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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

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File numbers found in text: 001-34260

Date
March 13, 2015
Author
/s/ Ken Ren
Form
CORRESP
Company
Enlightify Inc. (ENFY) (CIK 0000857949)

Letter

Via Edgar Division of Corporation Finance Securities and Exchange Commission 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

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.

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
1
filename1.htm

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

    2

    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.

    3

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

    4