**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934.





For
      the
      quarterly period ended **December
      31, 2007**




o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934.





For
      the
      transition period from ____________ to ____________





Commission
      File Number 000-18606





**CHINA
      GREEN AGRICULTURE, INC.**


(Exact
      name of small business issuer as specified in its charter)




Nevada
            36-3526027(State
                or other jurisdiction of
            (IRS
                Employerincorporation
                or organization)
            Identification
                No.)





3 rd 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)





+86-29-88266386


(Issuer's
      telephone number)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x No o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes o No x





APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date:  18,314,017
      shares of Common Stock, $.001 par value, were outstanding as of February 14,
      2008.





Transitional
      Small Business Disclosure Format (check one); Yes o No x







TABLE
      OF
      CONTENTS




PART
                I
            FINANCIAL
                INFORMATION
            PageItem
                1.
            Financial
                Statements
            3Consolidated
                Balance SheetsAs
                of December 31, 2007 (Unaudited)
            3Consolidated
                Income StatementsFor
                the Three and Six Months Ended December 31, 2007 and 2006
                (Unaudited)
            4Consolidated
                Statements of Cash FlowsFor
                the Six Months Ended December 31, 2007 and 2006
                (Unaudited)
            5Notes
                to Consolidated Financial StatementsAs
                of December 31, 2007 (Unaudited)
            6Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation.
            22Item
                3.
            Controls
                and Procedures
            30PART
                II
            OTHER
                INFORMATIONItem
                6.
            Exhibits
            30Signatures
            31Exhibits/Certifications
            32




2




**PART
      I - FINANCIAL INFORMATION**





**Item
      1.** **Financial
      Statements**


**CHINA
                  GREEN AGRICULTURE INC. AND SUBSIDIARIES****CONSOLIDATED
                  BALANCE SHEET****AS
                  OF DECEMBER 31, 2007****(UNAUDITED)**


**ASSETS****Current
                  Assets**Cash
                  and cash equivalents
              
              $
              9,725,194Restricted
                  cash
              
              
              4,250,000Accounts
                  receivable, net
              
              
              1,134,238Inventories
              
              
              3,616,871Other
                  assets
              
              
              89,556Due
                  from related parties
              
              
              663,327Advances
                  to suppliers
              
              
              176,843**Total
                  Current Assets**
              
              
              19,656,029**Plant,
                  Property and Equipment, net**
              
              
              11,855,864**Advances
                  for construction In Progress**
              
              
              5,225,969**Construction
                  In Progress**
              
              
              65,479**Intangible
                  Assets, net**
              
              
              1,163,424**Total
                  Assets**
              
              $
              37,966,765**LIABILITIES
                  AND SHAREHOLDERS' EQUITY****Current
                  Liabilities**Accounts
                  payable
              
              $
              372,849Unearned
                  revenue
              
              
              275,262Accrued
                  expenses and other payables
              
              
              372,960Advances
                  from other unrelated companies
              
              
              762,443Amount
                  due to related parties
              
              
              1,300Taxes
                  payable
              
              
              3,473,108Short
                  term loans
              
              
              4,290,845**Total
                  Current Liabilities**
              
              
              9,548,767Commitment
              
              
              -**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, 18,314,017
                  shares
                  issued and outstanding
              
              
              18,314Additional
                  paid-in capital
              
              
              17,160,211Subscription
                  receivable
              
              
              (188,388
              )Retained
                  earning
              
              
              10,630,146Accumulated
                  other comprehensive income
              
              
              797,715Total
                  Stockholders' Equity
              
              
              28,417,998**Total
                  Liabilities and Stockholders' Equity**
              
              $
              37,966,765




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




3


**CHINA
                  GREEN AGRICULTURE INC. AND SUBSIDIARIES****CONSOLIDATED
                  INCOME STATEMENTS****FOR
                  THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006****(UNAUDITED)**




Six
                  Months Ended December 31,
              
              Three
                  Months Ended December 31,2007
              
              2006
              
              2007
              
              2006**Net
                  sales**
              
              $
              10,947,163
              
              $
              6,872,356
              
              $
              3,756,142
              
              $
              2,081,043**Cost
                  of goods sold**
              
              
              4,394,981
              
              
              2,684,381
              
              
              1,621,220
              
              
              903,090**Gross
                  profit**
              
              
              6,552,182
              
              
              4,187,976
              
              
              2,134,923
              
              
              1,177,954**Operating
                  expenses**Selling
                  expenses
              
              
              471,838
              
              
              372,680
              
              
              320,133
              
              
              162,999Operating
                  and administrative expenses
              
              
              1,173,962
              
              
              279,353
              
              
              1,023,345
              
              
              60,228**Total
                  operating expenses**
              
              
              1,645,800
              
              
              652,033
              
              
              1,343,478
              
              
              223,227**Income
                  from operations**
              
              
              4,906,382
              
              
              3,535,943
              
              
              791,445
              
              
              954,727**Other
                  income (expense)**Other
                  income
              
              
              38,992
              
              
              (2,971
              )
              
              29,691
              
              
              (4,273
              )Interest
                  income
              
              
              15,526
              
              
              20,437
              
              
              15,402
              
              
              20,437Interest
                  expense
              
              
              (197,600
              )
              
              (180,361
              )
              
              (105,031
              )
              
              (88,992
              )Bank
                  charges
              
              
              (1,504
              )
              
              (362
              )
              
              (1,482
              )
              
              (268
              )**Total
                  other income (expense)**
              
              
              (144,585
              )
              
              (163,257
              )
              
              (61,420
              )
              
              (73,096
              )**Income
                  before income taxes**
              
              
              4,761,797
              
              
              3,372,685
              
              
              730,025
              
              
              881,631Provision
                  for income taxes
              
              
              -
              
              
              266,006
              
              
              -
              
              
              66,126**Net
                  income**
              
              
              4,761,797
              
              
              3,106,680
              
              
              730,025
              
              
              815,505**Other
                  comprehensive income**Foreign
                  currency translation gain
              
              
              553,997
              
              
              10,576
              
              
              379,536
              
              
              (24,690
              )**Comprehensive
                  income**
              
              $
              5,315,794
              
              $
              3,117,256
              
              $
              1,109,561
              
              $
              790,815**Basic
                  and diluted weighted average shares outstanding**
              
              
              10,201,325
              
              
              10,770,669
              
              
              9,625,724
              
              
              10,770,669**Basic
                  and diluted net earnings per share**
              
              $
              0.47
              
              $
              0.29
              
              $
              0.08
              
              $
              0.08


Basic
                  and diluted shares are the same because there are no anti dilutive
                  effectThe
                  accompanying notes are an integral part of these consolidated financial
                  statements.




4




**CHINA
                  GREEN AGRICULTURE INC. AND SUBSIDIARIES****STATEMENTS
                  OF CASH FLOWS****FOR
                  THE SIX MONTHS ENDED DECEMBER 31, 2007 AND
                  2006****(UNAUDITED)**
  2007
                
                2006**Cash
                  flows from operating activities**Net
                    income
                
                $
                4,761,797
                
                $
                3,106,680Adjustments
                    to reconcile net income to net cash provided by operating
                    activitiesShare
                    capital contribution - rental and interest paid by
                    shareholders
                
                
                32,177
                
                
                31,222Depreciation
                
                
                402,782
                
                
                68,033Amortization
                
                
                48,909
                
                
                42,556Decrease
                    / (Increase) in current assets
                
                
                -Accounts
                    receivable
                
                
                766,758
                
                
                1,138,280Other
                    receivablesInventories
                
                
                (1,718,529
                )
                
                783,829Advances
                    to suppliers
                
                
                131,916
                
                
                106,674Other
                    assets
                
                
                (731,007
                )
                
                137,565(Decrease)
                    / Increase in current liabilitiesAccounts
                    payable
                
                
                74,928
                
                
                (214,100
                )Unearned
                    revenue
                
                
                174,534
                
                
                (15,493
                )Tax
                    payables
                
                
                1,067,900
                
                
                685,413Advances
                    from unrelated parties
                
                
                762,443
                
                
                -Accrued
                    expenses and other payables
                
                
                (456,671
                )
                
                (75,566
                )**Net
                    cash provided by operating activities**
                
                
                5,317,938
                
                
                5,795,094**Cash
                    flows from investing activities**Acquisation
                    of plant, property, and equipment
                
                
                (247
                )
                
                (965
                )Advances
                    for construction in progress
                
                
                (5,178,555
                )
                
                -Additions
                    to construction in progress
                
                
                (20,352
                )
                
                (9,634,028
                )Cash
                    to be paid to china operation's ex-shareholders
                
                
                (4,096,100
                )
                
                -**Net
                    cash used in investing activities**
                
                
                (9,295,255
                )
                
                (9,634,994
                )**Cash
                    flows from financing activities**Repayment
                    of loan
                
                
                (133,411
                )
                
                (189,527
                )Proceeds
                    from private placement
                
                
                18,602,720
                
                
                -Restricted
                    cash put in escrow
                
                
                (4,250,000
                )
                
                -Payments
                    from related parties
                
                
                -
                
                
                -(Payments)/proceeds
                    to/from related parties
                
                
                (632,926
                )
                
                4,022,875**Net
                    cash provided by financing activities**
                
                
                13,586,384
                
                
                3,833,348**Effect
                    of exchange rate change on cash and cash
                    equivalents**
                
                
                34,411
                
                
                10,576**Net
                    increase in cash and cash equivalents**
                
                
                9,643,478
                
                
                4,025**Cash
                    and cash equivalents, beginning balance**
                
                
                81,716
                
                
                45,623**Cash
                    and cash equivalents, ending balance**
                
                $
                9,725,194
                
                $
                49,648**Supplement
                    disclosure of cash flow information**Interest
                    expense paid
                
                $
                (178,095
                )
                $
                (202,714
                )Income
                    taxes paid
                
                $
                -
                
                $
                -
  The
                  accompanying notes are an integral part of these consolidated financial
                  statements.
  5
  **CHINA** **GREEN
          AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
          TO** **UNAUDITED
          CONSOLIDATED FINANCIAL STATEMENTS**
 **NOTE
          1 -** **ORGANIZATION
          AND DESCRIPTION OF BUSINESS**
 
 China
          Green Agriculture Inc. (the “Company”, “we”, “us”) was incorporated as Discovery
          Technologies, Inc. in 1987 under the laws of the State of Kansas. On November
          30, 1996, the Company was suspended from being a Kansas corporation as
          a result
          of non-filing of required documents by the state of Kansas. From December,
          1996
          to December, 2007, the Company did not engage in any operations and was
          dormant.
          The Company had been dormant from April 1991 until, the Company revived
          its
          charter effective December 4, 2006 and commenced activities to again become
          a
          reporting company with the SEC with the intention to become a publicly
          trading
          company.
 
 On
          August
          27, 2007 the Board of Directors unanimously adopted resolutions announcing
          a
          special meeting of shareholders to consider and act upon a proposed Agreement
          and Plan of Merger, to reincorporate Discovery Technologies in the State
          of
          Nevada by merger with and into a Nevada corporation with the same name
          ("Discovery Technologies Nevada") which Discovery Technologies formed for
          such
          purpose (the "Migratory Merger"). Effective September 24, 2007, shareholders
          approved the Agreement and Plan of Merger as described in the definitive
          proxy
          materials filed with the Securities and Exchange Commission.
 
 In
          accordance with the Agreement and Plan of Merger, Discovery Technologies
          adopted
          the capital structure of Discovery Technologies Nevada, which includes
          total
          authorized capital stock of 800,000,000 shares, of which 780,000,000 are
          common
          stock, with a par value of $.001 per share (the "Discovery Technologies
          Nevada
          Common Stock") and 20,000,000 shares are blank check preferred stock, with
          a par
          value of $.001 per share (the "Preferred Stock"). In addition, on the Effective
          Date described below, the issued and outstanding shares of our Common Stock
          automatically converted into shares of Discovery Technologies Nevada Common
          Stock at a ratio of nine (9) shares of our currently outstanding Common
          Stock
          for one (1) share of Discovery Technologies Nevada Common Stock.
 
 As
          a
          result of the reverse stock split of registrant's common stock, registrant's
          outstanding shares of common stock were reduced from 18,746,196 shares
          to
          2,083,339 shares. The Migratory Merger and reverse split became effective
          on
          October 16, 2007, (the "Effective Date"). The new trading symbol for Discovery
          Technologies, Inc. on the Over the Counter Bulletin Board is DCVT.
 
 Further
          on December 18, the Company had another reverse stock split at a ratio
          of
          6.771:1. As a result, registrant's outstanding shares of common stock were
          reduced from 2,083,339 shares to 308,084 shares. All references in the
          accompanying financial statements to the number of common shares and per
          share
          amounts have been retroactively restated to reflect the stock
          split.
 
 On
          December 26, 2007, the Company acquired all of the issued and outstanding
          capital stock (the “Green Agriculture Shares”) of Green Agriculture Holding
          Corporation, a New Jersey corporation (“Green Agriculture”), through a share
          exchange (the “Share Exchange”) in which the Company issued 10,770,669 number of
          shares of its common stock, par value $.001 per share (the “Common Stock”) to
          Green Agriculture’s shareholders in exchange for the Green Agriculture Shares.
          Immediately prior to the Share Exchange, the Company redeemed 246,148 shares
          of
          Common Stock held by Michael Friess and Sanford Schwartz (the “Redemption”) for
          $550,000 and issued 111,386 new shares of Common Stock to Messrs. Schwartz
          and
          Friess, two of our directors, who then appointed Tao Li as the Company’s
          Director and Chief Executive Officer who proceeded to effect the Share
          Exchange.
          In connection to the redemption share issuance, the Company also issued
          78,462
          shares of common stock to company’s agent.
  6
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
  The
          exchange of shares with the Company has been accounted for as a reverse
          acquisition under the purchase method of accounting because the stockholders
          of
          Green Agriculture obtained control of the Company. Accordingly, the exchange
          of
          shares by the two companies has been recorded as a recapitalization of
          the
          Company, with the Company (Green Agriculture) being treated as the continuing
          entity. The historical financial statements presented are those of Green
          Agriculture. As a result of the reverse merger transaction described above
          the
          historical financial statements presented are those of Green Agriculture,
          the
          operating entity. Pro-forma information is not presented because the public
          shell’s assets are immaterial. Transaction costs incurred in the reverse
          acquisition have been charged to expense.
 
 On
          August
          3, 2007, Green Agriculture Holding Corporation acquired 100% outstanding
          shares
          of Techteam Jinong. Green Holding was incorporated on January 27, 2007
          under the
          laws of the State of New Jersey with two shareholders owning 89% and 11%
          of
          stock equity of the Company. Green Holding, through its Chinese subsidiaries
          Techteam Jinong and Xi’an Jintai is engaged in the research and development,
          manufacture, distribution and sale of green organic fertilizer. Green
          Agriculture and Jinong are under common control because they are under
          common
          management. Accordingly, acquisition of the 100% equity interest in
          Jinong by Green Agriculture was  accounted
          for at historical cost in a manner similar to that in pooling
          of  interests
          accounting. Inter-company
          amounts and balances have been eliminated.
 
 Yangling
          Techteam Jinong Humic Acid Product Co., Ltd. was founded in the People’s
          Republic of China on June 19, 2000. On Febuary 28, 2006, Yangling Techteam
          Jinong Humic Acid Product Co., Ltd changed name to be Shaanxi Techteam
          Jinong
          Humic Acid Product Co., Ltd. (“Techteam Jinong”, “Jinong”).
 
 On
          January 19, 2007, Techteam Jinong incorporated Xi’an Jintai Agriculture
          Technology Development Company(hereinafter as “Xi’an Jintai”, “Jintai”), as the
          Experimental Base and green fertilizer Research Institute of Techteam
          Jinong.
 
 The
          Company and its subsidiaries are engaged in the research and development,
          manufacture, distribution and technique support of green organic fertilizer.
          Xian Jonong’s main business is to produce and sell fertilizers, and Xi’an
          Jintai’s main business is to sell the product which are the by- product (fruit
          and vegetables) from the experiments of developing the fertilizers.
 
 Effective
          February 5, 2008, the Company changed its name from Discovery Technologies,
          Inc.
          to China Green Agriculture, Inc. to better reflect its business. Related
          to the
          name change, the trading symbol changed from DCOV.OB to CGAG.OB on the
          same
          day.
  7
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
 
 The
          Company’s current structure is set forth in the diagram below:
  
  **NOTE
          2 - BASIS OF PRESETATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
          POLICIES**
 
 The
          accompanying unaudited financial statements of the Company have been prepared
          in
          accordance with generally accepted accounting principles for interim financial
          information. Accordingly, they do not include all of the information required
          by
          generally accepted accounting principles for complete financial statements.
          In
          the opinion of management, all adjustments (consisting of normal recurring
          adjustments) considered necessary for a fair presentation have been included.
          Operating results for the interim periods are not necessarily indicative
          of the
          results for any future period. These statements should be read in conjunction
          with the Company's audited financial statements and notes thereto for the
          fiscal
          year ended June 30, 2007. The results of the six month period ended December
          31,
          2007 are not necessarily indicative of the results to be expected for the
          full
          fiscal year ending June 30, 2008.
 
 Principles
          of consolidation
 
 The
          accompanying consolidated financial statements include the accounts of
          the
          Company and its wholly-owned subsidiaries—Green Agriculture, Techteam Jinong and
          Xi’an Jintai. All significant inter-company accounts and transactions have
          been
          eliminated in consolidation.
 
 Use
          of
          estimates
 
 The
          preparation of consolidated financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions that affect the reported amounts
          of
          assets and liabilities and disclosure of contingent assets and liabilities
          at
          the date of the consolidated financial statements and the amount of revenues
          and
          expenses during the reporting periods. Management makes these estimates
          using
          the best information available at the time the estimates are made. However,
          actual results could differ materially from those results.
  8
  **CHINA** **GREEN
          AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
          TO** **UNAUDITED
          CONSOLIDATED FINANCIAL STATEMENTS**
  Cash
          and cash equivalents
 
 For
          statement of cash flows purposes, the Company considers all cash on hand
          and in
          banks, including accounts in book overdraft positions, certificates of
          deposit
          and other highly-liquid investments with maturities of three months or
          less,
          when purchased, to be cash and cash equivalents. As of December 31, 2007,
          cash
          and cash equivalents amounted to $9,725,194.
 
 Accounts
          receivable
 
 The
          Company's policy is to maintain reserves for potential credit losses on
          accounts
          receivable. Management reviews the composition of accounts receivable and
          analyzes historical bad debts, customer concentrations, customer credit
          worthiness, current economic trends and changes in customer payment patterns
          to
          evaluate the adequacy of these reserves. As of December 31, 2007, the Company
          had accounts receivable of $1,134,238, net of allowance for doubtful accounts
          of
          $ 246,630.
 
 Advances
          to suppliers
 
 The
          Company makes advances to certain vendors for purchase of its material.
          As of
          December 31, 2007, the advances to suppliers amounted to $176,843.
 
 Advances
          for construction in progress
 
 The
          Company makes advances to certain vendors for construction in progress.
          As of
          December 31, 2007, the advances to suppliers amounted to
          $5,225,969.
 
 Inventory
 
 Inventory
          is valued at the lower of cost (determined on a weighted average basis)
          or net
          realizable value. Management compares the cost of inventory with the net
          realizable value and an allowance is made for writing down the inventory
          to its net realizable value, if lower than the cost.
 
 Property,
          plant and equipment
 
 Property,
          plant and equipment are recorded at cost. Gains or losses on disposals
          are
          reflected as gain or loss in the year of disposal. The cost of improvements
          that
          extend the life of plant, property, and equipment are capitalized. These
          capitalized costs may include structural improvements, equipment, and fixtures.
          All ordinary repair and maintenance costs are expensed as incurred.
 
 Depreciation
          for financial reporting purposes is provided using the straight-line method
          over
          the estimated useful lives of the assets: 5 to 15 years for machinery;
          3 to 5
          years for leasehold improvement, 5 to 10 years for office equipment; and
          3 to 5
          years for motor vehicles.
  9
  **CHINA** **GREEN
          AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
          TO** **UNAUDITED
          CONSOLIDATED FINANCIAL STATEMENTS**
  Impairment
 
 The
          Company applies the provisions of Statement of Financial Accounting Standard
          No.
          144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS
          No.
          144"), issued by the Financial Accounting Standards Board ("FASB"). FAS
          No. 144
          requires that long-lived assets be reviewed for impairment whenever events
          or
          changes in circumstances indicate that the carrying amount of an asset
          may not
          be recoverable through the estimated undiscounted cash flows expected to
          result
          from the use and eventual disposition of the assets. Whenever any such
          impairment exists, an impairment loss will be recognized for the amount
          by which
          the carrying value exceeds the fair value.
 
 The
          Company tests long-lived assets, including property, plant and equipment
          and
          intangible assets subject to periodic amortization, for recoverability
          at least
          annually or more frequently upon the occurrence of an event or when
          circumstances indicate that the net carrying amount is greater than its
          fair
          value. Assets are grouped and evaluated at the lowest level for their
          identifiable cash flows that are largely independent of the cash flows
          of other
          groups of assets. The Company considers historical performance and future
          estimated results in its evaluation of potential impairment and then compares
          the carrying amount of the asset to the future estimated cash flows expected
          to
          result from the use of the asset. If the carrying amount of the asset exceeds
          estimated expected undiscounted future cash flows, the Company measures
          the
          amount of impairment by comparing the carrying amount of the asset to its
          fair
          value. The estimation of fair value is generally measured by discounting
          expected future cash flows as the rate the Company utilizes to evaluate
          potential investments. The Company estimates fair value based on the information
          available in making whatever estimates, judgments and projections are considered
          necessary. There was no impairment of long-lived assets for the three months
          ended December 31, 2007.
 
 Revenue
          recognition
 
 The
          Company's revenue recognition policies are in compliance with Staff accounting
          bulletin (SAB) 104. Sales revenue is recognized at the date of shipment
          to
          customers when a formal arrangement exists, the price is fixed or determinable,
          the delivery is completed, no other significant obligations of the Company
          exist
          and collectibility is reasonably assured. Payments received before all
          of the
          relevant criteria for revenue recognition are satisfied are recorded as
          unearned
          revenue.
 
 The
          Company's revenue consists of invoiced value of goods, net of a value-added
          tax
          (VAT). No product return or sales discount allowance is made as products
          delivered and accepted by customers are normally not returnable and sales
          discount is normally not granted after products are delivered.
 
 Advertising
          costs
 
 The
          Company expenses the cost of advertising as incurred or, as appropriate,
          the
          first time the advertising takes place. Advertising costs for the three
          months
          ended December 31, 2007 and 2006, were $205,555 and $ 106,317, respectively.
          Advertising costs for the six months ended December 31, 2007 and 2006 were
          $228,680 and $248,744, respectively.
  10
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
 Income
          taxes
 
 The
          Company accounts for income taxes using an asset and liability approach
          which
          allows for the recognition and measurement of deferred tax assets based
          upon the
          likelihood of realization of tax benefits in future years. Under the asset
          and
          liability approach, deferred taxes are provided for the net tax effects
          of
          temporary differences between the carrying amounts of assets and liabilities
          for
          financial reporting purposes and the amounts used for income tax purposes.
          A
          valuation allowance is provided for deferred tax assets if it is more likely
          than not these items will either expire before the Company is able to realize
          their benefits, or that future deductibility is uncertain.
 
 The
          Company records a valuation allowance for deferred tax assets, if any,
          based on
          its estimates of its future taxable income as well as its tax planning
          strategies when it is more likely than not that a portion or all of its
          deferred
          tax assets will not be realized. If the Company is able to utilize more
          of its
          deferred tax assets than the net amount previously recorded when unanticipated
          events occur, an adjustment to deferred tax assets would increase the Company
          net income when those events occur. The Company does not have any significant
          deferred tax asset or liabilities in the PRC tax jurisdiction.
 
 Foreign
          currency translation
 
 The
          functional currency of the Company is RMB. The Company uses the United
          States
          dollar ("U.S. dollars") for financial reporting purposes. The Company's
          subsidiaries maintain their books and records in their functional currency,
          being the primary currency of the economic environment in which their operations
          are conducted. In general, for consolidation purposes, the Company translates
          the subsidiaries' assets and liabilities into U.S. dollars using the applicable
          exchange rates prevailing at the balance sheet date, and the statement
          of income
          is translated at average exchange rates during the reporting period. Gain
          or
          loss on foreign currency transactions are reflected on the income statement.
          Gain or loss on financial statement translation from foreign currency are
          recorded as a separate component in the equity section of the balance sheet,
          as
          component of comprehensive income. The functional currency of the Company
          is
          Chinese Renminbi. In particular, Renminbi ("RMB"), the PRC's official currency,
          is the functional currency of the Company. Until July 21, 2005, RMB had
          been
          pegged to US$ at the rate of RMB8.28: US$1.00. On July 21, 2005, the PRC
          government reformed the exchange rate system into a managed floating exchange
          rate system based on market supply and demand with reference to a basket
          of
          currencies. In addition, the exchange rate of RMB to US$ was adjusted to
          RMB8.11: US$1.00 as of July 21, 2005. The People's Bank of China announces
          the
          closing price of a foreign currency such as US$ traded against RMB in the
          inter-bank foreign exchange market after the closing of the market on each
          working day, which will become the unified exchange rate for the trading
          against
          RMB on the following working day. The daily trading price of US$ against
          RMB in
          the inter-bank foreign exchange market is allowed to float within a band
          of 0.3%
          around the unified exchange rate published by the People's Bank of China.
          This
          quotation of exchange rates does not imply free convertibility of RMB to
          other
          foreign currencies. All foreign exchange transactions continue to take
          place
          either through the Bank of China or other banks authorized to buy and sell
          foreign currencies at the exchange rates quoted by the People's Bank of
          China.
          Approval of foreign currency payments by the Bank of China or other institutions
          required submitting a payment application form together with invoices,
          shipping
          documents and signed contracts.
  11
  **CHINA** **GREEN
          AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
          TO** **UNAUDITED
          CONSOLIDATED FINANCIAL STATEMENTS**
  Fair
          values of financial instruments
 
 Statement
          of Financial Accounting Standard No. 107, "Disclosures about Fair Value
          of
          Financial Instruments", requires that the Company disclose estimated fair
          values
          of financial instruments. The
          Company's financial instruments primarily consist of cash and cash equivalents,
          accounts receivable, other receivables, advances to suppliers, accounts
          payable,
          other payable, tax payable, and related party advances and borrowings. As
          of the
          balance sheet dates, the estimated fair values of the financial instruments
          were
          not materially different from their carrying values as presented on the
          balance
          sheet. This is attributed to the short maturities of the instruments and
          that
          interest rates on the borrowings approximate those that would have been
          available for loans of similar remaining maturity and risk profile at respective
          balance sheet dates.
 
 Segment
          reporting
 
 Statement
          of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About
          Segments of an Enterprise and Related Information" requires use of the
          "management approach" model for segment reporting. The management approach
          model
          is based on the way a company's management organizes segments within the
          company
          for making operating decisions and assessing performance. Reportable segments
          are based on products and services, geography, legal structure, management
          structure, or any other manner in which management disaggregates a
          company.
  During
          the six month ended December 31, 2006, the company was organized in one
          segment.
          During the six months ended December 31, 2007, the Company was organized
          into
          two main business segments: produce fertilizer (Jinong) and agricultural
          products (Jintai). The following table presents a summary of operating
          information and certain year-end balance sheet information for the six
          months
          ended December 31, 2007.
  12
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
 For
                  the six months
                  end December 312007
                
                2006(Unaudited)
                
                (Unaudited)Revenues
                    from unaffiliated customers:Fertilizer
                
                $
                8,332,321
                
                $
                6,872,356Agricultural
                    products
                
                
                2,614,842
                
                
                -Consolidated
                
                $
                10,947,163
                
                $
                6,872,356Operating
                    income :Fertilizer
                
                $
                4,085,568
                
                $
                3,535,943Agricultural
                    products
                
                
                1,477,533
                
                
                -Reconciling
                    item (1)
                
                
                (50
                )
                
                -Reconciling
                    item (2)
                
                
                (656,669
                )
                
                -Consolidated
                
                $
                4,906,382
                
                $
                3,535,943Identifiable
                    assets:Fertilizer
                
                $
                20,376,121
                
                $
                14,337,506Agricultural
                    products
                
                
                3,647,048
                
                
                -Reconciling
                    item (2)
                
                
                9,693,596
                
                
                -Reconciling
                    item (3)
                
                
                4,250,000
                
                
                -Consolidated
                
                $
                37,966,765
                
                $
                14,337,506Net
                    incomeFertilizer
                
                $
                3,937,667
                
                $
                3,106,680Agricultural
                    products
                
                
                1,477,704
                
                
                -Reconciling
                    item (2)
                
                
                3,095
                
                
                -Reconciling
                    item (3)
                
                
                (656,669
                )
                
                -Consolidated
                
                $
                4,761,797
                
                $
                3,106,680Interest
                    expense:Fertilizer
                
                $
                197,600
                
                $
                180,361Agricultural
                    products
                
                
                -
                
                
                -Consolidated
                
                $
                197,600
                
                $
                180,361
  (1)
          Reconciling amounts include green agriculture transactions.
  (2)
          Reconciling amounts include the Company’s transactions.
  13
  **CHINA** **GREEN
          AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
          TO** **UNAUDITED
          CONSOLIDATED FINANCIAL STATEMENTS**
  Statement
          of cash flows
 
 In
          accordance with Statement of Financial Accounting Standards No. 95, "Statement
          of Cash Flows," cash flows from the Company's operations is calculated
          based
          upon the local currencies. As a result, amounts related to assets and
          liabilities reported on the statement of cash flows may not necessarily
          agree
          with changes in the corresponding balances on the balance sheet.
 
 Recent
          accounting pronouncements
  In
          September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
          defines fair value, establishes a framework for measuring fair value in
          generally accepted accounting principles (“GAAP”), and expands disclosures about
          fair value measurements. This Statement applies under other accounting
          pronouncements that require or permit fair value measurements, the Board
          having
          previously concluded in those accounting pronouncements that fair value
          is the
          relevant measurement attribute. Accordingly, this Statement does not require any
          new fair value measurements. However, for some entities, the application
          of this
          Statement will change current practice. This Statement is effective for
          financial statements issued for fiscal years beginning after November 15,
          2007,
          and interim periods within those fiscal years. The management is currently
          evaluating the effect of this pronouncement on the consolidated financial
          statements.
  In
          September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
          Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
          88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
          employer to recognize the over funded or under funded status of a defined
          benefit postretirement plan (other than a multiemployer plan) as an asset
          or
          liability in its statement of financial position and to recognize changes
          in
          that funded status in the year in which the changes occur through comprehensive
          income of a business entity or changes in unrestricted net assets of a
          not-for-profit organization. This Statement also improves financial reporting
          by
          requiring an employer to measure the funded status of a plan as of the
          date of
          its year-end statement of financial position, with limited exceptions.
          An
          employer with publicly traded equity securities is required to initially
          recognize the funded status of a defined benefit postretirement plan and
          to
          provide the required disclosures as of the end of the fiscal year ending
          after
          December 15, 2006. An employer without publicly traded equity securities
          is
          required to recognize the funded status of a defined benefit postretirement
          plan
          and to provide the required disclosures as of the end of the fiscal year
          ending
          after June 15, 2007. However, an employer without publicly traded equity
          securities is required to disclose the following information in the notes
          to
          financial statements for a fiscal year ending after December 15, 2006,
          but
          before June 16, 2007, unless it has applied the recognition provisions
          of this
          Statement in preparing those financial statements:
  1.
                A
                    brief description of the provisions of this
                    Statement
 2.
                The
                    date that adoption is required
 3.
                The
                    date the employer plans to adopt the recognition provisions of
                    this
                    Statement, if earlier.
  14
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
 The
          requirement to measure plan assets and benefit obligations as of the date
          of the
          employer’s fiscal year-end statement of financial position is effective for
          fiscal years ending after December 15, 2008. The management is currently
          evaluating the effect of this pronouncement on the consolidated financial
          statements.
 
 In
          February 2007, FASB issued FASB Statement No. 159, The Fair Value Option
          for
          Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
          years beginning after November 15, 2007. Early adoption is permitted subject
          to
          specific requirements outlined in the new Statement. Therefore, calendar-year
          companies may be able to adopt FAS 159 for their first quarter 2007 financial
          statements.
 
 The
          new
          Statement allows entities to choose, at specified election dates, to measure
          eligible financial assets and liabilities at fair value that are not otherwise
          required to be measured at fair value. If a company elects the fair value
          option
          for an eligible item, changes in that item's fair value in subsequent reporting
          periods must be recognized in current earnings. FAS 159 also establishes
          presentation and disclosure requirements designed to draw comparison between
          entities that elect different measurement attributes for similar assets
          and
          liabilities.
  In
          December 2007, the FASB issued SFAS No. 141 (Revised 2007), *“Business
          Combinations”.* The
          objective of this statement will significantly change the accounting for
          business combinations. Under Statement 141R, an acquiring entity will be
          required to recognize all the assets acquired and liabilities assumed in
          a
          transaction at the acquisition -date fair value will limited exceptions.
          Statement 141 applies prospectively to business combinations for which
          the
          acquisition date is on or after the beginning of the first annual reporting
          period beginning on or after December 15, 2008. The Company does not expect
          the
          adoption of SFAS No. 141R to have a material impact on the consolidated
          financial statements.
  In
          December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
          Interests in Consolidated Financial Statements-An Amendment of ARB No.
          51".* The
          objective of this statement is to establish new accounting and reporting
          standards for the Noncontrolling interest in a subsidiary and for the
          deconsolidation of a subsidiary. Statement 160 is effective for fiscal
          years,
          and interim periods within those fiscal years, beginning on or after December
          15, 2008. The Company does not expect the adoption of SFAS No. 160 to have
          a
          material impact on the consolidated financial statements.
  Reclassifications
 
 Certain
          prior period amounts have been reclassified to conform to the current period
          presentation.
 
 **NOTE
          3 - INVENTORIES**
 
 Inventories
          consist of the following as of December 31, 2007:
 
 Raw
                    materials
                
                $
                127,712Supplies
                    and packing materials
                
                
                486,972Work
                    in progress
                
                
                2,173,408Finished
                    goods
                
                
                828,778Totals
                
                $
                3,616,871
 
 
 **NOTE
          4 - OTHER ASSETS**
 
 As
          of
          December 31, 2007, other assets comprised of following:
 Other
                      receivables
                  
                  $
                  54,230Promotion
                      samples
                  
                  
                  35,376Total
                  
                  $
                  89,556
 
 15
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
 Other
          receivables represent advances made to non-related companies and employees.
          The
          amounts were unsecured, interest free, and due on demand.
 Promotion
          samples are promotion material the company kept in the office.
 
 **NOTE
          5 - PROPERTY, PLANT AND EQUIPMENT, AND CONSTRUCTION IN
          PROGRESS**
 
 Property,
          plant and equipment consist of the following as of December 31,
          2007:
 
 Building
                    and improvements
                
                $
                7,537,485Vehicle
                
                
                22,318Machinery
                    and equipments
                
                
                5,390,326Totals
                
                
                12,950,129Less:
                    accumulated depreciation
                
                
                (1,094,265
                )$
                11,855,864
 
 Depreciation
          expenses for the three months ended September 30, 2006 and 2007 were $36,729
          and
          $193,884, respectively. Depreciation expenses for the six months ended
          December
          31, 2006 and 2007 were $68,033 and $402,782, respectively.
 
 **NOTE
          6 - INTAGIBLE ASSETS**
 
 The
          intangible assets comprised of following at December 31, 2007:
 
 Land use right, net
                
                $
                871,384Technology know-how, net
                
                
                292,040Total
                
                $
                1,163,424
  LAND
          USE RIGHTS
 
 Under People's
          Republic of China's governmental regulations, the Government owns all land.
          However, the government grants the user a “land use right” (the Right) to use
          land. The Company has recognized the amounts paid for the acquisition of
          rights
          to use land as intangible asset and amortizing over a period of fifty years.
 
 A
          shareholder contributed the land use rights on August 16 th ,
          2001.
          The land use right was recorded at cost of $998,698. The land use right
          is for
          fifty years. The land use right consist of the followings as of December
          31,
          2007:
  Land
                    use right
                
                $
                998,698Less:
                    accumulated amortization
                
                
                (127,314
                )$
                871,384
 16
 **CHINA** **GREEN
              AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
              TO** **UNAUDITED
              CONSOLIDATED FINANCIAL STATEMENTS**
 TECHNOLOGY
          KNOW-HOW
 
 A
          shareholder contributed the technology know-how on August 16, 2001. The
          technology know-how is recorded at cost of $805,400. This technology is
          the
          special formula to produce humid acid. The technology know-how is valid
          for 10
          years. The technology know-how consists of the following as of December
          31,
          2007:
 
 Technology
                    Know-how
                
                $
                805,400Less:
                    accumulated amortization
                
                
                (513,360
                )$
                292,040
 
 Total
          amortization expenses of intangible assets for the six months ended December
          31,
          2007 and 2006 amounted to $48,909 and $42,556, respectively. Total amortization
          expenses of intangible assets for the three months ended December 31, 2007
          and
          2006 amounted to $24,656 and $23,285, respectively. Amortization expenses
          of
          intangible assets for next five years after December 31, 2007 are as follows:
 
 1 year after
                
                $
                93,8132
                    year after
                
                
                93,8133
                    year after
                
                
                93,8134
                    year after
                
                
                93,8135
                    year after
                
                
                93,813Total
                
                $
                469,065
 
 As
          of
          December 31, 2007, construction in progress amounted to $65,479. Construction
          in
          progress is the construction for new product line.
 
 **NOTE
          7 - RELATED PARTIES TRANSATIONS**
 
 As
          of
          December 31, 2007, the Company has due from a related party $663,327, including
          principal of $651, 167 and interest receivable of $12,160. The
          amounts were unsecured, interest free, and due on demand.
 
 The
          amount due to related parties were the advances from the Company’s one
          shareholder, and was unsecured, non-interest bearing and due
          on
          demand .
          As of December
          31, 2007, amount
          due to related parties amounted to $1,300 .
  17
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
 **NOTE
          8 -** **ACCRUED
          EXPENSES** **AND OTHER PAYABLES**
 
 Accrued
          expenses and other payables of the following as of December 31,
          2007:
 
 Payroll
                    payable
                
                $
                20,136Welfare
                    payable
                
                
                195,342Interest
                    and other accrued expenses
                
                
                85,700Other
                    levy payable
                
                
                71,782Total
                
                $
                372,960
 
 **NOTE
          9 - LOAN PAYABLES**
 
 As
          of
          December 31, 2007, the loan payables are as follows:
 
 Short
                    term loans payable:Xian
                    City Commercial Branch
                
                $
                2,056,316Xian
                    Agriculture Credit Union
                
                
                520,933Agriculture
                    Bank
                
                
                1,713,596Total
                
                $
                4,290,845
 
 At
          December 31, 2007, the Company had a loan payable of $2,056,316 to Xian
          City
          Commercial Bank in China, with an annual interest rate of 9.585%, and due
          on
          April 1, 2008. The loan is pledge by the land use right and property of
          the
          Company.
 
 At
          December 31, 2007, the Company had a loan payable of $520,933 to Xian
          Agriculture Credit Union ,
          with an
          annual interest rate of 9.216%, and due on September 26, 2007. On September
          10,
          2007, the loan was extended to September 16, 2008 with an annual interest
          rate
          of 11.795%. The loan is guaranteed by a former shareholder. The Company’s
          shareholder paid interest expenses of $27,464 and $22,126 for the six months
          ended December 31, 2007 and 2006 for this loan. The loan is guaranteed
          by a
          former shareholder. The Company’s shareholder paid interest expenses of $15,072
          and $11,135 for the three months ended December 31, 2007 and 2006 for this
          loan.
          The Company has recorded the interest expenses paid by the shareholder
          as
          contributed capital.
 
 At
          September 30, 2007, the Company had a loan payable of $1,713,596 to Agriculture
          Bank in China, with an annual interest rate of 9.711%, and due on December
          29,
          2008. The loan is guaranteed by the former shareholder.
 
 The
          interest expenses are $105,031 and $88,992 for three months ended December
          31,
          2007 and 2006. The interest expenses are $197,600 and $180,361 for six
          months
          ended December 31, 2007 and 2006.
  18
 **CHINA** **GREEN
          AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
          TO** **UNAUDITED
          CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
          10 - TAX PAYABLES**
 
 Tax
          payables consist of the following as of December 31, 2007:
 
 VAT
                    payable
                
                $
                2,935,730Income
                    tax payable
                
                
                402,666Other
                    levies
                
                
                134,710$
                3,473,108
 
 
 **NOTE
          11 - OTHER INCOME (EXPENSES)**
 
 Other
          income (expenses) mainly consist of interest expenses and subsidy income
          from
          government.
 
 **NOTE
          12 - INCOME TAXES**
 
 The
          Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
          the
          recognition of deferred tax assets and liabilities for the expected future
          tax
          consequences of events that have been included in the financial statements
          or
          tax returns. Under this method, deferred income taxes are recognized for
          the tax
          consequences in future years of differences between the tax bases of assets
          and
          liabilities and their financial reporting amounts at each period end based
          on
          enacted tax laws and statutory tax rates applicable to the periods in which
          the
          differences are expected to affect taxable income. Valuation allowances
          are
          established, when necessary, to reduce deferred tax assets to the amount
          expected to be realized.
 
 The
          Company is subject to PRC Enterprise Income Tax at a rate of 33% on the
          net
          income. For the year 2007, the company can enjoy tax-free benefit because
          it
          becomes a foreign invested company according to the PRC tax law. The income
          tax
          expenses for the six months ended December 31, 2007 and 2006 are $0 and
          $266,006
          respectively. The income tax expenses for the three months ended December
          31,
          2007 and 2006 are $0 and $66,126 respectively.
 
 The
          following table reconciles the U.S. statutory rates to the Company’s effective
          tax rate at December 31, 2007 and 2006:
 
 2007
                
                2006Tax
                    at statutory rate
                
                
                34
                %
                
                34
                %Foreign
                    tax rate difference
                
                
                -19
                %
                
                -19
                %Net
                    operating loss in other tax jurisdiction for where no benefit
                    is
                    realized
                
                
                -15
                %
                
                -7
                %0
                %
                
                8
                %
 
 Beginning
          January 1, 2008, the new Enterprise Income Tax (“EIT”) law will replace the
          existing laws for Domestic Enterprises (“DES”) and Foreign Invested Enterprises
          (“FIEs”). The new standard EIT rate of 25% will replace the 33% rate currently
          applicable to both DES and FIEs. The two years tax exemption, three years 50%
          tax reduction tax holiday for production-oriented FIEs will be eliminated.
          The
          Company is currently evaluating the effect of the new EIT law will have
          on its
          financial position
  19
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
 Due
          to
          non-operation in U.S. and tax free status in China, the Company had no
          deferred
          tax for the six months ended December 31, 2007 and 2006.
 
 **NOTE
          13 - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS**
 
 The
          Company's operations are all carried out in the PRC. Accordingly, the Company's
          business, financial condition and results of operations may be influenced
          by the
          political, economic and legal environments in the PRC, and by the general
          state
          of the PRC's economy.
 
 The
          company's operations in the PRC are subject to specific considerations
          and
          significant risks not typically associated with companies in the North
          America
          and Western Europe. These include risks associated with, among others,
          the
          political, economic and legal environments and foreign currency exchange.
          The
          Company's results may be adversely affected by changes in governmental
          policies
          with respect to laws and regulations, anti-inflationary measures, currency
          conversion and remittance abroad, and rates and methods of taxation, among
          other
          things.
 
 **MAJOR
          CUSTOMERS AND VENDORS**
 
 There
          were two vendors from which we purchased more that 10% of our raw
          materials for the six months ended December 31, 2007 with each vendor
          individually accounting for about 11% and 12%. Accounts payable to the
          vendors
          amounted to $0 as of December 31, 2007. There were three vendors that were
          over
          10% of the total purchases for the six months ended December 31, 2006 with
          each
          vendor individually accounting for approximately 13%, 11% and 11%. Accounts
          payable to the vendors amounted to $8,891 as of December 31, 2006.
 
 There
          was
          no customer that is accounted over 10% of the total sales as of the six
          months
          ended December 31, 2007 and 2006.
 
 **NOTE
          14 - STOCKHOLDERS’ EQUITY**
 
 6,313,617
          shares of common stock were issued to 31 accredited investors (the “Investors”)
          at $3.25 per share in a private placement of company common stock that
          was
          completed on December 26, 2007. 977,948 shares were issued to different
          parties
          relating to the private placement. Net proceeds from the private placement
          were
          $18,602,723, of which $188,388 was received in January, 2008. The direct
          costs
          related to this placement, including legal and professional fees, were
          deducted
          from the related proceeds and the net amount in excess of par value was
          recorded
          as additional paid-in capital. $4,250,000 was placed in escrow cash and
          booked
          as restricted cash. The total of $4,250,000 in the escrow is pursuant to
          a
          Securities Purchase Agreement and the Holdback Make Good Agreement entered
          into
          in connection with the placement for the following:
  1.
                $2,000,000
                    is held pending the company hiring a qualified CFO;
 2.
                $2,000,000
                    is held pending the company hiring two independent directors,
                    therefore
                    constituting a majority independent directors in the board;
 3.
                $250,000
                    is for the retaining of an Investors Relation firm. On January
                    23, 2008,
                    the company has retained CCG Elite as its IR firm and $9,000
                    retainer (the
                    first month fee) has been released. The funds are to be released
                    on a
                    monthly basis.
  20
 **CHINA** **GREEN
            AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
            TO** **UNAUDITED
            CONSOLIDATED FINANCIAL STATEMENTS**
 In
          connection with the Securities Purchase Agreement and the Private Placement,
          we
          also entered into a registration rights agreement (the “Registration Rights
          Agreement”) and a lockup agreement (the “Lockup Agreement”). Among other things,
          the Securities Purchase Agreement: (i) establishes targets for after tax
          net
          income and earnings per share for our fiscal year ending June 30, 2009
          at not
          less than $12,000,000 and $0.609, respectively (the “2009 Targets”); (ii)
          provides for liquidated damages in the event that PRC governmental policies
          or
          actions have a material adverse effect on the transactions contemplated
          by the
          Share Exchange Agreement (a “Material Adverse Effect”); and (iii) requires us to
          hire a new, fully qualified chief financial officer (“CFO”) satisfactory to the
          Investors. In order to secure our obligation to meet the 2009 profit target
          and
          earnings per share target, Mr. To has placed 3,156,808 shares of Common
          Stock
          (“2009 Make Good Shares”) into an escrow account pursuant to the terms of the
          Make Good Escrow Agreement by and among us, Mr. To, the Investors and the
          escrow
          agent named therein. In the event we do not achieve either of the 2009
          Targets,
          the 3,156,808 shares of Common Stock will be conveyed to the Investors
          pro-rata
          in accordance with their respective investment amount for no additional
          consideration. In the event that we meet the 2009 Targets, the 3,156,808
          shares
          will be transferred to Mr. Tao Li. If PRC governmental actions or policies
          result in a Material Adverse Effect, as defined in the Securities Purchase
          Agreement, that cannot be reversed or cured to the Investors’ reasonable
          satisfaction, we will be obligated to pay to the Investors as liquidated
          damages
          the entire principal amount of their investment, with interest at 10% per
          annum.
 
 **NOTE
          15 - COMMITMENTS AND LEASES**
  A
          Company
          shareholder provided free office space for the Company for the six months
          ended
          December 31, 2006. The Company recorded the free lease as rent expenses
          and
          contributed capital based on Xian rental market. From July 2007, the company
          signed an office lease with the shareholder and started to pay the rent
          for $863
          per month. The company recorded rent expenses of $4,578 and $9,097 for
          the three
          and six months ended December 31, 2006 as contributed capital and $2,589
          and
          $5,178 as rent expenses for the three and six months ended December 31,
          2007.
          Rent expenses for the 5 years after December 31, 2007 is as
          follows:
 
 1 year after
                
                $
                10,3562
                    year after
                
                
                10,3563
                    year after
                
                
                10,3564
                    year after
                
                
                10,3565
                    year after
                
                
                10,356Total
                
                $
                51,780
 
 **NOTE
          16 - SUBSEQUENT EVENTS**
 
 On
          January 31, 2008, 123,000 numbers of stock options were authorized to be
          granted
          to Company’s employees including the CFO.
  21


**Item
      2.** **Management’s
      Discussion and Analysis or Plan of Operation**


**MANAGEMENT’S
        DISCUSSION AND ANALYSIS**  **OF
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
 
 *The
        following discussion and analysis of the consolidated financial condition
        and
        results of operations should be read with our consolidated financial statements
        and related notes appearing elsewhere in this report. This discussion and
        analysis contains forward-looking statements that involve risks, uncertainties
        and assumptions. The actual results may differ materially from those anticipated
        in these forward-looking statements as a result of certain factors, including,
        but not limited to, the competition in fertilizer industry and the impact
        of
        such competition on pricing, revenues and margins, the weather condition
        in the
        areas where our customers are based, the cost of attracting and retaining
        highly
        skilled personnel, the prospects for future acquisitions and certain other
        factors.*
 
 **Overview**
 
 We,
        through our indirectly wholly owned subsidiary, Shaanxi TechTeam Jinong Humic
        Acid Product Co., Ltd. (“Techteam”) and Techteam’s wholly owned subsidiary,
        Xi’an Jintai Agriculture Technology Development Company (“Jintai”), develop,
        manufacture and distribute humic acid based liquid compound fertilizer and
        related agricultural products in 27 provinces in China. Humic acid is an
        essential natural, organic ingredient for a balanced, fertile soil, and it
        is
        one of the major constituents of organic matter in our fertilizer products.
        Organic compound fertilizer comprises a balance of both organic and inorganic
        substances, thereby combining the speedy effectiveness of chemical fertilizers
        with the environmental benefits of the organic ones, hence ensuring vast
        room
        for its future development in the Chinese agricultural production system.
        Our
        revenues are derived primarily from the sale of our humic acid based liquid
        compound fertilizer. In the quarterly period ended December 31, 2007,
        approximately 73% of our revenues are from the sale of our fertilizer products.
 
 Approximately
        20 million farmers in China are using our fertilizer products. We produce
        and
        sell 10,000 metric tons of humic acid based liquid compound fertilizer per
        year.
 
 We
        conduct our research and development activities through Jintai, Techteam’s
        wholly owned subsidiary, through which we also sell high quality fruits and
        vegetables which are grown in our research greenhouses to airlines, hotels
        and
        restaurants. Jintai owns its 137,000 square meter research and development
        facility. Our research and development capabilities allow us to develop products
        that are tailored to farmers’ specific needs in different regions, different
        crops, humidity, weather and soil conditions that require special fertilizers.
 
 Our
        106
        products can be divided into three main functional types:
 
 1.
         Broad Spectrum Type: Can be applied to all kinds of crops.
  22
 
 2.
         Functional Type: Has certain special effects on crops. Examples are growth
        regulation fertilizer and fertilizer for promoting blooming and
        fruiting.
  3.
         Tailored Type: Target specific crops. Examples are specific fertilizers
        for strawberries and specific fertilizer for gourd vegetables.
 
 The
        leading five provinces by revenue are Heilongjiang, Guangdong, Xinjiang,
        Shandong, and Henan. We plan to develop our customer base in Southern China
        such
        as Hainan province, which has a warm winter to mitigate the seasonal variations
        in our future revenues.
 
 Our
        multi-tiered product strategy allows us to tailor our products to different
        needs and preferences of the Chinese fertilizer market, which varies greatly
        across the country. For example, in Southern and Eastern China, farmers are
        able
        to grow high margin crops such as fruit and seasonal vegetables where climate
        and rainfall permits, hence they can gain more return on investment from
        more
        expensive, specialized fertilizers whereas in Northwest areas, farmers’ low
        profit margin crops prevent farmers from investing too much on fertilizer
        thereby necessitating a more broad spectrum, low cost fertilizer.
 
 **Recent
        Development**
 
 On
        December 26, 2007, we acquired all of the issued and outstanding capital
        stock
        of Green Agriculture Holding Corporation, a New Jersey holding company which
        owns 100% of the capital stock of Techteam (the “Reverse Merger”) simultaneous
        with a private placement of 6,313,616 shares of our common stock for $20,519,255
        in gross proceeds (the “Private Placement”). We intend to use the proceeds of
        the Private Placement to buy capital equipment and expand our production
        and
        facilities.
 
 **Results
        of Operations**
 
 **THREE
        MONTHS ENDED DECEMBER 31, 2007 COMPARED WITH THREE MONTHS ENDED DECEMBER
        31,
        2006.**
 
 The
        following table shows our operating results for the three months ended December
        31, 2007 and December 31, 2006.
 
 **Three
                  Months ended**
                **December
                  31, 2007**
                **(unaudited)
                  ($)**
              
              **Three
                  Months ended**
                **December
                  31, 2006**
                **(unaudited)
                  ($)**Net
                  Sales
              
              
              3,756,142
              
              
              2,081,043Cost
                  of goods sold
              
              
              1,621,220
              
              
              903,090Gross
                  profit
              
              
              2,134,923
              
              
              1,177,954Selling
                  Expenses
              
              
              320,133
              
              
              162,999Operating
                  and Administrative Expenses
              
              
              1,023,345
              
              
              60,228Operating
                  Income
              
              
              791,445
              
              
              954,727Total
                  Other Income (expense)
              
              
              (61,420
              )
              
              (73,096
              )Income
                  Before Income Taxes
              
              
              730,025
              
              
              881,631Provision
                  for Income Taxes
              
              
              -
              
              
              66,126Net
                  Income
              
              
              730,025
              
              
              815,505Foreign
                  currency translation gain (loss)
              
              
              379,536
              
              
              (24,690
              )Comprehensive
                  Income
              
              
              1,109,561
              
              
              790,815
  23
  *Net
        Sales*
 
 Our
        net
        sales for the three months ended December 31, 2007 were $3,756,142, an increase
        of $1,675,099, or 80.5%, from $2,081,043, which we had in the corresponding
        period in 2006. This increase was the result of an increase in sales volume
        due
        to expansion of our sales network, the launch of new products and the addition
        of our newly acquired greenhouse facility which contributed approximately
        $1,012,578 of sales over the same period.
 
 *Cost
        of Goods Sold*
 
 Cost
        of
        goods sold is primarily comprised of the cost of our raw materials and packaging
        materials, direct labor and manufacturing overhead expenses. Our cost of
        goods
        sold for the three months ended December 31, 2007 was $1,621,220, an increase
        of
        $718,130, or 79.5%, as compared to $903,090 for the corresponding period
        in
        2006. Cost of goods sold as a percentage of net sales was 43.2% and 43.4%
        for
        the three-month periods ended on December 31, 2007 and 2006, respectively.
        The
        increase in cost of goods sold was primarily due to the increase in our sales
        volume, while the cost of goods sold as a percentage of net sales for the
        three
        months ended December 31, 2007 remains at the similar level as compared to
        that
        of the same period in 2006.
 
 *Gross
        Profit*
 
 Our
        gross
        profit is equal to the difference between our net sales and our cost of goods
        sold. Our gross profit for the three months ended December 31, 2007 was
        $2,134,923, an increase of $956,969, or 81.2%, compared with $1,177,954 for
        the
        corresponding period in 2006. The increase in our gross profit was due to
        the
        increase in our sales revenue. Gross profit as a percentage of net sales
        was
        56.8% for the three months ended December 31, 2007, as compared to 56.6%
        during
        the same period in 2006.
 
 *Selling
        Expenses*
 
 Our
        selling expenses consist primarily of salary of sales personnel, advertising
        and
        promotion expenses, freight charges and related compensation. Selling expenses
        were $320,133 for the three-month period ended December 31, 2007 as compared
        to
        $162,999 for the same period ended December 31, 2006, an increase of $157,134
        or
        approximately 96.4%. The increase was primarily attributable to increased
        advertising and promotion expenses which resulted in a higher sales volume
        for
        the three months ended December 31, 2007.
  24
 
 *Operating
        and Administrative Expenses*
 
 Our
        operating and administrative expenses consist primarily of rental expenses,
        related salaries, business development, depreciation and traveling expenses,
        legal and professional expenses. Operating and administrative expenses were
        $1,023,345 for the three-month period ended December 31, 2007, as compared
        to
        $60,228 for the same period ended December 31, 2006, an increase of $963,117.
        The increase was mainly due to the expenses incurred in connection with the
        Reverse Merger and the Private Placement consummated on December 26, 2007.
 
 *Operating
        Income*
 
 Our
        operating income was $791,445 for the three month period ended December 31,
        2007, as compared to $954,727 for the same period ended December 31, 2006,
        a
        decrease of $163,282, or approximately 17.1%. The decrease was primarily
        attributable to the higher selling expenses and operating and administrative
        expenses.
 
 *Income
        Taxes*
 
 Techteam,
        our indirectly wholly owned operating subsidiary, incurred income tax of
        $66,126
        for the three months ended December 31, 2006 while no income tax incurred
        for
        the same period ended December 31, 2007 as a result of Techteam’s conversion
        from a domestic PRC enterprise to a wholly foreign owned enterprise status
        in
        August 2007 which qualified it for a tax holiday pursuant to PRC laws and
        regulations governing foreign invested enterprises. In 2006, Techteam was
        subject to the income tax at the rate of 15% as a high tech domestic PRC
        corporation. Techteam is to be subject to income tax at the rate of 18% for
        calendar 2008.
 
 *Net
        Income*
 
 Net
        income for the three months ended December 31, 2007 was $730,025, a decrease
        of
        $85,480, or 10.5% from $815,505 for the comparable period in 2006. The decrease
        was mainly due to the increase in operating and administrative expenses, and
        for
        the reasons described above, we do not expect net income to continue to decrease
        over the next several quarters.
 
 *Foreign
        Currency Translation Gains*
 
 We
        had a
        foreign currency translation gain of $379,536 for the three months ended
        December 31, 2007, as compared to $24,690 in loss for the same period in
        2006, a
        result of the appreciation of RMB, the functional currency of Techteam, against
        the U.S. dollars.
  25
 
 *Comprehensive
        Income*
 
 Comprehensive
        income for the three months ended December 31, 2007 was $1,109,561, an increase
        of $318,746 or 40.3%, from $790,815, compared with the same period in 2006.
        The
        increase is attributable to the foreign currency translation gain in $379,536
        as
        we described above.
  **SIX
        MONTHS ENDED DECEMBER 31, 2007 COMPARED WITH SIX MONTHS ENDED DECEMBER 31,
        2006.**
 
 The
        following table shows our operating results for the six months ended December
        31, 2007 and December 31, 2006.
 
 **Six
                  Months ended**
                **December
                  31, 2007**
                **(unaudited)
                  ($)**
              
              **Six
                  Months ended**
                **December
                  31, 2006**
                **(unaudited)
                  ($)**Net
                  Sales
              
              
              10,947,163
              
              
              6,872,356Cost
                  of goods sold
              
              
              4,394,981
              
              
              2,684,381Gross
                  profit
              
              
              6,552,182
              
              
              4,187,976Selling
                  Expenses
              
              
              471,838
              
              
              372,680Operating
                  and Administrative Expenses
              
              
              1,173,962
              
              
              279,353Operating
                  Income
              
              
              4,906,382
              
              
              3,535,943Total
                  Other Income (expense)
              
              
              (144,585
              )
              
              (163,257
              )Income
                  Before Income Taxes
              
              
              4,761,797
              
              
              3,372,685Provision
                  for Income Taxes
              
              
              -
              
              
              266,006Net
                  Income
              
              
              4,761,797
              
              
              3,106,680Foreign
                  currency translation gain (loss)
              
              
              553,997
              
              
              10,576Comprehensive
                  Income
              
              
              5,315,794
              
              
              3,117,256
 
 *Net
        Sales*
 
 Our
        net
        sales for the six months ended December 31, 2007 were $10,947,163, an increase
        of $4,074,807, or 59.3%, from $6,872,356, which we had in the corresponding
        period in 2006. This increase was the result of an increase in sales volume
        due
        to expansion of our sales network, the launch of new products and the addition
        of our newly acquired greenhouse facility which contributed 2,614,841 of
        sales
        over the same period.
 
 *Cost
        of Goods Sold*
 
 Cost
        of
        goods sold is primarily comprised of the cost of our raw materials and packaging
        materials, direct labor and manufacturing overhead expenses. Our cost of
        goods
        sold for the six months ended December 31, 2007 was $4,394,981, an increase
        of
        $1,710,600, or 63.7%, as compared to $2,684,381 for the corresponding period
        in
        2006. Cost of goods sold as a percentage of net sales was 40.1% and 39.1%
        for
        the six-month periods ended on December 31, 2007 and 2006, respectively.
        The
        increase in cost of goods sold was primarily due to the increase in our sales
        volume, while the cost of goods sold as a percentage of net sales for the
        six
        months ended December 31, 2007 remains in the similar level as compared to
        that
        of the same period in 2006.
  26
 
 *Gross
        Profit*
 
 Our
        gross
        profit is equal to the difference between our net sales and our cost of goods
        sold. Our gross profit for the six months ended December 31, 2007 was
        $6,552,182, an increase of $2,364,206, or 56.5%, compared with $4,187,976
        for
        the corresponding period in 2006. The increase in our gross profit was due
        to
        the increase in our sales revenue. Gross profit as a percentage of net sales
        was
        59.9% for the six months ended December 31, 2007, as compared to 60.9% during
        the same period in 2006.
 
 *Selling
        Expenses*
 
 Our
        selling expenses consist primarily of salary of the sales personnel, advertising
        and promotion expenses, freight charges and related compensation. Selling
        expenses were $471,838 for the six-month period ended December 31, 2007 as
        compared to $372,680 for the same period ended December 31, 2006, an increase
        of
        $99,158 or approximately 26.6%. The increase was primarily attributable to
        the
        increased advertising and promotion expenses which resulted in a higher sales
        volume.
 
 *Operating
        and Administrative Expenses*
 
 Our
        operating and administrative expenses consist primarily of rental expenses,
        related salaries, business development, depreciation and traveling expenses,
        legal and professional expenses. Operating and administrative expenses were
        $1,173,962 for the six-month period ended December 31, 2007, as compared
        to
        $279,353 for the same period ended December 31, 2006, an increase of $894,609.
        The increase was mainly due to the expenses incurred in connection with the
        Reverse Merger and the Private Placement consummated on December 26, 2007.
 
 *Operating
        Income*
 
 Our
        operating income was $4,906,382 for the six month period ended December 31,
        2007, as compared to $3,535,943 for the same period ended December 31, 2006,
        an
        increase of $1,370,439, or approximately 38.8%. The increase was primarily
        attributable to the increase in our sales of our humic acid based liquid
        compound fertilizer and the addition of our newly acquired greenhouse facility.
 
 *Income
        Taxes*
 
 Techteam,
        our indirectly wholly owned operating subsidiary, incurred income tax of
        $266,006 for the six months ended December 31, 2006 while there is none for
        the
        same period ended December 31, 2007 as a result of Techteam’s conversion from a
        domestic PRC enterprise to a wholly foreign owned enterprise status in August
        2007 which qualified it for a tax holiday by December 31, 2007 pursuant to
        PRC
        laws and regulations governing foreign invested enterprises. In 2006, Techteam
        was subject to income tax at the rate of 15% as a high tech domestic PRC
        corporation but categorized as high and new technology enterprise. Techteam
        is
        to be subject to the income tax at the rate of 18% for calendar
        2008.
  27
 
 *Net
        Income*
 
 Net
        income for the six months ended December 31, 2007 was $4,761,797, an increase
        of
        $1,655,117, or 53.3% from $3,106,680 for the comparable period in 2006. The
        increase was mainly a result of our increased net sales.
 
 *Foreign
        Currency Translation Gains*
 
 We
        had a
        foreign currency translation gain of $553,997 for the six months ended December
        31, 2007, as compared to $10,576 for the same period in 2006, a result of
        the
        appreciation of RMB, the functional currency of Techteam, against the U.S.
        dollars.
 
 *Comprehensive
        Income*
 
 Comprehensive
        income for the six months ended December 31, 2007 was $5,315,794, an increase
        of
        $2,198,538 or 70.5%, from $3,117,256, compared with the same period in 2006.
        The
        increase is attributable to the gain in foreign currency translation and
        the
        increase in net income as we described above.
  **Liquidity
        and Capital Resources**
 
 As
        of
        December 31, 2007, we had cash and cash equivalents of $9,725,194 and a
        restricted cash of $4,250,000. Our current assets were $19,656,029 and our
        current liabilities are $9,548,767, including $4,290,845 short term loans,
        which
        results in a current ratio of approximately 2.06X. Our total stockholders’
equity as of December 31, 2007 was $28,417,998.
 
 On
        December 26, 2007, we raised a total of approximately $20,519,255 from a
        Private
        Placement. Pursuant to the terms of the Private Placement, an aggregate of
        $4,250,000 of the proceeds from the Private Placement are held in an escrow
        account. The release of the escrowed fund is conditioned on our hiring of
        a
        qualified CFO and two independent directors and hiring an investors relations
        firm. We have retained an investors relation service firm and therefore,
        the
        related monthly fees come directly from the escrow account on a monthly basis.
  28
 
 *Cash
        Flows*  *(in
        U.S. Dollars)*
 Six
                  Months Ended December 31,2007
              
              2006Net
                  cash provided by (used in) operating activities
              
              
              5,317,938
              
              
              5,795,094Net
                  cash provided by (used in) investing activities
              
              
              (9,295,255
              )
              
              (9,634,994
              )Net
                  cash provided (used in) by financing activities
              
              
              13,586,384
              
              
              3,833,348
  *Operating
        Activities*
 
 Net
        cash
        provided by operating activities for the six months ended December 31, 2007
        was
        $5,317,938, as compared with $5,795,094 for the same period in 2006, a decrease
        of $477,156. The decrease is primarily due to the increase in
        inventories.
 
 *Investing
        Activities*
 
 Our
        principal use of cash for investing activities for the six months ended December
        31, 2007 were advances for construction in progress of updating our greenhouse
        facilities and the initial construction of a new production line and for
        payment
        to Techteam’s former shareholders to complete the purchase of Techteam.
        These funds were returned to Techteam as working capital.
 
 Net
        cash
        used in investing activities for the six months ended December 31, 2007 totaled
        $9,295,255, a decrease of $339,739 from $9,634,994 for the same period in
        2006.
 
 *Financing
        Activities*
 
 Net
        cash
        provided by financing activities for the six months ended December 31, 2007
        was
        $13,586,384, an increase of $9,753,036 from $3,833,348 for the same period
        in
        2006. The increase was principally due to the Private Placement as we described
        above.
  **Off-Balance
        Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements.
 
 **Seasonality**
 
 Normally,
        our peak selling season is in spring and summer from March through October.
        We
        experience seasonal variations in our revenues and our operating costs due
        to
        seasonality. Periods of cold weather may delay the application of the fertilizer
        or render it unnecessary thereby reducing demand for our products. Demand
        for
        our humic acid based liquid compound fertilizer products fluctuates with
        weather
        conditions with approximately 30% in terms of our revenue variations. We
        plan to
        develop our customer base in southern China such as Hainan province, which
        has a
        warm winter to mitigate the seasonal variations in our future
        revenues.
 
 29




**Item
      3.** **Controls
      and Procedures**




(a)   *Evaluation
      of disclosure controls and procedures* .
      At the
      conclusion of the period ended December 31, 2007 we carried out an evaluation,
      under the supervision and with the participation of our management, including
      our Chief Executive Officer and Chief Financial Officer, of the effectiveness
      of
      the design and operation of our disclosure controls and procedures (as defined
      in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rules
      13a-15e and 15d-15e). Based upon that evaluation, our Chief Executive Officer
      and Chief Financial Officer concluded that as of the end of the period covered
      by this report, our disclosure controls and procedures were effective and
      adequately designed to ensure that the information required to be disclosed
      by
      us in the reports we submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the applicable
      rules and forms and that such information was accumulated and communicated
      to
      our Chief Executive Officer and Chief Financial Officer, in a manner that
      allowed for timely decisions regarding required disclosure.





(b)  *Changes
      in internal controls* .
      During
      the period covered by this report, there was no change in our internal control
      over financial reporting that has materially affected, or is reasonably likely
      to materially affect our internal control over financial reporting.




**PART
      II OTHER INFORMATION**





**Item
      6.** **Exhibits**





(a)
      Exhibits





31.1
      -
      Certification of Chief Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 by Mr. Tao Li.





31.2
      -
      Certification of Chief Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002 by Mr. Yu Hao.





32.1
      -
      Certification of Chief Executive Officer and Chief Financial Officer pursuant
      to
      Section 906 of the Sarbanes-Oxley Act of 2002 by Mr. Tao Li and Mr. Yu
      Hao.




30





SIGNATURES





Pursuant
      to the requirements of the Securities Act of 1934, the Registrant has duly
      caused this report to be signed on its behalf by the undersigned there unto
      duly
      authorized.


Date:
                  February 14, 2008CHINA
                  GREEN AGRICULTURE, INC.BY:
              /s/
              Tao
                  LiTao
                  LiPresident
                  and Chief Executive Officer(principal
                  executive officer)BY:
              /s/
              Yu
                  HaoYu
                  HaoChief
                  Financial Officer(principal
                  financial officer and accounting officer)




31