SEC Company Response from GIVBUX, INC. (GBUX) (CIK 0001169138) (GBUX) — Feb 6, 2008
GIVBUX, INC. (GBUX) (CIK 0001169138)
Date: Feb. 6, 2008 · CIK: 0001169138 · Accession: 0001010549-08-000058
AI Filing Summary & Sentiment
Letter
Re: Rub A Dub Soap, Inc. Form 10-KSB for the fiscal year ended May 31, 2007 Form 8-K filed November 14, 2007 File No. 0-52142
RUB A DUB SOAP, INC. No. 177, Chenyang Section 308 National Highway DAnshan Industrial Area Qindao, China 266109
February 6, 2008
Securities and Exchange Commission 100 F. Street, NE Washington, D.C. 20549-7010 Attention: John Cash, Branch Chief, Division of Corporation Finance
Ladies and Gentlemen:
Your letter of January 29, 2008, provided five comments regarding the above-referenced filings. Those comments are addressed below. Please note that effective February 5, 2008, the transactions described in the Stock Purchase Agreement previously filed were consummated. A Form 8-K was filed on February 5, 2008, containing Form 10 information including financial statements of the acquired companies, and your are referred to such Form 8-K.
Form 10-KSB for the period ended May 31, 2007 ---------------------------------------------
Evaluation of Disclosure controls and Procedures, page 9
1. We note your disclosure that "Based on your evaluation... your disclosure controls and procedures were designed to ensure that material information relating to the Company is made known..." Your disclosures to not indicate if your officers determined based on their evaluation, that your disclosure controls and procedures were effective or ineffective. Please confirm to us, and revise future filings to clarify, if true, that your officers concluded that your disclosure controls and procedures are effective. See Exchange Act rule 13a-15(e). This comment is also applicable to your Form 10-Qs for the periods ended August 31, 2007 and November 30, 2007.
We confirm that our officers concluded that our disclosure controls and procedures were effective. Such conclusions will be stated in future filings.
<PAGE>
Securities and Exchange Commission February 6, 2008 Page 2
Form 8-K filed November 14, 2007 --------------------------------
Financial Statements General
2. We note that you have entered into a stock purchase agreement with Zhongsen International Company Group, Ltd. Please clarify for us why you have not included the financial statements of Zhongsen International Company Group, Ltd. but instead have included the financial statements of its subsidiaries. In addition, please clarify why the financial statements of Qingdao Free-Trading Zone Sentaida International Trade Co., Ltd., Qingdao Sentaida Tires Co., Ltd, and Zhongsen Trading Co., Ltd. have been presented on a combined basis. In this regarding, please clarify if these subsidiaries operate under common control.
Zhongsen International Company Group Limited ("Zhongsen") was formed in July 2007 and acquired the subsidiaries in August 2007 for which financial information was presented. The historical financial statements of the acquired subsidiaries are presented on a combined basis for the reason that they are now companies under common control.
3. Please tell us what consideration you gave to including the quarterly financial statements of the subsidiaries of Zhongsen International Company Group, Ltd. in accordance with Item 310 of Regulation S-B.
A Form 8-K was filed on October 29, 2007, reporting that Registrant had entered into the Stock Purchase Agreement to acquire Zhongsen. Subsequent to entering into this Agreement, the management of Zhongsen was preparing to make presentations to various financial professionals about the company and its future. Such presentations would have provided material information about Registrant that was not in the public domain, and Registrant and Zhongsen concluded that a disclosure under Regulation FD of the financial information included in the presentations was appropriate.
Combined Statements of Cash Flows, page 4 -----------------------------------------
4. Please tell us how you determine it was under SFAS 95 to include your restricted cash balances in the beginning and ending cash and cash equivalents balances.
According to paragraph 7 of SFAS 95, the total amount of cash and cash equivalents at the beginning and end of the period shown in the statement of cash flows shall be the same amounts as similarly titled line items or subtotals shown in statements of financial position as of those dates. Paragraph 8 of SFAS 95 states that cash equivalents are short-term, highly liquid investments that are readily convertible to known amount of cash and their maturity are so near that they represent insignificant risk of changes in value because of changes in interest rates. The Company included the restricted cash in cash and cash equivalents because it is cash, it need not to be converted to cash. It is cash deposit in bank specially for issuing letter of credit, note payable and transaction of foreign currency. Usually most of the term of deposits is within 90 days or less, though some
<PAGE> Securities and Exchange Commission February 6, 2008 Page 3
are within six months. Therefore, the Company believes it was appropriate to include restricted cash balances in the beginning and ending cash and cash equivalent balances.
However, due to the cash that is restricted, the change of the restricted cash should be shown in the cash flows from investing activities on the cash flow statement instead of being combined with the other cash balances.
The Company will make restatement for the 2006's statement of cash flows.
Note 2. Summary of significant accounting policies Revenue Recognition ----------------------------------------------------------------------
5. With a view towards future disclosure, please provide us with a more specific and comprehensive discussion of how you have considered SAB 104. In this regard, please also clarify if you recognize revenue upon shipment of your products.
The Company's consideration for revenue recognition: SAB 104 has four criteria that the public has to follow: (1) Persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the seller's price to the buyer is fixed or determinable; (4) collectibility is reasonably assured. The Company recognizes revenue when title and risk of loss passes to the customer and the above criteria have been met. Besides the above criteria, for FTZ Sentaida and Zhongsen trading, they are recognize revenue upon shipment of products.
Finally, Registrant acknowledges to the Staff that:
o The company is responsible for the adequacy and accuracy of the disclosure is their filings;
o 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
o The company 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.
<PAGE>
Securities and Exchange Commission February 6, 2008 Page 4
If you require further information about this letter or the Form 8-K filing made February 5, 2008, please contact Iris Cui at 86-532-8779-8766, FAX: 86-532-8779-8950.
Very truly yours,
RUB A DUB SOAP, INC.
Show Raw Text
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<TEXT>
RUB A DUB SOAP, INC.
No. 177, Chenyang Section
308 National Highway
DAnshan Industrial Area
Qindao, China 266109
February 6, 2008
Securities and Exchange Commission
100 F. Street, NE
Washington, D.C. 20549-7010
Attention: John Cash, Branch Chief,
Division of Corporation Finance
Re: Rub A Dub Soap, Inc.
Form 10-KSB for the fiscal year ended May 31, 2007
Form 8-K filed November 14, 2007
File No. 0-52142
Ladies and Gentlemen:
Your letter of January 29, 2008, provided five comments regarding the
above-referenced filings. Those comments are addressed below. Please note that
effective February 5, 2008, the transactions described in the Stock Purchase
Agreement previously filed were consummated. A Form 8-K was filed on February 5,
2008, containing Form 10 information including financial statements of the
acquired companies, and your are referred to such Form 8-K.
Form 10-KSB for the period ended May 31, 2007
---------------------------------------------
Evaluation of Disclosure controls and Procedures, page 9
1. We note your disclosure that "Based on your evaluation... your disclosure
controls and procedures were designed to ensure that material information
relating to the Company is made known..." Your disclosures to not indicate
if your officers determined based on their evaluation, that your disclosure
controls and procedures were effective or ineffective. Please confirm to
us, and revise future filings to clarify, if true, that your officers
concluded that your disclosure controls and procedures are effective. See
Exchange Act rule 13a-15(e). This comment is also applicable to your Form
10-Qs for the periods ended August 31, 2007 and November 30, 2007.
We confirm that our officers concluded that our disclosure controls and
procedures were effective. Such conclusions will be stated in future
filings.
<PAGE>
Securities and Exchange Commission
February 6, 2008
Page 2
Form 8-K filed November 14, 2007
--------------------------------
Financial Statements
General
2. We note that you have entered into a stock purchase agreement with Zhongsen
International Company Group, Ltd. Please clarify for us why you have not
included the financial statements of Zhongsen International Company Group,
Ltd. but instead have included the financial statements of its
subsidiaries. In addition, please clarify why the financial statements of
Qingdao Free-Trading Zone Sentaida International Trade Co., Ltd., Qingdao
Sentaida Tires Co., Ltd, and Zhongsen Trading Co., Ltd. have been presented
on a combined basis. In this regarding, please clarify if these
subsidiaries operate under common control.
Zhongsen International Company Group Limited ("Zhongsen") was formed in
July 2007 and acquired the subsidiaries in August 2007 for which financial
information was presented. The historical financial statements of the
acquired subsidiaries are presented on a combined basis for the reason that
they are now companies under common control.
3. Please tell us what consideration you gave to including the quarterly
financial statements of the subsidiaries of Zhongsen International Company
Group, Ltd. in accordance with Item 310 of Regulation S-B.
A Form 8-K was filed on October 29, 2007, reporting that Registrant had
entered into the Stock Purchase Agreement to acquire Zhongsen. Subsequent
to entering into this Agreement, the management of Zhongsen was preparing
to make presentations to various financial professionals about the company
and its future. Such presentations would have provided material information
about Registrant that was not in the public domain, and Registrant and
Zhongsen concluded that a disclosure under Regulation FD of the financial
information included in the presentations was appropriate.
Combined Statements of Cash Flows, page 4
-----------------------------------------
4. Please tell us how you determine it was under SFAS 95 to include your
restricted cash balances in the beginning and ending cash and cash
equivalents balances.
According to paragraph 7 of SFAS 95, the total amount of cash and cash
equivalents at the beginning and end of the period shown in the statement
of cash flows shall be the same amounts as similarly titled line items or
subtotals shown in statements of financial position as of those dates.
Paragraph 8 of SFAS 95 states that cash equivalents are short-term, highly
liquid investments that are readily convertible to known amount of cash and
their maturity are so near that they represent insignificant risk of
changes in value because of changes in interest rates. The Company included
the restricted cash in cash and cash equivalents because it is cash, it
need not to be converted to cash. It is cash deposit in bank specially for
issuing letter of credit, note payable and transaction of foreign currency.
Usually most of the term of deposits is within 90 days or less, though some
<PAGE>
Securities and Exchange Commission
February 6, 2008
Page 3
are within six months. Therefore, the Company believes it was appropriate
to include restricted cash balances in the beginning and ending cash and
cash equivalent balances.
However, due to the cash that is restricted, the change of the restricted
cash should be shown in the cash flows from investing activities on the
cash flow statement instead of being combined with the other cash balances.
The Company will make restatement for the 2006's statement of cash flows.
Note 2. Summary of significant accounting policies Revenue Recognition
----------------------------------------------------------------------
5. With a view towards future disclosure, please provide us with a more
specific and comprehensive discussion of how you have considered SAB 104.
In this regard, please also clarify if you recognize revenue upon shipment
of your products.
The Company's consideration for revenue recognition: SAB 104 has four
criteria that the public has to follow: (1) Persuasive evidence of an
arrangement exists; (2) delivery has occurred or services have been
rendered; (3) the seller's price to the buyer is fixed or determinable; (4)
collectibility is reasonably assured. The Company recognizes revenue when
title and risk of loss passes to the customer and the above criteria have
been met. Besides the above criteria, for FTZ Sentaida and Zhongsen
trading, they are recognize revenue upon shipment of products.
Finally, Registrant acknowledges to the Staff that:
o The company is responsible for the adequacy and accuracy of the
disclosure is their filings;
o 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
o The company 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.
<PAGE>
Securities and Exchange Commission
February 6, 2008
Page 4
If you require further information about this letter or the Form 8-K filing
made February 5, 2008, please contact Iris Cui at 86-532-8779-8766, FAX:
86-532-8779-8950.
Very truly yours,
RUB A DUB SOAP, INC.
By: /s/ Qin Long
----------------------------------
Qin Long, Chief Executive Officer
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