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SEC Company Response from Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Jul 12, 2012

Enlightify Inc. (ENFY) (CIK 0000857949)
Date: July 12, 2012 · CIK: 0000857949 · Accession: 0001144204-12-039098

AI Filing Summary & Sentiment

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Confidence
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File numbers found in text: 001-34260

Date
July 11, 2012
Author
Branch Chief
Form
CORRESP
Company
Enlightify Inc. (ENFY) (CIK 0000857949)

Letter

Via Edgar Division of Corporation Finance Securities and Exchange Commission Attention: David R. Humphrey, Accounting Branch Chief File No. 001-34260 Form 10-Q for the Quarterly Period Ended March 31, 2012 Filed May 10, 2012 File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture, Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated June 26, 2012 (the “Comment Letter”) to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2011 (the “Form 10-K”) and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the “Form 10-Q”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comments is set forth in italics below, followed by the responses of the Company. Capitalized terms contained in the Company’s responses not otherwise defined herein shall have the meaning ascribed to them in the Form 10-K.

Form 10-K for the Fiscal Year Ended June 30, 2011

Item 1A. Risk Factors

1. Reference is made to your discussion of the financial performance of Gufeng on page 28. Please reconcile for us the $11,422,057 net income for the fiscal year ended June 30, 2011 as quoted in your discussion with the $10,995,984 as stated in Footnote 16 to the financial statements presented on page F-23.

Response:

Gufeng’s net income for the fiscal year ended June 30, 2011 of $10,995,984 in Footnote 16 on page F-23 is correct. The net income for Gufeng of $11,422,057 on page 28 was incorrect, and such number was a clerical error. We will be mindful in future filings to keep the numbers consistent.

July 11, 2012

Page 2

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Recent Developments

New Products, page 47

2. Please clarify to us in your response and revise future filings to indicate the proportion of revenue that is attributable both to new products and new distributors.

Response:

Please find the following disclosure which indicates the proportion of revenue that is attributable both to new products and new distributors. Going forward, we will include this type of disclosure in future filings, if the amount is more than nominal.

During the fiscal year ended June 30, 2011, Jinong’s revenue attributable both to Jinong’s new distributors and new products was approximately $385,832, which accounted for 0.6% of Jinong’s total sales.

During the three months ended June 30, 2011, Jinong’s revenue attributable both to Jinong’s new distributors and new products was approximately $19,265, which accounted for 0.1% of Jinong’s total sales for the same period.

During the fiscal year ended June 30, 2011, there was no revenue of Gufeng attributable both to Gufeng’s new distributors and new products.

Results of Operations

Net Sales, page 49

3. Refer to the third paragraph of your narrative. We note that you have included a comparative discussion of Gufeng’s net sales from fiscal 2011 to fiscal 2010. Gufeng has not been included in your financial statements for the year ended June 30, 2010 as it was acquired in July 2010. Further, Gufeng’s latest fiscal year prior to acquisition ended on December 31, 2009. As such, the annualized net sales figure for Gufeng for the year ended June 30, 2010 appears to be a pro forma presentation of net sales with no supporting explanation or calculation prepared in accordance with Article 11 of Regulation S-X. Please remove the reference to Gufeng’s net sales for the fiscal year ended June 30, 2010 as its inclusion is neither necessary nor appropriate.

Response:

In response to this comment, we will remove in all future filings the reference to Gufeng’s net sales for the fiscal year ended June 30, 2010. Related to that, we will also remove the reference of Gufeng’s Cost of Goods Sold ($21,138,551 for the fiscal year ended June 30, 2010) under the Cost of Sale section.

Discussion of Segment Profitability Measures, page 53

4. In Footnote 16, you present both operating income and net income by operating segment. Please clearly identify, here and in your footnote, the specific measure of segment profitability or loss that is reported to the chief operating decision maker for purposes of making decisions about allocating resources to the segment and assessing its performance. Refer to ASC 280-10-50-27 for guidance.

Response:

Each of the four operating segments identified on page 53 and in Footnote 16 has separate and distinct general ledgers. The chief operating decision maker (CODM) receives financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems to make decisions about allocating resources and assessing performance; however, the principal measure of segment profitability or loss used by the CODM is net income by segment. We will include this information in our future filings both in MD&A and footnotes.

July 11, 2012

Page 3

5. In addition, please expand this discussion to also address significant changes in that measure on a comparative basis for fiscal 2011 compared to fiscal 2010 and for fiscal 2010 compared to fiscal 2009. In this regard, we are particularly concerned as to the nature of and reasons for the significant negative variance in the profitability of Jintai in fiscal 2011. Please address this development in your response in detail. You should also indicate whether this trend is expected to continue. If significant write-offs were taken, please describe and quantify them and tell us how they were classified. Our comment applies to the disclosures in your Form 10-Q for the Quarterly Period Ended March 31, 2012 as well. We may have further comments upon review of your response.

Response:

For Jinong, the net income increased 35.5% by $7,637,205 to $29,139,457 for fiscal year 2011 from $21,502,252 for fiscal year 2010, while its net income increased 60.3% by $8,091,162 to $21,502,252 for fiscal year 2010 from $13,411,090 for fiscal year 2009.

For Gufeng, the net income was $10,995,984 for fiscal year 2011.

For Yuxing, the net loss increased 62.1% by $112,610 to a net loss of $293,914 for fiscal year 2011 from a net loss of $181,304 for fiscal year 2010.

For Jintai, the net income decreased 103.6% by $2,736,477 to a net loss of $96,244 for fiscal year 2011 from a net profit of $2,640,233 for fiscal year 2010, while its net income increased 7.9% by $193,995 to $2,640,233 for fiscal year 2010 from $2,446,238 for fiscal year 2009. The loss incurred by Jintai in fiscal year 2011 was primarily due to radical change of biological environment in its location.

Jintai is located at the Economic and Technical Development Zone (the "Zone") in the metro area of the city of Xi'an. The Zone has been inhabited by a large and dense population and the periphery of Jintai has bristled with various industrial factories and utility plants in the latest years. The Zone’s concentrated industrial activities and dense population changed the micro bio environment for the growth of Jintai's agricultural products and disturbed Jintai’s normal fertilizer research and development. From June 2011 to March 2012, such changes caused the death and obsolescence of large amount of Jintai's flowers and seedlings.

As of June 2011, 4,852,236 number of Photinia fraseri were obsolete due to the air and water pollution in the surrounding area of Jintai. The total loss for this obsolescence incurred a write-off of $2,813,993, which equaled to the maintenance cost of Photinia fraseri, and was classified as general and administration expense in Jintai for the fiscal year June 30, 2011.

In addition, 2,028,508 and 1,532,876 number of Photinia fraseri became obsolete as of September 30 and December 31, 2011 respectively due to the exacerbating air and water pollution in the surrounding area of Jintai. The total loss for the obsolescence incurred write-offs of $288,307 and $957,407 respectively. The losses equaled to the maintenance cost of Photinia fraseri, and were classified as general and administration expense in Jintai for the quarter ended September 30 and December 31, 2011.

July 11, 2012

Page 4

As of March 31, 2012, 54,682 number of butterfly orchids became obsolete due to disease. The total loss for the obsolescence incurred a write-off of $223,907, which equaled to the maintenance cost of butterfly orchids, and was classified as general and administration expense in Jintai as of March 31, 2012.

From March 2012, the Company commenced to relocate Jintai in the facilities of one of the Company’s other subsidiaries, Yuxin, located in Hu County, 18 kilometers southeast of Xi’an city. During the three months ended June 30, 2012, Jintai had no sales revenue due to relocation. The entire relocation process is expected to complete by the end of fiscal year 2013. We expect Jintai will likely remain unprofitable until the relocation gets completed. Further, the Company may consider merging the subsidiaries of Yuxing and Jintai together to reduce operating cost and streamline management at appropriate time in the future.

Financial Statements

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

6. Reference is made to the apparent significance of your research and development expenditures as described on page 17. Please explain to us, and disclose, how research and development costs are accounted for and classified and how the elements of costs are identified with your related activities. Quantitative disclosures are also required under ASC 730-10-50-1. Alternatively, please identify the location of these disclosures in your footnotes.

Response:

While the Company states, on page 17 of the Form 10-K “During the fiscal year ended June 30, 2010 and 2009, we spent $12,956,621 and $0 on Yuxing’s research and development activities”, such reference is effectively a primary comparison of Yuxing’s capital expenditure and certain other payments in fiscal year 2010 to the comparable amount in fiscal year 2009, for the purpose of building Yuxing into the Company’s new leading green fertilizer research and development facilities in China. To avoid confusion going forward, we will specify that such amounts were capital expenditure and other related expenses if we have similar disclosure in our filings. The breakdown of total amounts is as below:

Amount in FY2010 Amount in FY2009

Machines, Buildings and Equipments $ 36,998 $ -

Land Use Right $ 11,477,681 $ -

Advanced Payment $ 1,168,528 $ -

Construction in Progress $ 273,414 $ -

Total $ 12,956,621 $ -

The research and development costs in Jinong for the fiscal year 2009, 2010, and 2011 are illustrated as the following:

July 11, 2012

Page 5

FY2009 FY2010 FY2011

Freight Expense $ 1,258 $ 924 $ 3,916

Travel Expense $ 866 $ 3,528 $ 8,465

Salary $ 23,277 $ 26,861 $ 42,516

Experiment and Testing $ 10,166 $ 1,948 $ 38,724

Other $ - $ 169 $ 633

Total R&D Expense for Jinong $ 35,566 $ 33,430 $ 94,253

The research and development costs in Gufeng for the fiscal year 2011 are illustrated in the table below:

Item FY2011

Raw material $ 2,543,617

Manufacturing Cost $ 45,708

Experiment and Testing $ 4,155

Labor Cost $ 20,776

License fee $ 4,155

Total R&D Expense for Gufeng $ 2,618,412

While Jintai and Yuxing do not incur research and development cost directly from their production activities of agriculture products, they conduct field tests in their field and experimenting facilities for Jinong and Gufeng’s trial fertilizer products. Thus, certain costs, such as lease of the related facilities, depreciation of the related facilities and equipment for fertilizer research and development use, and other miscellaneous expenses can be attributable to the research and development activities of fertilizer products for the Company. Leases and depreciation of related facilities and equipments over past three fiscal years in Jintai and Yuxing, are illustrated below:

FY2009 FY2010 FY2011

Facility Lease in Jintai $ 1,200,491 $ 1,211,696 $ 1,272,956

Depreciation in Jintai $ 111,089 $ 120,780 $ 127,143

Depreciation in Yuxing $ - $ - $ 5,065

July 11, 2012

Page 6

In summary, as illustrated by the the summary table below of the three tables above, for Jinong, Gufeng, Jintai and Yuxing, the Company expenses research and development costs as incurred. For the years ended June 30, 2011, 2010 and 2009, research and development costs were $4,117,830, $1,365,907 and $1,346,146, respectively.

FY2009 FY2010 FY2011

Jintai $ 1,311,579 $ 1,332,477 $ 1,400,099

Yuxing $ - $ - $ 5,065

Jinong $ 35,566 $ 33,430 $ 94,253

Gufeng $ - $ - $ 2,618,412

Total $ 1,347,146 $ 1,365,907 $ 4,117,830

7. We note the very significant increase in advances to suppliers as of June 30, 2011. Please describe the significant contractual terms of these arrangements in expanded detail and tell us about the nature and composition of these balances. Please also describe the extent to which these balances are seasonal, if applicable. Finally, these balances appear significantly larger than the advances in the historical financial statements of Gufeng. If our understanding is correct, please explain why this is the case. We also note that you have recorded a related allowance of $549,470 in fiscal 2011. Please explain how and when this charge was determined and recorded. Finally, please expand your footnotes to address this account.

Response:

Historically, prior to the Company’s acquisition of Gufeng in July 2010, the Company had relatively lower balance of advance to suppliers on the balance sheet. The Company’s subsidiaries then didn’t make large amount of advance payment when they purchased raw material from suppliers to produce their products. For concentrated fertilizers that Jinong produces, it uses limited amount of basic fertilizers, such as nitrogen and phosphate, in its production. These basic fertilizers account relatively less than other raw material such as package material, in the cost of goods sold for Jinong.

Unlike concentrated fertilizers, producing NPK-based compound fertilizer requires significant amount of similar basic fertilizers above as the production input. In addition, the compound fertilizer is of much larger volume than the concentrated fertilizer products, even though the compound fertilizer is much less expensive than the concentrated one for the same volume.

In manufacturing large volume of compound fertilizers, Gufeng purchases correspondingly large volume of basic fertilizers, such as nitrogen and phosphate from a number of suppliers as the raw material for its production. In trading basic fertilizer among suppliers and buyers in China, as the management observes, suppliers typically require buyers to deposit certain amount of payment as advances when both parties enter the sales contracts. The rest payment then is due at the time of shipment’s arrival to the buyers, which can be one to three months later. The percentage of advances to the total payment may vary depending on various factors such as market trend, the business relationship between the

Show Raw Text
CORRESP
1
filename1.htm

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

July 11, 2012

Via
Edgar

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Mail Stop: 3561

Washington, D.C. 20549

Attention: David R. Humphrey, Accounting
Branch Chief

 Re: China Green Agriculture, Inc.

Form 10-K for the Fiscal Year Ended June 30, 2011

Filed September 12, 2011

File No. 001-34260

  Form 10-Q for the Quarterly Period Ended March 31, 2012

Filed May 10, 2012

File No. 001-34260

Dear Mr. Humphrey:

China Green Agriculture,
Inc., a Nevada corporation (the “Company” or “we”), is in receipt of the letter from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated June 26, 2012 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2011 (the “Form
10-K”) and the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (the “Form 10-Q”).
We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comments is set forth in italics below, followed
by the responses of the Company. Capitalized terms contained in the Company’s responses not otherwise defined herein shall
have the meaning ascribed to them in the Form 10-K.

Form 10-K for the Fiscal Year Ended June 30, 2011

Item 1A. Risk Factors

 1. Reference is made to your discussion of the financial performance of Gufeng on page 28. Please
reconcile for us the $11,422,057 net income for the fiscal year ended June 30, 2011 as quoted in your discussion with the $10,995,984
as stated in Footnote 16 to the financial statements presented on page F-23.

Response:

Gufeng’s
net income for the fiscal year ended June 30, 2011 of $10,995,984 in Footnote 16 on page F-23 is correct. The net income for Gufeng
of $11,422,057 on page 28 was incorrect, and such number was a clerical error. We will be mindful in future filings to keep the
numbers consistent.

July 11, 2012

Page 2

Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Recent Developments

New Products, page 47

 2. Please clarify to us in your response and revise future filings to indicate the proportion of revenue that is attributable
both to new products and new distributors.

Response:

Please find
the following disclosure which indicates the proportion of revenue that is attributable both to new products and new distributors.
Going forward, we will include this type of disclosure in future filings, if the amount is more than nominal.

During the
fiscal year ended June 30, 2011, Jinong’s revenue attributable both to Jinong’s new distributors and new products was
approximately $385,832, which accounted for 0.6% of Jinong’s total sales.

During the
three months ended June 30, 2011, Jinong’s revenue attributable both to Jinong’s new distributors and new products
was approximately $19,265, which accounted for 0.1% of Jinong’s total sales for the same period.

During the
fiscal year ended June 30, 2011, there was no revenue of Gufeng attributable both to Gufeng’s new distributors and new products.

Results of Operations

Net Sales, page 49

 3. Refer to the third paragraph of your narrative. We note that you have included a comparative
discussion of Gufeng’s net sales from fiscal 2011 to fiscal 2010. Gufeng has not been included in your financial statements
for the year ended June 30, 2010 as it was acquired in July 2010. Further, Gufeng’s latest fiscal year prior to acquisition
ended on December 31, 2009. As such, the annualized net sales figure for Gufeng for the year ended June 30, 2010 appears to be
a pro forma presentation of net sales with no supporting explanation or calculation prepared in accordance with Article 11 of Regulation
S-X. Please remove the reference to Gufeng’s net sales for the fiscal year ended June 30, 2010 as its inclusion is neither
necessary nor appropriate.

Response:

In response
to this comment, we will remove in all future filings the reference to Gufeng’s net sales for the fiscal year ended June
30, 2010. Related to that, we will also remove the reference of Gufeng’s Cost of Goods Sold ($21,138,551 for the fiscal year
ended June 30, 2010) under the Cost of Sale section.

Discussion of Segment Profitability Measures, page 53

 4. In Footnote 16, you present both operating income and net income by operating segment. Please
clearly identify, here and in your footnote, the specific measure of segment profitability or loss that is reported to the chief
operating decision maker for purposes of making decisions about allocating resources to the segment and assessing its performance.
Refer to ASC 280-10-50-27 for guidance.

Response:

Each of the
four operating segments identified on page 53 and in Footnote 16 has separate and distinct general ledgers. The chief operating
decision maker (CODM) receives financial information, including revenue, gross margin, operating income and net income produced
from the various general ledger systems to make decisions about allocating resources and assessing performance; however, the principal
measure of segment profitability or loss used by the CODM is net income by segment. We will include this information in our future
filings both in MD&A and footnotes.

July 11, 2012

Page 3

 5. In addition, please expand this discussion to also address significant changes in that measure
on a comparative basis for fiscal 2011 compared to fiscal 2010 and for fiscal 2010 compared to fiscal 2009. In this regard, we
are particularly concerned as to the nature of and reasons for the significant negative variance in the profitability of Jintai
in fiscal 2011. Please address this development in your response in detail. You should also indicate whether this trend is expected
to continue. If significant write-offs were taken, please describe and quantify them and tell us how they were classified. Our
comment applies to the disclosures in your Form 10-Q for the Quarterly Period Ended March 31, 2012 as well. We may have further
comments upon review of your response.

Response:

For Jinong,
the net income increased 35.5% by $7,637,205 to $29,139,457 for fiscal year 2011 from $21,502,252 for fiscal year 2010, while its
net income increased 60.3% by $8,091,162 to $21,502,252 for fiscal year 2010 from $13,411,090 for fiscal year 2009.

For Gufeng,
the net income was $10,995,984 for fiscal year 2011.

For Yuxing,
the net loss increased 62.1% by $112,610 to a net loss of $293,914 for fiscal year 2011 from a net loss of $181,304 for fiscal
year 2010.

For Jintai,
the net income decreased 103.6% by $2,736,477 to a net loss of $96,244 for fiscal year 2011 from a net profit of $2,640,233 for
fiscal year 2010, while its net income increased 7.9% by $193,995 to $2,640,233 for fiscal year 2010 from $2,446,238 for fiscal
year 2009. The loss incurred by Jintai in fiscal year 2011 was primarily due to radical change of biological environment in its
location.

Jintai is
located at the Economic and Technical Development Zone (the "Zone") in the metro area of the city of Xi'an. The Zone
has been inhabited by a large and dense population and the periphery of Jintai has bristled with various industrial factories and
utility plants in the latest years. The Zone’s concentrated industrial activities and dense population changed the micro
bio environment for the growth of Jintai's agricultural products and disturbed Jintai’s normal fertilizer research and development.
From June 2011 to March 2012, such changes caused the death and obsolescence of large amount of Jintai's flowers and seedlings.

As of June
2011, 4,852,236 number of Photinia fraseri were obsolete due to the air and water pollution in the surrounding area of Jintai.
The total loss for this obsolescence incurred a write-off of $2,813,993, which equaled to the maintenance cost of Photinia fraseri,
and was classified as general and administration expense in Jintai for the fiscal year June 30, 2011.

In addition,
2,028,508 and 1,532,876 number of Photinia fraseri became obsolete as of September 30 and December 31, 2011 respectively due to
the exacerbating air and water pollution in the surrounding area of Jintai. The total loss for the obsolescence incurred write-offs
of $288,307 and $957,407 respectively. The losses equaled to the maintenance cost of Photinia fraseri, and were classified as general
and administration expense in Jintai for the quarter ended September 30 and December 31, 2011.

July 11, 2012

Page 4

As of March
31, 2012, 54,682 number of butterfly orchids became obsolete due to disease. The total loss for the obsolescence incurred a write-off
of $223,907, which equaled to the maintenance cost of butterfly orchids, and was classified as general and administration expense
in Jintai as of March 31, 2012.

From
March 2012, the Company commenced to relocate Jintai in the facilities of one of the Company’s other subsidiaries, Yuxin,
located in Hu County, 18 kilometers southeast of Xi’an city. During the three months ended June 30, 2012, Jintai had no sales
revenue due to relocation. The entire relocation process is expected to complete by the end of fiscal year 2013. We expect Jintai
will likely remain unprofitable until the relocation gets completed. Further, the Company may consider merging the subsidiaries
of Yuxing and Jintai together to reduce operating cost and streamline management at appropriate time in the future.

Financial Statements

Note 2 - Basis of Presentation and Summary of Significant
Accounting Policies

 6. Reference is made to the apparent significance of your research and development expenditures
as described on page 17. Please explain to us, and disclose, how research and development costs are accounted for and classified
and how the elements of costs are identified with your related activities. Quantitative disclosures are also required under ASC
730-10-50-1. Alternatively, please identify the location of these disclosures in your footnotes.

Response:

While
the Company states, on page 17 of the Form 10-K “During the fiscal year ended
June 30, 2010 and 2009, we spent $12,956,621 and $0 on Yuxing’s research and development activities”, such
reference is effectively a primary comparison of Yuxing’s capital expenditure and certain other payments in
fiscal year 2010 to the comparable amount in fiscal year 2009, for the purpose of building Yuxing into the Company’s
new leading green fertilizer research and development facilities in
China. To avoid confusion going forward, we will specify that such amounts were capital expenditure and other related
expenses if we have similar disclosure in our filings. The breakdown of total amounts is as below:

    Amount in FY2010
    Amount in FY2009

    Machines, Buildings and Equipments
    $ 36,998
    $ -

    Land Use Right
    $ 11,477,681
    $ -

    Advanced Payment
    $ 1,168,528
    $ -

    Construction in Progress
    $ 273,414
    $ -

    Total
    $ 12,956,621
    $ -

The research and development costs in Jinong
for the fiscal year 2009, 2010, and 2011 are illustrated as the following:

July 11, 2012

Page 5

     
    FY2009
    FY2010
    FY2011

    Freight Expense
    $ 1,258
    $ 924
    $ 3,916

    Travel Expense
    $ 866
    $ 3,528
    $ 8,465

    Salary
    $ 23,277
    $ 26,861
    $ 42,516

    Experiment and Testing
    $ 10,166
    $ 1,948
    $ 38,724

    Other
    $ -
    $ 169
    $ 633

    Total R&D Expense for Jinong
    $ 35,566
    $ 33,430
    $ 94,253

The research and development costs in Gufeng
for the fiscal year 2011 are illustrated in the table below:

    Item
    FY2011

    Raw material
    $ 2,543,617

    Manufacturing Cost
    $ 45,708

    Experiment and Testing
    $ 4,155

    Labor Cost
    $ 20,776

    License fee
    $ 4,155

    Total R&D Expense for Gufeng
    $ 2,618,412

While
Jintai and Yuxing do not incur research and development cost directly from their production activities of agriculture
products, they conduct field tests in their field and experimenting facilities for Jinong and Gufeng’s trial fertilizer
products. Thus, certain costs, such as lease of the related facilities, depreciation of the related facilities and equipment
for fertilizer research and development use, and other miscellaneous expenses can be attributable to the research and
development activities of fertilizer products for the Company. Leases and depreciation of related facilities and equipments
over past three fiscal years in Jintai and Yuxing, are illustrated below:

    FY2009
    FY2010
    FY2011

    Facility Lease in Jintai
    $ 1,200,491
    $ 1,211,696
    $ 1,272,956

    Depreciation in Jintai
    $ 111,089
    $ 120,780
    $ 127,143

    Depreciation in Yuxing
    $ -
    $ -
    $ 5,065

July 11, 2012

Page 6

In summary,
as illustrated by the the summary table below of the three tables above, for Jinong, Gufeng, Jintai and Yuxing, the Company expenses
research and development costs as incurred. For the years ended June 30, 2011, 2010 and 2009, research and development costs were
$4,117,830, $1,365,907 and $1,346,146, respectively.

    FY2009
    FY2010
    FY2011

    Jintai
    $ 1,311,579
    $ 1,332,477
    $ 1,400,099

    Yuxing
    $ -
    $ -
    $ 5,065

    Jinong
    $ 35,566
    $ 33,430
    $ 94,253

    Gufeng
    $ -
    $ -
    $ 2,618,412

    Total
    $ 1,347,146
    $ 1,365,907
    $ 4,117,830

 7. We note the very significant increase in advances to suppliers as of June 30, 2011. Please describe
the significant contractual terms of these arrangements in expanded detail and tell us about the nature and composition of these
balances. Please also describe the extent to which these balances are seasonal, if applicable. Finally, these balances appear significantly
larger than the advances in the historical financial statements of Gufeng. If our understanding is correct, please explain why
this is the case. We also note that you have recorded a related allowance of $549,470 in fiscal 2011. Please explain how and when
this charge was determined and recorded. Finally, please expand your footnotes to address this account.

Response:

Historically,
prior to the Company’s acquisition of Gufeng in July 2010, the Company had relatively lower balance of advance to suppliers
on the balance sheet. The Company’s subsidiaries then didn’t make large amount of advance payment when they purchased
raw material from suppliers to produce their products. For concentrated fertilizers that Jinong produces, it uses limited amount
of basic fertilizers, such as nitrogen and phosphate, in its production. These basic fertilizers account relatively less than other
raw material such as package material, in the cost of goods sold for Jinong.

Unlike concentrated
fertilizers, producing NPK-based compound fertilizer requires significant amount of similar basic fertilizers above as the production
input. In addition, the compound fertilizer is of much larger volume than the concentrated fertilizer products, even though the
compound fertilizer is much less expensive than the concentrated one for the same volume.

In manufacturing
large volume of compound fertilizers, Gufeng purchases correspondingly large volume of basic fertilizers, such as nitrogen and
phosphate from a number of suppliers as the raw material for its production. In trading basic fertilizer among suppliers and buyers
in China, as the management observes, suppliers typically require buyers to deposit certain amount of payment as advances when
both parties enter the sales contracts. The rest payment then is due at the time of shipment’s arrival to the buyers, which
can be one to three months later. The percentage of advances to the total payment may vary depending on various factors such as
market trend, the business relationship between the