8-K

UNITED STATES

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 (Date of earliest event reported): July 30, 2009

CHINA CARBON GRAPHITE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-114564	98-0550699
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

c/o Xinghe Xingyong Carbon Co., Ltd.

787 Xicheng Wai

Chengguantown

Xinghe County

Inner Mongolia, China

Telephone: (86) 474-7209723

(Address of principal executive offices)

Copies to:

Asher S. Levitsky PC

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 981-6767

Fax: (212) 930 - 9725

E-mail: alevitsky@srff.com

 (Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

Item 3.02.      Unregistered Sales of Equity Securities.

As of July 30, 2009, China Carbon Graphite Group, Inc., a Nevada corporation (the “Company”), retired outstanding warrants to purchase an aggregate of 5,875,000 shares of common stock through the issuance of 887,500 shares of common stock.   The issuance of the 887,500 shares increases to 14,672,970 the number of shares of common stock outstanding.

The issuance of these shares was exempt from registration pursuant to Rule 144 of the Commission under the Securities Act. The shares were issued to persons who are not affiliates upon cashless exercise of warrants that were issued in December 2007.

Item 7.01.      Regulation FD Disclosure.

On July 30, 2009, the Company issued a press release announcing the retirement of warrants and the issuance of shares of common stock described in Item 3.02 above.  A copy of the press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01       Financial Statements and Exhibits.

(d) Exhibits.

99.1  Press release dated July 30 2009, issued by China Carbon Graphite Group, Inc.

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.

	CHINA CARBON GRAPHITE GROUP, INC.
	(Registrant)
Date: July 31, 2009	By:	/s/ Donghai Yu
		Donghai Yu
		Chief Executive Officer

EX-99.1

Exhibit 99.1

 China Carbon Retires Warrants to Purchase 5,875,000 Shares

Press Release

Source: China Carbon Graphite Group, Inc.

On Thursday July 30, 2009, 12:54 pm EDT

NEW YORK, July 30, 2009 (GLOBE NEWSWIRE) -- China Carbon Graphite Group, Inc. (OTCBB:CHGI - News), one of China's largest producers and wholesale suppliers of fine grain and high purity graphite, announced today it has retired outstanding warrants to purchase 5,875,000 shares of common stock through the issuance of 887,500 shares of common stock. Of the warrants to purchase 6,000,000 shares that were initially issued, there remain outstanding warrants to purchase 125,000 shares at $2.00 per share. The issuance of the 887,500 shares increases to 14,672,970 the number of shares of common stock outstanding.

Donghai Yu, the Company's CEO stated, "The Company believes that the elimination of almost all of the outstanding warrants will eliminate the warrant overhang and improve the Company's overall capital structure."

Financing

Additionally, the Company is seeking approval of the $26,000,000 (US) loan through the Chinese Central Government's economic stimulus plan. The purpose of the loan is to assist the Company in its plans to double its production capacity to 30,000 metric tons annually and to seek to develop and produce nuclear grade of graphite for use in the more than 40 nuclear reactors the Chinese government is seeking to build by 2015.

About China Carbon Graphite Group, Inc.

China Carbon is one of the nation's top three producers of specialty carbon and graphite products. The Company, through its affiliate, Xingyong Carbon Co., Ltd., manufactures carbon- and graphite-based products in China. Fine grain graphite is widely used in smelting for colored metals and rare earth metal smelting as well as the manufacture of molds. High purity graphite is used in metallurgy, mechanical industry, aviation, electronic, atomic energy, chemical industry, food industry and a variety of other fields. In September 2007, the Company was approved and designated by Ministry of Science and Technology as a "National Hi-tech Enterprise." Of the more than 400 carbon graphite producers in China, China Carbon is the only non-state-owned company to receive this honor. The Company's website is http://www.chinacarboninc.com. Information on the Company's website or any other website does not constitute a part of this press release.

Safe Harbor Statement

This release contains certain "forward-looking statements" relating to the business of the Company and its subsidiary and affiliated companies. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties that may cause actual results to be materially different from those described herein as anticipated, believed, estimated or expected. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). All forward-looking statements attributable to the Company or to persons acting on its behalf are expressly qualified in their entirety by these factors other than as required under the securities laws. The Company does not assume a duty to update these forward-looking statements.

Contact:

Capital Group Communications

Investor Relations:

Mark Bernhard

415-332-7200

mark@capitalgc.com