UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 orOR 15(dD) ofOF ~~the Securities Exchange Act 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(date~~OF ~~of earliest event reported):~~1934

~~December~~DATE ~~21,~~OF ~~2010~~REPORT (DATE OF EARLIEST EVENT REPORTED):

January 20, 2011

CHINA ORGANIC AGRICULTURE, INC.

(Exact Name of Registrant as Specified in ~~its~~Its Charter)

Florida	000-52430	20-3505071
State of Incorporation	Commission File Number	IRS Employer I.D. Number
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)

Dalian City, Zhongshan District, Youhao Road

Manhattan Building #1, Suite # 1511

Dalian City, Liaoning Province, P.R. China

(Address of ~~principal~~Principal ~~executive~~Executive ~~offices~~Offices) (Zip Code)

(707) 709-2321

(~~Issuer~~Registrant's ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12~~(b)~~ under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 54.0201. ~~Departure~~Changes ofin ~~Directors~~Registrant's orCertifying ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Accountant.

(ba) On ~~December~~Resignation ~~21, 2010, Bo Shan resigned as Chief Financial Officer and Kyle Jiang resigned as Chairman~~ of ~~China~~Independent ~~Organic~~Registered ~~Agriculture,~~Public ~~Inc~~Accountants. ~~(the “Company”).~~

By letter dated January 20, 2011, Li & Company, PC (c“Li & Company”) On ~~December~~advised ~~21,~~China ~~2010~~Organic Agriculture, Inc. (the ~~Board~~"Company") of ~~Directors~~its ofresignation as the Company’s ~~elected~~independent ~~Chunyan~~registered ~~Liu~~public asaccounting afirm. ~~Director~~Li of& ~~the~~ Company, ~~and~~had ~~Chairman~~served ofas the ~~Board~~Company's ofindependent ~~Directors~~registered ofpublic ~~the~~accounting ~~Company~~firm since July 5, 2010.

~~Mr.~~Li ~~Liu~~& isCompany ahas ~~scholar~~not ofissued ~~agricultural~~any ~~studies~~report inon ~~China~~the Company’s financial statements for any fiscal period. ~~From~~During ~~September~~the ~~1992~~fiscal toyear ~~July~~ended ~~1993~~December 31, he2010 ~~focused~~and onthe ~~agricultural~~period ~~trade~~from ~~between~~January ~~Japan~~1, ~~and~~2011 ~~China.~~to ~~Since~~the ~~then~~date of resignation, hethe ~~has~~Company ~~done~~did ~~extensive~~not ~~research~~have onany disagreements (within the ~~agricultural~~meaning ~~industry~~of Instruction 4 of Item 304 of Regulation S-K) with Li & Company as to any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure and ~~agricultural~~there ~~development~~have been no reportable events (as defined in ~~China~~Item 304 of Regulation S-K).

~~Mr.~~The ~~Liu~~Company ~~holds~~has provided Li & Company with a ~~PHD~~copy of the disclosures in ~~Agricultural~~this ~~Management~~Form ~~from~~8-K and has requested that Li & Company furnish it with a letter addressed to the ~~Chinese~~Securities ~~Academy~~and ofExchange ~~Social~~Commission ~~Sciences~~stating whether or not Li & Company agrees with the Company's statements in this Item 4.01 He(a). isA 46copy ~~years~~of ~~old~~the letter furnished by Li & Company in response to that request has been filed as Exhibit 16.1 to this Form 8-K.

~~(c) On~~The ~~December~~Company ~~21,~~is ~~2010,~~seeking ~~the~~a ~~Board~~new ofindependent ~~Directors~~registered ofpublic ~~the~~accounting ~~Company~~firm ~~elected~~to ~~Qinghua~~audit ~~(Edward)~~its ~~Zhang~~consolidated asfinancial ~~Chief~~statements ~~Financial~~for ~~Officer~~the fiscal year ended December 31, 2010.

Mr. Zhang served as Finance Manager at China Resources Group from September 1989 to December 2000. From February 2000 to May 2002, Mr. Zhang served as Finance Manager at Beijing Beida Education Company. From June 2002 to July 2006, he worked as a Finance Director at Alphatex (~~Beijing~~b) ~~Knitting~~New ~~Co.Ltd.~~Independent ~~From~~Registered ~~July~~Public ~~2006 to November 2008, he was the Finance Director at Euronet China~~Accountants. ~~In 2009, Mr. Zhang joined Tianjin Tiens Group as the Assistant to Head of Global Finance where he also served as the finance management department’s Director.~~

MrOn January 24, 2010, the Company engaged Patrizio & Zhou, LLC as its new independent registered public accounting firm to audit and review the Company’s consolidated financial statements for the fiscal year ended December 31, 2010. The ~~Zhang~~engagement ~~holds~~of anPatrizio ~~MBA~~& ~~degree~~Zhou, ~~from~~LLC ~~Fordham~~was ~~University~~approved inby ~~New~~the ~~York~~Company’s Board of Directors. During the two (2) most recent years ended December 31, 2010 and 2009, and any subsequent period through the date hereof prior to the engagement of Patrizio & Zhou, LLC, neither the Company, nor someone on its behalf, has consulted Patrizio & Zhou, LLC regarding:

~~Item~~(i) ~~7.01.~~the ~~Regulation~~application FDof ~~Disclosure.~~accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements; or

On(ii) ~~December~~any ~~21,~~matter ~~2010,~~that ~~the~~was ~~Registrant~~either ~~issued a press release reporting~~ the ~~appointment~~subject of ~~Mr.~~a ~~Chunyan~~disagreement ~~Liu~~ as ~~Chairman~~defined ~~and~~in ~~Mr.~~paragraph ~~Edward~~304(a)(1)(iv) ~~Zhang~~of asRegulation ~~Chief~~S-K ~~Financial~~or ~~Officer.~~a Areportable ~~copy~~event ofas ~~the~~described ~~press~~in ~~release~~paragraph is304(a)(1)(v) ~~attached~~of ~~hereto~~Regulation ~~as Exhibit 99~~S-K.1.

~~The~~Item ~~information in this Form 8-K, including Exhibit 99~~9.101 ~~attached~~Financial ~~hereto,~~Statements ~~shall~~and not be deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.Exhibits

~~Item~~(c) 9Exhibit 16.~~01.~~1 ~~Exhibits~~Letter from Li & Company to the Securities and Exchange Commission.

~~99.1 Press Release: China Organic Agriculture, Inc. Appoints Mr. Chunyan Liu as Chairman and Mr. Edward Zhang as Chief Financial Officer.~~SIGNATURE

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated~~Date: ~~December~~January 2124, ~~2010~~ 2011

CHINA ORGANIC AGRICULTURE, INC. ~~By /s/ Qian Qi Qian Qi, Chief Exeutive Officer~~

~~Exhibit~~By: ~~Index~~/s/Qian Qi

Exhibit	Description
99.1	Press Release: China Organic Agriculture Appoints Mr. Chunyan Liu as Chairman and Mr. Edward Zhang as Chief Financial Officer

Qian Qi

Chief Executive Officer

Filing Compare · CHINA ORGANIC AGRICULTURE, INC.