China Organic Fertilizer (PINK:CHOR)

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Monday, June 6, 2011

On May 29, 2011 the Board of Directors of China Organic Fertilizer, Inc. approved the dismissal of P.C. Liu, CPA, P.C. from its position as the principal independent accountant for China Organic Fertilizer.

The audit report of P.C. Liu, CPA, P.C. on China Organic Fertilizer’s financial statements for each of the past two fiscal years contained a modification expressing substantial doubt about the ability of China Organic Fertilizer to continue as a going concern. The audit report of P.C. Liu, CPA, P.C. on China Organic Fertilizer’s financial statements for each of the past two fiscal years did not contain an adverse opinion or disclaimer of opinion or qualification. P.C. Liu, CPA, P.C. did not, during the applicable periods, advise China Organic Fertilizer of any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K.

China Organic Fertilizer and P.C. Liu, CPA, P.C. have not, during China Organic Fertilizer’s two most recent fiscal years or any subsequent period through the date of dismissal, had any disagreement on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to P.C. Liu, CPA, P.C.’s satisfaction, would have caused P.C. Liu, CPA, P.C. to make reference to the subject matter of the disagreement in connection with its reports.

China Organic Fertilizer has requested P.C. Liu, CPA, P.C. to furnish a letter addressed to the Securities Exchange Commission stating whether or not P.C. Liu, CPA, P.C. agrees with the statements in this Form 8-K. A copy of the letter is filed as an exhibit to this 8-K.

On May 29, 2011 China Organic Fertilizer retained the firm of Paritz & Company, P.A. to audit China Organic Fertilizer’s financial statements for the year ended March 31, 2011. At no time during the two most recent fiscal years and the subsequent interim period through May 29, 2011, the date of the engagement, did China Organic Fertilizer consult with Paritz & Company, P.A. regarding any matter of the sort described above with reference to P.C. Liu, CPA, P.C., any issue relating to the financial statements of China Organic Fertilizer, or the type of audit opinion that might be rendered for China Organic Fertilizer.

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