Item 8.01 Other Events

On December 12, 2008, Lance C. Provo, "on behalf of himself and all others similarly situated", filed a class action lawsuit in the United States District Court for the Southern District of New York against China Organic Agriculture, Inc. (the "Company"), past officers and directors of the Company, and one current director of the Company (the "Defendants"). The suit alleges, among other things, that the Defendants disseminated false and misleading statements or concealed materially adverse facts causing members of the class to purchase the Company's stock at inflated prices, and engaged in other improper actions, including divesting the Company of its sole productive asset and acquiring a luxury retreat for the use of the Defendants. The suit alleges that the Defendants' actions violated Sections 10(b) and 20A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10(b)5 under the Exchange Act. The suit seeks as relief civil penalties, attorney's fees, and disgorgement.

The Company intends to vigorously defend itself in this action. In response to the release by plaintiff's counsel announcing the lawsuit and soliciting further plaintiffs, the Company issued a press release, attached hereto as exhibit 99.1, titled:

"China Organic Agriculture Responds to Class Action Allegations Contained in December 12th Press Release."