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SEC Company Response from Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Oct 9, 2012

Enlightify Inc. (ENFY) (CIK 0000857949)
Date: Oct. 9, 2012 · CIK: 0000857949 · Accession: 0001144204-12-055331

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File numbers found in text: 001-34260

Referenced dates: July 19, 2012, June 26, 2012

Date
October 9, 2012
Author
/s/ Ken Ren
Form
CORRESP
Company
Enlightify Inc. (ENFY) (CIK 0000857949)

Letter

Via Edgar Division of Corporation Finance Securities and Exchange Commission 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

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 October 4, 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”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics below, followed by the response of the Company.

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

Results of Operations

Discussion of Segment Profitability Measures, page 53

1. We note your response to our previous comment 1. However, we are not persuaded that the requested disclosures are not required in your comparative discussions of operating results for fiscal 2012 because they "had become obsolete . . ." Your attention is directed to the disclosure requirements of Rule 303 (a) (3) of Regulation S-K. Item (i) thereunder, requires that you describe any unusual or infrequent events or transactions or any other significant economic changes that materially affected the amount of reported income f rom continuing operations. It also requires that you describe any other components of revenues and expenses that should be described in order to understand results of operations. Item (ii) thereunder, requires you to describe any known trends or uncertainties that have had or that you reasonably expect will have a material unfavorable impact upon revenues or income f rom continuing operations. If you know of events that will cause a material change in the relationship between costs and revenues, you are required to disclose that change in relationship. In your letter of July 11, 2012, you advised us that industrial activities and dense population in the zone in which Jintai is located changed the micro bio environment for the growth of Jintai's agricultural products. You stated that, from June 2011 to March 2012, these changes caused the death and obsolescence of certain of Jintai's products. You explained that, as of June 2011, air and water pollution in the surrounding area caused almost 5 million of Photinia fraseri to become obsolete, resulting in a $2.8 million write-off. Further, you disclosed that over 2 million and 1.5 million fraseri became obsolete as of September 30 and December 31, 2011, respectively. As a result, losses for obsolescence of over $288,000 and $957,000, respectively, were recorded during these quarters. Further, you informed us that $224,000 in losses for obsolescence of butterfly orchids were recorded as of March 31, 2012. Accordingly, we continue to believe that you should file an amended Form 10-K for the year ended June 30, 2012 which includes the disclosure provided in the last five paragraphs of your response 5 to our comment letter dated June 26, 2012, as you represented to us that you would do in your response letter dated July 19, 2012. In this regard, we note that the date of your response letter is subsequent to year end, indicating that you were in the process of drafting the fiscal 2012 Form 10-K at the time of your response. However, in view of your concerns, we would not object if you also elected to amend your Form 10-K for fiscal 2011 and the subsequent Forms 10-Q to also provide this information in the appropriate fiscal periods.

Response:

The first and most of the last paragraphs of the five paragraphs referred to in your previous comment have been included under “MD&A – Recent Development – Jintai Relocation” and “Business – Recent Developments” section in the Annual Report on Form 10-K for the fiscal year ended June 30, 2012 (the “2012 Form 10-K”).

With respect to the middle three paragraphs where the obsolete plants were described, we have included them in the enclosed draft of the proposed Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal year ended June 30, 2012 (“Form 10-K/A No.2”) with the relevant content shown with underlines. They appear under General and Administrative Expenses subsection under our comparative discussions of operating results for fiscal year 2012. In addition, we added two more sentences in the last paragraph (also shown with underlines) under “MD&A – Recent Development – Jintai Relocation” to ensure the consistency between our previous response and the disclosure in the Form 10-K/A No.2. Please confirm our amendments are in line with your expectation and we will file Form 10-K/A No.2 with the Commission if the proposed draft is satisfactory to you.

We acknowledge that we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing, 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.

Sincerely,
/s/ Ken Ren

Show Raw Text
CORRESP
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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

October 9, 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

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 October 4, 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”). We hereby file via EDGAR our response to the Comment Letter. The text of the Staff's comment is set forth in italics
below, followed by the response of the Company.

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

Results of Operations

Discussion of Segment Profitability Measures, page 53

    1.
    We note your response to our previous comment 1.  However, we are not persuaded that the requested disclosures are not required in your comparative discussions of operating results for fiscal 2012 because they "had become obsolete . . ." Your attention is directed to the disclosure requirements of Rule 303 (a) (3) of Regulation S-K.  Item (i) thereunder, requires that you describe any unusual or infrequent events or transactions or any other significant economic changes that materially affected the amount of reported income f rom continuing operations.  It also requires that you describe any other components of revenues and expenses that should be described in order to understand results of operations.  Item (ii) thereunder, requires you to describe any known trends or uncertainties that have had or that you reasonably expect will have a material unfavorable impact upon revenues or income f rom continuing operations.  If you know of events that will cause a material change in the relationship between costs and revenues, you are required to disclose that change in relationship.  In your letter of July 11, 2012, you advised us that industrial activities and dense population in the zone in which Jintai is located changed the micro bio environment for the growth of Jintai's agricultural products.  You stated that, from June 2011 to March 2012, these changes caused the death and obsolescence of certain of Jintai's products.  You explained that, as of June 2011, air and water pollution in the surrounding area caused almost 5 million of Photinia fraseri to become obsolete, resulting in a $2.8 million write-off.  Further, you disclosed that over 2 million and 1.5 million fraseri became obsolete as of September 30 and December 31, 2011, respectively.  As a result, losses for obsolescence of over $288,000 and $957,000, respectively, were recorded during these quarters.  Further, you informed us that $224,000 in losses for obsolescence of butterfly orchids were recorded as of March 31, 2012.  Accordingly, we continue to believe that you should file an amended Form 10-K for the year ended June 30, 2012 which includes the disclosure provided in the last five paragraphs of your response 5 to our comment letter dated June 26, 2012, as you represented to us that you would do in your response letter dated July 19, 2012.  In this regard, we note that the date of your response letter is subsequent to year end, indicating that you were in the process of drafting the fiscal 2012 Form 10-K at the time of your response.  However, in view of your concerns, we would not object if you also elected to amend your Form 10-K for fiscal 2011 and the subsequent Forms 10-Q to also provide this information in the appropriate fiscal periods.

Response:

The
first and most of the last paragraphs of the five paragraphs referred to in your previous comment have been included
under “MD&A – Recent Development – Jintai Relocation” and “Business – Recent
Developments” section in the Annual Report on Form 10-K for the fiscal year ended June 30, 2012
(the “2012 Form 10-K”).

With
respect to the middle three paragraphs where the obsolete plants were described, we have included them in the enclosed draft
of the proposed Amendment No. 2 to the Annual Report on Form 10-K/A for the fiscal year ended June 30, 2012 (“Form
10-K/A No.2”) with the relevant content shown with underlines. They appear under General and Administrative Expenses
subsection under our comparative discussions of operating results for fiscal year 2012. In addition, we added two more
sentences in the last paragraph (also shown with underlines) under “MD&A – Recent Development – Jintai
Relocation” to ensure the consistency between our previous response and the disclosure in the Form 10-K/A No.2. Please
confirm our amendments are in line with your expectation and we will file Form 10-K/A No.2 with the Commission if the
proposed draft is satisfactory to you.

We acknowledge that
we are responsible for the accuracy and adequacy of the disclosure in the filing. We further acknowledge that Staff comments or
changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the
filing, 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.

    Sincerely,

    /s/ Ken Ren

    Ken Ren

    Chief Financial Officer

Encl: Form 10-K/A No.2 (Proposed Draft)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 10-K/A

(Amendment No. 2)

x           ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2012

or

¨
	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

   For the transition period
from _________ to _____________

Commission file number: 001-34260

CHINA GREEN AGRICULTURE, INC.

(Exact name of registrant as specified
in its charter)

    Nevada
    36-3526027

        (State or other jurisdiction of

        incorporation or organization)

    (IRS Employer Identification No.)

3rd Floor, Borough A, Block A. No.181,
South Taibai Road, Xi’an, Shaanxi Province,

People’s Republic of China 710065

 (Address of Principal Executive
Offices, Including Zip Code)

Registrant’s telephone number:  +86-29-88266368

Securities registered pursuant to Section
12(b) of the Act:

    Title of each class

    Name of each exchange on which registered

    Common Stock, $0.001 Par Value Per Share

    NYSE

Securities registered pursuant to Section
12(g) of the Act: None.

Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes
¨      No   x

Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes
¨      No x

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such report(s)), and (2) has been subject to such
filing requirements for the past 90 days.  Yes x      No
¨

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes
x      No   ¨

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.   ¨

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions
of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule
12b-2 of the Exchange Act.

    Large accelerated filer o
    Accelerated filer x

        Non-accelerated filer o

        Do not check if a smaller reporting company

    Smaller reporting company  o

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ¨
     No   x

The aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter: $47,940,291 as of December 30, 2011, based on the closing price $3.00 of the Company’s common
stock on such date.

The number of outstanding shares of the
registrant’s common stock on September 10, 2012 was 27,455,721.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s
definitive Proxy Statement for the 2012 Annual Meeting of Stockholders, which the registrant plans to file with the Securities
and Exchange Commission within 120 days after June 30, 2012 are incorporated by reference in Part III of the Form 10-K, as
defined below, to the extent described therein.

Explanatory Note

China Green Agriculture,
Inc. (the “Company”, “we”, “us”, or “our” is filing this Amendment No. 2 on Form
10-K/A (this “Amendment”) to supplement the disclosure regarding certain comparative discussions of operating results
for fiscal 2012 in Item 7 of Part II of its Annual Report on Form 10-K for the year ended June 30, 2012 filed with the U.S. Securities
and Exchange Commission (the “Commission”) on September 13, 2012 (the “Form 10-K”) and amended on September
24, 2012 on Form 10-K/A to furnish Exhibit 101 to the Form 10-K (“Form 10-K/A No. 1”).

In this Amendment,
we expanded the analysis under “General and Administrative Expenses” of “The fiscal year ended June 30, 2012
compared to the fiscal year ended June 30, 2011” by including four paragraphs describing the specific amount of write-offs
incurred as a result of obsolescence of certain plants in Xi’an Jintai Agriculture Technology Development Company (“Jintai”),
one of our operating subsidiaries in China. The supplementary disclosure does not affect any numbers in our financial statements
contained in Form 10-K and Form 10-K/A.

No other changes have
been made to the Form 10-K and Form 10-K/A No. 1. This Amendment does not reflect events occurring after the filing of the Form
10-K and Form 10-K/A No. 1, does not update disclosures contained in the Form 10-K or Form 10-K/A No.1, and does not modify or
amend the Form 10-K or Form 10-K/A No.1 except as specifically described in this explanatory note and set forth in detail under
Item 7 below. Accordingly, this Amendment should be read in conjunction with our Form 10-K, Form 10-K/A No. 1, our other filings
made with the Commission subsequent to the filing of the Form 10-K, including any amendments to those filings.

Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as amended, this Amendment contains the complete text of Item 7 and currently dated
certifications of our Chief Executive Officer and Chief Financial Officer. Capitalized terms not otherwise defined have the meanings
ascribed to them in the Form 10-K.

PART II

    ITEM 7.
    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion
and analysis of our financial condition and results of operations should be read in conjunction with our consolidated
financial statements and the notes to those financial statements appearing elsewhere in this report. This discussion and
analysis contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors,
such as the slow-down of the global financial markets and its impact on economic growth in general, the competition in the
fertilizer industry and the impact of such competition on pricing, revenues and margins, the weather conditions in the areas
where our customers are based, the cost of attracting and retaining highly skilled personnel, the prospects for future
acquisitions, and the factors set forth elsewhere in this report and our Form 10-K, our actual results may differ materially from
those anticipated in these forward-looking statements. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this report will in fact occur. You should not place undue reliance on the
forward-looking statements contained in this report.

The forward-looking statements speak
only as of the date on which they are made, and, except to the extent required by U.S. federal securities laws, we undertake no
obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events.  Further, the information about our intentions contained in this
report is a statement of our intention as of the date of this report and is based upon, among other things, the existing regulatory
environment, industry conditions, market conditions and prices and our assumptions as of such date.  We may change our intentions,
at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

Unless the context indicates otherwise,
as used in the following discussion, “Company”, “we,” “us,” and “our,” refer to
(i) China Green Agriculture, Inc. (“Green Nevada”), a corporation incorporated in the State of Nevada; (ii) Green Agriculture
Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada incorporated in the State of New
Jersey; (iii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New
Jersey organized under the laws of the PRC; (iv) Xi’an Jintai Agriculture Technology Development Company (“Jintai”),
wholly-owned subsidiary of Jinong in the PRC, (v) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”),
a wholly-owned subsidiary of Jinong in the PRC; (vi) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong
in the PRC (“Gufeng”), and (vii) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in
the PRC (“Tianjuyuan”).

Unless the context otherwise requires,
all references to (i) “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,”
“$” and “US$” are to United States dollars; and (iii) “RMB”, “Yuan” and Renminbi
are to the currency of the PRC or China.

Overview

We are engaged in the
research, development, production and sale of various types of fertilizers and agricultural products in the PRC through our wholly-owned
Chinese subsidiaries, Jinong, Jintai, Yuxing, Gufeng and Tianjuyuan. Our primary business is fertilizer products, specifically
humic-acid based compound fertilizer produced by Jinong and compound fertilizer, blended fertilizer, organic compound fertilizer,
slow-release fertilizers, highly-concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizer produced
by Gufeng. In addition, through Jintai and Yuxing, we develop and produce agricultural products, such as top-grade fruits, vegetables,
flowers and colored seedlings. For financial reporting p