Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 12, 2009, the registrant received notification from Mr. Peter Mak that effective immediately, he resigned from his position as Chief Financial Officer of New Dragon Asia Corp. ("New Dragon"). New Dragon has commenced a search for a new Chief Financial Officer. In the interim, the Board of Directors has appointed Ling Wang, New Dragon's current Chief Accounting Officer and Director, to serve as Interim Chief Financial Officer until a permanent replacement for this position has been identified.

Ms. Ling Wang graduated from Shandong Television Broadcast University in economics management. She has been working with the subsidiary of New Dragon since 1981 and her main responsibilities are in operation control and internal audit.

Ms. Wang has no family relationships with any of the executive officers or directors of New Dragon. There were no arrangements or understandings between Ms. Wang and any other person pursuant to which she was selected as Chief Financial Officer. There have been no related party transactions in the past two years in which New Dragon or any of its subsidiaries was or is to be a party, in which Ms. Wang had, or will have, a direct or indirect material interest.

---