SEC Company Response from Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Dec 28, 2012
Enlightify Inc. (ENFY) (CIK 0000857949)
Date: Dec. 28, 2012 · CIK: 0000857949 · Accession: 0001144204-12-070024
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-34260
Referenced dates: October 4, 2012, October 9, 2012
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, 2012 Filed September 13, 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 December 13, 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, 2012 (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.
Form 10-K for the Year Ended June 30, 2012
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 50
Net Sales, page 53
1. Reference is made to your response to our prior comment 1. Please expand your discussion of sales to include all of the information provided to the staff in your supplemental response.
Response:
We have included such information 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. In addition, our Form 10-K/A No. 2 also included the proposed changes we made under our response letter dated October 9, 2012 to your comment letter dated October 4, 2012 with respect to the proposed Jintai disclosure under Item 7 of the annual report. We will file Form 10-K/A No.2 with the Commission if the proposed draft is satisfactory to you.
Critical Accounting Policies and Estimates, page 62
2. Refer to your response to our prior comment 2. Please expand your discussion of accounts receivable to include the information provided to the staff in your supplemental response.
Response:
We have included the requested information in the proposed Form 10-K/A No. 2 for your review.
Financial Statements
Note 2 – Basis of Presentation and Significant Accounting Policies, page F-6
Accounts Receivable, net, page F-7
3. Please revise your critical accounting policies to reflect the content of your response to our previous comment 7.
Response:
We have included the requested information in the proposed Form 10-K/A No. 2 for your review.
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
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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
December 28, 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, 2012
Filed September 13, 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 December 13, 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, 2012 (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.
Form 10-K for the Year Ended June 30, 2012
Item 7. Management’s Discussion and Analysis of
Financial Condition and Results of Operations, page 50
Net Sales, page 53
1.
Reference is made to your response to our prior comment 1. Please expand your discussion of sales to include all of the information provided to the staff in your supplemental response.
Response:
We have included
such information 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. In addition, our Form 10-K/A
No. 2 also included the proposed changes we made under our response letter dated October 9, 2012 to your comment letter dated October
4, 2012 with respect to the proposed Jintai disclosure under Item 7 of the annual report. We will file Form 10-K/A No.2 with the
Commission if the proposed draft is satisfactory to you.
Critical Accounting Policies and Estimates, page 62
2. Refer to your response to our prior comment 2. Please expand your discussion of accounts receivable
to include the information provided to the staff in your supplemental response.
Response:
We
have included the requested information in the proposed Form 10-K/A No. 2 for your review.
Financial Statements
Note 2 – Basis of Presentation and Significant Accounting
Policies, page F-6
Accounts Receivable, net, page F-7
3. Please revise your critical accounting policies to reflect the content of your response to our
previous comment 7.
Response:
We have included the requested
information in the proposed Form 10-K/A No. 2 for your review.
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.
1
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 in Item 7 of Part II and Note 2 to its financial statements
in 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,
the following changes were included:
· We
included the explanation
of our current credit
policy and its background
under “Net
Sales” of
“The fiscal
year ended June
30, 2012 compared
to the fiscal year
ended June 30, 2011”
and “Critical
Accounting Policies
and Estimates”
under Item 7 of
this Amendment.
· We
included the description
of our practice
in evaluating our
accounts receivable
in Note 2 to financial
statements 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”
under Item 7 of
this Amendment 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. 1. 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 and Note 2 to financial statements below. Accordingly, this Amendment should be read in conjunction with our Form 10-K,
Form 10-K/A No. 1, and 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, the financial
statements 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, o