UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE ~~COMMISSIONWASHINGTON~~COMMISSION WASHINGTON, D.C. ~~20549______________________~~20549

~~FORM 8-K______________________~~______________________________

FORM 8-K

______________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~November~~January 182, ~~2013~~2014

~~ASIA GREEN AGRICULTURE CORPORATION (Exact name of registrant as specified in its charter)______________________~~______________________________

ASIA GREEN AGRICULTURE CORPORATION
(Exact name of registrant as specified in its charter)

______________________________

Nevada	0-53343	26-2809270
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

Shuinan Industrial Area, Songxi County, Fujian Province, China	353500
(Address of principal executive offices)	(Zip Code)

(+86) 0599-2335520 (Registrant's telephone number, including area code)

NA (Former Name or Former Address, if Changed Since Last Report)~~______________________~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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This Current Report on Form 8-K is filed by Asia Green Agriculture Corporation, a Nevada corporation (which we may refer to as “we”, “us”, “our” or the “Company”), in connection with the matters described herein.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward looking statements” regarding the possible acquisition of Asia Green Agriculture Corporation and other future events. Factors that could cause actual events to differ include, but are not limited to: (1) the inability to reach a definitive agreement for the merger, (2) the incurrence of unexpected costs, liabilities or delays relating to the merger; (3) the failure to satisfy the conditions to the merger; and (4) the failure to obtain shareholder approval for the merger. Factors that may affect the future results of the Company are set forth in its filings with the Securities and Exchange Commission, including its recent filing on Form 10-K for the fiscal year ended December 31, 2012. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Asia Green Agriculture Corporation undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events.

The special committee of independent directors of the Board of Directors of Asia Green Agriculture Corporation ~~(“AGAC”~~ or (the “Company”; OTCBB: AGAC), aconsisting ~~leading producer~~ of ~~organic~~ ~~bamboo~~Messrs. ~~shoot~~Cheng ~~products~~Sing ~~in China~~Wai, ~~received~~Lum onPak ~~November~~Sum ~~18, 2013 a preliminary non-binding proposal letter dated November 15, 2013, from Mr. Youdai Zhan, Chairman~~ and ~~Chief~~Mak ~~Executive~~Ka ~~Officer~~Wing ofPatrick (the “Special ~~Company~~Committee”), tohas ~~acquire~~appointed ~~all~~Duff of& ~~the outstanding~~Phelps ~~shares~~Securities ofLLC ~~common~~and ~~stock~~Duff of& ~~the Company not currently owned~~Phelps, ~~legally or~~LLC ~~beneficially~~(together, by“Duff ~~Mr.~~& ~~Youdai Zhan (the “Buyer~~Phelps”), ~~for~~as ~~$0.55~~its ~~per~~independent ~~share~~financial ~~in cash~~advisor. AsIn ofaddition, the ~~date~~Special ~~hereof,~~Committee ~~the~~has retained ~~Buyer~~Sheppard, ~~controlled~~Mullin, ~~approximately~~Richter ~~61.01%~~& ofHampton ~~the outstanding~~LLP ~~shares~~to ofserve ~~common~~as ~~stock~~its oflegal ~~the Company~~counsel.

~~According~~ As topreviously ~~the~~reported ~~proposal~~on ~~letter~~Form 8-K filed on November 21, 2013, the ~~Buyer~~Company ~~will~~received ~~form~~ a ~~transaction~~ ~~vehicle~~preliminary ~~for~~non-binding ~~the~~proposal ~~purpose~~from ofMr. ~~pursuing~~Youdai ~~the~~Zhan, ~~proposed~~Chairman ~~transaction~~ and ~~will~~ ~~finance~~Chief Executive Officer of the ~~proposed~~Company, ~~transaction~~to ~~with~~acquire ~~equity~~all ~~funding~~of ~~and/or~~the ~~debt~~outstanding ~~financing, possibly~~shares ~~supplemented~~of bycommon stock of the ~~Buyer’s~~Company ~~own~~not ~~funds.~~currently ~~There~~owned, ~~are~~legally noor ~~commitments~~beneficially, ~~or arrangements~~by inMr. ~~place~~Zhan, for ~~such~~$0.55 ~~equity~~per orshare ~~debt~~in ~~financing~~cash. atIf ~~this~~implemented, ~~time.~~the ~~The~~ proposal ~~letter~~would ~~also~~result ~~states~~in ~~that~~the ~~Sidley~~Company ~~Austin~~becoming ~~LLP~~a ~~has~~privately-held ~~been~~company. ~~engaged~~Duff by& ~~the~~Phelps ~~Buyer as~~will ~~legal~~provide ~~counsel~~financial advisory inservices ~~connection~~to ~~with~~assist the ~~proposed~~Special ~~transaction.~~Committee Ain ~~copy~~the performance of ~~the proposal~~its ~~letter~~duties isand ~~filed~~the asevaluation ~~Exhibit~~and ~~99.1~~negotiation tothe ~~this~~proposed ~~Current~~transaction ~~Report~~with onMr. ~~Form 8-K~~Zhan.

~~The Company’s Board of Directors has formed a special committee~~ of-2- independent directors (the “Special Committee”) consisting of Messrs. Cheng Sing Wai, Lum Pak Sum and Mak Ka Wing Patrick to evaluate and negotiate the terms of the proposed transaction with the Buyer. The Special Committee intends to retain its legal counsel and an independent financial advisor, and may retain one or more accountants and other consultants and agents as it deems appropriate to assist it in the performance of its duties. No decisions have been made by the Special Committee with respect to the Company’s response to the proposed transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

~~SECTION~~SIGNATURES ~~9 – FINANCIAL STATEMENTS AND EXHIBITS~~

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~(d)~~ASIA ~~Exhibits~~GREEN AGRICULTURE CORPORATION

Exhibit No.	Description
99.1	Preliminary non-binding proposal letter dated November 15, 2013, from Mr. Youdai Zhan.

By: /s/ Chin Hon Siang Alex
       Name: Chin Hon Siang Alex
       Title: Chief Financial Officer

~~-2-~~Date: January 13, 2014

~~SIGNATURES~~-3-

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ASIA GREEN AGRICULTURE CORPORATION By: /s/ Chin Hon Siang Alex Name: Chin Hon Siang Alex Title: Chief Financial Officer

Date: November 21, 2013

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