Enlightify Inc. — Major Shareholding Notification 2009

Feb 6, 2009

SC 13G 1 sch-13g.htm CHINA GREEN AGRICULTURE INC SCHEDULE 13G 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. 1)*

China Green Agriculture, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

25468C 402

(CUSIP Number)

| December
31, 2008 |
| --- |
| (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. 25468C 402 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 892,442
shares of Common Stock |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 892,442
shares of Common Stock |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 892,442
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) 4.9%
(See Item 4) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

SCHEDULE 13G

CUSIP NO. 25468C 402 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 892,443
shares of Common Stock |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 892,443
shares of Common Stock |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 892,443
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) 4.9%
(See Item 4) | |
| 12 | TYPE
OF REPORTING PERSON PN | |

SCHEDULE 13G

CUSIP NO. 25468C 402 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 1,784,885
shares of Common Stock |
| | 6 | SHARED
VOTING POWER 0 |
| | 7 | SOLE
DISPOSITIVE POWER 1,784,885
shares of Common Stock |
| | 8 | SHARED
DISPOSITIVE POWER 0 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,784,885
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) 9.7%
(See Item 4) | |
| 12 | TYPE
OF REPORTING PERSON IN | |

SCHEDULE 13G

CUSIP NO. 25468C 402 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: | |
| | 3rd
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
Amendment No. 1 to 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 Amendment No. 1 to Schedule 13G as Exhibit 1,
pursuant to which the Reporting Persons have agreed to file this Amendment
No. 1 to 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: | |
| | 25468C
402 | |
| Item
3. | Not
applicable | |
| Item
4. | Ownership. | |
| | (a) | Amount beneficially
owned : |
| | | 1,784,885
shares of Common Stock* |

SCHEDULE 13G

CUSIP NO. 25468C 402 Page 6 of 8

| | (b) | Percent of
class : | |
| --- | --- | --- | --- |
| | | Based
on 18,381,702 shares of Common Stock of the Issuer outstanding as of
November 7, 2008, the Reporting Persons holds approximately 9.7% of the
issued and outstanding Common Stock of the Issuer. | |
| | (c) | Number of shares to which such person
has : | |
| | | (i) | Sole
power to vote or direct the vote: 1,784,885 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: 1,784,885
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 December 31, 2008,
Pinnacle and Pinnacle China were the beneficial owners of 1,784,885 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 | | |

SCHEDULE 13G

CUSIP NO. 25468C 402 Page 7 of 8

| 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 |
| 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. 25468C 402 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: February 6, 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 | |