SecProbe.io

CORRESP
1
filename1.htm

    Unassociated Document

        CHINA
GREEN AGRICULTURE, INC.

        3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

      January
28, 2011

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Mail
Stop: 3561

    Washington,
D.C. 20549

    Attention:  Max.
A. Webb

            Re:

              China
      Green Agriculture, Inc.

              Amended
      Registration Statement on Form S-3

              Filed
      December 30, 2010

              File
      No.: 333-168297

    Dear Mr.
Webb:

    China
Green Agriculture, Inc., a Nevada corporation (the “Company”), is in receipt of
the letter from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated January 25, 2011 (the “Comment Letter”) to
the Company with respect to Amendment No. 1 to the Company’s Registration
Statement on Form S-3 (File No. 333-168297) filed with the Commission on
December 30, 2010 (the “Registration Statement”).  We hereby file via
EDGAR our response to the Comment Letter.  The text of the Staff's
comments is set forth in italics below, followed by the responses of the
Company.

    Form S-3/A filed December
30, 2010

              1.

              We note your response to our
      prior comment three. Please tell us why your definitive proxy statement
      filed October 28, 2010 states on page 11 that your executive offices “are
      leased from Kingtone Information at no
  cost.”

    Response:  The
Company’s disclosure regarding the office lease contained in the Company’s proxy
statement filed on October 28, 2010 (the “Proxy Statement”) is
incorrect.  As stated in our response to the Staff’s prior comment
three, Xi’an Kingtone Information Technology Co., Ltd. (“Kingtone Information”)
previously leased the office space to Xi’an Techteam Science and Technology
Industry (Group) Co., Ltd. (the “Group Company”) at no cost.  The
Group Company then leased the offices to the Company. On September 30, 2010, as
disclosed in the Company’s Quarterly Report on Form 10-Q filed with the
Commission on November 12, 2010, the Company cancelled the lease agreement with
the Group Company without penalty and signed a new two-year lease agreement
directly with Kingtone Information effective as of July 1, 2010. According to
the new lease agreement, the monthly rent is approximately $1,600 (RMB
10,800).

        CHINA
GREEN AGRICULTURE, INC.

        3rd
Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an, Shaanxi Province,
People’s Republic of China 710065

    The Company respectfully notes that the
amount involved in this related party transaction ($38,400) falls below the
$120,000 threshold set forth in Item 404 of Regulation S-K requiring disclosure
of related party transactions.  In light of the immaterial nature of
this related party transaction, the Company believes that it is unnecessary to
amend its Annual Report on Form 10-K for the fiscal year ended June 30, 2010 to
revise the disclosure contained in the Proxy Statement.

    ***

    We acknowledge that we are responsible
for the adequacy and accuracy of the disclosure in the Registration
Statement.  We further acknowledge that Staff comments or changes to
disclosure in response to Staff comments in the Registration Statement do not
foreclose the Commission from taking any action with respect to the Registration
Statement, and that we may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

    Should you have any questions regarding
our response to the Staff’s comments or wish to discuss this matter further,
please do not hesitate to contact me at (86) 29-88266368.

              Sincerely,

              /s/
      Tao Li

              Tao
      Li

              Chief
      Executive Officer