SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: May 28, 2024

ORGANIC AGRICULTURAL COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Nevada		0-56168		82-5442097
(State of other jurisdiction of incorporation or organization		(Commission File No.)		(IRS Employer Identification No.)

Room G504, Building 3, Kejichuangxincheng Chuangxinchuangye Plaza,

High and New Technology Industrial Development District,

Harbin City, Heilongjiang Province, China 150090

(Address of principal executive offices) (Zip Code)

86 (0451) 5152-7001

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
None		None		Not Applicable

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:

☐

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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Change in Registrant’s Certifying Accountant

On May 28, 2024 the Board of Directors of Organic Agricultural Company Limited dismissed Centurion ZD CPA & Co. from its position as the principal independent accountant for Organic Agricultural Company Limited. There is no Audit Committee of the Board of Directors.

Centurion ZD CPA & Co. did not render an audit opinion on any of Organic Agricultural Company Limited’s financial statements. Centurion ZD CPA & Co. did not, during the applicable periods, advise Organic Agricultural Company Limited of any of the enumerated items described in Item 304(a)(1)(iv) of Regulation S-K.

During the two most recent fiscal years and the subsequent interim period through May 28, 2024, there was no (i) disagreement between Organic Agricultural Company Limited and Centurion ZD CPA & Co. on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to its satisfaction, would have caused Centurion ZD CPA & Co. to make reference to the subject matter of such disagreement in connection with its report. During the same period, there was no “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.

Organic Agricultural Company Limited has requested Centurion ZD CPA & Co. to furnish a letter addressed to the Securities and Exchange Commission stating whether or not Centurion ZD CPA & Co. agrees with the statements in this 8-K pertaining to Centurion ZD CPA & Co.. A copy of the letter is filed as an exhibit to this 8-K.

On May 28, 2024, Organic Agricultural Company Limited retained the firm of ARK Pro CPA & Co. to serve as its new independent public accounting firm. At no time during the past two fiscal years or any subsequent period prior to May 28, 2024 did Organic Agricultural Company Limited consult with ARK Pro CPA & Co. regarding any matter of the sort described above with reference to Centurion ZD CPA & Co., any issue relating to the financial statements of Organic Agricultural Company Limited, or the type of audit opinion that might be rendered for Organic Agricultural Company Limited

Item 9.01 Financial Statements and Exhibits

Exhibits

16		Letter from Centurion ZD CPA & Co.
104		Cover page interactive data file (embedded within the iXBRL document)

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.

	ORGANIC AGRICULTURAL COMPANY LIMITED

Dated: June 3, 2024	By:	/s/ Wu Zhiwei
		Wu Zhiwei
		Chief Executive Officer

Organic Agricultural Co Ltd 8-K