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): May 11, 2009

CHINA GREEN AGRICULTURE, INC.

(Exact name of Registrant as specified in charter)

Nevada	000-18606	36-3526027
(State or other jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

3rd Floor, Borough A, Block A.

No.181 South Taibai Road

Xi’an, Shaanxi Province

People’s Republic of China 710065

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:  (011)-86-29-88266368

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:

o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

o Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange   Act   (17CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 8.01. Other Events. 

On May 11, 2009, China Green Agriculture, Inc. (the “Company”) issued a press release announcing financial results for the third quarter of the fiscal year of 2009. A copy of the Company’s press release is attached hereto as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits.

The following is filed as exhibit to this report:

Exhibit No.	Description
99.1	Press Release, dated May 11, 2009

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.

Date: May 12, 2009

CHINA GREEN AGRICULTURE, INC. (Registrant)
By:	/s/ Tao Li
	Tao Li,
	President and Chief Executive Officer

EX-99.1

China Green Agriculture, Inc. Reports Third Quarter Fiscal Year 2009 Financial Results

· Company Exceeds Third Quarter Revenue and EPS Guidance

· Third Quarter 2009 Sales Increase 99.4% to $8.8 million, Net Income increases 132.7% to $3.9 million with EPS of $0.21

· First Nine Months of FY2009 Sales Increase 60.7% to $24.7 million, Net Income increases 56.1% to $10 million with EPS of $0.54

· Company Raises Fiscal Year 2009 Revenue and EPS Guidance to at least $32.8 million and $0.71, respectively

· Management to Host Earnings Conference Call on May 12 at 9:00 am ET

XI'AN, China, May 11 /PRNewswire-Asia-FirstCall/ -- China Green Agriculture, Inc. (NYSE Amex: CGA; "China Green Agriculture" or "the Company"), a leading producer and distributor of humic acid ("HA") based liquid compound fertilizer through its wholly owned subsidiary, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. ("Techteam"), today announced its financial results for the third quarter of fiscal year 2009 ending March 31, 2009.

Summary Results

Q3 2009 Results
	Q3 2009	Q3 2008	CHANGE
Net Sales	$8.8 million	$4.4 million	+99.4%
Gross Profit	$5.1 million	$2.5 million	+106.5%
Net Income	$3.9 million	$1.7 million	+132.7%
EPS (Basic and Diluted)	$0.21	$0.09	+129.6%

Third Quarter 2009 Results

Net sales for the third quarter of fiscal year 2009 totaled $8.8 million, up 99.4% from $4.4 million in the same quarter of fiscal year 2008. Techteam’s sales of humic acid based liquid compound fertilizers contributed to 77.6% of our total net sales. For the third quarter of fiscal year 2009, Techteam’s net sales increased $3.3 million, or 95.0%, to $6.9 million from $3.5 million for the same quarter of fiscal year 2008. The increase was due primarily to 17 new products introduced to the market during the last 12 months and recent upgrades to the current production facility which increased annual capacity from 10,000 metric tons to 15,000 metric tons. Sales volume increased 60.8% to 3,364 tons in the third quarter of fiscal year 2009, versus 2,091 tons in the same period of 2008. Sales of agricultural products from Jintai, namely top-grade fruits, vegetables, flowers and colored seedlings increased 116.2% and accounted for $2.0 million, or 22.4% of total net sales. The increase in revenue growth from Jintai when compared with previous quarters was primarily due to the strong sales of our various decorative flowers, mainly butterfly orchids, big orchids and red leaf flowers during this year’s holiday.

Gross profit for the third quarter of fiscal year 2009 totaled $5.1 million, an increase of 106.5% from $2.5 million in the same quarter of 2008. Gross profit margin was 57.3% for the third quarter of fiscal year 2009, up from 55.3% in the third quarter of fiscal year 2008.

Operating expenses for the third quarter of fiscal year 2009 were $0.6 million, up from $0.4 million in the same quarter of fiscal year 2008, with the increase mainly being derived from incremental public company expenses. Operating expenses were 6.9% of net sales in the third quarter of fiscal year 2009, down from 9.0% of net sales in the corresponding quarter of fiscal year 2008.

Operating income for the third quarter of fiscal year 2009 was $4.5 million, up 116.9% from $2.1 million in the third quarter of fiscal year 2008. Operating margin was 50.4%, compared to 46.3% in the same quarter of fiscal year 2008.

Net income for the third quarter of fiscal year 2009 was $3.9 million, or $0.21 per basic and fully diluted share, up 132.7% compared with net income of approximately $1.7 million, or $0.09 per basic and fully diluted share, during the same period in fiscal year 2008. In the third quarter of 2009, the average weighted shares outstanding were 18.6 million shares versus 18.3 million shares in the year ago period. .

"We are pleased with our financial results which exceeded both our revenue and EPS guidance for the third quarter of fiscal year 2009", stated Mr. Tao Li, Chairman, President and Chief Executive Officer of China Green Agriculture."We continue to deliver year-over-year growth in each of our fertilizer product categories, which is driven by a broader number of distributors across a larger geographic footprint, while maintaining industry leading margins. We are confident that the drivers in place, including increasing demand for green fertilizers supported by consumer food safety and environmental concerns, along with the desire for higher crop yields, will enable us to deliver further revenue and earnings growth for our company during 2009."

Nine Months Results

For the nine months of fiscal year 2009, net sales increased 60.7% to $24.7 million, up from $15.4 million in the corresponding year ago period. For the nine months of fiscal year 2009, Techteam’s net sales, which accounted for 78.6% of total net sales, increased $7.5 million, or 64.0%, to $19.4 million from $11.9 million for the same period of 2008. This increase was benefited from new product introductions and improved production capacity. Sales volume increased 54.4% to 10,799 tons in the nine months of fiscal 2009, versus 6,992 tons in the same period of 2008.  Gross profit increased 56.7% to $14.1 million in the nine months of fiscal 2009, versus $9.0 million in the same period a year ago. Gross margin was 57.1% in the nine months of fiscal 2009 compared to 58.5% during the same period of fiscal year 2008. Operating income for the first nine months of fiscal 2009 rose 70.9% to $11.9 million compared to $7.0 million in the same period of fiscal 2008. Net income, was $10.0 million, or $0.54 per basic and fully diluted share, based on 18.6 million weighted average shares. Net income in the year ago period was $6.4 million, or $0.48 per basic and fully diluted share, based on 13.5 million weighted average shares.

Financial Condition

As of March 31, 2009, the Company had $13.6 million in cash and cash equivalents with working capital of $21.8 million. The Company maintained short term loans of $3.7 million and shareholders' equity of $28.2 million. The Company had no long term debt as of March 31, 2009. Accounts receivable stood at $6.9 million as of March 31, 2009 with trailing twelve month days sales outstanding of 59.7 compared to $3.6 million as of June 30, 2008 and corresponding days sales outstanding of 77.8. Inventories totaled $8.3 million as of March 31, 2009. For the nine months of fiscal 2009, the Company had $1.0 million in cash flows from operating activities, while capital expenditures amounted to approximately $3.1 million due to the building construction and equipment purchase for its new facility.

2009 Guidance

China Green Agriculture’s third quarter revenue of $8.8 million and EPS of $0.21 exceeds previously announced guidance for the third quarter of fiscal year 2009 of $7.7 million to $8.2 million and $0.14 to $0.17, respectively.

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Management is increasing its guidance upward for fiscal year 2009 and now expects revenues of $32.8 million to $33.3 million and EPS of $0.71 to $0.74 per fully diluted share, respectively. Previous revenue and EPS guidance was $31.6 million to $32.8 million and $0.61 to $0.66 per fully diluted share, respectively. The Company's upward guidance reflects the anticipated strong sales from its green fertilizer products in the fourth quarter of 2009.

"We are well positioned to capitalize on the market opportunities within China's fertilizer and agriculture industry. With a national distribution network, state-of-the-art research and development, automated production, and superior after-sales support, we have successfully built  one of the premier organic compound fertilizer producers in China today," stated Mr. Li. “We believe CGA  will continue to benefit by offering high yielding and environmentally sustainable fertilizers which are paramount to China's agricultural production capabilities in the face of shrinking arable land, ongoing consumer food safety concerns and growing population. Supported by a vertically integrated platform that utilizes 511 distributors to sell our 131 branded products through 27 provinces in China, we have built an organization with multiple competitive advantages and superior operating metrics, as evidenced by our third quarter 2009 gross and operating profit margins of 57.3% and 50.4%, respectively. By leveraging our new facility which will be on line in August of 2009, we feel China Green Agriculture is well positioned to gain further market share in China's green fertilizer market, which will translate into long term revenue and net income growth," Mr. Li concluded.

Conference Call

The Company will conduct a conference call at 9:00am ET on Tuesday, May 12, 2009. Interested participants should call 1-800-688-0796 when calling within the United States or 1-617-614-4070 when calling internationally. When prompted by the operator, please mention conference passcode 623 913 35 or state ''China Green Agriculture Third Quarter Conference Call'' to join the call.

Event:  China Green Agriculture Third Quarter Conference Call

Date:  May 12, 2009

Time: 9:00am ET

US Dial In:  1-800-688-0796

Intl' Dial In: 1-617-614-4070

Passcode: 623 913 35

A playback will be available through Tuesday, May 19th, 2009. To listen, please call 1-888-286-8010 within the United States or 1-617-801-6888 when calling internationally. Utilize the pass code 481 589 21 for the replay.

About China Green Agriculture, Inc.

China Green Agriculture, Inc. produces and distributes humic acid ("HA") based liquid compound fertilizer through its wholly owned subsidiary, Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd., ("TechTeam"). TechTeam produces and sells approximately 15,000 metric tons of over 100 different kinds of fertilizer products per year. All of TechTeam's fertilizer products are certified by the PRC government as green products and suitable for growing Grade AA "green" foods, also known as green products that contain little or no chemical materials, as stated by the China Green Food Research Center. TechTeam's fertilizers are highly concentrated liquids which require an application of approximately 120 ml per mu per application. Its average end user has approximately four mu of land (one mu = .165 acres).

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China Green Agriculture currently markets its fertilizer products to private wholesalers and retailers of agricultural farm products in 27 provinces in the PRC. The leading five provinces by revenue for the three months ended March 31, 2009 are Shannxi (12.2%), Shandong (10.6%), Anhui (6.2%), Xinjiang (6.0%) and Henan (5.4%), which in total accounted for 40.5% of our total fertilizer sales from the sale of our fertilizer products.For more information, visit http://www.cgagri.com ..

Safe Harbor Statement

This press release contains forward-looking statements concerning the Company's business, products and financial results. The Company's actual results may differ materially from those anticipated in the forward-looking statements depending on a number of risk factors including, but not limited to, the following: general economic and business conditions, development, shipment, market acceptance, additional competition from existing and new competitors, changes in technology, and various other factors beyond the Company's control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risk factors detailed in the Company's reports filed with the Securities and Exchange Commission. China Green Agriculture undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release

Contact:

China Green Agriculture, Inc.

 Ms. Ying Yang, Chief Financial Officer

 Tel:   +1-626-623-2575

 Email: yangying@techteam.com.cn

OR

HC International, Inc.

 Ted Haberfield, Executive VP

 Tel: 760-755-2716

 Email: thaberfield@hcinternational.net

 http://www.hcinternational.net

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CHINA GREEN AGRICULTURE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2009 AND JUNE 30, 2008

(UNAUDITED)

ASSETS
	March 31, 2009		June 30, 2008
Current Assets
Cash and cash equivalents	$	13,632,961	$	16,612,416
Restricted cash		118,318		193,392
Accounts receivable, net		6,866,974		3,590,552
Inventories		8,258,769		3,988,979
Other assets		111,311		128,091
Advances to suppliers		140,347		512,845
Total Current Assets		29,128,680		25,026,275
Plant, Property and Equipment, Net		17,564,935		18,199,456
Construction In Progress		8,184,068		5,115,492
Intangible Assets, Net		1,101,277		1,180,159
Total Assets	$	55,978,960	$	49,521,382
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	1,235,570	$	232,417
Unearned revenue		58,935		88,950
Other payables and accrued expenses		481,526		455,228
Registration rights liability		-		506,142
Advances from other unrelated companies		324,957		344,628
Amount due to related parties		31,157		31,121
Taxes payable		1,470,549		5,878,275
Short term loans		3,681,197		4,201,925
Total Current Liabilities		7,283,892		11,738,686
Common Stock, $.001 par value, 6,313,617 shares subject to redemption		20,519,255		20,519,255
Commitment		-		-
Stockholders' Equity
Preferred Stock, $.001 par value,  20,000,000 shares authorized, Zero shares issued and outstanding		-		-
Common stock, $.001 par value,   780,000,000 shares authorized, 12,281,569 shares issued and outstanding		12,282		12,068
Additional paid-in capital		2,016,604		1,200,077
Statuary reserve		2,988,308		1,882,797
Retained earnings		20,704,629		11,764,079
Accumulated other comprehensive income		2,453,990		2,404,419
Total Stockholders' Equity		28,175,813		17,263,442
Total Liabilities and Stockholders' Equity	$	55,978,960	$	49,521,382

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA GREEN AGRICULTURE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF  INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008

(UNAUDITED)

	Nine Months Ended March 31,						Three Months Ended March 31,
	2009			2008			2009			2008
Net sales	$	24,721,802		$	15,382,089		$	8,841,675		$	4,434,926
Cost of goods sold		10,608,336			6,377,066			3,776,138			1,982,084
Gross profit		14,113,466			9,005,023			5,065,537			2,452,841
Operating expenses
Selling expenses		786,462			614,646			203,925			142,808
General and administrative expenses		1,432,514			1,430,762			408,740			256,800
Total operating expenses		2,218,976			2,045,408			612,665			399,608
Income from operations		11,894,490			6,959,615			4,452,872			2,053,233
Other income (expense)
Other income(expense)		4,862			39,647			207			655
Interest income		306,359			27,224			163,340			11,697
Interest expense		(560,257	)		(284,361	)		(112,334	)		(86,761	)
Bank charges		(1,560	)		(6,442	)		(130	)		(4,939	)
Total other income (expense)		(250,596	)		(223,933	)		51,083			(79,348	)
Income before income taxes		11,643,894			6,735,682			4,503,955			1,973,886
Provision for income taxes		1,597,833			301,841			613,673			301,841
Net income		10,046,061			6,433,842			3,890,282			1,672,045
Other comprehensive items
Foreign currency translation gain		49,570			1,511,242			57,891			957,245
Comprehensive income	$	10,095,631		$	7,945,084		$	3,948,173		$	2,629,290
Basic weighted average shares outstanding		18,439,569			13,482,590			18,559,206			18,314,017
Basic net earnings per share	$	0.54		$	0.48		$	0.21		$	0.09
Diluted weighted average shares outstanding		18,440,958			13,482,590			18,560,594			18,314,017
Diluted net earnings per share	$	0.54		$	0.48		$	0.21		$	0.09

The accompanying notes are an integral part of these consolidated financial statements.

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CHINA GREEN AGRICULTURE INC. AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED MARCH 31, 2009 AND 2008

(UNAUDITED)

	2009			2008
Cash flows from operating activities
Net income	$	10,046,061			6,433,842
Adjustments to reconcile net income to net cash provided by operating activities
Share capital contribution - rental and interest paid by shareholders		-			32,656
Issuance of stock options for compensation		112,247			-
Depreciation		1,121,989			703,271
Amortization		80,267			78,693
Decrease / (Increase) in current assets
Accounts receivable		(3,269,466	)		256,854
Other receivables		12,465			79,100
Inventories		(4,261,570	)		(3,696,399	)
Advances to suppliers		372,837			(45,061	)
Other assets		6,528			(16,581	)
(Decrease) / Increase in current liabilities
Accounts payable		1,002,165			131,130
Unearned revenue		(30,100	)		33,561
Tax payables		(4,411,497	)		1,855,704
Other payables and accrued expenses		199,071			(365,254	)
Net cash provided by operating activities		980,997			5,481,516
Cash flows from investing activities
Acquisation of plant, property, and equipment		(465,648	)		(4,917,610	)
Advances for construction in progress		-			(409,841	)
Additions to construction in progress		(3,059,913	)		(20,655	)
Net cash used in investing activities		(3,525,561	)		(5,348,106	)
Cash flows from financing activities
Repayment of loan		(525,475	)		(1,827,836	)
Shares issuance cost		-			1,353,952
Proceeds issuance of shares subject to redemption		-			18,602,720
Restricted cash		75,074			(4,228,641	)
(Payments)/proceeds to/from related parties		-			(642,342	)
Net cash provided by (used in) financing activities		(450,401	)		13,257,854
Effect of exchange rate change on cash and cash equivalents		15,509			513,415
Net increase (decrease) in cash and cash equivalents		(2,979,455	)		13,904,679
Cash and cash equivalents, beginning balance		16,612,416			81,716
Cash and cash equivalents, ending balance	$	13,632,961		$	13,986,395
Supplement disclosure of cash flow information
Interest expense paid	$	(339,203	)	$	(222,260	)
Income taxes paid	$	(2,734,352	)	$	-
Non Cash Transaction:
Stock issued for settlement of registration rights liability	$	704,494		$	-

The accompanying notes are an integral part of these consolidated financial statements.

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