SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):

March 23, 2010

CHINA ORGANIC AGRICULTURE, INC.

-----------------------------

(Exact Name of Registrant as Specified in its Charter)

Florida	000-52430	20-3505071
State of	Commission	IRS Employer
Incorporation	File Number	I.D. Number

Dalian City, Zhongshan District, Youhao Road

Manhattan Building #1, Suite # 1511

Dalian City, Liaoning Province, P.R. China

(Address of principal executive offices)

(707) 709-2321

(Issuer's telephone number, including area 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):

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

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Explanatory Note

As previously reported in a Form 8-K filed on March 24, 2010, on March 23, 2010, China Organic Agriculture, Inc. (the “Company”), through Ankang Agriculture (Dalian) Co., Ltd. (“Dalian”), an indirect wholly owned subsidiary, completed the acquisition of 1,800,000 shares, representing approximately 60% of the capital stock, of Changbai Mountain Protection Zone Changbai Gongfang Ecoproducts Co., Ltd. (referred to as Changbai Eco-Beverage Co., Ltd. in the Form 8-K initially filed) (“Changbai”) from Mr. Hongjun Ma for $10,250,403 (70 Million RMB). The variation in the name of Chanbai is the result of the translation from Chinese to English.

Changbai produces a variety of products from blueberries grown in the Mountain Changbai region of Northeast China, including blueberry wines, blueberry beverages, blueberry food products such as jam, jelly, preserves and cakes, and blueberry healthcare products.  Changbai also produces honey and other products from locally grown herbs and fruits. Changbai sells its products primarily through over 50 franchisees and retail chains.

The Company is filing this amendment to file the information relating to the acquisition of Changbai required by Item 9.01(a) and (b) of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. 

The audited financial statements of Changbai for the year ended December 31, 2009 and for the period from May 7, 2008 (inception) through December 31, 2008 are annexed hereto as Appendix A.

(b) Pro forma financial information.

The proforma financial information giving effect to the acquisition of Changbai is annexed hereto as Appendix B.

SIGNATURES

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

	CHINA ORGANIC AGRICULTURE, INC.
Dated: June 8, 2010	By:	/s/ Bo Shan
		Bo Shan
		Chief Financial Officer
		(Principal Executive Officer)

Appendix A

Appendix B

China Organic Agriculture, Inc. and Subsidiaries

 Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Period Ended December 31, 2008

				Changbai - May 7,
				2008 (inception of
				Operations) to
	CNOA - 2008			December 31, 2008			Total CNOA Pro-forma
Sales	$	112,695,908		$	3,797,023		$	116,492,931
Cost of Sales		(87,329,141	)		(2,270,272	)		(89,599,413	)
Gross Profit		25,366,767			1,526,751			26,893,518
Selling, General and Administrative		(1,743,201	)		(99,556	)		(1,842,757	)
Bad Debt Expense		(12,143	)		-			(12,143	)
Loss on Impairment		-			-			-
Income from Operations		23,611,423			1,427,195			25,038,618
Gain on Debt Conversion		432,169			-			432,169
Other Income, net		395,408			-			395,408
Interest Expense, net		(541,959	)		381			(541,578	)
Income from Continuing Operations
Before Taxes		23,897,041			1,427,576			25,324,617
Provision for Income Taxes		(6,975,212	)		(356,894	)		(7,332,106	)
Net Income from Continuing Operations		16,921,829			1,070,682			17,992,511
Discontinued Operations:
Income from ErMaPao, net of tax		934,037			-			934,037
Income Due to Disposal of ErMaPao,
net of tax		934,194			-			934,194
Income from Discontinued Operations		1,868,231			-			1,868,231
Net Income		18,790,060			1,070,682			19,860,742
Less Income Attributable to
Non-Controlling Interest		(1,328,623	)		(428,273	)		(1,756,896	)
Net Income Attributable to CNOA		17,461,437			642,409			18,103,846
Basic and Diluted weighted
Average Shares		58,515,437			n/a			58,515,437
Basic and Diluted Earnings per Share:
Income from Continuing Operations
Attributable to CNOA shareholders	$	0.27					$	0.31
Income from Discontinued Operations
Attributable to CNOA shareholders	$	0.03					$	0.03
Total Basic and Diluted Earnings per Share	$	0.30					$	0.34

China Organic Agriculture, Inc. and Subsidiaries

 Unaudited Pro Forma Condensed Consolidated Statement of Income

For the Period Ended December 31, 2009

	CNOA - 2009			Changbai - 2009			Total CNOA Pro-forma
Sales	$	143,856,835		$	7,466,701		$	151,323,536
Cost of Sales		(106,797,867	)		(4,268,293	)		(111,066,160	)
Gross Profit		37,058,968			3,198,408			40,257,376
Selling, General and Administrative		(3,713,734	)		(187,025	)		(3,900,759	)
Bad Debt Expense		(1,930,568	)		-			(1,930,568	)
Loss on Impairment		(1,539,403	)		-			(1,539,403	)
Income from Operations		29,875,263			3,011,383			32,886,646
Gain on Debt Conversion		-			-			-
Other Income, net		1,071,989			-			1,071,989
Interest Expense, net		(1,294,020	)		1,263			(1,292,757	)
Income from Continuing Operations
Before Taxes		29,653,232			3,012,646			32,665,878
Provision for Income Taxes		(8,446,233	)		(753,161	)		(9,199,394	)
Net Income from Continuing Operations		21,206,999			2,259,485			23,466,484
Discontinued Operations:
Income from ErMaPao, net of tax		-			-			-
Income Due to Disposal of ErMaPao,
net of tax		-			-			-
Income from Discontinued Operations		-			-			-
Net Income		21,206,999			2,259,485			23,466,484
Less Income Attributable to
Non-Controlling Interest		(10,331,078	)		(903,794	)		(11,234,872	)
Net Income Attributable to CNOA		10,875,921			1,355,691			12,231,612
Basic and Diluted weighted
Average Shares		73,157,232			n/a			73,157,232
Basic and Diluted Earnings per Share:
Income from Continuing Operations
Attributable to CNOA shareholders	$	0.15					$	0.17
Income from Discontinued Operations
Attributable to CNOA shareholders	$	-					$	-
Total Basic and Diluted Earnings per Share	$	0.15					$	0.17