SEC Company Response from Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Dec 30, 2010
Enlightify Inc. (ENFY) (CIK 0000857949)
Date: Dec. 30, 2010 · CIK: 0000857949 · Accession: 0001144204-10-069026
AI Filing Summary & Sentiment
File numbers found in text: 333-168297
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Unassociated Document
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
December 30, 2010
Division
of Corporation Finance
Securities
and Exchange Commission
100 F
Street, NE
Mail
Stop: 3561
Washington,
D.C. 20549
Attention: Max
A. Webb, Assistant Director
Re:
China
Green Agriculture, Inc.
Registration
Statement on Form S-3
Filed
July 23, 2010
File
No.: 333-168297
Dear Mr.
Webb:
China
Green Agriculture, Inc., a Nevada corporation (the “Company”), is in receipt of
the letter from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) dated September 30, 2010 (the “Comment Letter”) to
the Company, with respect to the Company’s Registration Statement on Form S-3
(File No. 333-168297) filed with the Commission on July 23, 2010 (the
“Registration Statement”). We hereby file via EDGAR our response to
the Comment Letter, together with Amendment No. 1 to the Registration Statement
and Amendment No. 1 to our Annual Report on Form 10-K/A for the period ended
June 30, 2009. The text of the Staff's comments is set forth in
italics below, followed by the responses of the Company.
Form S-3 filed July 23,
2010
Incorporation of Certain
Information by Reference, page 33
1.
Please
file a revised form S-3 specifically incorporating by reference into the
prospectus 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.
Response:
The Registration Statement has been
revised in accordance with the Staff’s comment.
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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
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
your 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 Capital Resources discussion on
page 46 accordingly.
Response:
The Seeking Alpha article misstates our
plans to develop the Yuxing research and development center (the “Yuxing R&D
Center”) and should be disregarded. Contrary to the article, we have
no intention to develop the property for tourist or recreational
purposes. Rather, we intend for the Yuxing R&D Center to serve as
a facility dedicated to the growth and advancement of our core businesses of
producing fertilizer products and agricultural products. In response
to this comment from the Staff, we have reviewed our disclosures in our Annual
Report on Form 10-K for the fiscal year ended June 30, 2010 (the “Form 10-K”)
regarding the Yuxing R&D Center and we believe that such disclosures are
adequate and not misleading. In response to the Staff’s comments, the
following paragraphs provide further detail regarding our plans for the Yuxing
R&D Center.
The real property on which the Yuxing
R&D Center is situated can be divided into three sections (Section I, II,
and III) for the purposes of describing our developments plans
thereon. Development on Section I, which we refer to as Phase I in
our SEC reports, has been completed and consists of 100 sunlight greenhouses
located on the eastern section of the property. We have disclosed such status in
the Form 10-K. Development on Section II, which we refer to as Phase
II in our SEC reports, has commenced and, when completed, will consist of twelve
“intelligent” greenhouses located on the western section of the property. After
completion of development on Sections I and II, there will remain
an undeveloped parcel of land in the central section of the property,
which we refer to as Section III. The Seeking Alpha article
incorrectly described our development proposal for Section III. As a
matter of fact, our current plans contemplate construction of an appealing
corporate “campus” that includes a natural sanctuary on which to test, showcase
and market our fertilizer and agricultural products and create an
eco-friendly atmosphere for the enjoyment, motivation and general well-being
of our employees and customers, thus reinforcing our desired
corporate persona. The plans include a pond to be used for testing fertilizers
and other products for aquatic plants, flowers and vegetables. Under
these plans, the research and development activities for these particular types
of products will be housed in small buildings around the rim of the
pond. Other aspects of the plan include building a training center,
conference center, a modern agricultural demonstration area and a comprehensive
administration service area on this space. Such facilities, we
anticipate, will provide a means to host new and existing customers, generate
new business opportunities and strengthen our brand as a sophisticated
agricultural company.
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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
In conclusion, we believe our
disclosures regarding the Yuxing R&D Center in the Form 10-K are adequate
and not misleading. Furthermore, we believe that no changes to our Growth
Strategy or Liquidity and Capital Resources discussions are
necessary.
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 Wirelessinfo 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 leases related to your office space as
exhibits.
Response:
The disclosure regarding the office
lease in the Form 10-K is correct. The disclosure contained in the Amended F-1
of Kingtone Wirelessinfo Solution Holding Ltd (“Kingtone”) could be improved to
state that Kingtone provides its office space to the Group Company, instead of
to China Green Agriculture, Inc., for no consideration. As such we do not
believe the Form 10-K needs to be amended.
With respect to filing all leases
related to our office space as exhibits, we have only one lease which we believe
is immaterial in amount based on the annual rent of the lease (based on the
guidance provided by Item 601 (subsection a-10-ii) of Regulation S-K).
Therefore, we do not believe it is necessary to file the lease as an exhibit to
the Form 10-K.
4.
We
note that page 48 of the Kingtone Wirelessinfo Solution Holding Ltd
Amended Form F-I filed on May 11, 2010 discloses $1.1 million in related
party transactions with China Green Agriculture, Inc. during its fiscal
year ended September 30, 2009. However 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
all related agreements as exhibits.
Response:
The disclosure contained in Kingtone’s
Amended F-1 accurately describes the related party transactions between Kingtone
and our company. Accordingly, we have disclosed these transactions in
Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended June
30, 2009 and filed all related agreements as exhibits thereto.
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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
***
We acknowledge that we are responsible
for the adequacy and accuracy of the disclosure in the Registration
Statement. We further acknowledge that Staff comments or changes to
disclosure in response to Staff comments in the Registration Statement do not
foreclose the Commission from taking any action with respect to the Registration
Statement, and that we may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Should you have any questions regarding
our response to the Staff’s comments or wish to discuss this matter further,
please do not hesitate to contact me at (86) 29-88266368.
Sincerely,
/s/
Tao Li
Tao
Li
Chief
Executive Officer
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