**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **WASHINGTON,
        D.C. 20549**
 
 **FORM
        10-QSB/A**
 
 (Mark
        One)
 
 x
              QUARTERLY
                  REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934.
 
 For
        the
        quarterly period ended **December
        31, 2007**
  o
              TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                  ACT OF
                  1934.
 
 For
        the
        transition period from ____________ to ____________
 
 Commission
        File Number 000-18606
 
 **CHINA
        GREEN AGRICULTURE, INC.**
 (Exact
        name of small business issuer as specified in its charter)
  Nevada
              36-3526027(State
                  or other jurisdiction of
              (IRS
                  Employerincorporation
                  or organization)
              Identification
                  No.)
 
 3 rd Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi
        Province,
 People’s
        Republic of China 710065
 (Address
        of principal executive offices)
 
 +86-29-88266368
 (Issuer's
        telephone number)
 
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports), and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes x No o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act). Yes o No x
 
 APPLICABLE
        ONLY TO CORPORATE ISSUERS
  State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practicable date:  18,314,017 shares of Common Stock,
        $.001 par value, were outstanding as of April 22, 2008.
 
 Transitional
        Small Business Disclosure Format (check one); Yes o No x
  
  This
        amendment to the Quarterly Report on Form 10-QSB (“10-QSB/A”) for the six months
        ended December 31, 2007 of China Green Agriculture, Inc. (the “Company”) is
        hereby filed to reflect the conforming changes in the six months financial
        statements and notes and the related management’s discussion and analysis in
        Amendment No. 1 to Registration Statements on Form S-1 the Company filed
        on
        April 17, 2008. There are no changes in the Company’s financial results in this
        10-QSB/A as compared to the Quarterly Report on Form 10-QSB the Company filed
        on
        February 14, 2008. The changes in this 10-QSB/A are additional disclosures.
 TABLE
          OF
          CONTENTS
  PART
                    I
                FINANCIAL
                    INFORMATION
                PageItem
                    1.
                Financial
                    Statements
                3Consolidated
                    Balance SheetsAs
                    of December 31, 2007 (Unaudited)
                3Consolidated
                    Income StatementsFor
                    the Three and Six Months Ended December 31, 2007 and 2006
                    (Unaudited)
                4Consolidated
                    Statements of Cash FlowsFor
                    the Six Months Ended December 31, 2007 and 2006
                    (Unaudited)
                5Notes
                    to Consolidated Financial StatementsAs
                    of December 31, 2007 (Unaudited)
                6Item
                    2.
                Management’s
                    Discussion and Analysis or Plan of Operation.
                23Item
                    3.
                Controls
                    and Procedures
                35PART
                    II
                OTHER
                    INFORMATIONItem
                    6.
                Exhibits
                36Signatures
                37Exhibits/Certifications
                38
 
 2
 
 **PART
        I - FINANCIAL INFORMATION**
 
 **Item
        1.** **Financial
        Statements**
  **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        BALANCE SHEET**
 **AS
        OF DECEMBER 31, 2007**
 **(UNAUDITED)**
 
 **ASSETS****Current
                  Assets**Cash
                  and cash equivalents
              
              $
              9,725,194Restricted
                  cash
              
              
              4,250,000Accounts
                  receivable, net
              
              
              1,134,238Inventories
              
              
              3,616,871Other
                  assets
              
              
              89,556Due
                  from related parties
              
              
              663,327Advances
                  to suppliers
              
              
              176,843**Total
                  Current Assets**
              
              
              19,656,029**Plant,
                  Property and Equipment, net**
              
              
              11,855,864**Advances
                  for construction In Progress**
              
              
              5,225,969**Construction
                  In Progress**
              
              
              65,479**Intangible
                  Assets, net**
              
              
              1,163,424**Total
                  Assets**
              
              $
              37,966,765**LIABILITIES
                  AND SHAREHOLDERS' EQUITY****Current
                  Liabilities**Accounts
                  payable
              
              $
              372,849Unearned
                  revenue
              
              
              275,262Accrued
                  expenses and other payables
              
              
              372,960Advances
                  from other unrelated companies
              
              
              762,443Amount
                  due to related parties
              
              
              1,300Taxes
                  payable
              
              
              3,473,108Short
                  term loans
              
              
              4,290,845**Total
                  Current Liabilities**
              
              
              9,548,767Commitment
              
              
              -**Stockholders'
                  Equity**Preferred
                  Stock, $.001 par value, 20,000,000 shares authorized, Zero shares
                  issued
                  and outstanding
              
              
              -Common
                  stock, $.001 par value, 780,000,000 shares authorized, 18,314,017
                  shares
                  issued and outstanding
              
              
              18,314Additional
                  paid-in capital
              
              
              17,160,211Subscription
                  receivable
              
              
              (188,388
              )Retained
                  earning
              
              
              10,630,146Accumulated
                  other comprehensive income
              
              
              797,715Total
                  Stockholders' Equity
              
              
              28,417,998**Total
                  Liabilities and Stockholders' Equity**
              
              $
              37,966,765
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
 
 3
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **CONSOLIDATED
        INCOME STATEMENTS AND COMPREHENSIVE INCOME**
 **FOR
        THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006**
 **(UNAUDITED)**
 
 Six
                  Months Ended December 31,
              
              Three
                  Months Ended December 31,2007
              
              2006
              
              2007
              
              2006**Net
                  sales**
              
              $
              10,947,163
              
              $
              6,872,356
              
              $
              3,756,142
              
              $
              2,081,043**Cost
                  of goods sold**
              
              
              4,394,981
              
              
              2,684,381
              
              
              1,621,220
              
              
              903,090**Gross
                  profit**
              
              
              6,552,182
              
              
              4,187,976
              
              
              2,134,923
              
              
              1,177,954**Operating
                  expenses**Selling
                  expenses
              
              
              471,838
              
              
              372,680
              
              
              320,133
              
              
              162,999Operating
                  and administrative expenses
              
              
              1,173,962
              
              
              279,353
              
              
              1,023,345
              
              
              60,228**Total
                  operating expenses**
              
              
              1,645,800
              
              
              652,033
              
              
              1,343,478
              
              
              223,227**Income
                  from operations**
              
              
              4,906,382
              
              
              3,535,943
              
              
              791,445
              
              
              954,727**Other
                  income (expense)**Other
                  income
              
              
              38,992
              
              
              (2,971
              )
              
              29,691
              
              
              (4,273
              )Interest
                  income
              
              
              15,526
              
              
              20,437
              
              
              15,402
              
              
              20,437Interest
                  expense
              
              
              (197,600
              )
              
              (180,361
              )
              
              (105,031
              )
              
              (88,992
              )Bank
                  charges
              
              
              (1,504
              )
              
              (362
              )
              
              (1,482
              )
              
              (268
              )**Total
                  other income (expense)**
              
              
              (144,585
              )
              
              (163,257
              )
              
              (61,420
              )
              
              (73,096
              )**Income
                  before income taxes**
              
              
              4,761,797
              
              
              3,372,685
              
              
              730,025
              
              
              881,631Provision
                  for income taxes
              
              
              -
              
              
              266,006
              
              
              -
              
              
              66,126**Net
                  income**
              
              
              4,761,797
              
              
              3,106,680
              
              
              730,025
              
              
              815,505**Other
                  comprehensive income**Foreign
                  currency translation gain
              
              
              553,997
              
              
              10,576
              
              
              379,536
              
              
              (24,690
              )**Comprehensive
                  income**
              
              $
              5,315,794
              
              $
              3,117,256
              
              $
              1,109,561
              
              $
              790,815**Basic
                  and diluted weighted average shares outstanding**
              
              
              10,201,325
              
              
              10,770,669
              
              
              9,625,724
              
              
              10,770,669**Basic
                  and diluted net earnings per share**
              
              $
              0.47
              
              $
              0.29
              
              $
              0.08
              
              $
              0.08
 
 Basic
        and
        diluted shares are the same because there are no anti dilutive
        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 SIX MONTHS ENDED DECEMBER 31, 2007 AND 2006**
 **(UNAUDITED)**
 
 2007
              
              2006**Cash
                  flows from operating activities**Net
                  income
              
              $
              4,761,797
              
              $
              3,106,680Adjustments
                  to reconcile net income to net cash provided by operating
                  activitiesShare
                  capital contribution - rental and interest paid by
                  shareholders
              
              
              32,177
              
              
              31,222Depreciation
              
              
              402,782
              
              
              68,033Amortization
              
              
              48,909
              
              
              42,556Decrease
                  / (Increase) in current assets
              
              
              -Accounts
                  receivable
              
              
              766,758
              
              
              1,138,280Inventories
              
              
              (1,718,529
              )
              
              783,829Advances
                  to suppliers
              
              
              131,916
              
              
              106,674Other
                  assets
              
              
              (731,007
              )
              
              137,565(Decrease)
                  / Increase in current liabilitiesAccounts
                  payable
              
              
              74,928
              
              
              (214,100
              )Unearned
                  revenue
              
              
              174,534
              
              
              (15,493
              )Tax
                  payables
              
              
              1,067,900
              
              
              685,413Advances
                  from unrelated parties
              
              
              762,443
              
              
              -Accrued
                  expenses and other payables
              
              
              (456,671
              )
              
              (75,566
              )**Net
                  cash provided by operating activities**
              
              
              5,317,938
              
              
              5,795,094**Cash
                  flows from investing activities**Acquisation
                  of plant, property, and equipment
              
              
              (247
              )
              
              (965
              )Advances
                  for construction in progress
              
              
              (5,178,555
              )
              
              -Additions
                  to construction in progress
              
              
              (20,352
              )
              
              (9,634,028
              )Cash
                  paid related to reverse merger
              
              
              (4,096,100
              )
              
              -**Net
                  cash used in investing activities**
              
              
              (9,295,255
              )
              
              (9,634,994
              )**Cash
                  flows from financing activities**Repayment
                  of loan
              
              
              (133,411
              )
              
              (189,527
              )Proceeds
                  from private placement
              
              
              18,602,720
              
              
              -Restricted
                  cash put in escrow
              
              
              (4,250,000
              )
              
              -(Payments)/proceeds
                  to/from related parties
              
              
              (632,926
              )
              
              4,022,875**Net
                  cash provided by financing activities**
              
              
              13,586,384
              
              
              3,833,348**Effect
                  of exchange rate change on cash and cash
                  equivalents**
              
              
              34,411
              
              
              10,576**Net
                  increase in cash and cash equivalents**
              
              
              9,643,478
              
              
              4,025**Cash
                  and cash equivalents, beginning balance**
              
              
              81,716
              
              
              45,623**Cash
                  and cash equivalents, ending balance**
              
              $
              9,725,194
              
              $
              49,648**Supplement
                  disclosure of cash flow information**Interest
                  expense paid
              
              $
              (178,095
              )
              $
              (202,714
              )Income
                  taxes paid
              
              $
              -
              
              $
              -
 
 The
        accompanying notes are an integral part of these consolidated financial
        statements.
 
 5
  **CHINA** **GREEN
        AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        1 – ORGANIZATION AND DESCRIPTION OF BUSINESS**
 
 China
        Green Agriculture Inc. (the “Company”, “we”, “us”) was incorporated as Discovery
        Technologies, Inc. in 1987 under the laws of the State of Kansas. On November
        30, 1996, the Company was suspended from being a Kansas corporation as a
        result
        of non-filing of required documents by the state of Kansas. From December,
        1996
        to December, 2007, the Company did not 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 in the State
        of
        Nevada by merger with and into a Nevada corporation with the same name
        ("Discovery Technologies Nevada") which Discovery Technologies formed for
        such
        purpose (the "Migratory Merger"). Effective September 24, 2007, shareholders
        approved the Agreement and Plan of Merger as described in the definitive
        proxy
        materials filed with the Securities and Exchange Commission.
 
 In
        accordance with the Agreement and Plan of Merger, Discovery Technologies
        adopted
        the capital structure of Discovery Technologies Nevada, which includes total
        authorized capital stock of 800,000,000 shares, of which 780,000,000 are
        common
        stock, with a par value of $.001 per share (the "Discovery Technologies Nevada
        Common Stock") and 20,000,000 shares are blank check preferred stock, with
        a par
        value of $.001 per share (the "Preferred Stock"). In addition, on the Effective
        Date described below, the issued and outstanding shares of our Common Stock
        automatically converted into shares of Discovery Technologies Nevada Common
        Stock at a ratio of nine (9) shares of our currently outstanding Common Stock
        for one (1) share of Discovery Technologies Nevada Common Stock.
 
 As
        a
        result of the reverse stock split of registrant's common stock, registrant's
        outstanding shares of common stock were reduced from 18,746,196 shares to
        2,083,339 shares. The Migratory Merger and reverse split became effective
        on
        October 16, 2007, (the "Effective Date"). The new trading symbol for Discovery
        Technologies, Inc. on the Over the Counter Bulletin Board is DCVT.
 
 Further
        on December 18, the Company had another reverse stock split at a ratio of
        6.771:1. As a result, registrant's outstanding shares of common stock were
        reduced from 2,083,339 shares to 308,084 shares. All references in the
        accompanying financial statements to the number of common shares and per
        share
        amounts have been retroactively restated to reflect the stock
        split.
 
 On
        August
        3, 2007, Green Agriculture Holding Corporation acquired 100% outstanding
        shares
        of Techteam Jinong. Green Holding was incorporated on January 27, 2007 under
        the
        laws of the State of New Jersey with two shareholders initially owning 89%
        and
        11% of stock equity of the Company. 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 Holding, through its Chinese subsidiaries Techteam Jinong
        and Xi’an Jintai is engaged in the research and development, manufacture,
        distribution and sale of green organic fertilizer.
 
 6
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
  On
        December 26, 2007, the Company acquired all of the issued and outstanding
        capital stock (the “Green Agriculture Shares”) of Green Agriculture Holding
        Corporation (“Green Agriculture”), through a share exchange (the “Share
        Exchange”) in which the Company issued 10,770,669 number of shares of its common
        stock, par value $.001 per share (the “Common Stock”) to Green Agriculture’s
        shareholders in exchange for the Green Agriculture Shares. Immediately prior
        to
        the Share Exchange, the Company redeemed 246,148 shares of Common Stock held
        by
        Michael Friess and Sanford Schwartz (the “Redemption”) for $550,000 and issued
        111,386 new shares of Common Stock to Messrs. Schwartz and Friess, two of
        our
        directors, who then appoinated Tao Li as the Company’s Director and Chief
        Executive Officer who proceeded to effect the Share Exchange. In connection
        to
        the redemption share issuance, the Company also issued 78,462 shares of common
        stock to company’s agent. As
        of
        December 31, 2007 the Company paid $4.09 million to the prior shareholders
        of
        Techteam.
 
 The
        exchange of shares with the Company has been accounted for as a reverse
        acquisition under the purchase method of accounting because the stockholders
        of
        Green Agriculture obtained control of the Company. Accordingly, the exchange
        of
        shares by the two companies has been recorded as a recapitalization of the
        Company, with the Company (Green Agriculture) being treated as the continuing
        entity. The historical financial statements presented are those of Green
        Agriculture. As a result of the reverse merger transaction described above
        the
        historical financial statements presented are those of Green Agriculture,
        the
        operating entity. Pro-forma information is not presented because the public
        shell’s assets are immaterial. Transaction costs incurred in the reverse
        acquisition have been charged to expense.
 
 On
        August
        3, 2007, Green Agriculture Holding Corporation acquired 100% outstanding
        shares
        of Techteam Jinong. Green Holding was incorporated on January 27, 2007 under
        the
        laws of the State of New Jersey with two shareholders owning 89% and 11%
        of
        stock equity of the Company. Green Holding, through its Chinese subsidiaries
        Techteam Jinong and Xi’an Jintai is engaged in the research and development,
        manufacture, distribution and sale of green organic fertilizer. Green
        Agriculture and Jinong are under common control because they are under common
        management. Accordingly, acquisition of the 100% equity interest in
        Jinong by Green Agriculture was  accounted
        for at historical cost in a manner similar to that in pooling
        of  interests
        accounting. Inter-company
        amounts and balances have been eliminated.
 
 Yangling
        Techteam Jinong Humic Acid Product Co., Ltd. was founded in the People’s
        Republic of China on June 19, 2000. On Febuary 28, 2006, Yangling Techteam
        Jinong Humic Acid Product Co., Ltd changed name to be Shaanxi Techteam Jinong
        Humic Acid Product Co., Ltd. (“Techteam Jinong”, “Jinong”).
 
 On
        January 19, 2007, Techteam Jinong incorporated Xi’an Jintai Agriculture
        Technology Development Company(hereinafter as “Xi’an Jintai”, “Jintai”), as the
        Experimental Base and green fertilizer Research Institute of Techteam
        Jinong.
 
 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:
  chart
  **NOTE
        2 – BASIS OF PRESETATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES**
 
 The
        accompanying unaudited financial statements of the Company have been prepared
        in
        accordance with generally accepted accounting principles for interim financial
        information. Accordingly, they do not include all of the information required
        by
        generally accepted accounting principles for complete financial statements.
        In
        the opinion of management, all adjustments (consisting of normal recurring
        adjustments) considered necessary for a fair presentation have been included.
        Operating results for the interim periods are not necessarily indicative
        of the
        results for any future period. These statements should be read in conjunction
        with the Company's audited financial statements and notes thereto for the
        fiscal
        year ended June 30, 2007. The results of the six month period ended December
        31,
        2007 are not necessarily indicative of the results to be expected for the
        full
        fiscal year ending June 30, 2008.
 
 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, including 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 December 31, 2007, cash and cash
        equivalents amounted to $9,725,194 and no cash overdraft.
 
 Accounts
        receivable
 
 The
        Company's policy is to maintain reserves for potential credit losses on accounts
        receivable. Management reviews the composition of accounts receivable and
        analyzes historical bad debts, customer concentrations, customer credit
        worthiness, current economic trends and changes in customer payment patterns
        to
        evaluate the adequacy of these reserves. As of December 31, 2007, the Company
        had accounts receivable of $1,134,238, net of allowance for doubtful accounts
        of
        $ 246,630.
 
 Advances
        to suppliers
 
 The
        Company makes advances to certain vendors for purchase of its material. As
        of
        December 31, 2007, the advances to suppliers amounted to $176,843.
 
 Advances
        for construction in progress
 
 The
        Company makes advances to certain vendors for construction in progress. As
        of
        December 31, 2007, the advances to suppliers amounted to
        $5,225,969.
 
 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.
 
 9
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 Property,
        plant and equipment
 
 Property,
        plant and equipment are recorded at cost. Gains or losses on disposals are
        reflected as gain or loss in the year of disposal. The cost of improvements
        that
        extend the life of plant, property, and equipment are capitalized. These
        capitalized costs may include structural improvements, equipment, and fixtures.
        All ordinary repair and maintenance costs are expensed as incurred.
 
 Depreciation
        for financial reporting purposes is provided using the straight-line method
        over
        the estimated useful lives of the assets: 5 to 15 years for machinery; 3
        to 5
        years for leasehold improvement, 5 to 10 years for office equipment; and
        3 to 5
        years for motor vehicles.
 
 Impairment
 
 The
        Company applies the provisions of Statement of Financial Accounting Standard
        No.
        144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("FAS
        No.
        144"), issued by the Financial Accounting Standards Board ("FASB"). FAS No.
        144
        requires that long-lived assets be reviewed for impairment whenever events
        or
        changes in circumstances indicate that the carrying amount of an asset may
        not
        be recoverable through the estimated undiscounted cash flows expected to
        result
        from the use and eventual disposition of the assets. Whenever any such
        impairment exists, an impairment loss will be recognized for the amount by
        which
        the carrying value exceeds the fair value.
 
 The
        Company tests long-lived assets, including property, plant and equipment
        and
        intangible assets subject to periodic amortization, for recoverability at
        least
        annually or more frequently upon the occurrence of an event or when
        circumstances indicate that the net carrying amount is greater than its fair
        value. Assets are grouped and evaluated at the lowest level for their
        identifiable cash flows that are largely independent of the cash flows of
        other
        groups of assets. The Company considers historical performance and future
        estimated results in its evaluation of potential impairment and then compares
        the carrying amount of the asset to the future estimated cash flows expected
        to
        result from the use of the asset. If the carrying amount of the asset exceeds
        estimated expected undiscounted future cash flows, the Company measures the
        amount of impairment by comparing the carrying amount of the asset to its
        fair
        value. The estimation of fair value is generally measured by discounting
        expected future cash flows as the rate the Company utilizes to evaluate
        potential investments. The Company estimates fair value based on the information
        available in making whatever estimates, judgments and projections are considered
        necessary. There was no impairment of long-lived assets for the three months
        ended December 31, 2007.
 
 Revenue
        recognition
 
 The
        Company's revenue recognition policies are in compliance with Staff accounting
        bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to
        customers when a formal arrangement exists, the price is fixed or determinable,
        the delivery is completed, no other significant obligations of the Company
        exist
        and collectibility is reasonably assured. Payments received before all of
        the
        relevant criteria for revenue recognition are satisfied are recorded as unearned
        revenue.
 
 10
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 The
        Company's revenue consists of invoiced value of goods, net of a value-added
        tax
        (VAT). No product return or sales discount allowance is made as products
        delivered and accepted by customers are normally not returnable and sales
        discount is normally not granted after products are delivered.
 
 Advertising
        costs
 
 The
        Company expenses the cost of advertising as incurred or, as appropriate,
        the
        first time the advertising takes place. Advertising costs for the three months
        ended December 31, 2007 and 2006, were $205,555 and $ 106,317, respectively.
        Advertising costs for the six months ended December 31, 2007 and 2006 were
        $228,680 and $248,744, respectively.
 
 Income
        taxes
 
 The
        Company accounts for income taxes using an asset and liability approach which
        allows for the recognition and measurement of deferred tax assets based upon
        the
        likelihood of realization of tax benefits in future years. Under the asset
        and
        liability approach, deferred taxes are provided for the net tax effects of
        temporary differences between the carrying amounts of assets and liabilities
        for
        financial reporting purposes and the amounts used for income tax purposes.
        A
        valuation allowance is provided for deferred tax assets if it is more likely
        than not these items will either expire before the Company is able to realize
        their benefits, or that future deductibility is uncertain.
 
 The
        Company records a valuation allowance for deferred tax assets, if any, based
        on
        its estimates of its future taxable income as well as its tax planning
        strategies when it is more likely than not that a portion or all of its deferred
        tax assets will not be realized. If the Company is able to utilize more of
        its
        deferred tax assets than the net amount previously recorded when unanticipated
        events occur, an adjustment to deferred tax assets would increase the Company
        net income when those events occur. The Company does not have any significant
        deferred tax asset or liabilities in the PRC tax jurisdiction.
 
 Foreign
        currency translation
 
 The
        functional currency of the Company is RMB. The Company uses the United States
        dollar ("U.S. dollars") for financial reporting purposes. The Company's
        subsidiaries maintain their books and records in their functional currency,
        being the primary currency of the economic environment in which their operations
        are conducted. In general, for consolidation purposes, the Company translates
        the subsidiaries' assets and liabilities into U.S. dollars using the applicable
        exchange rates prevailing at the balance sheet date, and the statement of
        income
        is translated at average exchange rates during the reporting period. Gain
        or
        loss on foreign currency transactions are reflected on the income statement.
        Gain or loss on financial statement translation from foreign currency are
        recorded as a separate component in the equity section of the balance sheet,
        as
        component of comprehensive income. The functional currency of the Company
        is
        Chinese Renminbi. In particular, Renminbi ("RMB"), the PRC's official currency,
        is the functional currency of the Company. Until July 21, 2005, RMB had been
        pegged to US$ at the rate of RMB8.28: US$1.00. On July 21, 2005, the PRC
        government reformed the exchange rate system into a managed floating exchange
        rate system based on market supply and demand with reference to a basket
        of
        currencies. In addition, the exchange rate of RMB to US$ was adjusted to
        RMB8.11: US$1.00 as of July 21, 2005. The People's Bank of China announces
        the
        closing price of a foreign currency such as US$ traded against RMB in the
        inter-bank foreign exchange market after the closing of the market on each
        working day, which will become the unified exchange rate for the trading
        against
        RMB on the following working day. The daily trading price of US$ against
        RMB in
        the inter-bank foreign exchange market is allowed to float within a band
        of 0.3%
        around the unified exchange rate published by the People's Bank of China.
        This
        quotation of exchange rates does not imply free convertibility of RMB to
        other
        foreign currencies. All foreign exchange transactions continue to take place
        either through the Bank of China or other banks authorized to buy and sell
        foreign currencies at the exchange rates quoted by the People's Bank of China.
        Approval of foreign currency payments by the Bank of China or other institutions
        required submitting a payment application form together with invoices, shipping
        documents and signed contracts.
 
 11
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 Fair
        values of financial instruments
 
 Statement
        of Financial Accounting Standard No. 107, "Disclosures about Fair Value of
        Financial Instruments", requires that the Company disclose estimated fair
        values
        of financial instruments.
 The
        Company's financial instruments primarily consist of cash and cash equivalents,
        accounts receivable, other receivables, advances to suppliers, accounts payable,
        other payable, tax payable, and related party advances and
        borrowings.
 As
        of the
        balance sheet dates, the estimated fair values of the financial instruments
        were
        not materially different from their carrying values as presented on the balance
        sheet. This is attributed to the short maturities of the instruments and
        that
        interest rates on the borrowings approximate those that would have been
        available for loans of similar remaining maturity and risk profile at respective
        balance sheet dates.
 
 Segment
        reporting
 
 Statement
        of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure About
        Segments of an Enterprise and Related Information" requires use of the
        "management approach" model for segment reporting. The management approach
        model
        is based on the way a company's management organizes segments within the
        company
        for making operating decisions and assessing performance. Reportable segments
        are based on products and services, geography, legal structure, management
        structure, or any other manner in which management disaggregates a
        company.
  During
        the six month ended December 31, 2006, the company was organized in one segment.
        During the six months ended December 31, 2007, the Company was organized
        into
        two main business segments: produce fertilizer (Jinong) and agricultural
        products (Jintai). The following table presents a summary of operating
        information and certain year-end balance sheet information for the six months
        ended December 31, 2007.
 
 12
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 For the six months end December 312007
              
              2006(Unaudited)
              
              (Unaudited)Revenues
                  from unaffiliated customers:Fertilizer
              
              $
              8,332,321
              
              $
              6,872,356Agricultural
                  products
              
              
              2,614,842
              
              
              -Consolidated
              
              $
              10,947,163
              
              $
              6,872,356Operating
                  income :Fertilizer
              
              $
              4,085,568
              
              $
              3,535,943Agricultural
                  products
              
              
              1,477,533
              
              
              -Reconciling
                  item (1)
              
              
              (50
              )
              
              -Reconciling
                  item (2)
              
              
              (656,669
              )
              
              -Consolidated
              
              $
              4,906,382
              
              $
              3,535,943Identifiable
                  assets:Fertilizer
              
              $
              20,376,121
              
              $
              14,337,506Agricultural
                  products
              
              
              3,647,048
              
              
              -Reconciling
                  item (1)
              
              
              9,693,596
              
              
              -Reconciling
                  item (2)
              
              
              4,250,000
              
              
              -Consolidated
              
              $
              37,966,765
              
              $
              14,337,506Net
                  incomeFertilizer
              
              $
              3,937,667
              
              $
              3,106,680Agricultural
                  products
              
              
              1,477,704
              
              
              -Reconciling
                  item (1)
              
              
              3,095
              
              
              -Reconciling
                  item (2)
              
              
              (656,669
              )
              
              -Consolidated
              
              $
              4,761,797
              
              $
              3,106,680Interest
                  expense:Fertilizer
              
              $
              197,600
              
              $
              180,361Agricultural
                  products
              
              
              -
              
              
              -Consolidated
              
              $
              197,600
              
              $
              180,361
  (1)
          Reconciling amounts refer to amount of Green Agriculture.
  (2)
          Reconciling amounts refer to amount of the Company.
 13
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
  Statement
        of cash flows
 
 In
        accordance with Statement of Financial Accounting Standards No. 95, "Statement
        of Cash Flows," cash flows from the Company's operations is calculated based
        upon the local currencies. As a result, amounts related to assets and
        liabilities reported on the statement of cash flows may not necessarily agree
        with changes in the corresponding balances on the balance sheet.
 
 Recent
        accounting pronouncements
  In
        September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
        defines fair value, establishes a framework for measuring fair value in
        generally accepted accounting principles (“GAAP”), and expands disclosures about
        fair value measurements. This Statement applies under other accounting
        pronouncements that require or permit fair value measurements, the Board
        having
        previously concluded in those accounting pronouncements that fair value is
        the
        relevant measurement attribute. Accordingly, this Statement does not require
        any
        new fair value measurements. However, for some entities, the application
        of this
        Statement will change current practice. This Statement is effective for
        financial statements issued for fiscal years beginning after November 15,
        2007,
        and interim periods within those fiscal years. The management is currently
        evaluating the effect of this pronouncement on the consolidated financial
        statements.
  14
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**
  In
        September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
        Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
        88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
        employer to recognize the over funded or under funded status of a defined
        benefit postretirement plan (other than a multiemployer plan) as an asset
        or
        liability in its statement of financial position and to recognize changes
        in
        that funded status in the year in which the changes occur through comprehensive
        income of a business entity or changes in unrestricted net assets of a
        not-for-profit organization. This Statement also improves financial reporting
        by
        requiring an employer to measure the funded status of a plan as of the date
        of
        its year-end statement of financial position, with limited exceptions. An
        employer with publicly traded equity securities is required to initially
        recognize the funded status of a defined benefit postretirement plan and
        to
        provide the required disclosures as of the end of the fiscal year ending
        after
        December 15, 2006. An employer without publicly traded equity securities
        is
        required to recognize the funded status of a defined benefit postretirement
        plan
        and to provide the required disclosures as of the end of the fiscal year
        ending
        after June 15, 2007. However, an employer without publicly traded equity
        securities is required to disclose the following information in the notes
        to
        financial statements for a fiscal year ending after December 15, 2006, but
        before June 16, 2007, unless it has applied the recognition provisions of
        this
        Statement in preparing those financial statements:
  1.
        A
        brief description of the provisions of this Statement
 2.
        The
        date that adoption is required
 3.
        The
        date the employer plans to adopt the recognition provisions of this Statement,
        if earlier.
 
 The
        requirement to measure plan assets and benefit obligations as of the date
        of the
        employer’s fiscal year-end statement of financial position is effective for
        fiscal years ending after December 15, 2008. The management is currently
        evaluating the effect of this pronouncement on the consolidated financial
        statements.
 
 In
        February 2007, FASB issued FASB Statement No. 159, The Fair Value Option
        for
        Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
        years beginning after November 15, 2007. Early adoption is permitted subject
        to
        specific requirements outlined in the new Statement. Therefore, calendar-year
        companies may be able to adopt FAS 159 for their first quarter 2007 financial
        statements.
 
 The
        new
        Statement allows entities to choose, at specified election dates, to measure
        eligible financial assets and liabilities at fair value that are not otherwise
        required to be measured at fair value. If a company elects the fair value
        option
        for an eligible item, changes in that item's fair value in subsequent reporting
        periods must be recognized in current earnings. FAS 159 also establishes
        presentation and disclosure requirements designed to draw comparison between
        entities that elect different measurement attributes for similar assets and
        liabilities.
  In
        December 2007, the FASB issued SFAS No. 141 (Revised 2007), *“Business
        Combinations”.* The
        objective of this statement will significantly change the accounting for
        business combinations. Under Statement 141R, an acquiring entity will be
        required to recognize all the assets acquired and liabilities assumed in
        a
        transaction at the acquisition -date fair value will limited exceptions.
        Statement 141 applies prospectively to business combinations for which the
        acquisition date is on or after the beginning of the first annual reporting
        period beginning on or after December 15, 2008. The Company does not expect
        the
        adoption of SFAS No. 141R to have a material impact on the consolidated
        financial statements.
  15
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS**
  In
        December 2007, the FASB issued SFAS No. 160, *“Noncontrolling
        Interests in Consolidated Financial Statements-An Amendment of ARB No.
        51".* The
        objective of this statement is to establish new accounting and reporting
        standards for the Noncontrolling interest in a subsidiary and for the
        deconsolidation of a subsidiary. Statement 160 is effective for fiscal years,
        and interim periods within those fiscal years, beginning on or after December
        15, 2008. The Company does not expect the adoption of SFAS No. 160 to have
        a
        material impact on the consolidated financial statements.
  Reclassifications
 
 Certain
        prior period amounts have been reclassified to conform to the current period
        presentation.
 
 **NOTE
        3 – INVENTORIES**
 
 Inventories
        consist of the following as of December 31, 2007:
 
 Raw
                  materials
              
              $
              127,712Supplies
                  and packing materials
              
              
              486,972Work
                  in progress
              
              
              2,173,408Finished
                  goods
              
              
              828,778Totals
              
              $
              3,616,871
 
 **NOTE
        4 – OTHER ASSETS**
 
 As
        of
        December 31, 2007, other assets comprised of following:
 
 Other
                  receivables
              
              $
              54,230Promotion
                  samples
              
              
              35,376Total
              
              $
              89,556
 
 Other
        receivables represent advances made to non-related companies and employees.
        The
        amounts were unsecured, interest free, and due on demand.
 Promotion
        samples are promotion material the company kept in the office.
 
 **NOTE
        5 - PROPERTY, PLANT AND EQUIPMENT, AND CONSTRUCTION IN
        PROGRESS**
 
 Property,
        plant and equipment consist of the following as of December 31,
        2007:
 
 16
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
  Building
                  and improvements
              
              $
              7,537,485Vehicle
              
              
              22,318Machinery
                  and equipments
              
              
              5,390,326Totals
              
              
              12,950,129Less:
                  accumulated depreciation
              
              
              (1,094,265
              )$
              11,855,864
 
 Depreciation
        expenses for the three months ended September 30, 2006 and 2007 were $36,729
        and
        $193,884, respectively. Depreciation expenses for the six months ended December
        31, 2006 and 2007 were $68,033 and $402,782, respectively.
 
 **NOTE
        6 - INTAGIBLE ASSETS**
 
 The
        intangible assets comprised of following at December 31, 2007:
 
 Land
                  use right, net
              
              $
              871,384Technology
                  know-how, net
              
              
              292,040Total
              
              $
              1,163,424
  LAND
        USE RIGHTS
 
 Under
        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 $998,698. The land use right is
        for
        fifty years. The land use right consist of the followings as of December
        31,
        2007:
 
 Land
                  use right
              
              $
              998,698Less:
                  accumulated amortization
              
              
              (127,314
              )$
              871,384
 
 TECHNOLOGY
        KNOW-HOW
 
 A
        shareholder contributed the technology know-how on August 16, 2001. The
        technology know-how is recorded at cost of $805,400. This technology is the
        special formula to produce humid acid. The technology know-how is valid for
        10
        years. The technology know-how consists of the following as of December 31,
        2007:
 
 17
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
  Technology
                  Know-how
              
              $
              805,400Less:
                  accumulated amortization
              
              
              (513,360
              )$
              292,040
 
 Total
        amortization expenses of intangible assets for the six months ended December
        31,
        2007 and 2006 amounted to $48,909 and $42,556, respectively. Total amortization
        expenses of intangible assets for the three months ended December 31, 2007
        and
        2006 amounted to $24,656 and $23,285, respectively. Amortization expenses
        of
        intangible assets for next five years after December 31, 2007 are as follows:
 
 1
                  year after
              
              $
              93,8132
                  year after
              
              
              93,8133
                  year after
              
              
              93,8134
                  year after
              
              
              93,8135
                  year after
              
              
              93,813Total
              
              $
              469,065
 
 As
        of
        December 31, 2007, construction in progress amounted to $65,479. Construction
        in
        progress is the construction for new product line.
 
 **NOTE
        7 - RELATED PARTIES TRANSATIONS**
 
 As
        of
        December 31, 2007, the Company has due from a related party $663,327, including
        principal of $651, 167 and interest receivable of $12,160. The
        amounts were unsecured, interest free, and due on demand.
 
 The
        amount due to related parties were the advances from the Company’s one
        shareholder, and was unsecured, non-interest bearing and due
        on
        demand .
        As of December
        31, 2007, amount
        due to related parties amounted to $1,300 .
 
 **NOTE
        8 -** **ACCRUED
        EXPENSES** **AND OTHER PAYABLES**
 
 Accrued
        expenses and other payables of the following as of December 31,
        2007:
 
 Payroll
                  payable
              
              $
              20,136Welfare
                  payable
              
              
              195,342Interest
                  and other accrued expenses
              
              
              85,700Other
                  levy payable
              
              
              71,782Total
              
              $
              372,960
 
 18
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
  **NOTE
        9 - LOAN PAYABLES**
 
 As
        of
        December 31, 2007, the loan payables are as follows:
 
 Short
                  term loans payable:Xian
                  City Commercial Branch
              
              $
              2,056,316Xian
                  Agriculture Credit Union
              
              
              520,933Agriculture
                  Bank
              
              
              1,713,596Total
              
              $
              4,290,845
 
 At
        December 31, 2007, the Company had a loan payable of $2,056,316 to Xian City
        Commercial Bank in China, with an annual interest rate of 9.585%, and due
        on
        April 1, 2008. The loan is pledge by the land use right and property of the
        Company.
 
 At
        December 31, 2007, the Company had a loan payable of $520,933 to Xian
        Agriculture Credit Union ,
        with an
        annual interest rate of 9.216%, and due on September 26, 2007. On September
        10,
        2007, the loan was extended to September 16, 2008 with an annual interest
        rate
        of 11.795%. The loan is guaranteed by a former shareholder. The Company’s
        shareholder paid interest expenses of $27,464 and $22,126 for the six months
        ended December 31, 2007 and 2006 for this loan. The loan is guaranteed by
        a
        former shareholder. The Company’s shareholder paid interest expenses of $15,072
        and $11,135 for the three months ended December 31, 2007 and 2006 for this
        loan.
        The Company has recorded the interest expenses paid by the shareholder as
        contributed capital.
 
 At
        September 30, 2007, the Company had a loan payable of $1,713,596 to Agriculture
        Bank in China, with an annual interest rate of 9.711%, and due on December
        29,
        2008. The loan is guaranteed by the former shareholder.
 
 The
        interest expenses are $105,031 and $88,992 for three months ended December
        31,
        2007 and 2006. The interest expenses are $197,600 and $180,361 for six months
        ended December 31, 2007 and 2006.
 
 **NOTE
        10 - TAX PAYABLES**
 
 Tax
        payables consist of the following as of December 31, 2007:
 
 VAT
                  payable
              
              $
              2,935,730Income
                  tax payable
              
              
              402,666Other
                  levies
              
              
              134,710$
              3,473,108
 
 19
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 **NOTE
        11 – ADVANCE FROM UNRELATED COMPANIES**
  **Advance
        from unrelated companies as of December 31, 2007 was $762,443 including $612,782
        advance from one unrelated company for the future purchasing from the Company
        and the rest of the balance were due to several other unrelated companies.
        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 six months ended December 31, 2007 and 2006 are $0 and $266,006
        respectively. The income tax expenses for the three months ended December
        31,
        2007 and 2006 are $0 and $66,126 respectively.
 
 The
        following table reconciles the U.S. statutory rates to the Company’s effective
        tax rate at December 31, 2007 and 2006:
 
 2007
              
              2006Tax
                  at statutory rate
              
              
              34
              %
              
              34
              %Foreign
                  tax rate difference
              
              
              -19
              %
              
              -19
              %Net
                  operating loss in other tax jurisdiction for where no benefit is
                  realized
              
              
              -15
              %
              
              -7
              %0
              %
              
              8
              %
 
 Beginning
        January 1, 2008, the new Enterprise Income Tax (“EIT”) law will replace the
        existing laws for Domestic Enterprises (“DES”) and Foreign Invested Enterprises
        (“FIEs”). The new standard EIT rate of 25% will replace the 33% rate currently
        applicable to both DES and FIEs. The two years tax exemption, three years
        50%
        tax reduction tax holiday for production-oriented FIEs will be eliminated.
        The
        Company is currently evaluating the effect of the new EIT law will have on
        its
        financial position
 
 20
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
  Due
        to
        non-operation in U.S. and tax free status in China, the Company had no deferred
        tax for the six months ended December 31, 2007 and 2006.
 
 **NOTE
        14 - CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS**
 
 The
        Company's operations are all carried out in the PRC. Accordingly, the Company's
        business, financial condition and results of operations may be influenced
        by the
        political, economic and legal environments in the PRC, and by the general
        state
        of the PRC's economy.
 
 The
        company's operations in the PRC are subject to specific considerations and
        significant risks not typically associated with companies in the North America
        and Western Europe. These include risks associated with, among others, the
        political, economic and legal environments and foreign currency exchange.
        The
        Company's results may be adversely affected by changes in governmental policies
        with respect to laws and regulations, anti-inflationary measures, currency
        conversion and remittance abroad, and rates and methods of taxation, among
        other
        things.
 
 **MAJOR
        CUSTOMERS AND VENDORS**
 
 There
        were two vendors from which we purchased more than 10% of our raw materials
        for
        the six months ended December 31, 2007 with each vendor individually accounting
        for about 11% and 12%. Accounts payable to the venders amounted to $0 as
        of
        December 31, 2007. There are three vendors that were over 10% of the total
        purchases for the six months ended December 31, 2006 with each vendor
        individually accounting for approximately 13%, 11% and 11%. Accounts payable
        to
        the vendors amounted to $8,891 as of December 31, 2006.
 
 There
        is
        no customer that is accounted over 10% of the total sales as of the six months
        ended December 31, 2007 and 2006.
 
 **NOTE
        15 – 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 our common stock that was completed
        on December 26, 2007. 977,948 shares were issued to the consultants relating
        to
        the private placement. Net proceeds from the private placement are $18,602,723,
        of which $188,388 was received in January, 2008. The direct costs related
        to
        this placement, including legal and professional fees, were deducted from
        the
        related proceeds and the net amount in excess of par value was recorded as
        additional paid-in capital. $4,250,000 was put in escrow cash and booked
        as
        restricted cash. 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:
 
 21
 
 **CHINA
        GREEN AGRICULTURE INC. AND SUBSIDIARIES**
 **NOTES
        TO** **UNAUDITED
        CONSOLIDATED FINANCIAL STATEMENTS**
  1.
              $2,000,000
                  is held pending the company hiring a qualified CFO;
 2.
              $2,000,000
                  is held pending the company hiring two independent directors, therefore
                  constituting a majority independent directors in the board;
 3.
              $250,000
                  is for the retaining of an Investors Relation firm. On January
                  23, 2008,
                  the company has retained CCG Elite as its IR firm and $9,000 retainer
                  (the
                  first month fee) has been released. The funds are to be released
                  on a
                  monthly basis.
 
 In
        connection with the Securities Purchase Agreement and the Private Placement,
        we
        also entered into a registration rights agreement (the “Registration Rights
        Agreement”) and a lockup agreement (the “Lockup Agreement”). Among other things,
        the Securities Purchase Agreement: (i) establishes targets for after tax
        net
        income and earnings per share for our fiscal year ending June 30, 2009 at
        not
        less than $12,000,000 and $0.609, respectively (the “2009 Targets”); (ii)
        provides for liquidated damages in the event that PRC governmental policies
        or
        actions have a material adverse effect on the transactions contemplated by
        the
        Share Exchange Agreement (a “Material Adverse Effect”); and (iii) requires us to
        hire a new, fully qualified chief financial officer (“CFO”) satisfactory to the
        Investors. In order to secure our obligation to meet the 2009 profit target
        and
        earnings per share target, Mr. To has placed 3,156,808 shares of Common Stock
        (“2009 Make Good Shares”) into an escrow account pursuant to the terms of the
        Make Good Escrow Agreement by and among us, Mr. To, the Investors and the
        escrow
        agent named therein. In the event we do not achieve either of the 2009 Targets,
        the 3,156,808 shares of Common Stock will be conveyed to the Investors pro-rata
        in accordance with their respective investment amount for no additional
        consideration. In the event that we meet the 2009 Targets, the 3,156,808
        shares
        will be transferred to Mr. Tao Li. If PRC governmental actions or policies
        result in a Material Adverse Effect, as defined in the Securities Purchase
        Agreement, that cannot be reversed or cured to the Investors’ reasonable
        satisfaction, we will be obligated to pay to the Investors as liquidated
        damages
        the entire principal amount of their investment, with interest at 10% per
        annum.
 
 **NOTE
        16 - 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 Xian house rental market. From
        July
        2007, the company signed an office lease with the shareholder and started
        to pay
        the rent for $863 per month. The company recorded rent expenses of $4,578
        and
        $9,097 for the three and six months ended December 31, 2006 as contributed
        capital and $2,589 and $5,178 as rent expenses for the three and six months
        ended December 31, 2007. Rent expenses for the 5 years after December 31,
        2007
        is as follows:
 
 1
                  year after
              
              $
              10,3562
                  year after
              
              
              10,3563
                  year after
              
              
              10,3564
                  year after
              
              
              10,3565
                  year after
              
              
              10,356Total
              
              $
              51,780




**NOTE
        17 – SUBSEQUENT EVENTS**
 
 On
        January 31, 2008, 123,000 numbers of stock options were authorized to be
        granted
        to Company’s employees including the CFO.


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 fertilizer industry and the impact
        of
        such competition on pricing, revenues and margins, the weather condition
        in the
        areas where our customers are based, the cost of attracting and retaining
        highly
        skilled personnel, the prospects for future acquisitions and certain other
        factors.*
 
 **Overview**
 
 China
        Green Agriculture, Inc. (formerly known as Discovery Technologies, Inc.)
        (the
“Company” or “we”) was incorporated under the laws of the state of Kansas in
        February 1987, but had no operations from December 1996 to December 2007.
        In
        October 2007, the Company was reincorporated in the state of Nevada, and,
        on
        December 26, 2007, acquired 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”) through a share exchange in which the Company issued an aggregate
        of 10,770,668 shares of common stock, par value $.001 per share to the three
        shareholders of Green New Jersey in exchange for 100% of the issued and
        outstanding shares of Green New Jersey’s capital stock (the “Share Exchange”).
 
 The
        Share
        Exchange was recorded as a recapitalization of the Company, with Green New
        Jersey being treated as the continuing entity. The historical financial
        statements presented are those of Green New Jersey and its wholly owned
        subsidiaries, Techteam and Jintai.
 
 Green
        New
        Jersey was incorporated under the laws of New Jersey on January 27, 2007.
        It had
        no operations prior to its acquisition of Techteam on August 24, 2007. After
        the
        acquisition of Techteam by Green New Jersey, Techteam was deemed as predecessor
        entity to the operations of Green New Jersey. Therefore, our management’s
        discussion and analysis herein is based on the Company’s unaudited consolidated
        interim historical financial statements for the six months ended December
        31,
        2007 and 2006 included elsewhere in this filing.
  23
  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 is generally very low leading to ecosystem
        degradation. (Source: Ministry of Agriculture of the PRC). Organic compound
        fertilizer comprises a balance of both organic and inorganic substances,
        thereby
        combining the speedy effectiveness of chemical fertilizers with the
        environmental benefits of the organic ones.
 
 Our
        multi-tiered product strategy allows us to tailor our products to different
        needs and preferences of the Chinese fertilizer market, which varies greatly
        across the country. For example, in Southern and Eastern China, farmers are
        able
        to grow high margin crops such as fruit and seasonal vegetables where climate
        and rainfall permits, hence they can gain more return on investment from
        more
        expensive, specialized fertilizers whereas in Northwest areas, farmers’ low
        profit margin crops prevent farmers from investing too much on fertilizer
        thereby necessitating a more broad spectrum, low cost fertilizer.
 
 Roughly
        20 million farmers are using our products. We produce and sell 10,000 metric
        tons of our fertilizer products per year, with average per mu usage of 120
        ml
        per year, per time (the liquid fertilizer is in very concentrated form, and
        is
        mixed with water).
  We
        have
        developed more than 100 different fertilizer products. The leading five
        provinces by revenue are Heilongjiang, Guangdong, Xinjiang, Shandong, and
        Henan.
 
 Normally,
        our peak selling season for our fertilizer products is in spring and summer,
        from March through October. 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 to that of our non-peak season.
        We plan
        to develop our customer base in southern China such as Hainan province, which
        has a warm winter to mitigate the seasonal variations in our future revenues.
        Our agricultural products are grown in green house and therefore do not
        experience seasonal variations.
 
 We
        conduct our research and development activities through our 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.
        The Company 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 special fertilizers.
  24
  **Recent
        Development**
 
 On
        December 26, 2007, we completed our private placement of 6,313,616 shares
        of our
        common stock for $20,519,255 in gross proceeds with thirty-one accredited
        investors (the “Private Placement”). We intend to use the proceeds of the
        Private Placement to buy capital equipment and expand our production and
        facilities.
 
 **Results
        of Operation**
 
 THREE
        MONTHS ENDED DECEMBER 31, 2007 COMPARED WITH THREE MONTHS ENDED DECEMBER
        31,
        2006.
 
 The
        following table shows our operating results for the three months ended December
        31, 2007 and December 31, 2006.
 
 **Three
                  Months ended December 31, 2007 (unaudited) ($)**
              
              **Three
                  Months ended December 31, 2006 (unaudited) ($)**Net
                  Sales
              
              
              3,756,142
              
              
              2,081,043Cost
                  of goods sold
              
              
              1,621,220
              
              
              903,090Gross
                  profit
              
              
              2,134,923
              
              
              1,177,954Selling
                  Expenses
              
              
              320,133
              
              
              162,999Operating
                  and Administrative Expenses
              
              
              1,023,345
              
              
              60,228Operating
                  Income
              
              
              791,445
              
              
              954,727Total
                  Other Income (expense)
              
              
              (61,420
              )
              
              (73,096
              )Income
                  Before Income Taxes
              
              
              730,025
              
              
              881,631Provision
                  for Income Taxes
              
              
              -
              
              
              66,126Net
                  Income
              
              
              730,025
              
              
              815,505Foreign
                  currency translation gain (loss)
              
              
              379,536
              
              
              (24,690
              )Comprehensive
                  Income
              
              
              1,109,561
              
              
              790,815
 
 *Net
        Sales*
 
 Our
        net
        sales for the three months ended December 31, 2007 were $3,756,142, an increase
        of $1,675,099, or 80.5%, from $2,081,043, which we had in the corresponding
        period in 2006. This increase was attributable to the following factors (i)
        an
        increase in sales volume due to expansion of our sales network and increase
        in
        distributors and sales personnel which contributed a $96,721 increase in
        our
        revenue as compared to that of the same period in 2006; (ii) the launch of
        five
        new products (including Guokangmei Green Nutriment Fertilizer and Jinong
        Zhuangshi) which contributed $565,800 in revenues as compared to that of
        the
        same period of 2006; and (iii) the addition of our newly acquired greenhouse
        facility which contributed $1,012,578 of sales for the three months ended
        December 31, 2007. The new 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.
  25
  *Cost
        of Goods Sold*
 
 Cost
        of
        goods sold is primarily comprised of the cost of our raw materials and packaging
        materials, direct labor and manufacturing overhead expenses. Our cost of
        goods
        sold for the three months ended December 31, 2007 was $1,621,220, an increase
        of
        $718,130, or 79.5%, as compared to $903,090 for the corresponding period
        in
        2006. Among the $718,130 increase, $430,513 represented Jintai’s costs. Cost of
        goods sold as a percentage of net sales was 43.2% and 43.4% for the three-month
        periods ended on December 31, 2007 and 2006, respectively. The increase in
        cost
        of goods sold was primarily due to the increase in our sales volume, while
        the
        cost of goods sold as a percentage of net sales for the three months ended
        December 31, 2007 remains at the similar level as compared to that of the
        same
        period in 2006.
 
 *Gross
        Profit*
 
 Our
        gross
        profit is equal to the difference between our net sales and our cost of goods
        sold. Our gross profit for the three months ended December 31, 2007 was
        $2,134,923, an increase of $956,969, or 81.2%, compared with $1,177,954 for
        the
        corresponding period in 2006. The increase in our gross profit was due to
        the
        increase in our sales revenue and our increase in the sales in products with
        higher gross profits. Gross profit as a percentage of net sales was 56.8%
        for
        the three months ended December 31, 2007, as compared to 56.6% during the
        same
        period in 2006. The gross profit for our revenues from Jintai for the three
        months ended December 31, 2007 was $582,065 and the gross profit margin was
        57.5%, which contributed to the increase in our overall gross profit
        margin.
 
 *Selling
        Expenses*
 
 Our
        selling expenses consist primarily of salary of sales personnel, advertising
        and
        promotion expenses, freight charges and related compensation. Selling expenses
        were $320,133 for the three-month period ended December 31, 2007 (among which,
        the selling expenses of Jintai were $5,422) as compared to $162,999 for the
        same
        period ended December 31, 2006, an increase of $157,134 or approximately
        96.4%.
        The increase was primarily attributable to increased advertising and promotion
        expenses which resulted in a higher sales volume for the three months ended
        December 31, 2007.
 
 *Operating
        and Administrative Expenses*
 
 Our
        operating and administrative expenses consist primarily of rental expenses,
        related salaries, business development, depreciation, travel expenses and
        legal
        and professional expenses. Operating and administrative expenses were $1,023,345
        for the three-month period ended December 31, 2007 (of which, $82,630 was
        Jintai’s operating and administrative expenses), as compared to $60,228 for the
        same period ended December 31, 2006, an increase of $963,117. The increase
        was
        mainly due to the expenses incurred in connection with the Share Exchange
        and
        the Private Placement consummated on December 26, 2007.
  26
  *Operating
        Income*
 
 Our
        operating income was $791,445 for the three month period ended December 31,
        2007
        (of which, $239,027 was contributed by Jintai), as compared to $954,727 for
        the
        same period ended December 31, 2006, a decrease of $163,282, or approximately
        17.1%. The decrease was primarily attributable to the higher selling expenses
        and operating and administrative expenses.
 
 *Income
        Taxes*
 
 Techteam,
        our indirectly wholly owned operating subsidiary, incurred income tax of
        $66,126
        for the three months ended December 31, 2006 while no income tax incurred
        for
        the same period ended December 31, 2007 as a result of Techteam’s conversion
        from a domestic PRC enterprise to a wholly foreign owned enterprise status
        in
        August 2007 which qualified it for a tax holiday by December 31, 2007 pursuant
        to the PRC laws and regulations governing foreign invested enterprises. In
        2006,
        Techteam was subject to the income tax at the rate of 15% as a high tech
        domestic PRC corporation. Techteam is to be subject to the income tax at
        the
        rate of 18% for calendar year 2008.
 
 Jintai,
        as a Techteam subsidiary, was qualified for a tax holiday in calendar 2007
        and
        therefore, its income tax was 0. Jintai is to be subject to the income tax
        at
        the rate of 18% for calendar 2008.
 
 *Net
        Income*
 
 Net
        income for the three months ended December 31, 2007 was $730,025, a decrease
        of
        $85,480, or 10.5% from $815,505 for the comparable period in 2006. Jintai
        did
        not contribute to the decrease to the net income. The decrease was mainly
        due to
        the increase in operating and administrative (mainly, the expenses incurred
        in
        connection with the Share Exchange and the Private Placement consummated
        on
        December 26, 2007), and for the reason described above, we do not expect
        net
        income to continue to decrease over the next several quarters.
 
 *Foreign
        Currency Translation Gains*
 
 We
        had a
        foreign currency translation gain of $379,536 for the three months ended
        December 31, 2007 (of which, $130,807 was from Jintai), as compared to $24,690
        in loss for the same period in 2006, a result of the appreciation of RMB,
        the
        functional currency of Techteam and Jintai, against the U.S. dollars.
  27
  *Comprehensive
        Income*
 
 Comprehensive
        income for the three months ended December 31, 2007 was $1,109,561, an increase
        of $318,746 or 40.3%, from $790,815, compared with the same period in 2006.
        The
        increase is attributable to the foreign currency translation gain in $379,536
        as
        we described above.
 
 
 SIX
        MONTHS ENDED DECEMBER 31, 2007 COMPARED WITH SIX MONTHS ENDED DECEMBER 31,
        2006.
 
 The
        following table shows our operating results for the six months ended December
        31, 2007 and December 31, 2006.
 
 **Six
                  Months ended December 31, 2007 (unaudited) ($)**
              
              **Six
                  Months ended December 31, 2006 (unaudited) ($)**Net
                  Sales
              
              
              10,947,163
              
              
              6,872,356Cost
                  of goods sold
              
              
              4,394,981
              
              
              2,684,381Gross
                  profit
              
              
              6,552,182
              
              
              4,187,976Selling
                  Expenses
              
              
              471,838
              
              
              372,680Operating
                  and Administrative Expenses
              
              
              1,173,962
              
              
              279,353Operating
                  Income
              
              
              4,906,382
              
              
              3,535,943Total
                  Other Income (expense)
              
              
              (144,585
              )
              
              (163,257
              )Income
                  Before Income Taxes
              
              
              4,761,797
              
              
              3,372,685Provision
                  for Income Taxes
              
              
              -
              
              
              266,006Net
                  Income
              
              
              4,761,797
              
              
              3,106,680Foreign
                  currency translation gain (loss)
              
              
              553,997
              
              
              10,576Comprehensive
                  Income
              
              
              5,315,794
              
              
              3,117,256
 
 *Net
        Sales*
 
 Our
        net
        sales for the six months ended December 31, 2007 were $10,947,163, an increase
        of $4,074,807, or 59.3%, from $6,872,356, which we had in the corresponding
        period in 2006. This increase was attributable to the following factors (i)
        an
        increase in sales volume due to expansion of our sales network and increase
        in
        distributors and sales personnel which contributed a $641,666 increase in
        our
        revenue as compared to that of the same period in 2006; (ii) the launch of
        five
        new products (including Guokangmei Green Nutriment Fertilizer and Jinong
        Zhuangshi) which contributed $818,300 in revenues as compared to that of
        the
        same period of 2006; and (iii) the addition of our newly acquired greenhouse
        facility which contributed $2,614,841 of sales for the six months ended December
        31, 2007. The new 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.
  28
  *Cost
        of Goods Sold*
 
 Cost
        of
        goods sold is primarily comprised of the cost of our raw materials and packaging
        materials, direct labor and manufacturing overhead expenses. Our cost of
        goods
        sold for the six months ended December 31, 2007 was $4,394,981, an increase
        of
        $1,710,600, or 63.7%, as compared to $2,684,381 for the corresponding period
        in
        2006. Among the $1,710,600 increase, $1,010,204 represented Jintai’s costs. Cost
        of goods sold as a percentage of net sales was 40.1% and 39.1% for the six-month
        periods ended on December 31, 2007 and 2006, respectively. The increase in
        cost
        of goods sold was primarily due to the increase in our sales volume, while
        the
        cost of goods sold as a percentage of net sales for the six months ended
        December 31, 2007 remains at the similar level as compared to that of the
        same
        period in 2006.
 
 *Gross
        Profit*
 
 Our
        gross
        profit is equal to the difference between our net sales and our cost of goods
        sold. Our gross profit for the six months ended December 31, 2007 was
        $6,552,182, an increase of $2,364,206, or 56.5%, compared with $4,187,976
        for
        the corresponding period in 2006. The increase in our gross profit was due
        to
        the increase in our sales revenue and our increase in the sales in products
        with
        higher gross profits. Gross profit as a percentage of net sales was 59.9%
        for
        the six months ended December 31, 2007, as compared to 60.9% during the same
        period in 2006. The decrease of 1% in gross profits margin was a result of
        the
        increase in our cost of chemical raw materials. The gross profit margin for
        our
        revenues from Jintai (the sale of flowers, fruits and vegetables) for the
        six
        months ended December 2007 was 61.4%, which contributed to the increase in
        our
        overall gross profit margin. Jintai was formed in January 2007 and began
        to
        generate revenues March 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 $471,838 for the six-month period ended December 31, 2007 (among which,
        the
        selling expenses of Jintai were $10,198) as compared to $372,680 for the
        same
        period ended December 31, 2006, an increase of $99,158 or approximately 26.6%.
        The increase was primarily attributable to the increased advertising and
        promotion expenses which resulted in a higher sales volume.
 
 *Operating
        and Administrative Expenses*
 
 Our
        operating and administrative expenses consist primarily of rental expenses,
        related salaries, business development, depreciation, travel expenses and
        legal
        and professional expenses. Operating and administrative expenses were $1,173,962
        for the six-month period ended December 31, 2007 (of which, $116,906 was
        Jintai’s operating and administrative expenses), as compared to $279,353 for the
        same period ended December 31, 2006, an increase of $894,609. The increase
        was
        mainly due to the expenses incurred in connection with the Share Exchange
        and
        the Private Placement consummated on December 26, 2007.
  29
  *Operating
        Income*
 
 Our
        operating income was $4,906,382 for the six month period ended December 31,
        2007
        (of which, $1,477,534 was contributed by Jintai), as compared to $3,535,943
        for
        the same period ended December 31, 2006, an increase of $1,370,439, or
        approximately 38.8%. The increase was primarily attributable to the increase
        in
        our sales of our fertilizer products and the addition of our newly acquired
        greenhouse facility.
 
 *Income
        Taxes*
 
 Techteam,
        our indirectly wholly owned operating subsidiary, incurred income tax of
        $266,006 for the six months ended December 31, 2006 while there is none for
        the
        same period ended December 31, 2007 as a result of Techteam’s conversion from a
        domestic PRC enterprise to a wholly foreign owned enterprise status in August
        2007 which qualified it for a tax holiday as at December 31, 2007 pursuant
        to
        the PRC laws and regulations governing foreign invested enterprises. In 2006,
        Techteam was subject to income tax at the rate of 15% as a high tech domestic
        PRC corporation. Techteam is to be subject to the income tax at the rate
        of 18%
        for calendar year 2008.
 
 Jintai,
        as a Techteam subsidiary, was qualified for a tax holiday in calendar 2007
        and
        therefore, its income tax was 0. Jintai is to be subject to the income tax
        at
        the rate of 18% for calendar 2008.
 
 *Net
        Income*
 
 Net
        income for the six months ended December 31, 2007 was $4,761,797 (of which,
        $1,489,637 were contributed by Jintai), an increase of $1,655,117, or 53.3% from
        $3,106,680 for the comparable period in 2006. The increase was mainly a result
        of our increased net sales and the addition of Jintai’s revenues.
 
 *Foreign
        Currency Translation Gains*
 
 We
        had a
        foreign currency translation gain of $553,997 for the six months ended December
        31, 2007 (of which, $173,307 was from Jintai), as compared to $10,576 for
        the
        same period in 2006, a result of the appreciation of RMB, the functional
        currency of Techteam, against the U.S. dollars.
 
 *Comprehensive
        Income*
 
 Comprehensive
        income for the six months ended December 31, 2007 was $5,315,794 (of which,
        $1,662,944 were generated by Jintai), an increase of $2,198,538 or 70.5%,
        from
        $3,117,256, compared with the same period in 2006. The increase is mainly
        attributable to the gain in foreign currency translation and the increase
        in net
        income as we described above.
  30
  **Liquidity
        and Capital Resources**
 
 As
        of
        December 31, 2007, we had cash and cash equivalents of $9,725,194 and restricted
        cash of $4,250,000. Our current assets were $19,656,029 and our current
        liabilities were $9,548,767, including $4,290,845 short term loans, which
        resulted in a current ratio of approximately 2.06X. Our total stockholders’
equity as of December 31, 2007 was $28,417,998.
 
 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 was held in an escrow account as of December
        31, 2007. As of the date of this report, we have satisfied our covenants
        regarding the hiring of independent directors and an investor relations firm
        and
        received approximately $2,027,000 of the escrowed amount. We are in the process
        of hiring a new permanent CFO with the qualifications specified in the
        Securities Purchase Agreement and anticipate we can hire a new CFO by April
        25,
        2008.
 
 We
        are
        using the net proceeds of the Private Placement to finance the purchase of
        capital equipment and for the expansion of our facilities and production.
        We
        believe that our existing cash, cash equivalents and cash flows from operations
        and from the Private Placement will be sufficient to meet our presently
        anticipated future cash needs for at least the next 12 months. We may, however,
        require additional cash resources due to changing business conditions or
        other
        future developments, including any investments or acquisitions we may decide
        to
        pursue. There can be no assurance that such additional investment will be
        available to us, or if available, that it will be available on terms acceptable
        to us.
  *Cash
                  Flows**(in
                  U.S. Dollars)*Six
                    Months Ended December 31,2007
                
                2006Net
                    cash provided by (used in) operating activities
                
                
                5,317,938
                
                
                5,795,094Net
                    cash provided by (used in) investing activities
                
                
                (9,295,255
                )
                
                (9,634,994
                )Net
                    cash provided (used in) by financing activities
                
                
                13,586,384
                
                
                3,833,348
  31
  *Operating
        Activities*
 
 Net
        cash
        provided by operating activities for the six months ended December 31, 2007
        was
        $5,317,938, as compared with $5,795,094 for the same period in 2006, a decrease
        of $477,156. The decrease is primarily due to the increase in
        inventories.
 
 *Investing
        Activities*
 
 Net
        cash
        used in investing activities for the six months ended December 31, 2007 totaled
        $9,295,255, a decrease of $339,739 from $9,634,994 for the same period in
        2006.
        Our principal use of cash for investing activities for the six months ended
        December 31, 2007 were advances for construction in progress of updating
        our
        greenhouse facilities and the initial construction of a new production line
        and
        for payment to Techteam’s former shareholders to complete the purchase of
        Techteam. These funds were returned to Techteam as working capital.
 
 *Financing
        Activities*
 
 Net
        cash
        provided by financing activities for the six months ended December 31, 2007
        was
        $13,586,384, an increase of $9,753,036 from $3,833,348 for the same period
        in
        2006. The increase was principally due to the Private Placement as we described
        above.
 
 *Loans*
 
 As
        of
        December 31, 2007, our loans payable were as follows:
 
 Short
                  term loans payable:
              Amount
                  Outstanding
              Repayment
                  Terms
              Expiration
                  DateXi’an
                  City Commercial Bank in China
              $2,056,316
              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
              $520,933
              Initial
                  Annual Interest Rate: 9.216%repaid
                  on a monthly basis
              Initial
                  Due Date: 09/26/2007Renewed
                  Annual Interest Rate:11.795%repaid
                  on a monthly basis
              Renewed
                  Due Date: 09/16/2008Agriculture
                  Bank in China
              $1,713,596
              Annual
                  Interest Rate: 9.711%;
                repaid
                  on a monthly basis
              12/29/2008Total
              $4,290,845
  32
  None
        of
        our officers or shareholders has made commitments to the Company for financing
        in the form of advances, loans or credit lines.
 
 *Advance
        from Unrelated Companies*
 
 Advance
        from unrelated companies as of December 31, 2007 was $762,443 including $612,782
        advance from one unrelated company for the future purchasing from the Company
        and the rest of the balance were due to several other unrelated companies.
        The
        advances were due on demand, no interest bearing and due on demand.
  **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 December 31, 2007, cash and cash equivalents amounted
        to
        $9,725,194.
  33
  Accounts
        receivable
 
 The
        Company's policy is to maintain reserves for potential credit losses on accounts
        receivable. Management reviews the composition of accounts receivable and
        analyzes historical bad debts, customer concentrations, customer credit
        worthiness, current economic trends and changes in customer payment patterns
        to
        evaluate the adequacy of these reserves. As of December 31, 2007, the Company
        had accounts receivable of $1,134,238, net of allowance for doubtful accounts
        of
        $ 246,630.
 
 Advances
        for construction in progress
 
 The
        Company makes advances to certain vendors for construction in progress. As
        of
        December 31, 2007, the advances to suppliers amounted to
        $5,225,969.
 
 Inventory
 
 Inventory
        is valued at the lower of cost (determined on a weighted average basis) or
        net
        realizable value. Management compares the cost of inventory with the net
        realizable value and an allowance is made for writing down the inventory
        to its net realizable value, if lower than the cost.
 
 Property,
        plant and equipment
 
 Property,
        plant and equipment are recorded at cost. Gains or losses on disposals are
        reflected as gain or loss in the year of disposal. The cost of improvements
        that
        extend the life of plant, property, and equipment are capitalized. These
        capitalized costs may include structural improvements, equipment, and fixtures.
        All ordinary repair and maintenance costs are expensed as incurred.
 
 Depreciation
        for financial reporting purposes is provided using the straight-line method
        over
        the estimated useful lives of the assets: 5 to 15 years for machinery; 3
        to 5
        years for leasehold improvement, 5 to 10 years for office equipment; and
        3 to 5
        years for motor vehicles.
 
 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.
  34
  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.
  During
        the six month ended December 31, 2006, the company was organized in one segment.
        During the six months ended December 31, 2007, the Company was organized
        into
        two main business segments: produce fertilizer (Techteam) and agricultural
        products (Jintai).
   **Item
        3.** **Controls
        and Procedures**
  (a)   *Evaluation
        of disclosure controls and procedures* .
        At the
        conclusion of the period ended December 31, 2007 we carried out an evaluation,
        under the supervision and with the participation of our management, including
        our Chief Executive Officer and Chief Financial Officer, of the effectiveness
        of
        the design and operation of our disclosure controls and procedures (as defined
        in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rules
        13a-15e and 15d-15e). Based upon that evaluation, our Chief Executive Officer
        and Chief Financial Officer concluded that as of the end of the period covered
        by this report, our disclosure controls and procedures were effective and
        adequately designed to ensure that the information required to be disclosed
        by
        us in the reports we submit under the Exchange Act is recorded, processed,
        summarized and reported within the time periods specified in the applicable
        rules and forms and that such information was accumulated and communicated
        to
        our Chief Executive Officer and Chief Financial Officer, in a manner that
        allowed for timely decisions regarding required disclosure.
 
 (b)  *Changes
        in internal controls* .
        During
        the period covered by this report, there was no change in our internal control
        over financial reporting that has materially affected, or is reasonably likely
        to materially affect our internal control over financial reporting.
 
 35
 
 **PART
        II OTHER INFORMATION**
 
 **Item
        6.** **Exhibits**
 
 (a)
        Exhibits
 
 31.1
        -
        Certification of Chief Executive Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002 by Mr. Tao Li.
 
 31.2
        -
        Certification of Chief Financial Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002 by Mr. Yu Hao.
 
 32.1
        -
        Certification of Chief Executive Officer and Chief Financial Officer pursuant
        to
        Section 906 of the Sarbanes-Oxley Act of 2002 by Mr. Tao Li and Mr. Yu
        Hao.
 
 
 36
  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:
        April 22, 2008
 CHINA
                GREEN
                AGRICULTURE, INC.By:
              /s/Tao
                LiTao
                LiPresident
                  and
                  Chief Executive Officer
                (principal
                  executive officer)  By:
                /s/
                  Yu
                  HaoYu
                  HaoChief
                    Financial Officer
                  (principal
                    financial officer and accounting
                    officer)
 37