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SEC Comment Letter for Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Sep 30, 2010

Enlightify Inc. (ENFY) (CIK 0000857949)
Date: Sept. 30, 2010 · CIK: 0000857949 · Accession: 0000000000-10-057819

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Reasoning

File numbers found in text: 333-168297

Date
September 30, 2010
Author
Max. A. Webb
Form
UPLOAD
Company
Enlightify Inc. (ENFY) (CIK 0000857949)

Letter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -3561 September 30, 2010 Tao Li Chief Executive Officer 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

Re: China Green Agriculture, Inc. Registration Statement on Form S -3 Filed July 23 , 2010 File No. 333-168297

Dear Mr. Li:

We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the request ed information. Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the informati on you provide in response to these comments, we may have additional comments.

Form S -3 filed July 23, 2010

Incorporation of Certain Information by Reference , page 33

1. Please file a revised form S -3 specifically incorporat ing by reference into the prospe ctus your latest Form 10 -K and all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by that annual report.

Tao Li China Green Agriculture, Inc. September 30, 2010 Page 2

Form 10 -K filed September 7, 2010

General

2. We note the Seeking Alpha article dated September 14, 2010 indicating that a substantial portion of the Yuxing “research and development center” will be developed for tourist or recreational purposes. Please revise throughout to clarify your intended use of this property. Please revise y our Growth Strategy discussion on page nine to encompass any tourism or recreational development plans. Additionally please tell us whether you intend to use any offering proceeds for tourist or recreational development and revise your Liquidity and Capit al Resources discussion on page 46 accordingly .

Definitive Proxy Statement filed October 28, 2009

Certain Relationships and Related Transactions , page 10

3. We note that you pay annual rent of $19,266 to Group Company. However Page F - 21 of the Kingtone W irelessinfo Solution Holding Ltd Amended Form F -1 filed on May 11, 2010 indicates that it provides you office space at no charge. Please revise or advise. Additionally please amend your Form 10 -K to file all lease s related to your office space as exhibit s.

4. We note that page 48 of the Kingtone Wirelessinfo Solution Holding Ltd Amended Form F -1 filed on May 11, 2010 discloses $1.1 million in related party transaction s with China Green Agriculture, Inc. during its fiscal year ended September 30, 2009. Howe ver your Form 10 -K filed on September 17, 2009 does not disclose these transactions. Please revise your Form 10 -K for the Fiscal Year ended June 30, 2009 to provide the disclosure required by Item 404(a) of Regulation S -K for these transactions and file a ll related agreements as exhibits .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 1933 and all applicable Securities Ac t rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you r equest acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effec tive, it does not foreclose the Commission from taking any action with respect to the filing;

Tao Li China Green Agriculture, Inc. September 30, 2010 Page 3

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its ful l responsibility for the adequacy and accuracy of the disclosure in the filing; and

the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration. We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those r equesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. P lease allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

You may contact John Dana Brown at (202) 551 -3859 or the undersigned at (202) 551-3750 with any questions.

Sincerely,
Max. A. Webb
Assistant Director

Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -3561

         September  30, 2010

Tao Li
Chief Executive Officer
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

Re: China Green Agriculture, Inc.
 Registration Statement on Form S -3
Filed July 23 , 2010
File No. 333-168297

Dear Mr. Li:

We have limited our review of your registration statement to those  issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing
the request ed information. Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the informati on
you provide in response to these comments, we may have additional comments.

Form S -3 filed July 23, 2010

Incorporation of Certain Information by Reference , page 33

1. Please file a revised form S -3 specifically incorporat ing by reference into the
prospe ctus your latest Form 10 -K and all other reports filed pursuant to Section 13(a)
or 15(d) of the Exchange Act  since the end of the fiscal year covered by  that annual
report.

Tao Li
China Green Agriculture, Inc.
September 30, 2010
Page 2

Form 10 -K filed September 7, 2010

General

2. We note the Seeking Alpha article dated September 14, 2010 indicating  that a
substantial portion of the Yuxing  “research and development center” will be
developed for tourist or recreational purposes.  Please revise throughout to clarify
your intended use of this property.   Please revise y our Growth Strategy  discussion on
page nine to encompass any tourism or recreational development plans.  Additionally
please tell us whether you intend to use any offering proceeds for tourist or
recreational development and revise your Liquidity and Capit al Resources discussion
on page 46 accordingly .

Definitive Proxy Statement filed October 28, 2009

Certain Relationships and Related Transactions , page 10

3. We note that you pay annual rent of $19,266 to Group Company.   However Page F -
21 of the Kingtone W irelessinfo Solution Holding Ltd Amended Form F -1 filed on
May 11, 2010 indicates that it provides you office space at no charge.  Please revise
or advise.  Additionally please amend your Form 10 -K to file all  lease s related to
your office space as exhibit s.

4. We note that page 48 of the Kingtone Wirelessinfo Solution Holding Ltd Amended
Form F -1 filed on May 11, 2010 discloses $1.1 million in related party transaction s
with China Green Agriculture, Inc.  during its fiscal year ended September 30, 2009.
Howe ver your Form 10 -K filed on September 17, 2009 does not disclose these
transactions.  Please revise your Form 10 -K for the Fiscal Year ended June 30, 2009
to provide the disclosure required by Item 404(a) of Regulation S -K for these
transactions and file a ll related agreements as exhibits .

  We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Ac t rules require. Since the company and its
management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you r equest acceleration of the
effective date of the pending registration statement please provide a written statement
from the company acknowledging that:

should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effec tive, it does not foreclose the Commission from taking any action with
respect to the filing;

Tao Li
China Green Agriculture, Inc.
September 30, 2010
Page 3

the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its ful l responsibility
for the adequacy and accuracy of the disclosure in the filing; and

the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal  securities laws of the United States.

 Please refer to Rules 460 and 461 regarding requests for acceleration. We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those r equesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement. P lease allow adequate time for us to review any amendment
prior to the requested effective date of the registration statement.

You may contact John Dana Brown at (202) 551 -3859 or the undersigned  at (202)
551-3750  with any questions.

        Sincerely,

Max. A. Webb
Assistant Director

cc: Elizabeth F. Chen, Esq.
 Fax: (212) 798-6366