S-3MEF

As filed with the Securities and Exchange Commission on November 23, 2009

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

China Green Agriculture, Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization) 36-3526027 (I.R.S. Employer Identification Number)

3rd Floor, Borough A, Block A.

No.181 South Taibai Road

Xi’an, Shaanxi Province

People’s Republic of China 710065

Tel: +86-29-88266368

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal

Executive Office)

United Corporate Services, Inc.

202 South Minnesota Street

Carson City, Nevada 89703

Tel: 1-800-899-8648

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Edward C. Normandin, Esq.

Elizabeth Chen, Esq.

Pryor Cashman LLP

7 Times Square

New York, New York 10036

(212) 326-0199

Approximate date of commencement of proposed sale to the public:  From time to time after the Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x No. 333-159842

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a registration statement pursuant to General Instruction 1.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction 1.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     ¨	Accelerated filer       ¨
Non-accelerated filer       ¨ (Do not check if a smaller reporting company)	Smaller Reporting Company x

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered (1)		Proposed Maximum Offering Price Per Security (1)		Proposed Maximum     Aggregate Offering Price (1)(2)			Amount of Registration Fee (1)(2)
Common Stock, par value $0.001 per share		(3)		(3)		4,244,250	(3)		236.83	(5)

(1)	In U.S. dollars or the equivalent thereof denominated in one or more foreign currencies or units of two or more foreign currencies or composite currencies. Estimated solely for the purposes of calculating the registration fee and exclusive of accrued interest, if any.
(2)	Does not include an aggregate of $50,000,000 of common stock, preferred stock, warrants, debt securities and units registered by China Green Agriculture, Inc. on a registration statement on Form S-3 (File No. 333- 159842) which was declared effective by the Securities and Exchange Commission on June 12, 2009.
(3)	Not specified as to each class of securities to be registered, pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended.
(4)	Represents an additional $4,244,250 of securities being registered pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
(5)	Calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, at the statutory rate of $55.80 per $1,000,000 of securities registered.

TABLE OF CONTENTS

EXPLANATORY NOTE	3
SIGNATURES	4
EXHIBIT INDEX	5
EX-5.1: OPINION OF PRYOR CASHMAN
EX-23.1: CONSENT OF KABANI & COMPANY, INC.

2

EXPLANATORY NOTE

                This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction IV.A to Form S-3.

                This Registration Statement relates to the shelf registration statement on Form S-3 (File No. 333-159842) filed by China Green Agriculture, Inc. on June 8, 2009, and declared effective on June 12, 2009 by the Commission (the “Prior Registration Statement”), and is being filed for the purpose of increasing the dollar amount of securities registered under the Prior Registration Statement by $4,244,250. The contents of the Prior Registration Statement, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated herein by reference in their entirety.

                The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 23rd day of November, 2009.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-3 Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Tao Li	Chairman of the Board of Directors	November 23, 2009
Tao Li	and Chief Executive Officer
	(Principal Executive Officer) and President
/s/ Ying Yang	Chief Financial Officer	November 23, 2009
Ying Yang	(Principal Financial and
	Accounting Officer)
/s/ Yu Hao	Director	November 23, 2009
Yu Hao
/s/ Lianfu Liu	Director	November 23, 2009
Lianfu Liu
	Director
Barry Raeburn
/s/ Yizhao Zhang	Director	November 23, 2009
Yizhao Zhang

4

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Pryor Cashman LLP.
23.1	Consent of Kabani & Co., Inc., independent registered public accounting firm.
23.2	Consent of Pryor Cashman LLP (included in Exhibit 5.1).

5

EX-5.1

Exhibit 5.1

November 23, 2009

China Green Agriculture, Inc.

3rd Floor, Borough A, Block A.

No.181 South Taibai Road

Xi’an, Shaanxi Province

People’s Republic of China 710065

Ladies and Gentlemen:

We have acted as counsel to China Green Agriculture, Inc., a Nevada corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of up to $4,244,250 of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Shares”). The Shares are being registered for offering and sale from time to time pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act. The Registration Statement incorporates by reference the Registration Statement on Form S-3 (File No. 333-159842), originally filed with the Securities and Exchange Commission on June 8, 2009 and declared effective by the Securities and Exchange Commission on June 12, 2009 (the “Related Registration Statement”), including the prospectus which forms a part of the Related Registration Statement (the “Prospectus”), as supplemented from time to time by one or more prospectus supplements (each, a “Prospectus Supplement”).

                In our capacity as such counsel, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered appropriate including, without limitation (i) the Registration Statement and Related Registration Statement; (ii) the Articles of Incorporation of the Company, as amended from time to time and presently in effect (the “Articles of Incorporation”); and (iii) the Bylaws of the Company, as amended from time to time and presently in effect (the “Bylaws”).

                In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.

China Green Agriculture, Inc.

November 23, 2009

Page 2

                On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that, with respect to any offering of the Shares, provided that: (i) the Registration Statement, as finally amended, has become effective; (ii) an appropriate Prospectus Supplement with respect to the Shares has been prepared, delivered and filed in compliance with the Securities Act and the rules and regulations promulgated thereunder; (iii) if the Shares are to be sold pursuant to a purchase, underwriting or similar agreement, such agreement has been duly authorized, executed and delivered by the Company and the other parties thereto and has become a valid and binding agreement of the Company; (iv) the Board of Directors of the Company, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary corporate action to approve the issuance of the Shares and related matters; and (v) the issuance and sale of the Shares do not violate any applicable law or the Articles of Incorporation or Bylaws or result in a default under or breach of any agreement or instrument binding upon the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, then the Shares, when issued and sold in accordance with any duly authorized, executed and delivered purchase, underwriting or similar agreement, will be duly authorized, validly issued, fully paid and nonassessable.

                We are admitted to the Bar in the State of New York and we express no opinion as to the laws of any other jurisdiction, except the present Nevada Revised Statutes. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

                We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus and any Prospectus Supplement included in the Registration Statement and the Related Registration Statement. In giving our consent, we do not admit that we are in the category of person whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Pryor Cashman LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

China Green Agriculture, Inc.

     We consent to the use, in the registration statement on Form S-3 Registration statement of China Green Agriculture, Inc. and subsidiaries of our report dated September 8, 2009 on our audits of the consolidated financial statements of China Green Agriculture, Inc. and subsidiaries as of June 30, 2009 and 2008 and results of their operations and cash flows for the years then ended and the reference to us under the caption “Experts”.

/s/ Kabani & Company, Inc.

Los Angeles, California

November 23, 2009