SEC Company Response from Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Mar 13, 2015
Enlightify Inc. (ENFY) (CIK 0000857949)
Date: March 13, 2015 · CIK: 0000857949 · Accession: 0001144204-15-016016
AI Filing Summary & Sentiment
File numbers found in text: 001-34260
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CORRESP
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CHINA GREEN AGRICULTURE, INC.
300
Walnut Street, Suite 245, Des Moines, Iowa 50309
March 13, 2015
Via
Edgar
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Mail Stop: 3561
Washington, D.C. 20549
Attention: Melissa Raminpour, Branch Chief
Re:
China Green Agriculture, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2014
Filed September 15, 2014
File No. 001-34260
Dear Ms. Raminpour:
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 February 27, 2015 (the “Comment Letter”)
to the Company, with respect to the Company’s Annual Report on Form 10-K for the year ended June 30, 2014 (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, 2014
Notes to Consolidated Financial Statements
Note 2 – Basis of Presentation and Summary of Significant
Accounting Policies
Deferred assets, page F-8
1.
We note from
your response to prior comment 6 that you have capitalized amounts given to distributors to help them expand their place of business,
improve signage and appearance in an effort to better present your brand name and image and to make your products more accessible
to the end customers. Please provide us further detail on the nature of each asset type capitalized as deferred assets. In
this regard, your response states you believe these items “would ordinarily be capitalized as fixed assets.” Please
address why they are properly capitalized in your response. Also, as part of your response, please clarify whether
you purchased assets directly for the distributor, or you reimbursed the distributor with cash. If the latter is the case, please
clarify how you ensure the reimbursements go toward the appropriate assets.
Response:
The deferred assets consist of
items inside the distributors’ stores such as furniture, racks, cabinets, and display units, and items outside or attached
to the distributors’ stores such as signage and billboards. These types of assets would be capitalized as fixed assets if
the Company actually owned the stores or utilized the assets for its own operations. These assets would also be capitalized as
leasehold improvements if the Company leased these stores from the distributors. Therefore, the Company believes that under the
U.S. generally accepted accounting principles, these types of assets purchases are properly capitalized. In addition, the Company
believes that these assets are properly classified as deferred assets because if a distributor breaches, defaults, or terminates
the agreement with the Company within a three-year period, a proportionate amount expended by the Company is to be repaid by the
distributor. The Chairman of the Board of directors of the Company guaranteed to the Company of amounts remaining unpaid due from
distributors.
The assets inside the distributors’
stores are custom made to fit the layout of each individual store and the signage and billboards are also custom designed to fit
the specific location. The assets were purchased by the Company directly from the manufacturers and installed in the distributors’
stores. The Company wants to maintain control over the quality of the items being purchased as well as making them uniform among
all the distributor locations.
Below is a summary of the deferred
assets by Chinese Province at December 31, 2014:
US Dollars
Accumulated
Net
Province
Cost
Amortization
Balance
Signage/billboards
Anhui
3,678,631
1,786,883
1,891,748
Fujian
2,262,221
1,098,867
1,163,354
Gansu
2,799,807
1,359,997
1,439,810
Guangdong
2,849,276
1,384,027
1,465,249
Guangxi
2,302,075
1,118,225
1,183,850
Guizhou
447,205
217,229
229,976
Hainan
250,485
121,672
128,813
Hebei
2,509,965
1,219,207
1,290,758
Henan
2,577,615
1,252,069
1,325,546
Heilongjiang
3,003,751
1,459,063
1,544,688
Hubei
2,214,038
1,075,462
1,138,576
Hunan
1,450,438
704,546
745,892
Jilin
2,108,503
1,024,198
1,084,305
Jiangsu
2,277,865
1,106,466
1,171,399
Jiangxi
1,769,037
859,304
909,733
Liaoning
2,168,140
1,053,167
1,114,973
Inner Mongolia
942,879
458,000
484,879
Ningxia
805,210
391,128
414,082
Shandong
3,970,344
1,928,582
2,041,762
Shanxi
2,086,579
1,013,549
1,073,030
Shaanxi
2,236,596
1,086,419
1,150,177
Shanghai
287,930
139,861
148,069
Sichuan
2,395,985
1,163,842
1,232,143
Tianjin
286,417
139,126
147,291
Xinjiang
2,707,637
1,315,226
1,392,411
Yunnan
2,288,123
1,111,449
1,176,674
Zhejiang
2,006,978
974,883
1,032,095
Chongqing
508,584
247,043
261,541
Total signage/billboards
55,192,314
26,809,490
28,382,824
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Furniture/racks
Anhui
5,123,537
2,314,881
2,808,656
Fujian
3,112,833
1,406,419
1,706,414
Gansu
3,963,152
1,790,604
2,172,548
Guangdong
3,866,940
1,747,133
2,119,807
Guangxi
3,366,621
1,521,083
1,845,538
Guizhou
646,928
292,290
354,638
Hainan
358,436
161,946
196,490
Hebei
3,617,578
1,634,468
1,983,110
Henan
3,773,672
1,704,994
2,068,678
Heilongjiang
4,357,757
1,968,891
2,388,866
Hubei
3,200,594
1,446,069
1,754,525
Hunan
2,087,604
943,206
1,144,398
Jilin
3,036,080
1,371,740
1,664,340
Jiangsu
3,178,483
1,436,080
1,742,403
Jiangxi
2,586,125
1,168,444
1,417,681
Liaoning
3,158,910
1,427,236
1,731,674
Inner Mongolia
1,369,096
618,575
750,521
Ningxia
1,167,291
527,397
639,894
Shandong
5,788,671
2,615,396
3,173,275
Shanxi
3,052,089
1,378,973
1,673,116
Shaanxi
3,264,266
1,474,838
1,789,428
Shanghai
422,084
190,703
231,381
Sichuan
3,653,599
1,650,743
2,002,856
Tianjin
412,396
186,326
226,070
Xinjiang
4,010,815
1,812,138
2,198,677
Yunnan
3,410,574
1,540,941
1,869,633
Zhejiang
2,966,330
1,340,226
1,626,104
Chongqing
737,129
333,044
404,085
Total furniture/racks
79,689,590
36,004,784
43,684,806
Grand Total
134,881,904
62,814,274
72,067,630
2.
In addition, explain to us your basis
to record the related amortization expenses of the deferred assets under “selling expenses – amortization of deferred
asset” line item rather than “cost of goods sold” in the Consolidated Statements of Income and Comprehensive
Income. Refer to ASC 705-10-25.
Response:
The Company has reviewed
the guidance in ASC 705-10-25 and believes that the amortization expense of the deferred assets closer resembles a selling expense
than a cost of the product that would be included in cost of goods sold. The distributors do not buy the Company’s products
for crop fertilization. As wholesalers, distributors buy large quantity of products from the Company, warehouse them, and resell
to retailers. To resell, distributors make efforts in various means, to market, promote, and resell the Company’s products
to retail customers via their retail network. The Company supports the distributors’ retail sales of the Company’s
products. To do that, the Company provides the deferred assets herein and assists the distributors to improve their retail network
with the deferred assets.
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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
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