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: ~~March~~May 528, 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.)
(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)~~

86High and ~~(0451)~~New ~~5152-7001~~Technology ~~(Registrant’s~~Industrial ~~telephone~~Development ~~number including area code)~~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)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐

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))

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 5 4.01 ~~Changes~~Change in ~~Control of~~ Registrant’s Certifying Accountant

On ~~March~~May 528, 2024 Wuthe ~~Zhiwei~~Board ~~acquired~~of aDirectors ~~controlling~~of ~~interest in~~ Organic Agricultural Company Limited ~~(the~~dismissed ~~“Registrant”).~~Centurion AsZD ~~a result~~CPA of& ~~transactions~~Co. ~~made~~from onits orposition ~~before~~as the ~~that~~principal ~~day,~~independent Wuaccountant ~~Zhiwei~~for ~~now~~Organic ~~has~~Agricultural ~~voting~~Company ~~control over 34,180,800 common shares, representing 36~~Limited.~~86% of~~ ~~the~~There ~~Registrant’s outstanding common stock, which~~ is ~~the~~no ~~only~~Audit ~~class~~Committee of ~~voting stock of~~ the ~~Registrant.~~Board ~~Mr. Wu’s voting control~~ of ~~the Registrant is constituted of:~~Directors.

●Centurion ZD ~~9,000,000~~CPA ~~shares~~& ~~owned of record by Heilongjiang Chuangyi Agriculture~~ Co., ~~Ltd.~~did ~~(“Chuangyi”).~~not Wurender ~~Zhiwei~~an ~~owns~~audit ~~60%~~opinion ofon ~~the~~any ~~registered equity in Chuangyi and is the Legal Representative and CEO~~ of ~~Chuangyi.~~Organic ~~Chuangyi~~Agricultural ~~purchased~~Company ~~the 9,000,000 shares from the Registrant in November 2022 in exchange for Chuangyi~~Limited’s ~~commitment~~financial tostatements. ~~pay~~Centurion ZD ~~the~~CPA ~~Registrant~~& ~~5,670,000 Renminbi (U~~Co.S ~~$792,000).~~did ~~To date~~not, ~~Chuangyi~~during ~~has~~the ~~paid~~applicable ~~$174~~periods,~~604~~ ~~towards~~advise ~~the~~Organic ~~purchase~~Agricultural ~~price~~Company ~~and~~Limited ~~promised~~of toany ~~pay the remainder~~ of the ~~purchase~~enumerated ~~price~~items nodescribed in ~~later~~Item ~~than~~304(a)(1)(iv) ~~October 16, 2024. The source~~ of ~~the~~Regulation ~~funds paid by Chuangyi has been its working capital~~S-K.

●During the 15two most recent fiscal years and the subsequent interim period through May 28,~~000~~ 2024,~~000~~ ~~shares~~there ~~purchased~~was byno Wu(i) ~~Zhiwei~~disagreement ~~from~~between ~~Hao~~Organic Agricultural ~~Shuping~~Company Limited and Centurion ZD CPA & Co. on ~~March~~any 5matter of accounting principles or practices, ~~2024~~financial ~~for~~statement disclosure, aor ~~purchase~~auditing ~~price~~scope ofor 1procedure,~~500~~ which disagreement,~~000~~ ~~Renminbi~~if (Unot resolved to its satisfaction, would have caused Centurion ZD CPA & Co.S to make reference to the subject matter of such disagreement in connection with its report.~~$211~~ During the same period,~~208)~~ ~~cash~~there ~~paid~~was no ~~from~~“reportable Wuevent,” ~~Zhiwei’s~~as ~~personal~~described ~~funds~~in Item 304(a)(1)(v) of Regulation S-K.

●Organic Agricultural ~~10,180,800~~Company ~~shares~~Limited ~~owned~~has ofrequested ~~record~~Centurion byZD ~~Hao~~CPA ~~Shuping,~~& ~~regarding~~Co. ~~which~~to ~~Hao~~furnish ~~Shuping and Wu Zhiwei entered into~~ a ~~Consensus~~letter ~~Action~~addressed ~~Agreement~~to (the ~~“CAA”)~~Securities onand ~~March~~Exchange 5,Commission stating ~~2024.~~whether ~~Pursuant~~or tonot ~~the~~Centurion ~~CAA,~~ZD ~~Hao~~CPA ~~Shuping~~& ~~has~~Co. ~~entrusted~~agrees ~~voting~~with ~~control~~the ~~over~~statements ~~his~~in ~~shares~~this to8-K Wupertaining ~~Zhiwei and has committed~~ to ~~sell~~Centurion ~~none~~ZD ofCPA ~~his~~& ~~shares~~Co.. ~~without~~A copy ~~written consent~~ of Wuthe ~~Zhiwei.~~letter ~~The~~is ~~CAA~~filed ~~will~~as ~~remain~~an ~~effective~~exhibit ~~while~~to ~~Hao~~this ~~Shuping retains ownership of any of the 10,180,800 shares~~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: March 11, 2024	By:	/s/ Wu Zhiwei
Dated: June 3, 2024	By:	/s/ Wu Zhiwei
		Wu Zhiwei
		Chief Executive Officer

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