CHINA ORGANIC AGRICULTURE, INC

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Expressed in US dollars

On September 29, 2008, China Organic Agriculture, Inc. (the “Company”) entered into a (the "Agreement") dated as of September 29, 2008, with Xxxx Xxxxx, Xxxxx Xxxxx, and Reilong Group, the shareholders of all of the outstanding capital stock of Dalian Huiming Industry Ltd. ("Xxxxxx Xxxxxxx") (each, a "Shareholder" and, collectively, the "Shareholders"), who formed a shell company, Princeton International Investment Ltd. (“Princeton”) that owns 60% shares of Xxxxxx Xxxxxxx. The Company had announced its intent to acquire 60% of the outstanding shares of Xxxxxx Xxxxxxx by acquiring the 100% of Princeton and subsequently had been worked to complete its due diligence and obtain the necessary governmental consents. Pursuant to the Agreement, in consideration of an aggregate of US$10, 642,609, each of the Shareholders assigned to the Company all of his or its shares of Princeton, which in the aggregate represented 60% of the Xxxxxx Xxxxxxx shares then outstanding.

The Company paid RMB 73,569,300 (approximately $10,642,609) in cash in exchange for 100% ownership of Princeton directly and owned the 60% of Dalian Huiming indirectly. Operational control of Princeton and Xxxxxx Xxxxxxx was passed to the Company effective October 31, 2008.

The accompanying unaudited pro forma condensed consolidating balance sheet gives effect to the acquisition as if it had been consummated on September 30, 2008. The accompanying unaudited pro forma condensed consolidating statement of income for the period ended September 30, 2008 gives effect to the acquisition as if it had been consummated on January 1, 2008.

There was no significant accounting policy differences or other items which required adjustment in the accompanying unaudited pro forma condensed consolidated financial statements.

The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements of Xxxxxx Xxxxxxx as well as those of the Company. The unaudited pro forma condensed consolidated financial statements do not purport to be indicative of the financial position or results of operations that would have actually been obtained had such transactions been completed as of the assumed dates and for the periods presented, or which may be obtained in the future. The pro forma adjustments are described in the accompanying notes and are based upon available information and certain assumptions that the Company believes are reasonable.

CHINA ORGANIC AGRICULTURE, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2008,

	Dalian Huiming			CNOA			Adjustment			CNOA (Pro forma)
Items	30-Sep-08			30-Sep-08						30-Sep-08
Assets	In USD			In USD			In USD			In USD
Current Assets
Cash And Cash Equivalents		3,148,940			1,562,144						4,711,084
Accounts Receivable		8,806,935			46,080,401						54,887,336
Due from related parties		438,884									438,884
Inventories		5,419,932			-						5,419,932
Acquisition deposits		-			13,260,561			(10,642,609	)		2,617,952
Consideration receivable		-			8,700,000						8,700,000
Other receivables and prepayments		8,213			2,163,317						2,171,530
Total Current Assets		17,822,904			71,766,423						78,946,718
Long-term Investment											-
Goodwill					-			1,602,134			1,602,134
Total Long-term Investment		-			-			1,602,134			1,602,134
Identified intangible assets					-			1,100,000			1,100,000
Fixed Assets
Historical cost of Fixed Assets		5,792			14,567,052						14,572,844
Accumulated depreciation		(1,731	)		(113,692	)					(115,423	)
Net fixed assets		4,061			14,453,360						14,457,421
Mortgage cost-cost		-			150,038						150,038
Mortgage cost-amortization		-			(4,375	)					(4,375	)
Total Fixed Assets		4,061			14,599,023						14,603,084

Total Assets		17,826,965			86,365,446			(7,940,475	)		96,251,936

Liabilities and Shareholders’ Equity
Current Liabilities
Mortgages payables- current		-			195,075						195,075
Accounts payable and accrued expenses		3,688,988			33,652,592						37,341,580
Due to related parties		1,329,255			3,359,505						4,688,760
Notes Payables		1,173,313			-						1,173,313
Taxes Payable		411,542			3,335,751						3,747,293
Total Current Liabilities		6,603,098			40,542,923						47,146,021
long-term liabilities
Long-term Loans-Mortgage		-			8,212,858						8,212,858
Minority interest		-			-			3,283,392			3,283,392
Total long-term liabilities		-			8,212,858			3,283,392			11,496,250

Total Liabilities		6,603,098			48,755,781			3,283,392			58,642,271
Shareholders’ Equity
Common Stock		1,866,344			7,648,410			(1,866,344	)		7,648,410
Additional paid in capital					545,932						545,932
Surplus capital		2,819,514						(2,819,514	)		-
Statutory reserves		502,697			-			(502,697	)		-
Retained earnings		5,226,657			26,825,570			(5,226,657	)		26,825,570
Effect of translation of foreign currency		808,655			2,589,753			(808,655	)		2,589,753
Total Shareholders’ Equity		11,223,867			37,609,665			(11,223,867	)		37,609,665
Total Liabilities and Shareholders’ Equity		17,826,965			86,365,446			(7,940,475	)		96,251,936

CHINA ORGANIC AGRICULTURE, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

FOR THE PERIOD ENDED SEPTEMBER 30, 2008

	Dalian Huiming			CNOA			Adjustment			CNOA (Pro forma)
Items	30-Sep-08			30-Sep-08						30-Sep-08
	In USD			In USD			In USD			In USD
Sales		33,884,929			53,913,511						87,798,440
Cost of goods sold		(29,548,411	)		(40,946,593	)					(70,495,004	)
Gross profit		4,336,518			12,966,918						17,303,436
Gain on debt relief		-			432,169						432,169
Other operation income		-			373						373
Other operation expense		-			(35,497	)					(35,497	)
Profit from other income		-			397,045						397,045
Xxxxxxx, G&A expenses		(506,277	)		(1,275,716	)		(132,000	)		(1,913,993	)
Interest Income		25,511			-						25,511
Interest expense		(136,942	)		(380,422	)					(517,364	)
Profit from operations		3,718,810			11,707,825			(132,000	)		15,294,635
Non-operation expense		(30,197	)		-						(30,197	)
Income from continuing operations before taxes		3,688,613			11,707,825			(132,000	)		15,264,438
Income tax		(922,184	)		(3,222,007	)					(4,144,191	)
Net income from continuing operations		2,766,429			8,485,818			(132,000	)		11,120,247
Discontinued operations
Income from ErMaPao		-			1,243,760						934,194
Income tax					(309,723	)					(309,723	)
Income from ErMaPao, Net of tax					934,037						934,037
Income due to disposal of ErMapao		-			934,194						934,194
Net income from discontinued		-			1,868,231						1,868,231
Net income		2,766,429			10,354,049						12,988,478
Basic and Diluted weighted average shares		53,599,214			53,599,214						53,599,214
Earnings per share of common stock:
Basic and Diluted Earnings Per Share
Income from Continuing Operations		0.05			0.16						0.21
Income from Discontinued Operations		-			0.03						0.03
Total Basic and Diluted Earnings Per Shares		0.05			0.19						0.24

CHINA ORGANIC AGRICULTURE, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2008

Adjustment:

To recognize the 40% minority interests of the equity in Dalian Huiming. And to recognize the goodwill and record identified intangible assets during the acquisition and eliminate the long term equity investments.

	Dr	Cr
Acquisition deposits		10,642,609
Goodwill	1,602,134
Identified intangible assets	1,100,000
Minority interest		3,283,392
Common Stock	1,866,344
Surplus capital	2,819,514
Statutory reserves	502,697
Retained earnings	5,226,657
Effect of translation of foreign currency	808,655

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CHINA ORGANIC AGRICULTURE, INC

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