Item 5.02 Departure of Directors or Certain Officers; Election of 
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 16, 2010, Heping Ma resigned from the Board of Directors of China Armco Metals, Inc. (the "Company") due to personal health issues. Mr. Ma's resignation was not the result of any disagreement with the Company or any matter relating to its operations, policies (including account or financial policies) or practices.

Effective September 16, 2010, Mr. Jinping (K.P.) Chan, age 56, was appointed as a member of our Board of Directors and was appointed to serve on its Audit Committee, Compensation Committee and Nominating and Governance Committee. Since 1994, Mr. Chan has been the Chairman and Executive Director of PNK International, Ltd. and Beston Holdings Group, Ltd. which are engaged in the distribution of metal and metal ore. From 2003 to 2004 Mr. Chan was the Director of International Mineral Limited, an iron ore company, which was acquired by the CITIC PACIFIC in 2004. International Mineral Ltd. was engaged in iron ore exploration and production. From 1989 to 1994, Mr.Chan managed the trading department of Prosperous Enrich, Ltd. which was engaged in importing minerals and ore into the Asian market. From 1985 to 1988 Mr. Chan served as a trader at Cargill Limited in Hong Kong. Mr. Chan graduated from China Fujian Teachers University in 1976 with a Bachelors degree in English.

In connection with Mr. Chan's appointment to the Board of Directors, the Company has agreed to pay him the sum of $20,000 per year and 6,250 shares of the Company's restricted common stock which will vest 50% on March 10, 2011 and 50% on September 10, 201. The restricted stock vests only if Mr. Chan is still a director of the Company on the vesting date (with limited exceptions), and the shares are eligible for the payment of dividends, if the board of directors were to declare dividends on the Company's common stock. The grant of restricted stock is made in addition to Mr. Chan's annual cash retainer. All approved expenses incurred on behalf of the Company by Mr. Chan are eligible for full reimbursement.