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SEC Company Response from Enlightify Inc. (ENFY) (CIK 0000857949) (ENFY) — Apr 13, 2018

Enlightify Inc. (ENFY) (CIK 0000857949)
Date: April 13, 2018 · CIK: 0000857949 · Accession: 0001213900-18-004465

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File numbers found in text: 001-34260

Referenced dates: March 22, 2018

Date
June 30, 2017
Author
/s/
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. Amendment No. 1 to Form 10-K for the Fiscal Year Ended June 30, 2017 Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended December 31, 2017 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 March 22, 2018 (the “Comment Letter”) to the Company, with respect to the Company’s Amendment No. 1 to Form 10-K for the Fiscal Year Ended June 30, 2017 (the “Form 10-K/A”) and Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended December 31, 2017 (the “Form 10-Q/A”). 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/A for the Fiscal Year Ended June 30, 2017

1. We note that you have filed an amended Form 10-K to reclassify the cash outflow of acquisitions payable from operating activities to investment activities in the statement of cash flow. In light of this material change in cash flows provided by operating and investing activities, it appears that you should mark the 2017 column in the statement of cash flows as “restated.” Also, your auditor should perform and necessary procedures as a result of the restatement and revise the date of their audit report accordingly. Also, please explain to us how these changes affect your conclusion that Disclosure Controls and Procedures were effective as of June 30, 2017 and Internal Controls over Financial Reporting were effective at June 30, 2017. Please advise or revise accordingly.

Response:

In the Amendment No. 2 to Form 10-K for the Fiscal Year Ended June 30, 2017, we will mark the 2017 column in the statement of cash flows as “Restated.” the Company’s independent registered public accounting firm had performed necessary procedures as a result of the restatement and will update the audit report in the Amendment No. 2 accordingly. Due to the reclassification of cash flows made in operating and investing activities, we conclude that the Disclosure Controls and Procedures were not effective as of June 30, 2017 and Internal Controls over Financial Reporting were not effective as of June 30, 2017. We will revise the conclusion in the Amendment No. 2.

Form 10-Q/A for the Fiscal Quarter Ended December 31, 2017

Financial Statements

2. We note that you have amended note 2 to your December 31, 2017 interim financial statements and only included note 2 in your amended 10-Q for the quarter ended December 31, 2017. Please note that when one part of an item is amended, the item must be filed as amended in its entirety. Therefore, please revise your 10-Q/A for the quarter ended December 31, 2017 to provide the whole of your financial statements under Item 1. Please refer to Rule 12b-15 of the Exchange Act of 1934 which requires that any amendments set forth the complete text of each item amended. Updated certifications should also be included in your revised report.

Response:

In the Amendment No. 2 to Form 10-Q for the Fiscal Quarter Ended December 31, 2017, we will provide the whole financial statements under Item 1. The Amendment No. 2 will include the previously revised note 2 from the Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended December 31, 2017. We will also update certifications in the Amendment No. 2.

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/
Zhuoyu Li

Show Raw Text
CORRESP
1
filename1.htm

CHINA
GREEN AGRICULTURE, INC.

Third
floor, Borough A, Block A. No. 181, South Taibai Road, Xi’an, Shaanxi Province, PRC 710065

April
13, 2018

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.

    Amendment
        No. 1 to Form 10-K for the Fiscal Year Ended June 30, 2017

        Amendment
        No. 1 to Form 10-Q for the Fiscal Quarter Ended December 31, 2017

        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 March 22, 2018
(the “Comment Letter”) to the Company, with respect to the Company’s Amendment No. 1 to Form 10-K for the Fiscal
Year Ended June 30, 2017 (the “Form 10-K/A”) and Amendment No. 1 to Form 10-Q for the Fiscal Quarter Ended December
31, 2017 (the “Form 10-Q/A”). 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/A for the Fiscal Year Ended June 30, 2017

    1.
    We
    note that you have filed an amended Form 10-K to reclassify the cash outflow of acquisitions payable from operating activities
    to investment activities in the statement of cash flow. In light of this material change in cash flows provided by operating
    and investing activities, it appears that you should mark the 2017 column in the statement of cash flows as “restated.”
    Also, your auditor should perform and necessary procedures as a result of the restatement and revise the date of their audit
    report accordingly. Also, please explain to us how these changes affect your conclusion that Disclosure Controls and Procedures
    were effective as of June 30, 2017 and Internal Controls over Financial Reporting were effective at June 30, 2017. Please
    advise or revise accordingly.

Response:

In
the Amendment No. 2 to Form 10-K for the Fiscal Year Ended June 30, 2017, we will mark the 2017 column in the statement of
cash flows as “Restated.” the Company’s independent registered public accounting firm had performed necessary procedures
as a result of the restatement and will update the audit report in the Amendment No. 2 accordingly. Due to the reclassification
of cash flows made in operating and investing activities, we conclude that the Disclosure Controls and Procedures were not effective
as of June 30, 2017 and Internal Controls over Financial Reporting were not effective as of June 30, 2017. We will revise the
conclusion in the Amendment No. 2.

Form
10-Q/A for the Fiscal Quarter Ended December 31, 2017

Financial
Statements

    2.
    We
    note that you have amended note 2 to your December 31, 2017 interim financial statements and only included note 2 in your
    amended 10-Q for the quarter ended December 31, 2017. Please note that when one part of an item is amended, the item must
    be filed as amended in its entirety. Therefore, please revise your 10-Q/A for the quarter ended December 31, 2017 to provide
    the whole of your financial statements under Item 1. Please refer to Rule 12b-15 of the Exchange Act of 1934 which requires
    that any amendments set forth the complete text of each item amended. Updated certifications should also be included in your
    revised report.

Response:

In
the Amendment No. 2 to Form 10-Q for the Fiscal Quarter Ended December 31, 2017, we will provide the whole financial statements
under Item 1. The Amendment No. 2 will include the previously revised note 2 from the Amendment No. 1 to Form 10-Q for the Fiscal
Quarter Ended December 31, 2017. We will also update certifications in the Amendment No. 2.

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/
    Zhuoyu Li

    Zhuoyu Li

    Chief Executive Officer