SEC Company Response from GIVBUX, INC. (GBUX) (CIK 0001169138) (GBUX) — Apr 25, 2008
GIVBUX, INC. (GBUX) (CIK 0001169138)
Date: April 25, 2008 · CIK: 0001169138 · Accession: 0001010549-08-000303
AI Filing Summary & Sentiment
Referenced dates: January 29, 2008, March 17, 2008
Letter
April 23, 2008 By EDGAR Transmission and by Hand Delivery ------------------------------------------ Mindy Hooker Tricia Armelin Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E., Mail Stop 4561 Washington, D.C. 20549
RE: Rub A Dub Soap, Inc. Form 10K-SB for the fiscal year ended May 31, 2007 Form 8-K Filed November 14, 2007 File No. 0-52142
Dear Ms. Hooker:
On behalf of Rub A Dub Soap, Inc. ("RUBD" or the "Company"), we are providing the following responses to comments of the Staff (the "Staff") of the Securities and Exchange Commission contained in the letter from the Staff dated March 17, 2008 ("Comment Letter") regarding the above-referenced Form 10-KSB and Form 8-K.
Set forth below are the Company's responses to the Staff's comments. To assist your review, we have retyped the text of the Staff's comments in italics below.
General -------
1. We have reviewed your response to our prior comment number two from our letter dated January 29, 2008. Please clarify for us if the acquired subsidiaries operated under common control in all financial periods presented prior to their acquisition in August 2007. If the subsidiaries did not operate under common control, please tell us why you believe it is appropriate to present their results on a combine basis.
Response:
The Company hereby confirms that its subsidiaries, Qingdao Free-Trading Zone Sentaida International Trade Co., Ltd., or FTZ Sentaida, Qingdao Sentaida Tires Co., Ltd., or Sentaida Tires, and Zhongsen Holdings Co., Ltd., or Zhongsen Holdings (the "Acquired Subsidiaries"), were operated under common control during the financial periods presented in the above-referenced Form 10-KSB and Form 8-K.
<PAGE>
Mindy Hooker Page 2 of 3 April 23, 2008
Zhongsen International Company Group Limited was incorporated under the laws of Hong Kong on July 19, 2007, and in August 2007, it acquired the Acquired Subsidiaries. Prior to the acquisitions in August 2007, the Acquired Subsidiaries all had the same key management members, including our CEO, Long Qin, and CFO, Junbao Liang. As a result, for accounting purposes, the Acquired Subsidiaries were operated under common control during the financial periods presented.
We understand and agree that:
- RUBD is responsible for the adequacy and accuracy of the disclosures in the filings.
- RUBD's comments or changes to disclosures in response to the Staff's comments do not foreclose the Commission from taking any action on the filings.
- RUBD may not assert the Staff's comments as a defense in any proceedings initiated by the Commission or any person under the United States' federal securities laws.
<PAGE>
If you would like to discuss the Form 10KSB or Form 8K or if you would like to discuss any other matters, please contact Scott Kline, Esq. of Thelen Reid Brown Raysman & Steiner LLP, our outside special securities counsel at (415) 369-7166.
Sincerely,
RUB A DUB SOAP, INC.
Show Raw Text
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RUB A DUB SOAP, INC.
No. 177, Chengyang Section
308 National Highway
Danshan Industrial Area
Qingdao, China 200109
April 23, 2008
By EDGAR Transmission and by Hand Delivery
------------------------------------------
Mindy Hooker
Tricia Armelin
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E., Mail Stop 4561
Washington, D.C. 20549
RE: Rub A Dub Soap, Inc.
Form 10K-SB for the fiscal year ended May 31, 2007
Form 8-K Filed November 14, 2007
File No. 0-52142
Dear Ms. Hooker:
On behalf of Rub A Dub Soap, Inc. ("RUBD" or the "Company"), we are
providing the following responses to comments of the Staff (the "Staff") of the
Securities and Exchange Commission contained in the letter from the Staff dated
March 17, 2008 ("Comment Letter") regarding the above-referenced Form 10-KSB and
Form 8-K.
Set forth below are the Company's responses to the Staff's comments. To
assist your review, we have retyped the text of the Staff's comments in italics
below.
General
-------
1. We have reviewed your response to our prior comment number two from our
letter dated January 29, 2008. Please clarify for us if the acquired
subsidiaries operated under common control in all financial periods
presented prior to their acquisition in August 2007. If the subsidiaries
did not operate under common control, please tell us why you believe it is
appropriate to present their results on a combine basis.
Response:
The Company hereby confirms that its subsidiaries, Qingdao Free-Trading Zone
Sentaida International Trade Co., Ltd., or FTZ Sentaida, Qingdao Sentaida Tires
Co., Ltd., or Sentaida Tires, and Zhongsen Holdings Co., Ltd., or Zhongsen
Holdings (the "Acquired Subsidiaries"), were operated under common control
during the financial periods presented in the above-referenced Form 10-KSB and
Form 8-K.
<PAGE>
Mindy Hooker
Page 2 of 3
April 23, 2008
Zhongsen International Company Group Limited was incorporated under the laws of
Hong Kong on July 19, 2007, and in August 2007, it acquired the Acquired
Subsidiaries. Prior to the acquisitions in August 2007, the Acquired
Subsidiaries all had the same key management members, including our CEO, Long
Qin, and CFO, Junbao Liang. As a result, for accounting purposes, the Acquired
Subsidiaries were operated under common control during the financial periods
presented.
We understand and agree that:
- RUBD is responsible for the adequacy and accuracy of the
disclosures in the filings.
- RUBD's comments or changes to disclosures in response to the
Staff's comments do not foreclose the Commission from taking any
action on the filings.
- RUBD may not assert the Staff's comments as a defense in any
proceedings initiated by the Commission or any person under the
United States' federal securities laws.
<PAGE>
If you would like to discuss the Form 10KSB or Form 8K or if you would
like to discuss any other matters, please contact Scott Kline, Esq. of Thelen
Reid Brown Raysman & Steiner LLP, our outside special securities counsel at
(415) 369-7166.
Sincerely,
RUB A DUB SOAP, INC.
By: /s/ Long Qin
-------------------------------------
Long Qin
President and Chief Executive Officer
CC: Scott Kline, Esq.
(415) 369-7166
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