Heng
Jing Lu
c/o
New Dragon Asia Food Ltd.
|
Mitchell
S. Nussbaum
|
Suite
2808
|
Loeb
& Loeb LLP
|
International
Chamber of Commerce Tower
|
345
Park Avenue
|
Fuchua
Three Road
|
New
York, New York 10154
|
Shenzhen,
China 518048
|
212-407-4159
|
CUSIP
No. 645378 H102
|
SCHEDULE
13D/A
|
Page
2 of 9 Pages
|
1
|
NAME
OF REPORTING PERSON
New
Dragon Asia Food Ltd.
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
(1)
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) o
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS
OO
|
||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
o
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
N/A
|
|||
8
|
SHARED
VOTING POWER
28,323,954
(2)
|
||||
9
|
SOLE
DISPOSITIVE POWER
N/A
|
||||
10
|
SHARED
DISPOSITIVE POWER
28,323,954
(2)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,323,954
(2)
|
||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
|
||||
14
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. 645378 H102
|
SCHEDULE
13D/A
|
Page 3
of 9 Pages
|
1
|
NAME
OF REPORTING PERSON
Heng
Jing Lu
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
N/A
|
||||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b)
o
|
||||
3
|
SEC
USE ONLY
|
||||
4
|
SOURCE
OF FUNDS
OO
|
||||
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d)
OR 2(e)
o
|
||||
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
The
People’s Republic of China
|
||||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
N/A
|
|||
8
|
SHARED
VOTING POWER
28,323,954
(2)
|
||||
9
|
SOLE
DISPOSITIVE POWER
N/A
|
||||
10
|
SHARED
DISPOSITIVE POWER
28,323,954
(2)
|
||||
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,323,954
(2)
|
||||
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
o
|
||||
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.5%
|
||||
14
|
TYPE
OF REPORTING PERSON
IN
|
Page 4
of 9 Pages
|
Page 5
of 9 Pages
|
Item 1. |
Security
and Issuer.
|
Item 2. |
Identity
and Background.
|
Page 6
of 9 Pages
|
Item 3. |
Source
and Amount of Funds or Other
Consideration.
|
Item 4. |
Purpose
of Transaction.
|
Page 7
of 9 Pages
|
Item 5. |
Interest
in Securities of the Issuer.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Page 8
of 9 Pages
|
Item 7. |
Materials
to be Filed as Exhibits.
|
Page 9
of 9 Pages
|
Dated:
December 10, 2007
|
New
Dragon Asia Food Ltd.
|
By:
/s/ Heng Jing
Lu
|
|
Name:
Heng Jing Lu
|
|
Title:
Director
|
|
By:
/s/ Heng Jing
Lu
|
|
Heng
Jing Lu
|