decrease of $268,000 from $389,000 for the  corresponding
quarter of 2004.  The  decrease was  primarily due to the result of cost control
and change of advertising mix.

As a percentage of revenue,  selling and distribution expenses decreased to 1.5%
in  the first quarter of 2005 from 5.2% in the corresponding period in 2004 as a
result of cost control and change of advertising mix.

GENERAL AND ADMINISTRATIVE EXPENSES

General and  administrative  expenses  decreased $88,000, or  13.3%, to $573,000
for the quarter  ended  March 25,  2005 as compared to $661,000  for the quarter
ended March 25, 2004. The decrease was primarily the result of cost controls.

OTHER INCOME (EXPENSES)

Other income  decreased  $326,000 to $2,000 for the quarter ended March 25, 2005
as compared to $328,000 for the quarter ended March 25, 2004. This was primarily
due to the timing  difference in receiving and recognizing the income  resulting
from the tax  refund  from the  municipal  government  as an  encouragement  for
foreign investment which is recurring in nature.

NET INCOME

For the quarter ended March 25, 2005, net income increased  $250,000,  or 65% to
$588,000,  as compared to $338,000  for the  corresponding  quarter of the prior
year.  The increase  was  primarily  due to the revenue  growth and the earnings
contribution of the new plants.

For the quarter  ended March 25, 2005,  as a percentage  of revenue,  net income
increased to 7.1% as compared to 4.6% for the corresponding quarter of the prior
year. The increase was primarily due to the improvement in expense controls.

LIQUIDITY AND CAPITAL RESOURCES

The  Company's  primary  liquidity  needs are to purchase  inventories  and fund
accounts  receivable  and capital  expenditures.  The Company has  financed  its
working capital  requirements through a combination of internally generated cash
and advances from related companies.

The Company's  working  capital  increased  $794,000 to $8,204,000 at  March 25,
2005 as compared to $ 7,410,000 at December 25, 2004. The increase was primarily
due to the growth and profitability of the business and improved  collections of
receivables during the three months ended March 25, 2005.

Cash and cash  equivalents  were  $267,000 as of March 25,  2005,  a increase of
$48,000 from  December 25, 2004.  The increase was mainly due to the increase in
revenue.


                                      -10-
<PAGE>

Net cash provided by operating  activities  for the three months ended March 25,
2005 was $201,000 which was attributable to the growth and  profitability of the
business  and  changes in  operating  assets and  liabilities.  Net cash used in
financing  activities  decreased  $995,000 to $42,000 in the three  months ended
March 25, 2005 as compared to $1,037,000 for the  corresponding  period of 2004.
The  decrease  was mainly due to the decrease in the  repayments  of  short-term
borrowings and amounts due to joint venture partners.

CONTRACTUAL OBLIGATIONS

As of March 25, 2005, there are no material changes in New Dragon's  contractual
obligations  as disclosed in the  Company's  Annual  Report on Form 10-K for the
year ended December 25, 2004.

OFF-BALANCE SHEET ARRANGEMENTS

The Company  does not have any special  purpose  entities or  off-balance  sheet
financing arrangements.

RECENT ACCOUNTING PRONOUNCEMENTS

On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004),  "Share-Based
Payment" ("SFAS 123R"), which replaces SFAS No. 123, "Accounting for Stock-Based
Compensation"  ("SFAS 123") and supercedes APB Opinion No. 25,  "Accounting  for
Stock  Issued to  Employees."  SFAS 123R  requires all  share-based  payments to
employees,  including grants of employee stock options,  to be recognized in the
financial  statements  based on their  fair  values,  beginning  with the  first
interim  or  annual  period  after  June 15,  2005.  The pro  forma  disclosures
previously  permitted  under  SFAS  123 no  longer  will  be an  alternative  to
financial statement  recognition.  The Company is required to adopt SFAS 123R in
its three months ending  September 30, 2005.  Under SFAS 123R,  The Company must
determine the  appropriate  fair value model to be used for valuing  share-based
payments,  the  amortization  method for  compensation  cost and the  transition
method  to  be  used  at  date  of  adoption.  The  transition  methods  include
prospective and retroactive  adoption  options.  Under the retroactive  options,
prior periods may be restated either as of the beginning of the year of adoption
or for all periods presented.  The prospective method requires that compensation
expense be recorded for all unvested stock options and  restricted  stock at the
beginning of the first quarter of adoption of SFAS 123R,  while the  retroactive
methods  would record  compensation  expense for all unvested  stock options and
restricted  stock  beginning  with the first  period  restated.  The  Company is
evaluating  the  requirements  of SFAS 123,  and it expects that the adoption of
SFAS 123R will have no material impact on the Company's financial statements.

In November 2004, the FASB issued  Statement of Financial  Accounting  Standards
(SFAS) No. 151,  Inventory  Costs,  which  clarifies the accounting for abnormal
amounts of idle facility expense,  freight, handling costs, and wasted material.
SFAS No. 151 will be effective for inventory  costs incurred during fiscal years
beginning after June 15, 2005. The Company does not believe the adoption of SFAS
No. 151 will have a material impact on the Company's financial statements.

In  September  2004,  the EITF  Issue No.  04-08,  "The  Effect of  Contingently
Convertible  Debt on Diluted  Earnings  per  Share."  ("EITF  04-08") was issued
stating  that  contingently  convertible  debt  should be  included  in  diluted
earnings per share  computations  regardless of whether the market price trigger
has been met.  EITF  04-08 is  effective  for  reporting  periods  ending  after
December  15, 2004.  The adopted EITF 02-14 will have no material  impact on the
Company's financial statements.


                                      -11-
<PAGE>

RISKS RELATED TO OUR BUSINESS

In addition to the other  information  in this  report,  the  following  factors
should  be  considered  carefully  in  evaluating  the  Company's  business  and
prospects.  THE FOLLOWING  MATTERS,  AMONG OTHERS,  MAY HAVE A MATERIAL  ADVERSE
EFFECT ON THE BUSINESS, FINANCIAL CONDITION, LIQUIDITY, RESULTS OF OPERATIONS OR
PROSPECTS,  FINANCIAL OR OTHERWISE, OF THE COMPANY. REFERENCE TO THIS CAUTIONARY
STATEMENT IN THE CONTEXT OF A  FORWARD-LOOKING  STATEMENT OR STATEMENTS SHALL BE
DEEMED TO BE A STATEMENT THAT ANY ONE OR MORE OF THE FOLLOWING FACTORS MAY CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENT
OR STATEMENTS. We are subject to, among others, the following risks:

OUR BUSINESS MAY RESULT IN ADVERSE  EFFECTS FROM  COMPETITION  IN THE NOODLE AND
FLOUR PRODUCT MARKETS.

The noodle and flour  product  markets are highly  competitive.  Competition  in
these markets takes many forms, including the following:

     o   establishing favorable brand recognition;
     o   developing products sought by consumers;
     o   implementing appropriate pricing;
     o   providing strong marketing support; and
     o   obtaining access to retain outlets and sufficient shelf space.

Many of our  competitors  are  larger  and  have  greater  financial  resources,
including our primary competitors, Master Kang and President. We may not be able
to compete  successfully  with such  competitors.  Competition could cause us to
lose our market share,  increase  expenditures or reduce pricing,  each of which
could have a material adverse effect on our business and financial results.

AN INABILITY TO RESPOND  QUICKLY AND  EFFECTIVELY TO NEW TRENDS WOULD  ADVERSELY
IMPACT OUR COMPETITIVE POSITION.

Our failure to maintain the superiority of our technological  capabilities or to
respond effectively to technological  changes could adversely affect our ability
to retain existing business and secure new business.  We will need to constantly
seek out new products and develop new solutions to maintain in our portfolio. If
we are unable to keep current with new trends, our competitors'  technologies or
products may render us noncompetitive and our products obsolete.

INCREASES IN PRICES OF MAIN  INGREDIENTS  AND OTHER  MATERIALS  COULD  ADVERSELY
AFFECT OUR BUSINESS.

The main ingredients that we use to manufacture our products are flour and eggs.
We also use paper products,  such as corrugated cardboard,  as well as films and
plastics, to package our products.  The prices of these materials have been, and
we expect them to continue to be, subject to  volatility.  We may not be able to
pass price  increases in these  materials onto our customers which could have an
adverse effect on our financial results.

WE ARE  SUBJECT  TO  RISKS  ASSOCIATED  WITH  JOINT  VENTURES  AND  THIRD  PARTY
AGREEMENTS.


                                      -12-
<PAGE>

We conduct our milling and sales operations  through joint ventures  established
with certain Chinese parties. Any deterioration of these strategic relationships
may have an adverse effect on our operation. Changes in laws and regulations, or
their interpretation,  or the imposition of confiscatory taxation,  restrictions
on currency conversion,  imports and sources of supply, devaluations of currency
or the  nationalization or other expropriation of private enterprises could have
a material  adverse effect on our business,  results of operations and financial
condition.  Under  its  current  leadership,  the  Chinese  government  has been
pursuing  economic reform policies that encourage  private economic activity and
greater  economic  decentralization.  There is no assurance,  however,  that the
Chinese  government will continue to pursue these policies,  or that it will not
significantly alter these policies from time to time without notice.

We may have limited legal recourse under Chinese law if disputes arise under our
agreements  with joint  ventures or third  parties.  The Chinese  government has
enacted  some  laws and  regulations  dealing  with  matters  such as  corporate
organization and governance,  foreign investment,  commerce, taxation and trade.
However, their experience in implementing, interpreting and enforcing these laws
and regulations is limited,  and our ability to enforce  commercial claims or to
resolve commercial  disputes is unpredictable.  If our new business ventures are
unsuccessful,  or other adverse circumstances arise from these transactions,  we
face the risk that the parties to these  ventures may seek ways to terminate the
transactions,  or, may hinder or prevent us from accessing important information
regarding the financial and business operations of these acquired companies. The
resolution  of these  matters  may be subject to the  exercise  of  considerable
discretion by agencies of the Chinese  government,  and forces  unrelated to the
legal  merits  of  a   particular   matter  or  dispute  may   influence   their
determination.  Any rights we may have to  specific  performance,  or to seek an
injunction  under Chinese law, in either of these cases,  are severely  limited,
and without a means of recourse by virtue of the Chinese legal system, we may be
unable to prevent these  situations from  occurring.  The occurrence of any such
events could have a material adverse effect on our business, financial condition
and results of operations.

THE COMPANY  MAY BE SUBJECT TO PRODUCT  LIABILITY  CLAIMS AND  PRODUCT  RECALLS,
WHICH COULD NEGATIVELY IMPACT ITS PROFITABILITY.

We sell food  products  for human  consumption,  which  involves  risks  such as
product  contamination or spoilage,  product tampering and other adulteration of
food products.  We may be subject to liability if the  consumption of any of its
products  causes  injury,  illness or death.  In addition,  we will  voluntarily
recall products in the event of contamination  or damage. A significant  product
liability  judgment or a widespread  product  recall may  negatively  impact our
profitability   for  a  period  of  time  depending  on  product   availability,
competitive  reaction and consumer attitudes.  Even if a product liability claim
is unsuccessful or is not fully pursued, the negative publicity  surrounding any
assertion that company  products caused illness or injury could adversely affect
our reputation with existing and potential customers and our corporate and brand
image.

WE HAVE LIMITED BUSINESS INSURANCE COVERAGE.

The insurance  industry in China is still in an its early stage of  development.
Insurance companies in China offer limited business  insurance.  As a result, we
do not  have any  business  liability  insurance  coverage  for our  operations.
Moreover,  while business disruption insurance is available,  we have determined
that the risks of  disruption  and cost of the insurance are such that we do not
require it at this time. Any business disruption, litigation or natural disaster
might result in substantial costs and diversion of resources.


                                      -13-
<PAGE>

WE HAVE A LIMITED CONCENTRATION OF CREDIT RISK.

Concentration  of credit risk with respect to customer  receivables  are limited
due to the large number of customers  comprising  our customer  base,  and their
dispersion across the PRC. In addition, we perform ongoing credit evaluations of
each customer's  financial  condition and maintain reserves for potential credit
losses.   Such  losses  in  the   aggregate   have  not  exceeded   management's
expectations.

WE MAY EXPERIENCE RISKS RESULTING FROM OUR PLANS FOR EXPANSION.

We have acquired  several  companies and  businesses and may continue to acquire
companies in the future. Entering into an acquisition entails many risks, any of
which  could  harm  our  business,  including:  (a)  diversion  of  management's
attention  from other business  concerns;  (b) failure to integrate the acquired
company with our existing business; (c) additional operating expenses not offset
by  additional  revenue;  and (d)  dilution  of our stock as a result of issuing
equity securities.

If we are  unable  to  implement  our  acquisition  strategy,  we  may  be  less
successful in the future. A key component of our growth strategy is accomplished
by acquiring  additional flour and noodle  factories.  While there are many such
companies,  we may not always be able to identify and acquire  companies meeting
our acquisition criteria on terms acceptable to us.  Additionally,  financing to
complete  significant  acquisitions  may not always be available on satisfactory
terms.  Further,  our acquisition strategy presents a number of special risks to
us that we would not  otherwise  contend  with absent such  strategy,  including
possible  adverse effects on our earnings after each  acquisition,  diversion of
management's  attention from our core business due to the special attention that
a particular  acquisition may require,  failure to retain key acquired personnel
and risks associated with unanticipated events or liabilities arising after each
acquisition,  some or all of which could have a material  adverse  effect on our
business, financial condition and results of operations.

RISKS ASSOCIATED WITH DOING BUSINESS IN THE PEOPLE'S REPUBLIC OF CHINA.

WE ARE  SUBJECT TO THE RISKS  ASSOCIATED  WITH DOING  BUSINESS  IN THE  PEOPLE'S
REPUBLIC OF CHINA.

As most of our  operations  are  conducted in the PRC, the Company 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.  Our 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.

Although  the  majority of  productive  assets in China are owned by the Chinese
government,  in the past several years the government has  implemented  economic
reform measures that emphasize  decentralization  and encourage private economic
activity.  Because  these  economic  reform  measures  may  be  inconsistent  or
ineffectual, there are no assurances that:


                                      -14-
<PAGE>

-  We will be able to capitalize on economic reforms;
-  The Chinese government will continue its pursuit of economic reform policies;
-  The economic policies, even if pursued, will be successful;
-  Economic policies will not be significantly altered from time to time; and
-  Business operations in China will not become subject to the risk of
   nationalization.

Economic reform policies or  nationalization  could result in a total investment
loss in our common stock.

Since 1979, the Chinese  government has reformed its economic  systems.  Because
many reforms are unprecedented or experimental,  they are expected to be refined
and improved.  Other political,  economic and social factors,  such as political
changes, changes in the rates of economic growth,  unemployment or inflation, or
in the disparities in per capita wealth between regions within China, could lead
to further  readjustment of the reform measures.  This refining and readjustment
process may negatively affect our operations.

Over the last few years,  China's  economy has  registered  a high growth  rate.
Recently, there have been indications that rates of inflation have increased. In
response,  the Chinese  government has taken  measures to curb this  excessively
expansive  economy.  These measures include  restrictions on the availability of
domestic credit, reducing the purchasing capability of certain of its customers,
and limited  re-centralization  of the  approval  process for  purchases of some
foreign  products.  The  Chinese  government  may adopt  additional  measures to
further combat  inflation,  including the establishment of freezes or restraints
on  certain  projects  or  markets.  These  measures  may  adversely  affect our
manufacturing operations.

To date,  reforms to China's  economic  system have not  adversely  impacted our
operations  and  are  not  expected  to  adversely  impact   operations  in  the
foreseeable  future;  however,  there can be no  assurance  that the  reforms to
China's economic system will continue or that we will not be adversely  affected
by changes in China's political,  economic, and social conditions and by changes
in policies of the Chinese government,  such as changes in laws and regulations,
measures which may be introduced to control inflation and changes in the rate or
method of taxation.

On November 11, 2001,  China signed an agreement to become a member of the World
Trade Organization  ("WTO"),  the international body that sets most trade rules,
further integrating China into the global economy and significantly reducing the
barriers to international commerce.  China's membership in the WTO was effective
on December 11, 2001.  China has agreed upon its  accession to the WTO to reduce
tariffs and non-tariff  barriers,  remove  investment  restrictions  and provide
trading and  distribution  rights for foreign firms.  The tariff rate reductions
and other  enhancements will enable us to develop better investment  strategies.
In addition,  the WTO's  dispute  settlement  mechanism  provides a credible and
effective tool to enforce members'  commercial rights.  Also, with China's entry
to the WTO, it is believed that the relevant laws on foreign investment in China
will be amplified and will follow common practices.

THE PRC LEGAL SYSTEM IS NOT FULLY DEVELOPED AND HAS INHERENT  UNCERTAINTIES THAT
COULD LIMIT THE LEGAL PROTECTIONS AVAILABLE TO INVESTORS.

The  PRC  legal  system  is  a  system  based  on  written  statutes  and  their
interpretation by the Supreme People's Court. Prior court decisions may be cited
for  reference  but  have  limited  precedential  value.  Since  1979,  the  PRC
government has been  developing a comprehensive  system of commercial  laws, and
considerable  progress has been made in introducing laws and regulations dealing


                                      -15-
<PAGE>

with economic  matters such as foreign  investment,  corporate  organization and
governance,  commerce,  taxation and trade. Two examples are the promulgation of
the Contract Law of the PRC to unify the various  economic  contract laws into a
single code,  which went into effect on October 1, 1999,  and the Securities Law
of the PRC, which went into effect on July 1, 1999. However,  because these laws
and  regulations  are  relatively  new,  and  because of the  limited  volume of
published cases and their non-binding nature,  interpretation and enforcement of
these laws and regulations involve uncertainties.  In addition, as the PRC legal
system develops,  changes in such laws and regulations,  their interpretation or
their enforcement may have a material adverse effect on our business operations.

ENFORCEMENT OF REGULATIONS IN CHINA MAY BE INCONSISTENT.

Although the Chinese  government  has  introduced  new laws and  regulations  to
modernize its securities and tax systems on January 1, 1994,  China does not yet
possess a  comprehensive  body of business  law. As a result,  the  enforcement,
interpretation  and  implementation  of regulations may prove to be inconsistent
and it may be difficult to enforce contracts.

WE MAY EXPERIENCE LENGTHY DELAYS IN RESOLUTION OF LEGAL DISPUTES.

As China has not developed a dispute resolution mechanism similar to the Western
court system, dispute resolution over Chinese projects and joint ventures can be
difficult and there is no assurance  that any dispute  involving our business in
China can be resolved expeditiously and satisfactorily.

WE MAY EXPERIENCE AN IMPACT OF THE UNITED STATES FOREIGN  CORRUPT  PRACTICES ACT
ON OUR BUSINESS.

Compliance  with the Foreign Corrupt  Practices Act could  adversely  impact our
competitive position;  failure to comply could subject us to penalties and other
adverse  consequences.  We are  subject to the  United  States  Foreign  Corrupt
Practices Act, which generally  prohibits  United States companies from engaging
in bribery or other prohibited  payments to foreign officials for the purpose of
obtaining or retaining  business.  Foreign  companies,  including  some that may
compete with us, are not subject to these prohibitions.  Corruption,  extortion,
bribery,  pay-offs, theft and other fraudulent practices occur from time-to-time
in mainland  China.  We have  attempted to implement  safeguards  to prevent and
discourage such practices by our employees and agents. We can make no assurance,
however,  that our employees or other agents will not engage in such conduct for
which we might be held  responsible.  If our employees or other agents are found
to have engaged in such  practices,  we could suffer severe  penalties and other
consequences that may have a material adverse effect on our business,  financial
condition and results of operations.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to changes in financial market conditions in the normal course of
business due to our use of certain financial instruments.  Market risk generally
represents the risk that losses may occur in the values of financial instruments
as a result of movements in interest rates and equity prices.

CURRENCY FLUCTUATIONS AND FOREIGN CURRENCY RISK

The majority of our  operations  are  conducted in the PRC except for some minor
export  business and limited  overseas  purchases of raw materials.  Most of our
sales and purchases are conducted within the PRC in Chinese Renminbi. Hence, the


                                      -16-
<PAGE>

effect  of the  fluctuations  of  exchange  rate is  considered  minimal  to our
operation.

Substantially  all of our revenues and  expenses  are  denominated  in Renminbi,
which is the  official  currency  of China.  However,  we use the United  States
dollar for  financial  reporting  purposes.  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 U.S.  dollar.  Exchange rate  fluctuations  may adversely affect the
value,  in U.S.  dollar terms, of the our net assets and income derived from its
operations in the PRC.

INTEREST RATE RISK

The  Company  does  not  have  significant  interest  rate  risk,  as  our  debt
obligations are primarily short-term in nature, with fixed interest rates.

ITEM 4.  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of  March  25,  2005,  the  Company,  under  the  supervision  and  with  the
participation  of  the  Company's  management,  including  the  Company's  Chief
Executive  Officer and Chief Financial  Officer,  evaluated the effectiveness of
the design and operation of the  Company's  disclosure  controls and  procedures
pursuant to Rule  13a-15(b)  promulgated  under the  Securities  Exchange Act of
1934, as amended (the "Exchange Act"). Based upon that evaluation, the Company's
Chief Executive  Officer and Chief Financial Officer concluded that, as of March
25, 2005, the Company's  disclosure  controls and  procedures  were effective in
ensuring  that  material  information  relating  to the Company  (including  its
consolidated  subsidiaries)  required  to be  disclosed  by the  Company  in the
reports that it files or submits under the Exchange Act is recorded,  processed,
summarized and reported within the time periods  specified in the Securities and
Exchange Commission's rules and forms.

CHANGE IN INTERNAL CONTROLS

There were no significant  changes in the Company's  internal controls or in the
other factors that could  significantly  affect the Company's  internal controls
over financial reporting during the three months ended March 25, 2005.

OTHER INFORMATION

In August 2004, the Company appointed a consulting firm to assist the management
team to strengthen and to document the internal  controls and processes with the
objective of full compliance with the Sarbanes - Oxley Act.


                                      -17-
<PAGE>

                           PART II: OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

         None.

ITEM 2.   UNREGISTERED SALES OF EQUITY 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 31.1  Section 302 Sarbanes Oxley Certification of the Chief
                        Executive Officer
          Exhibit 31.2  Section 302 Sarbanes Oxley Certification of the Chief
                        Financial Officer
          Exhibit 32.1  Section 906 Sarbanes Oxley Certification of both the
                        Chief Executive Officer and the Chief Financial Officer

          (b) Reports on Form 8-K:

          Form 8-K, filed on April 4, 2005,  covering a press release announcing
          the change of the Company's Chief Executive Officer.

          Form 8-K,  filed on April  29,  2005,  covering  the  resignation  and
          nomination  of  the  members  of  the  Compensation  Committee  of the
          Company.

          Form 8-K, filed on May 2, 2005, covering  a press  release  announcing
          our financial results for the quarter ended March 25, 2005.

                                      -18-
<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: May 4, 2005

                                            NEW DRAGON ASIA CORP.


                                            By: /s/ Peter MAK
                                                ------------------------------
                                                Name:  Peter MAK
                                                Title: Chief Financial Officer



                                      -19-