Enlightify Inc. — Major Shareholding Notification 2009

Jul 21, 2009

SC 13G 1 sch-13g.htm SCH 13G CHINA GREEN AGRICULTURE sch-13g.htm Licensed to: Winston & Strawn LLP Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

(Amendment No. )*

China Green Agriculture, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

16943W105

(CUSIP Number)

| July
21, 2009 |
| --- |
| (Date
of Event Which Requires Filing of this
Statement) |

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

| [ ] | Rule
13d-1(b) |
| --- | --- |
| [x] | Rule
13d-1(c) |
| [ ] | Rule
13d-1(d) |

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13G

CUSIP NO. 16943W105 Page 2 of 8

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Pinnacle
China Fund, L.P., a Texas limited partnership 20-3358646 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) þ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Texas | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5 | SOLE
VOTING POWER 594,245
shares of Common Stock |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 594,245
shares of Common Stock |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 594,245
shares of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.7%
(See Item 4) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

SCHEDULE 13G

CUSIP NO. 16943W105 Page 3 of 8

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) The
Pinnacle Fund, L.P., a Texas limited partnership 75-2512784 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) þ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Texas | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5 | SOLE
VOTING POWER 510,755
shares of Common Stock |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 510,755
shares of Common Stock |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 510,755
shares of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.3%
(See Item 4) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

SCHEDULE 13G

CUSIP NO. 16943W105 Page 4 of 8

| 1 | NAMES
OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Barry
M. Kitt | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) þ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON
WITH | 5 | SOLE
VOTING POWER 1,105,000
shares of Common Stock |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 1,105,000
shares of Common Stock |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,105,000
shares of Common Stock | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES | ¨ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0%
(See Item 4) | |
| 12 | TYPE
OF REPORTING PERSON IN | |

SCHEDULE 13G

CUSIP NO. 16943W105 Page 5 of 8

| Item
1(a). | Name
of Issuer: | |
| --- | --- | --- |
| | China
Green Agriculture, Inc. (the "Issuer") | |
| Item
1(b). | Address
of Issuer's Principal Executive Offices: | |
| | 3 rd Floor, Borough A, Block A. No.181, South Taibai Road, Xi’an,
Shaanxi | |
| | Province,
People’s Republic of China 710065 | |
| Items
2(a), | Name of Persons Filing , Address of Principal
Business Office and | |
| (b)
and (c). | Citizenship: | |
| | This
Schedule 13G is being filed on behalf of Pinnacle China Fund, L.P.
(“Pinnacle China”), The Pinnacle Fund, L.P. (“Pinnacle”) and Barry M.
Kitt, as joint filers (collectively, the "Reporting
Persons"). | |
| | The
Reporting Persons have entered into a Joint Filing Agreement, a copy of
which is filed with this Schedule 13G as Exhibit 1, pursuant to which the
Reporting Persons have agreed to file this Schedule 13G jointly in
accordance with the provisions of Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended. | |
| | The
principal business office of the Reporting Persons is 4965 Preston Park
Blvd., Suite 240, Plano, TX 75093. For citizenship, see Item 4
of each cover page. | |
| Item
2(d). | Title
of Class of Securities: | |
| | Common
Stock, par value $0.001 per share (the "Common Stock") | |
| Item
2(e). | CUSIP
Number: | |
| | 16943W105 | |
| Item
3. | Not
applicable | |
| Item
4. | Ownership. | |
| | (a) | Amount beneficially
owned : 1,105,000 shares of Common
Stock |
| | (b) | Percent of
class : Based on 22,095,186 shares of Common Stock of the
Issuer outstanding as of July 21, 2009, the Reporting Persons holds
approximately 5.0% of the issued and outstanding Common Stock of the
Issuer. |

SCHEDULE 13G

CUSIP NO. 16943W105 Page 6 of 8

| | (c) — (i) | Sole
power to vote or direct the vote: 1,105,000 shares of Common
Stock |
| --- | --- | --- |
| | (ii) | Shared
power to vote or direct the vote: 0 |
| | (iii) | Sole
power to dispose or to direct the disposition of: 1,105,000
shares of Common Stock |
| | (iv) | Shared
power to dispose of or direct the disposition of: 0 |
| | *This
statement is filed on behalf of Pinnacle, Pinnacle China and Barry M.
Kitt. Pinnacle Advisers, L.P. (“Advisers”) is the general
partner of Pinnacle. Pinnacle Fund Management, LLC
(“Management”) is the general partner of Advisers. Mr. Kitt is
the sole member of Management. Pinnacle China Advisers, L.P.
(“China Advisers”) is the general partner of Pinnacle
China. Pinnacle China Management, LLC (“China Management”) is
the general partner of China Advisers. Kitt China Management,
LLC (“China Manager”) is the manager of China Management. Mr.
Kitt is the manager of China Manager. As of July 21, 2009,
Pinnacle and Pinnacle China were the beneficial owners of 1,105,000 shares
of Common Stock. Mr. Kitt may be deemed to be the
beneficial owner of the shares of Common Stock beneficially owned by
Pinnacle and Pinnacle China. Mr. Kitt expressly disclaims
beneficial ownership of all shares of Common Stock beneficially owned by
Pinnacle and Pinnacle China. | |
| Item
5. | Ownership
of Five Percent or Less of a Class. | |
| | Not
applicable | |
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. | |
| | Not
applicable | |
| Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported By the Parent Holding Company. | |
| | Not
applicable | |
| Item
8. | Identification
and Classification of Members of the Group. | |
| | Not
applicable | |

SCHEDULE 13G

CUSIP NO. 16943W105 Page 7 of 8

| Item
9. | Notice
of Dissolution of a Group. |
| --- | --- |
| | Not
applicable |
| Item
10. | Certification. |
| | By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect. |

SCHEDULE 13G

CUSIP NO. 16943W105 Page 8 of 8

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 21, 2009

| PINNACLE
CHINA FUND, L.P. | |
| --- | --- |
| By: | Pinnacle
China Advisers, L.P., its general partner |
| By: | Pinnacle
China Management, LLC, its general partner |
| By: | Kitt
China Management, LLC, its manager |
| By: | /s/
Barry M. Kitt |
| | Barry
M. Kitt, its manager |

| THE
PINNACLE FUND, L.P. | |
| --- | --- |
| By:
Pinnacle Advisers, L.P., its general partner | |
| By:
Pinnacle Fund Management, LLC, its general partner | |
| By: | /s/
Barry M. Kitt |
| | Barry
M. Kitt, its sole member |
| /s/
Barry M. Kitt | |
| Barry
M. Kitt | |