UNITED STATES  
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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): February 9, 2009

CHINA CARBON GRAPHITE GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 Nevada 
333-114564
98-0550699
(State or Other Jurisdiction of Incorporation) 
(Commission File Number)
(I.R.S. Employer Identification Number)
c/o Xinghe Xingyong Carbon Co., Ltd.
787 Xicheng Wai
Chengguantown
Xinghe County
Inner Mongolia, China
Telephone: (86) 474-7209723
(Address of principal executive offices)

Copies to:
Asher S. Levitsky PC
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32 nd Floor
New York, New York 10006
Phone: (212) 981-6767
Fax: (212) 930 - 9725
E-mail: alevitsky@srff.com

 (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))




Item 3.02      Unregistered Sales of Equity Securities.

On February 9, 2009, the Company entered into a Consulting Agreement with Ventana Capital Partners, Inc. (“Ventana”).  Pursuant to the Consulting Agreement, the Company issued Ventana an aggregate of 750,000 shares of the Company’s common stock as consideration for the investor and public relations services.  The consulting agreement will expire August 9, 2009.  The issuance of the shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of the Commission thereunder. Ventana is an accredited investor and the certificate for the shares bears an investment legend.

 Item 9.01     Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1
Consulting Agreement, dated February 9, 2009.

SIGNATURES
 
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.
 
     
 
CHINA CARBON GRAPHITE GROUP, INC.
 
(Registrant) 
     
Date: February 13, 2009
By:  
 /s/ Ting Chen
 
Ting Chen
 
Chief Financial Officer

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