Exhibit
3.5




CERTIFICATE
OF AMENDMENT




OF
THE AMENDED AND RESTATED




CERTIFICATE
OF INCORPORATION




OF




CHINA
AGRITECH, INC.





China Agritech, Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the “Company”), does
hereby certify:




First:
The Board of Directors of the Company (the “Board”), acting by
Unanimous Written Consent in accordance with Section 141(f) of the General
Corporation Law of the State of Delaware, adopted a resolution authorizing the
Company to effect a four (4) to one (1) reverse split of the Common Stock, par
value $0.001, whereby every four (4) issued and outstanding shares of the
Company’s Common Stock (including each share of treasury stock), shall
automatically and without any action on the part of the holder thereof be
combined into one (1) fully paid and nonassessable share of Common Stock of the
Company (the “Common
Stock”) and to file this Certificate of Amendment:




Article
FOURTH of the Certificate of Incorporation of the Company is hereby deleted in
its entirety and amended and restated as follows:




“The Company is authorized to issue two
classes of stock, designated “Common Stock” and “Preferred Stock,”
respectively.  The total number of shares that the Company is
authorized to issue is 110,000,000 shares, $0.001 par value.  The
number of shares of Common Stock that the Company is authorized to issue is
100,000,000 shares, and the number of shares of Preferred Stock that the Company
is authorized to issue is 10,000,000 shares.  The Board of Directors
of the Company is hereby authorized to provide for the issue of all or any of
the remaining shares of the Preferred Stock in one or more series, and to fix
the number of shares and to determine or alter, for each such series, such
powers, designations, preferences and relative participating, optional or other
rights and such qualifications, limitations or restrictions thereof, as shall be
stated and expressed in the resolution or resolutions adopted by the Board of
Directors providing for the issue of such series and as may be permitted by the
General Corporation Law of the State of Delaware.  Effective ten days
from filing of this Certificate of Amendment of the Amended and Restated
Certificate of Incorporation, each four (4) outstanding shares of Common Stock
shall be reverse split into one (1) share of Common Stock.”







Second: That
in lieu of a meeting and vote of stockholders, the holders of a majority in
interest of record of the issued and outstanding shares of Common Stock have
given Written Consent to said amendment in accordance with the provisions of
Section 228 of the General Corporation Law of the State of
Delaware.




Third:
That the aforesaid amendment was duly adopted in accordance with the applicable
provisions of Section 242 of the General Corporation Law of the State of
Delaware.


IN WITNESS WHEREOF, said China
Agritech, Inc, has caused this certificate to be signed by Yu Chang, its Chief
Executive Officer, this 14th day of August 2009.





CHINA
      AGRITECH, INC.By:By:
                  /s/ Yu ChangName:
      Yu ChangTitle:   President,
      CEO, Secretary &Chairman
      of the Board