**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q/A**


**(Amendment
      No. 1)**





(Mark
      One)





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





For
      the
      quarterly period ended **March
      31, 2008**




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)





+86-29-88266368


(Issuer's
      telephone number)





Indicate
      by check mark whether the registrant (1) filed all reports required to be filed
      by Section 13 or 15(d) of the Exchange Act of 1934 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 large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filero
            Accelerated
                fileroNon-accelerated
                filero
              Do
                not check if a smaller reporting company
            Smaller
                reporting companyx





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





Indicate
      the number of shares outstanding of each of the issuer's classes of common
      stock, as of the latest practicable date:  18,381,702 shares of Common
      Stock, $.001 par value, were outstanding as of October 24,
      2008.







**Explanatory
      Note**




This
      Amendment No. 1 to the Quarterly Report on Form 10-Q/A is filed as an amendment
      to the Quarterly Report on Form 10-QSB for the quarter ended March 31, 2008
      filed by China Green Agriculture, Inc. (the "Company") on May 15, 2008. There
      were clerical errors in “Basic and diluted net earnings per share” (“EPS”) of
      the Company’s Consolidated Statements of Income and Comprehensive Income
      Statement. (The correct EPS for the nine months ended March 31, 2008 is $0.48,
      instead of our previously stated $0.63. The correct EPS for the three months
      ended March 31, 2008 is $0.09, instead of our previously stated $0.17.) The
      Company is filing this amendment to correct such errors.




This
      Amendment No. 1 to the Quarterly Report on Form 10-Q/A of the Company has not
      been updated or modified in any other way and speaks only as of the date of
      the
      original filing, May 15, 2008.





TABLE
      OF
      CONTENTS





PagePART
                I
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                Statements
            3Consolidated
                Balance SheetsAs
                of March 31, 2008 (Unaudited)
            3Consolidated
                Income StatementsFor
                the Three and Nine Months Ended March 31, 2008 and 2007
                (Unaudited)
            4Consolidated
                Statements of Cash FlowsFor
                the Nine Months Ended March 31, 2008 and 2007 (Unaudited)
            5Notes
                to Consolidated Financial StatementsAs
                of March 31, 2008 (Unaudited)
            6Item
                2.
            Management’s
                Discussion and Analysis or Plan of Operation.
            23Item
                3.
            Controls
                and Procedures
            31PART II
            OTHER
                  INFORMATIONItem
                6.
            Exhibits
            31Signatures
            
            32Exhibits/Certifications


2


**PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1.** **Financial
        Statements**
  **CHINA
                    GREEN AGRICULTURE INC. AND SUBSIDIARIES****CONSOLIDATED
                    BALANCE SHEET****AS
                    OF March 31, 2008****(UNAUDITED)**
  **ASSETS****Current
                    Assets**Cash
                    and cash equivalents
                
                $
                13,986,395Restricted
                    cash
                
                
                4,228,641Accounts
                    receivable, net
                
                
                1,729,049Inventories
                
                
                5,819,014Other
                    assets
                
                
                137,327Advances
                    to suppliers
                
                
                273,289**Total
                    Current Assets**
                
                
                26,173,715**Plant,
                    Property and Equipment, net**
                
                
                17,202,971**Advances
                    for Construction In Progress**
                
                
                431,689**Construction
                    In Progress**
                
                
                68,118**Intangible
                    Assets, net**
                
                
                1,179,708**Total
                    Assets**
                
                $
                45,056,201**LIABILITIES
                    AND SHAREHOLDERS' EQUITY****Current
                    Liabilities**Accounts
                    payable
                
                $
                443,191Unearned
                    revenue
                
                
                123,651Other
                    payables and accrued expenses
                
                
                340,800Advances
                    from other unrelated companies
                
                
                304,279Amount
                    due to related parties
                
                
                1,300Taxes
                    payable
                
                
                4,410,059Short
                    term loans
                
                
                4,107,245**Total
                    Current Liabilities**
                
                
                9,730,525**Common
                    Stock, $.001 par value, 6,313,617 shares subject to
                    redemption**
                
                
                20,519,255Commitment
                
                
                -**Stockholders'
                    Equity**Preferred
                    Stock, $.001 par value, 20,000,000 shares authorized, Zero shares
                    issued
                    and outstanding
                
                
                -Common
                    stock, $.001 par value, 780,000,000 shares authorized, 12,000,400
                    shares issued and outstanding
                
                
                12,000Additional
                    paid-in capital
                
                
                737,270Retained
                    earning
                
                
                12,302,191Accumulated
                    other comprehensive income
                
                
                1,754,960Total
                    Stockholders' Equity
                
                
                14,806,421**Total
                    Liabilities and Stockholders' Equity**
                
                $
                45,056,201
  The
            accompanying notes are an integral part of these consolidated financial
            statements.
 3
  **CONSOLIDATED
                    STATEMENTS OF INCOME AND COMPREHENSIVE INCOME****FOR
                    THE THREE AND NINE MONTHS ENDED MARCH 31, 2008 AND 2007****(UNAUDITED)**
  Nine Months Ended March 31
                  
                  Three Months Ended March 312008
                  
                  2007
                  
                  2008
                  
                  2007**Net
                      sales**
                  
                  $
                  15,382,089
                  
                  $
                  9,070,972
                  
                  $
                  4,434,926
                  
                  $
                  2,198,615**Cost
                      of goods sold**
                  
                  
                  6,377,066
                  
                  
                  3,687,416
                  
                  
                  1,982,084
                  
                  
                  1,003,035**Gross
                      profit**
                  
                  
                  9,005,023
                  
                  
                  5,383,555
                  
                  
                  2,452,841
                  
                  
                  1,195,580**Operating
                      expenses**Selling
                      expenses
                  
                  
                  614,646
                  
                  
                  400,108
                  
                  
                  142,808
                  
                  
                  27,428Operating
                      and administrative expenses
                  
                  
                  1,430,762
                  
                  
                  463,482
                  
                  
                  256,800
                  
                  
                  184,130**Total
                      operating expenses**
                  
                  
                  2,045,408
                  
                  
                  863,590
                  
                  
                  399,608
                  
                  
                  211,558**Income
                      from operations**
                  
                  
                  6,959,615
                  
                  
                  4,519,965
                  
                  
                  2,053,233
                  
                  
                  984,022**Other
                      income (expense)**Other
                      income(expense)
                  
                  
                  39,647
                  
                  
                  (1,457
                  )
                  
                  655
                  
                  
                  1,514Interest
                      income
                  
                  
                  27,224
                  
                  
                  20,559
                  
                  
                  11,697
                  
                  
                  122Interest
                      expense
                  
                  
                  (284,361
                  )
                  
                  (270,551
                  )
                  
                  (86,761
                  )
                  
                  (90,190
                  )Bank
                      charges
                  
                  
                  (6,442
                  )
                  
                  (425
                  )
                  
                  (4,939
                  )
                  
                  (63
                  )**Total
                      other income (expense)**
                  
                  
                  (223,933
                  )
                  
                  (251,875
                  )
                  
                  (79,348
                  )
                  
                  (88,618
                  )**Income
                      before income taxes**
                  
                  
                  6,735,682
                  
                  
                  4,268,090
                  
                  
                  1,973,886
                  
                  
                  895,405Provision
                      for income taxes
                  
                  
                  301,841
                  
                  
                  266,006
                  
                  
                  301,841
                  
                  
                  -**Net
                      income**
                  
                  
                  6,433,842
                  
                  
                  4,002,084
                  
                  
                  1,672,045
                  
                  
                  895,405**Other
                      comprehensive income**Foreign
                      currency translation gain
                  
                  
                  1,511,242
                  
                  
                  20,041
                  
                  
                  957,245
                  
                  
                  9,465**Comprehensive
                      income**
                  
                  $
                  7,945,084
                  
                  $
                  4,022,125
                  
                  $
                  2,629,290
                  
                  $
                  904,869**Basic
                      and diluted weighted average shares outstanding**
                  
                  
                  13,482,590
                  
                  
                  10,770,669
                  
                  
                  18,314,017
                  
                  
                  10,770,669**Basic
                      and diluted net earnings per share***
                  
                  $
                  0.48
                  
                  $
                  0.37
                  
                  $
                  0.09
                  
                  $
                  0.08
  *Basic
            and diluted shares are the same because there is no anti dilutive effect
 The
            accompanying notes are an integral part of these consolidated financial
            statements.
  4
  **CHINA
                    GREEN AGRICULTURE INC. AND SUBSIDIARIES****STATEMENTS
                    OF CASH FLOWS****FOR
                    THE NINE MONTHS ENDED MARCH 31, 2008 AND 2007****(UNAUDITED)**
  2008
                
                2007**Cash
                    flows from operating activities**Net
                    income
                
                $
                6,433,842
                
                $
                4,002,084Adjustments
                    to reconcile net income to net cash provided by operating
                    activitiesShare
                    capital contribution - rental and interest paid by
                    shareholders
                
                
                32,656
                
                
                43,224Depreciation
                
                
                703,271
                
                
                266,556Amortization
                
                
                78,693
                
                
                73,921Decrease
                    / (Increase) in current assetsAccounts
                    receivable
                
                
                256,854
                
                
                77,917Other
                    receivables
                
                
                79,100
                
                
                -Inventories
                
                
                (3,696,399
                )
                
                (1,028,026
                )Advances
                    to suppliers
                
                
                (45,061
                )
                
                (22,200
                )Other
                    assets
                
                
                (16,581
                )
                
                206,762(Decrease)
                    / Increase in current liabilitiesAccounts
                    payable
                
                
                131,130
                
                
                (186,446
                )Unearned
                    revenue
                
                
                33,561
                
                
                52,726Tax
                    payables
                
                
                1,855,704
                
                
                930,634Other
                    payables and accrued expenses
                
                
                (365,254
                )
                
                4,964,995**Net
                    cash provided by operating activities**
                
                
                5,481,516
                
                
                9,382,146**Cash
                    flows from investing activities**Acquisition
                    of plant, property, and equipment
                
                
                (4,917,610
                )
                
                (9,677,692
                )Advances
                    for construction in progress
                
                
                (409,841
                )
                
                -Additions
                    to construction in progress
                
                
                (20,655
                )
                
                (22,527
                )**Net
                    cash used in investing activities**
                
                
                (5,348,106
                )
                
                (9,700,220
                )**Cash
                    flows from financing activities**Repayment
                    of loan
                
                
                (1,827,836
                )
                
                (1,907,759
                )Borrows
                    of loan
                
                
                1,353,952
                
                
                1,716,983Proceeds
                    from private placement
                
                
                18,602,720
                
                
                -Restricted
                    cash put in escrow
                
                
                (4,228,641
                )
                
                -(Payments)/proceeds
                    to/from related parties
                
                
                (642,342
                )
                
                511,744**Net
                    cash provided by financing activities**
                
                
                13,257,854
                
                
                320,968**Effect
                    of exchange rate change on cash and cash
                    equivalents**
                
                
                513,415
                
                
                20,041**Net
                    increase in cash and cash equivalents**
                
                
                13,904,679
                
                
                22,935**Cash
                    and cash equivalents, beginning balance**
                
                
                81,716
                
                
                45,623**Cash
                    and cash equivalents, ending balance**
                
                $
                13,986,395
                
                $
                68,558**Supplement
                    disclosure of cash flow information**Interest
                    expense paid
                
                $
                (222,260
                )
                $
                (231,572
                )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
          Videophone, Inc. in 1987 under the laws of the State of Kansas (It later
          changed
          its name to Discovery Systems, Inc. till June 13, 1990 and Discovery
          Technologies, Inc. from June 14, 1990 to February 4, 2008). 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 engaged 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, Inc. (“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, 2007, 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” or “Green New
          Jersey”), 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 the
          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 acquisition 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
          24, 2007, Green Agriculture Holding Corporation acquired 100% outstanding
          shares
          of Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Techteam Jinong”)
          which owns 100% equity of Xi’an Jintai Agriculture Technology Development
          Company (“Xi’an Jintai” or “Jintai”). Green Agriculture was incorporated on
          January 27, 2007 under the laws of the State of New Jersey with initially
          two
          shareholders owning 89% and 11% of its stock. As of December 25, 2007,
          immediately prior to the share exchange between the Company and Green Holding,
          Yinshing David To (95.1%), Paul Hickey (2.45%) and Greg Freihofner (2.45%),
          (collectively, the “Green Holding Stockholders”) owned 100% of the outstanding
          capital stock of Green Holding. Green Agriculture, 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.
          The
          exchange of shares with Techteam has been accounted for as a reverse acquisition
          under the purchase method of accounting since the stockholders of the Techteam
          obtained control of the consolidated entity. Accordingly, the merger of
          the two
          companies has been recorded as a recapitalization of Techteam, with Teahteam
          being treated as the continuing entity. 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” or “Jinong”).
 
 On
          January 19, 2007, Techteam Jinong incorporated Xi’an Jintai which provides
          testing and experimental data collection base for the function and feature
          of
          the new fertilizer products produced by Techteam Jinong by imitating the
          various
          growing conditions and stages or cycle for a variety of plants, such as
          flowers,
          vegetables and seedlings which the fertilizers apply on. Xi’an Jintai also sells
          such plants themselves to the customers and generates sales.
  7
 **CHINA** **GREEN
              AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
              TO** **UNAUDITED
              CONSOLIDATED FINANCIAL STATEMENTS**
 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.
 
 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 nine month period ended March
          31,
          2008 are not necessarily indicative of the results to be expected for the
          full
          fiscal year ending June 30, 2008.
  8
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 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.
 
 Cash
          and cash equivalents
 
 For
          statement of cash flows purposes, the Company considers all cash on hand
          and in
          banks, , certificates of deposit and other highly-liquid investments with
          maturities of three months or less, when purchased, to be cash and cash
          equivalents. Cash overdraft as of balance sheet date will be reflecting
          as
          liabilities in the balance sheet. As of March 31, 2008, cash and cash
          equivalents amounted to $13,986,395 and no cash over draft.
 
 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 March 31, 2008, the Company
          had
          accounts receivable of $1,729,049, net of allowance for doubtful accounts
          of
          $256,570. This
          reserve was comprised of one receivable from a unrelated party amounting
          $68,815
          and the rest of amount from many various customers.
 
 Advances
          to suppliers
 
 The
          Company makes advances to certain vendors for purchase of its material.
          As of
          March 31, 2008, the advances to suppliers amounted to $273,289
 
 Advances
          for construction in progress
 
 The
          Company makes advances to certain vendors for construction in progress.
          As of
          March 31, 2008, the advances to suppliers amounted to $431,689.
  9
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 Inventories
 
 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:
 
 EstimatedUseful
                    LifeBuilding
                10-40
                    yearsLeasehold
                    improvements
                3-5
                    yearsMachinery
                    and equipments
                5-15
                    yearsVehicle
                3-5
                    years
 
 Leasehold
          improvements are amortized over the lease term or the estimated useful
          life,
          whichever is shorter.
 
 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 March 31, 2008.
  10
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 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 March 31, 2008 and 2007, were $2,731 and $ 1,296, respectively.
          Advertising costs for the nine months ended March 31, 2008 and 2007 were
          $231,411 and $250,040, respectively.
 
 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.
  11
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 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.
 
 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.
  12
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 During
          the six month ended December 31, 2006, the company was organized in one
          segment.
          During the nine months ended March 31, 2008, 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 nine months ended March
          31,
          2008.
 For
                      the nine months end March 312008
                  
                  2007(Unaudited)
                  
                  (Unaudited)Revenues
                      from unaffiliated customers:Fertilizer
                  
                  $
                  11,852,614
                  
                  $
                  8,669,469Agricultural
                      products
                  
                  
                  3,529,475
                  
                  
                  401,503Consolidated
                  
                  $
                  15,382,089
                  
                  $
                  9,070,972Operating
                      income :Fertilizer
                  
                  $
                  5,850,358
                  
                  $
                  4,348,414Agricultural
                      products
                  
                  
                  1,835,514
                  
                  
                  171,551Reconciling
                      item (1)
                  
                  
                  (69,588
                  )
                  
                  -Reconciling
                      item (2)
                  
                  
                  (656,669
                  )
                  
                  -Consolidated
                  
                  $
                  6,959,615
                  
                  $
                  4,519,965Identifiable
                      assets:Fertilizer
                  
                  $
                  36,865,674
                  
                  $
                  15,529,427Agricultural
                      products
                  
                  
                  3,707,995
                  
                  
                  1,873,967-Reconciling
                      item (1)
                  
                  
                  253,891
                  
                  
                  -Reconciling
                      item (2)
                  
                  
                  4,228,641
                  
                  
                  -Consolidated
                  
                  $
                  45,056,201
                  
                  $
                  17,403,395
  13
 **CHINA** **GREEN
                  AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                  TO** **UNAUDITED
                  CONSOLIDATED FINANCIAL STATEMENTS**
 Net
                      incomeFertilizer
                  
                  $
                  5,312,719
                  
                  $
                  3,830,533Agricultural
                      products
                  
                  
                  1,835,760
                  
                  
                  171,551Reconciling
                      item (1)
                  
                  
                  (57,968
                  )
                  
                  -Reconciling
                      item (2)
                  
                  
                  (656,669
                  )
                  
                  -Consolidated
                  
                  $
                  6,433,842
                  
                  
                  4,002,084Interest
                      expense:Fertilizer
                  
                  $
                  284,361
                  
                  $
                  270,551Agricultural
                      products
                  
                  
                  -
                  
                  
                  -Consolidated
                  
                  $
                  284,361
                  
                  $
                  270,551
  (1)
            Reconciling amounts refer to the unallocated assets or expenses of Green
            Agriculture.
  (2)
          Reconciling amounts to the unallocated assets or expenses of the parent
          Company.
  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
          December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
          Consolidated Financial Statements”, which is an amendment of Accounting Research
          Bulletin (“ARB”) No. 51.  This statement clarifies that a
          noncontrolling interest in a subsidiary is an ownership interest in the
          consolidated entity that should be reported as equity in the consolidated
          financial statements.  This statement changes the way the consolidated
          income statement is presented, thus requiring consolidated net income to
          be
          reported at amounts that include the amounts attributable to both parent
          and the
          noncontrolling interest.  This statement is effective for the fiscal
          years, and interim periods within those fiscal years, beginning on or after
          December 15, 2008.  Based on current conditions, the Company does not
          expect the adoption of SFAS 160 to have a significant impact on its results
          of
          operations or financial position.
  14
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 In
          December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
          Combinations.”  This statement replaces FASB Statement No. 141,
“Business Combinations.” This statement retains the fundamental requirements in
          SFAS 141 that the acquisition method of accounting (which SFAS 141 called
          the purchase method) be used for all business combinations and for an acquirer
          to be identified for each business combination. This statement defines
          the
          acquirer as the entity that obtains control of one or more businesses in
          the
          business combination and establishes the acquisition date as the date that
          the
          acquirer achieves control. This statement requires an acquirer to recognize
          the
          assets acquired, the liabilities assumed, and any noncontrolling interest
          in the
          acquired at the acquisition date, measured at their fair values as of that
          date,
          with limited exceptions specified in the statement. This statement 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 160
          to have
          a significant impact on its results of operations or financial
          position.
 
 In
          March,
          2008, the FASB issued FASB Statement No. 161, “Disclosures about Derivative
          Instruments and Hedging Activities”. The new standard is intended to improve
          financial reporting about derivative instruments and hedging activities
          by
          requiring enhanced disclosures to enable investors to better understand
          their
          effects on an entity’s financial position, financial performance, and cash
          flows. It is effective for financial statements issued for fiscal years
          and
          interim periods beginning after November 15, 2008, with early application
          encouraged. The new standard also improves transparency about the location
          and
          amounts of derivative instruments in an entity’s financial statements; how
          derivative instruments and related hedged items are accounted for under
          Statement 133; and how derivative instruments and related hedged items
          affect
          its financial position, financial performance, and cash flows.
 FASB
          Statement No. 161 achieves these improvements by requiring disclosure of
          the
          fair values of derivative instruments and their gains and losses in a tabular
          format. It also provides more information about an entity’s liquidity by
          requiring disclosure of derivative features that are credit risk-related.
          Finally, it requires cross-referencing within footnotes to enable financial
          statement users to locate important. Based on current conditions, the Company
          does not expect the adoption of SFAS 161 to have a significant impact on
          its
          results of operations or financial position.
  15
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 **NOTE
          3 - INVENTORIES**
 
 Inventories
          consist of the following as of March31, 2008:
 
 Raw
                    materials
                
                $
                603,672Supplies
                    and packing materials
                
                
                558,503Work
                    in progress
                
                
                3,205,892Finished
                    goods
                
                
                1,450,947Totals
                
                $
                5,819,014
  **NOTE
          4 - OTHER ASSETS**
 
 As
          of
          March 31, 2008, other assets comprised of following:
 Other
                      receivables
                  
                  $
                  100,708Promotion
                      samples
                  
                  
                  36,619Total
                  
                  $
                  137,327
  Other
          receivables represent advances made to non-related companies and employees
          for
          $87,259 and notes receivable from various customers for $13,449. 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 March 31, 2008:
 
 Building
                    and improvements
                
                $
                8,597,610Vehicle
                
                
                23,217Machinery
                    and equipments
                
                
                10,030,707Totals
                
                
                18,651,533Less:
                    accumulated depreciation
                
                
                (1,448,562
                )$
                17,202,971
 
 Depreciation
          expenses for the three months ended March 31, 2007 and 2008 were $198,523
          and
          $300,489, respectively. Depreciation expenses for the nine months ended
          March
          31, 2007 and 2008 were $266,556 and $703,271, respectively.
  16
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 **NOTE
          6 - INTAGIBLE ASSETS**
 
 The
          intangible assets comprised of following at March 31, 2008:
 
 Land use right, net
                
                $
                900,422Technology know-how, net
                
                
                279,286Total
                
                $
                1,179,708
  LAND
          USE RIGHTS
 
 Under
          the
          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 which was approved by government.
 
 A
          shareholder contributed the land use rights on August 16 th ,
          2001.
          The land use right was recorded at cost of $1,038,947. The land use right
          is for
          fifty years. The land use right consist of the followings as of March 31,
          2008:
 
 Land
                    use right
                
                $
                1,038,947Less:
                    accumulated amortization
                
                
                (138,525
                )$
                900,422
 
 TECHNOLOGY
          KNOW-HOW
 
 A
          shareholder contributed the technology know-how on August 16, 2001. The
          technology know-how is recorded at cost of $837,859. 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 March 31,
          2008:
 
 Technology
                    Know-how
                
                $
                837,859Less:
                    accumulated amortization
                
                
                (558,573
                )$
                279,286
 
 Total
          amortization expenses of intangible assets for the nine months ended March
          31,
          2008 and 2007 amounted to $78,693 and $73,921, respectively. Total amortization
          expenses of intangible assets for the three months ended March 31, 2008
          and 2007
          amounted to $29,784 and $31,365 respectively. Amortization expenses of
          intangible assets for next five years after March 31, 2008 are as follows:
 
 1
                    year after
                
                $
                102,4182
                    year after
                
                
                102,4183
                    year after
                
                
                102,4184
                    year after
                
                
                102,4185
                    year after
                
                
                102,418Total
                
                $
                512,090
  17
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 As
          of
          March 31, 2008, construction in progress amounted to $68,118. Construction
          in
          progress is the construction for new product line.
 
 **NOTE
          7 - RELATED PARTIES TRANSATIONS**
 
 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 March
          31,
          2008, amount
          due to related parties amounted to $1,300 .
 
 **NOTE
          8 -** **ACCRUED
          EXPENSES** **AND OTHER PAYABLES**
 
 Accrued
          expenses and other payables of the following as of March 31, 2008:
 
 Payroll
                    payable
                
                $
                20,575Welfare
                    payable
                
                
                197,211Interest
                    and other accrued expenses
                
                
                22,528Other
                    levy payable
                
                
                100,485Total
                
                $
                340,800
 
 **NOTE
          9 - LOAN PAYABLES**
 
 As
          of
          March 31, 2008, the loan payables are as follows:
 
 Short
                    term loans payable:Xian
                    City Commercial Branch
                
                $
                2,139,190Xian
                    Agriculture Credit Union
                
                
                541,928Agriculture
                    Bank
                
                
                1,426,127Total
                
                $
                4,107,245
 
 At
          March
          31, 2008, the Company had a loan payable of $ 2,139,190 to
          Xi’an
          City Commercial Bank in China, with an annual interest rate of 9.585%,
          and due
          on April 1, 2008. The loan was renewed for one year till April 1, 2009
          with a
          new annual interest rate of 10.5825%. The loan is pledge by the land use
          right
          and property of the Company.
 
 At
          March
          31, 2008, the Company had a loan payable of $ 541,928 to Xi’an
          Agriculture Credit Union ,
          with an
          initial 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 nine
          months ended March 31, 2008 and 2007 for this loan. The Company has recorded
          the
          interest expenses paid by the shareholder as contributed capital.
  18
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 At
          March
          31, 2008, the Company had a loan payable of $ 1,426,127 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 $86,761 and $90,190 for three months ended March
          31, 2008
          and 2007. The interest expenses are $284,361 and $270,551 for nine months
          ended
          March 31, 2008 and 2007.
 
 **NOTE
          10 - TAX PAYABLES**
 
 Tax
          payables consist of the following as of March 31, 2008:
 
 VAT
                    payable
                
                $
                3,516,136Income
                    tax payable
                
                
                630,666Other
                    levies
                
                
                263,257$
                4,410,059
 
 **NOTE
          11 - ADVANCE FROM UNRELATED COMPANIES**
 Advance
          from unrelated companies as of March 31, 2008 was $304,279 from the unrelated
          parties. The advances were due on demand, no interest bearing and due on
          demand.
 
 **NOTE
          12 - OTHER INCOME (EXPENSES)**
 
 Other
          income (expenses) mainly consist of interest expenses and subsidy income
          from
          government.
 
 **NOTE
          13 - 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 nine months ended March 31, 2008 and 2007 are $301,841
          and
          $266,006 respectively. The income tax expenses for the three months ended
          March
          31, 2008 and 2007 are $301,841 and $66,126 respectively.
  19
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 The
          following table reconciles the U.S. statutory rates to the Company’s effective
          tax rate at March 31, 2008 and 2007:
 
 2008
                
                2007Tax
                    at statutory rate
                
                34%
                
                34%Foreign
                    tax rate difference
                
                -16%
                
                -19%Net
                    operating loss in other tax jurisdiction for where no benefit
                    is
                    realized
                
                -14%
                
                -15%4%
                
                0%
 
 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. From
          January 1, 2008, Techteam
          Jinong is
          subject to income tax at a rate of 18%. Xi’an Jintai is exempt from paying
          income tax for calendar 2007 as it is a wholly owned subsidiary of Techteam
          which was exempt from income tax. Jintai is also exempt from paying income
          tax
          for calendar 2008 as it produces the products which fall into the tax exemption
          list newly issued by the government.
 Due
          to
          non-operation in U.S. and tax free status in China, the Company had no
          deferred
          tax for the nine months ended March 31, 2008 and 2007.
 
 **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.
  20
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 **MAJOR
          CUSTOMERS AND VENDORS**
 
 There
          were three vendors from which we purchased more than 10% of our raw materials
          for the nine months ended March 31, 2008 with each vendor individually
          accounting for about 19%, 15% and 10%. Accounts payable to the venders
          amounted
          to $0, $385, and $49,697 as of March 31, 2008. There was one vendor that
          was
          over 10% of the total purchases for the nine months ended March 31, 2007
          with
          accounting for approximately 60%. Accounts payable to the vendors amounted
          to $0
          as of March 31, 2007.
 
 There
          WAs
          no customer that is accounted over 10% of the total sales as of the nine
          months
          ended March 31, 2008 and 2007.
 
 **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 the Company’s common stock that was
          completed on December 26, 2007. .If any governmental agency in the PRC
          challenges or otherwise takes any action that adversely affects the transactions
          contemplated by the Exchange Agreement, and the Company cannot undo such
          governmental action or otherwise address the material adverse effect to
          the
          reasonable satisfaction of the Investors within sixty (60) days of the
          occurrence of such governmental action, then, upon written demand from
          an
          Investor, the Company shall promptly, and in any event within thirty (30)
          days
          from the date of such written demand, pay to that Investor, as liquidated
          damages, an amount equal to that Investor’s entire Investment Amount with
          interest thereon from the Closing date until the date paid at the rate
          of 10%
          per annum. As a condition to the receipt of such payment, the Investor
          shall
          return to the Company for cancellation the certificates evidencing the
          Shares
          acquired by the Investor under the Agreement. In accordance with EITF D-98:
          Classification and Measurement of Redeemable Securities, the Company has
          classified the equity as temporary equity, as “Common Stock, $.001 par value,
          6,313,617 shares subject to redemption”.
  977,948
          shares were issued to the consultants 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.
          The
          total of $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. The Company
                    appointed
                    a CFO in April 2008.
 2.
                $2,000,000
                    is held pending the company hiring two independent directors,
                    therefore
                    constituting a majority independent directors in the board. T
                    he Company
                    appointed a majority of independent directors in April 2008.
 3.
                $250,000
                    is for the retaining of an Investors Relation firm.
 
 As
          of
          March 31, the balance of restricted cash is $4,228,641.
  21
 **CHINA** **GREEN
                AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
                TO** **UNAUDITED
                CONSOLIDATED FINANCIAL STATEMENTS**
 In
          connection with the Securities Purchase Agreement and the Private Placement,
          the
          Company 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’s shareholder provided free office space for the Company for the six
          months ended December 31, 2006. The Company has recorded the free lease
          as rent
          expenses and contributed capital based on Xi’an house rental market. From July
          2007, the company signed an office lease with the shareholder and started
          to pay
          the rent for $910 per month. The company recorded rent expenses of $4,578
          and
          $13,675 for the three and nine months ended March 31, 2007 as contributed
          capital and $2,739 and $7,908 as rent expenses for the three and nine months
          ended March 31, 2008. Rent expenses for the 5 years after March 31, 2008
          is as
          follows:
 
 1
                    year after
                
                $
                2,7302
                    year after
                
                
                03
                    year after
                
                
                04
                    year after
                
                
                05
                    year after
                
                
                0Total
                
                $
                2,730
 22
  **Item
        2.** **Management’s
        Discussion and Analysis or Plan of Operation**
  *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 the fertilizer industry and the
          impact of
          such competition on pricing, revenues and margins, the weather conditions
          in the
          areas where our customers are based, the cost of attracting and retaining
          highly
          skilled personnel, the prospects for future acquisitions and other factors
          set
          forth in our reports on Forms 10-K and 10-Q.*
  **Overview**
 
 China
          Green Agriculture, Inc. (formerly known as Discovery Technologies, Inc.)
          (the
“Company,” “we” or “us”) owns all of the issued and outstanding capital stock of
          Green Agriculture Holding Corporation (“Green New Jersey”) which owns 100% of
          the capital stock of Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd.,
          a
          company incorporated under the laws of the People’s Republic of China
          (“Techteam”).
 
 We,
          through Techteam, research, develop, manufacture and distribute humic acid
          organic liquid compound fertilizer 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. China is both the world’s
          largest manufacturer and consumer of fertilizers.
 
 In
          2005,
          compound fertilizers accounted for 27% of the total fertilizers consumed
          in
          China. However, the quality of such fertilizers in China is generally very
          low
          leading to ecosystem degradation. (Source: Ministry of Agriculture of the
          PRC).
          Organic compound fertilizers provide a balance of both organic and inorganic
          substances, thereby combining the speedy effectiveness of chemical fertilizers
          with the environmental benefits of the organic fertilizers.
 
 We
          have a
          multi-tiered product strategy which allows us to tailor our products to
          different needs and preferences of the Chinese fertilizer market, which
          vary
          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. In the Northwest areas, farmers’ low
          profit margin crops prevent them from investing too much in fertilizer
          thereby
          necessitating a broader spectrum, low cost fertilizer.
  We
          have
          developed more than 100 different fertilizer products. The leading five
          provinces by revenue for the fiscal quarter ended March 31, 2008 were Henan,
          Shandong, Heilongjiang, Anhui and Guangdong.
 
 Normally,
          our peak selling seasons for our fertilizer products is in spring and summer,
          from March through October (the rest of the months in a year are non-peak
          season). We experience seasonal variations in our revenues and our operating
          costs. Periods of cold weather may delay the application of the fertilizer,
          or
          render it unnecessary thereby reducing demand for our products. Historically
          we
          have experienced sales variations of up to 30% when compared to the sales
          of our
          peak season or non-peak season to that of our average revenues in fiscal
          2007.
          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.
 
 We
          conduct our research and development activities through Techteam’s wholly owned
          subsidiary, Xi’an Jintai Agriculture Technology Development Company (“Jintai”)
          through which we also sell high quality flowers and green vegetables and
          fruits
          which are grown in our research greenhouses to airlines, hotels and restaurants.
          Jintai owns its 137,000 square meter research and development facility.
          The
          functions of the green research and development facility are two-fold:
          (i) it
          provides testing and experimental data collection base for the function
          and
          feature of the new fertilizer products by imitating the various growing
          conditions and stages or cycle for a variety of plants, such as flowers,
          vegetables and seedlings which the fertilizers apply on and (ii) such plants
          themselves can be sold to the customers and generate sales. 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 specialized fertilizers.
  23
  **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, such as construction of our new production lines which we anticipate
          will provide us with an annual production capacity of 40,000 metric
          tons.
 
 **Results
          of Operations**
 
 **THREE
          MONTHS ENDED MARCH 31, 2008 COMPARED WITH THREE MONTHS ENDED MARCH 31,
          2007.**
 
 The
          following table shows our operating results for the three months ended
          March 31,
          2008 and March 31, 2007.
 
 **Three
                    Months ended**
                  **March
                    31, 2008**
                  **(unaudited)
                    ($)**
                
                **Three
                    Months ended**
                  **March
                    31, 2007**
                  **(unaudited)
                    ($)**Net
                    Sales
                
                
                4,434,926
                
                
                2,198,615Cost
                    of goods sold
                
                
                1,982,084
                
                
                1,003,035Gross
                    profit
                
                
                2,452,841
                
                
                1,195,580Selling
                    Expenses
                
                
                142,808
                
                
                27,428Operating
                    and Administrative Expenses
                
                
                256,800
                
                
                184,130Operating
                    Income
                
                
                2,053,234
                
                
                984,022Total
                    Other Income (expense)
                
                
                (79,348
                )
                
                (88,618
                )Income
                    Before Income Taxes
                
                
                1,973,886
                
                
                895,405Provision
                    for Income Taxes
                
                
                (301,841
                )
                
                -Net
                    Income
                
                
                1,672,045
                
                
                895,405
  *Net
          Sales*
 
 Our
          net
          sales for the three months ended March 31, 2008 were $4,434,926 (of which
          Jintai
          contributed $914,633), an increase of $2,236,311, or 102%, from $2,198,615,
          which we had in the corresponding period in 2007. The increase was attributable
          to the following factors: (i) an increase in sales volume of our fertilizer
          products due to increase of our sales by existing distributors which contributed
          a $1,321,678 increase in our revenues as compared to that of the same period
          in
          2007; and (ii) the addition of our greenhouse facility which contributed
          $914,633 of sales for the three months ended March 31, 2008. The greenhouse
          facility is operated by our wholly-owned subsidiary, Jintai, formed in
          January
          2007 and which has been generating revenues since March 2007. It produces
          flowers, vegetables and fruits.
 
 *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 March 31, 2008 was $1,982,084 (of which
          Techteam
          and Jintai recorded $1,462,274 and $519,810 respectively), an increase
          of
          $979,049, or 98%, as compared to $1,003,035 for the corresponding period
          in
          2007. Cost of goods sold as a percentage of net sales was 45% and 46% for
          the
          three-month periods ended on March 31, 2008 and 2007, respectively. The
          increase
          in cost of goods sold was primarily due to the increase in our sales, while
          the
          cost of goods sold as a percentage of net sales for the three months ended
          March
          31, 2008 remained constant year over year despite increased sales volume.
  24
  *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 March 31, 2008 was $2,452,841
          (of which Techteam and Jintai recorded $2,058,019 and $394,823 respectively),
          an
          increase of $1,257,261 (of which Techteam and Jintai recorded $1,037,623
          and
          $219,639 respectively), or 105%, compared with $1,195,580 (of which Techteam
          and
          Jintai recorded $1,020,396 and $175,184 respectively) for the corresponding
          period in 2007. The increase in our gross profit was due to the increase
          in our
          sales revenues generated in both Jinong and Jintai. Gross profit as a percentage
          of net sales was 55% for the three months ended March 31, 2008, as compared
          to
          54% during the same period in 2007.
 
 *Selling
          Expenses*
 
 Our
          selling expenses consist primarily of salary of sales personnel, advertising
          and
          promotion expenses, freight charges and related compensation. Selling expenses
          were $142,808 (of which Jintai incurred $29,722) for the three-month period
          ended March 31, 2008 as compared to $27,428 for the period ended March
          31, 2007,
          an increase of $115,380 or approximately 421%. The increase was primarily
          attributable to the significant increase in the aggregate salaries and
          travel
          expenses for our sales department, marketing personnel and technical service
          personnel.
 
 *Operating
          and Administrative Expenses*
 
 Our
          operating and administrative expenses consist primarily of rental expenses,
          related salaries, business development, depreciation and travel expenses,
          legal
          and professional expenses. Operating and administrative expenses were $256,800
          (of which Jintai incurred $7,120) for the three-month period ended March
          31,
          2008, as compared to $184,130 for the period ended March 31, 2007, an increase
          of $72,670. The increase was primarily attributable to accounting and legal
          expenses incurred during the three months ended March 31, 2008 as we made
          the
          transition to being a public company.
 
 *Operating
          Income*
 
 Our
          operating income was $2,053,233 for the three month period ended March
          31, 2008,
          as compared to $984,022 for the period ended March 31, 2008, an increase
          of
          $1,069,211, or approximately 109%. The increase was primarily attributable
          to
          the increase in the sales of our fertilizer products and agricultural products
          from our greenhouse facility. The greenhouse facility is operated by Jintai,
          which generated operating income of $357,981 for the three month period
          ended
          March 31, 2008.
 
 *Income
          Taxes*
 
 Techteam,
          our indirectly wholly owned operating subsidiary, had $301,841 income tax for
          the
          three months ended March 31, 2008 and $0 for the three months ended March
          31,
          2007. Both Techteam and Jintai did not owe any taxes as a wholly foreign
          owned
          entity under PRC law in Calendar 2007. Beginning January 1, 2008, Techteam
          will
          become subject to income tax at a rate of 18%. Jintai is exempt under PRC
          law
          from paying income tax for calendar 2008 as it produces products which
          enable it
          to claim an exemption from taxes under PRC law.
 
 *Net
          Income*
 
 Net
          income for the three months ended March 31, 2008 was $1,672,045, an increase
          of
          $776,640, or 87% from $895,405 for the comparable period in 2007. The increase
          was principally attributable to the increase in our sales revenue.
  25
  **NINE
          MONTHS ENDED MARCH 31, 2008 COMPARED WITH NINE MONTHS ENDED MARCH 31,
          2007**
 
 The
          following table shows our operating results for the nine months ended March
          31,
          2008 and March 31, 2007.
 
 **Nine
                    Months ended**
                  **March
                    31, 2008**
                  **(unaudited)
                    ($)**
                
                **Nine
                    Months ended**
                  **March
                    31, 2007**
                  **(unaudited)
                    ($)**Net
                    Sales
                
                
                15,382,089
                
                
                9,070,972Cost
                    of goods sold
                
                
                6,377,066
                
                
                3,687,416Gross
                    profit
                
                
                9,005,023
                
                
                5,383,555Selling
                    Expenses
                
                
                614,646
                
                
                400,108Operating
                    and Administrative Expenses
                
                
                1,430,762
                
                
                463,482Operating
                    Income
                
                
                6,959,615
                
                
                4,519,965Total
                    Other Income (expense)
                
                
                (223,933
                )
                
                (251,875
                )Income
                    Before Income Taxes
                
                
                6,735,682
                
                
                4,268,090Provision
                    for Income Taxes
                
                
                (301,841
                )
                
                (266,006
                )Net
                    Income
                
                
                6,433,842
                
                
                4,002,084
 
 *Net
          Sales*
 
 Our
          net
          sales for the nine months ended March 31, 2008 were $15,382,089, an increase
          of
          $6,311,117, or 70%, from $9,070,972, which we had in the corresponding
          period in
          fiscal 2007. This increase
          was attributable to the following factors: (i) an increase in sales volume
          in
          our fertilizer products which contributed a $1,823,492 increase in our
          revenues
          as compared to that of the same period in fiscal 2007; (ii) the launch
          of our
          new products which contributed $958,150 in revenues as compared to that
          of the
          same period in fiscal 2007; and (iii) the addition of our newly acquired
          greenhouse facility, which contributed $3,529,475 of sales for the
          nine months ended March 31, 2008.
 
 *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 nine months ended March 31, 2008 was $6,377,066, an increase
          of
          $2,689,650, or 73%, as compared to $3,687,416 for the corresponding period
          in
          fiscal 2007. Cost of goods sold as a percentage of net sales were both
          41% for
          the nine-month periods ended on March 31, 2008 and 2007. 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 nine months ended March
          31,
          2008 remained constant.
  *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 nine months ended March 31, 2008 was $9,005,023,
          an increase of $3,621,468, or 67%, compared with $5,383,555 for the
          corresponding period in 2007. The increase in our gross profit was due
          to the
          increase in our sales revenue. Gross profit margin for both nine-month
          periods
          ended March 31, 2008 and 2007 was 59%.The increase in sales of Techteam
          and
          Jintai contributed equally in the total sales increase.
 
 *Selling
          Expenses*
 
 Our
          selling expenses consist primarily of salaries of sales personnel, advertising
          and promotion expenses, freight charges and related compensation. Selling
          expenses were $614,646 for the nine-month period ended March 31, 2008 (of
          which,
          the selling expenses of Jintai were $39,920) as compared to $400,108 for
          the
          same period ended March 31, 2007, an increase of $214,538 or approximately
          54%.
          The increase was primarily attributable to increased advertising expenses,
          promotion costs incurred and higher salaries and travel expenses as a result
          of
          increased employees and sales activities.
  26
  *Operating
          and Administrative Expenses*
 
 Our
          operating and administrative expenses consist primarily of rental expenses,
          related salaries, business development, depreciation and travel expenses,
          and
          legal and professional expenses. Operating and administrative expenses
          were
          $1,430,762 for the nine-month period ended March 31, 2008 (of which, $124,026
          was Jintai’s operating and administrative expenses), as compared to $463,482 for
          the same period ended March 31, 2007, an increase of $967,280. The increase
          was
          primarily due to the expenses incurred in connection with the Reverse Merger
          and
          Private Placement transactions consummated by us on December 26, 2007.
 
 *Operating
          Income*
 
 Our
          operating income was $6,959,615 for the nine month period ended March 31,
          2008
          (with Jintai was generating $ 1,835,514 ),
          as
          compared to $4,519,965 for the same period ended March 31, 2007, an increase
          of
          $2,439,650, or approximately 54%. The increase was primarily attributable
          to the
          increase in our sales of our fertilizer products and the addition of sales
          of
          agricultural products through Jintai.
 
 *Income
          Taxes*
 
 Techteam,
          our indirectly wholly owned operating subsidiary, had
          $301,841of income tax for the nine months ended March 31, 2008 while
          $ 266,006 of
          income tax was incurred for the same period ended March 31, 2007. For the
          six
          months ended December 31, 2007, Techteam was qualified for a tax holiday
          pursuant to the PRC laws and regulations governing foreign invested enterprises
          as a result of its conversion from a domestic PRC enterprise to a wholly
          foreign
          owned enterprise status in August 2007. From January 1, 2008, Techteam
          is
          subject to income tax at a rate of 18%. Jintai was exempt from paying income
          tax
          for calendar 2007 as it is a wholly owned subsidiary of Techteam which
          was
          exempt from income tax. Jintai is also exempt from paying income tax for
          calendar 2008 as it produces products which qualify for a tax exemption
          under
          PRC law.
 
 *Net
          Income*
 
 Net
          income for the nine months ended March 31, 2008 was $6,433,842 (with Jintai
          earning $ 1,835,760 ),
          an
          increase of $2,431,758, or 61% from $4,002,084 for the comparable period
          in
          2007. The increase was primarily the result of our increased net sales
          described
          above.
 
 *Discussion
          of Segment Profitability Measures*
 
 Our
          business consists of two segments - the sale of fertilizer products through
          Techteam and the sale of agricultural products through Jintai. Each of
          the
          segments prepares its own quarterly or annual plans including marketing,
          research and development, production and sales along with budgets and resources
          allocation. Then, each of the segments submits their drafted plan to the
          Company’s planning department which consists of personnel from finance
          department who review and discuss it with the management team of each segment
          to
          ensure accuracy and feasibility. The Company’s CEO then receives the plans for
          final review and approval.
 
 The
          Company also has a quarterly budgeting and monthly forecasting process
          to make
          adjustments to the annual budget. The process is subject to the same approvals
          as the annual budgeting process.
 
 **Liquidity
          and Capital Resources**
 
 As
          of
          March 31, 2008, we had cash and cash equivalents of $13,986,395 and restricted
          cash of $4,228,641. Our current assets were $26,173,715 and our current
          liabilities are $9,730,525, including $4,107,245 short term loans, which
          resulted in a current ratio of approximately 2.78. Our total stockholders’
equity as of March 31, 2008 was $14,806,421.
  27
  We
          have
          historically financed our operations and capital expenditures principally
          through bank loans and cash provided by operations. 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 were held in an escrow account. The
          release
          of the escrowed fund was conditioned on our hiring of a qualified permanent
          CFO
          and two independent directors and hiring an investor relations firm. As
          of March
          31, 2008, there was an aggregate of $4,228,641 in escrow. As of the date
          of this
          report, we have satisfied all of the escrow release requirements.
 
 *Cash
          Flows*  *(in
          U.S. Dollars)*
 Nine
                    Months Ended March 31,2008
                
                2007Net
                    cash provided by (used in) operating activities
                
                
                5,481,516
                
                
                9,382,146Net
                    cash provided by (used in) investing activities
                
                
                (5,348,106
                )
                
                (9,700,220
                )Net
                    cash provided (used in) by financing activities
                
                
                13,257,854
                
                
                320,968
  *Operating
          Activities*
 
 Net
          cash
          provided by operating activities for the nine months ended March 31, 2008
          was
          $5,481,516 as compared with $9,382,146 for the same period in fiscal 2007,
          a
          decrease of $3,900,630. The decrease was mainly due to the increase of
          our
          inventory of $3,696,399 in our non-peak season in order to prepare for
          the
          market demand in the coming peak season.
 
 *Investing
          Activities*
 
 Net
          cash
          used in investing activities for the nine months ended March 31, 2008 totaled
          $5,348,106, a decrease of $4,352,114 from $9,700,220 for the same period
          in
          2007. The higher amount in 2007 was due to expenditures on Jintai’s greenhouse
          facility.
 
 *Financing
          Activities*
 
 Net
          cash
          provided by financing activities for the nine months ended March 31, 2008
          was
          $13,257,854, an increase of $12,936,886 compared with the net cash used
          by
          financing activities of $320,968 for the same period in 2007. The increase
          was
          principally due to the Private Placement.
  As
          of
          March 31, 2008, our loans payable were as follows:
 
 Short
                    term loans payable:
                Amount
                    Outstanding
                Repayment
                    Terms
                Expiration
                    DateXi’an
                    City Commercial Bank in China
                $2,139,190
                Annual
                    Interest Rate:9.585%, repaid on a monthly basis
                  Renewed
                    Annual Interest Rate: 10.5825%
                Initial
                    Due Date: 04/01/2008
                  Renewed
                    Due Date:
                  04/01/2009Xi’an
                    Agriculture Credit Union in China
                $541,928
                Initial
                    Annual Interest Rate: 9.216% repaid on a monthly basis
                  Renewed
                    Annual Interest Rate: 11.795%repaid on a monthly basis
                Initial
                    Due Date: 09/26/2007
                  Renewed
                    Due Date: 09/16/2008Agriculture
                    Bank in China
                $1,426,127
                Annual
                    Interest Rate: 9.711%;repaid
                    on a monthly basis
                12/29/2008Total
                $4,107,245
  Note:
          the
          reason for the bigger outstanding amounts for the loans with Xi’an City
          Commercial Bank in China and with Xi’an Agriculture Credit Union in China as
          compared to those as of December 31, 2007 is because of the appreciation
          of RMB
          against dollar from December 31, 2007 through March 31, 2008. The outstanding
          loan with Agriculture Bank of China is less than that as of December 31,
          2007
          because the Company paid more than the appreciation amount.
  28
  None
          of
          our officers or shareholders has made commitments to the Company for financing
          in the form of advances, loans or credit lines. The
          Company does not have any revolving credit lines or letters of
          credit.
 
 *Accounts
          Receivable*
 
 As
          of
          March 31, 2008, the Company had accounts receivable of $1,729,049, net
          of
          allowance for doubtful accounts of $256,570. The ratio of the doubtful
          accounts
          as against the accounts receivable was 14.8% as of March 31, 2008 which
          was
          lower than 17.9% as of December 31, 2007 due to the following factors:
          (i) the
          Company had larger accounts receivables as of March 31, 2008 as compared
          to
          $1,134,238 as of December 31, 2007; and (ii) the doubtful accounts increased
          not
          at the same pace as the increase of the accounts receivables ($246,630)
          as of
          December 31, 2007. In other words, the doubtful debts (debts payable beyond
          90
          days) increased slower than the increase of the accounts receivables in
          general.
 
 *Advance
          from Unrelated Companies*
 
 Advance
          from unrelated companies as of March 31, 2008 was $304,279. They are prepayments
          from several parties such as prepayments from our distributors and deposits
          for
          the guarantee for loss of goods from transportation companies.
 
 **Off-Balance
          Sheet Arrangements**
 
 We
          do not
          have any off-balance sheet arrangements.
 
 **Critical
          Accounting Policies and Estimates**
 
 Management's
          discussion and analysis of its financial condition and results of operations
          are
          based upon our consolidated financial statements, which have been prepared
          in
          accordance with United States generally accepted accounting principles.
          Our
          financial statements reflect the selection and application of accounting
          policies which require management to make significant estimates and judgments.
          See Note 2 to our consolidated financial statements, “Basis of Presentation and
          Summary of Significant Accounting Policies.” We believe that the following
          paragraphs reflect the more critical accounting policies that currently
          affect
          our financial condition and results of operations:
 
 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.
 
 Cash
          and cash equivalents
 
 For
          statement of cash flows purposes, the Company considers all cash on hand
          and in
          banks, 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 March 31, 2008, cash and cash equivalents amounted to
          $13,986,395.
  29
  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 March 31, 2008, the Company
          had
          accounts receivable of $1,729,049, net of allowance for doubtful accounts
          of
          $256,570.
 
 Advances
          for construction in progress
 
 The
          Company makes advances to certain vendors for construction in progress.
          As of
          March 31, 2008, the advances to suppliers amounted to $431,689.
 
 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:
 
 EstimatedUseful
                    LifeBuilding
                10-40
                    yearsLeasehold
                    improvements
                3-5
                    yearsMachinery
                    and equipments
                5-15
                    yearsVehicle
                3-5
                    years
 
 Leasehold
          improvements are amortized over the lease term or the estimated useful
          life,
          whichever is shorter.
  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.
 
 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.
          Our
          primary profitability measure is “operating income (loss)”.
  During
          the nine month ended March 31, 2007, the company was mainly organized in
          one
          segment. During the nine months ended March 31, 2008, the Company was organized
          into two main business segments: fertilizer production (Techteam) and
          agricultural product sales (Jintai).
 
 30





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




(a)   *Evaluation
      of disclosure controls and procedures* .
      At the
      conclusion of the period ended March 31, 2008 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 Ms. Ying Yang.





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 Ms. Ying
      Yang.


31


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:
      October 24, 2008





CHINA
                GREEN AGRICULTURE, INC.BY:
            /s/Tao
                LiTao
                LiPresident
                and Chief Executive Officer(principal
                executive officer)BY:
            /s/
                Ying YangYing
                YangChief
                Financial Officer(principal
                financial officer and accounting
                officer)


32