WILLIAMS LAW GROUP, P.A.
2503 W. Gardner Ct.
Tampa FL 33611
Phone: 813-831-9348
Fax: 813-832-5284
e-mail: wmslaw@tampabay.rr.com
May 2, 2011
Tonya Bryan
United States Securities and Exchange Commission
Division of Corporation Finance
100 F. St., N.E.
Washington, D.C. 20549-7010
| Re: | Yaboo, Inc. |
| Registration Statement on Form S-1 | |
| Amendment No. 6. | |
| File No. 333-164999 |
Dear Ms. Bryan:
We have filed on EDGAR the above Amendment No. 6 and the related response table which is attached to this letter.
Thank you for your consideration.
| Sincerely, | |
| /s/ MICHAEL T. WILLIAMS, ESQ. | |
| Michael T. Williams, Esq. |
Comment Number | Explanation |
1 . | We have filed supplementally, as requested by the staff in our follow-up telephone conversation of April 29, 2011, the Chinese legal opinion in Chinese with English translation. |
2 . | We have filed the English translation of both pages of Exhibit 3.3 which appeared in the original filing. |
In addition, as also requested by the staff in our follow-up telephone conversation of April 29, 2011, we have filed an updated legal opinion.
Jiangsu Junyi Law Firm
(2011) No. 20 Doc.
Legal Opinion
To Board of Directors:
Yaboo, Inc.
Chicago, IL
USA
Jiangsu Junyi Law Firm was requested by Yaboo Agriculture (Taizhou) Co. Ltd to offer a legal opinion whether Yaboo, Inc.’s legal corporate structure and its registration and activities in China is sufficient to satisfy applicable PRC requirements for foreign-owned public companies. Jiangsu Junyi Law Firm accordingly conducted due diligence and investigation on April 28, 2011, and obtained the official registration documents of Yaboo Agriculture (Taizhou) Co., Ltd. and Qilin Bay Restaurant Co., Ltd. from Taizhou Industry and Commerce Administration Bureau, Taizhou City, Jiangsu Province, China. The official documents indicated as follows:
Yaboo Agriculture (Taizhou) Co., Ltd. was officially registered and approved as 100% foreign owned enterprise under the PRC wholly foreign owned enterprise laws on April 17, 2009. The official business license was issued by Taizhou Industry & Commerce Administration Bureau, registration number is 321200400012595, legal registered agent is Baoguo Jiang, business location is at Taizhou Hailing Modern Agriculture Demonstration Zone. Yaboo Agriculture (Taizhou) Co., Ltd. passed the annual government’s inspection by Jiangsu Taizhou Industry and Commerce Administration Bureau on August 11, 2010. Yaboo Agricuture (Taizhou) Co., Ltd’s business credit grade is “A”, i.e. the highest score in China.
Taizhou Qilin Bay Restaurant Co. Ltd. was incorporated on July 16, 2008 by Sunny Agriculture Development Co., Ltd., and 100% owned by Sunny Agriculture Development Co., Ltd. On September 22, 2009, Yaboo Agricuture (Taizhou) Co., Ltd. acquired 100% ownership of Taizhou Qilin Restaurant. The acquisition was closed on October 2009 and approved by Jiangsu Taizhou Industry and Commerce Administration Bureau. Taizhou QIlin Bay Restaurant Co., Ltd’s registration number is 321200000014865, legal registered agent is Baoguo Jiang, the business location is at Taizhou West QIlin Village. Business scope is for restaurant business. Taizhou Qilin Bay Restaurant Co., Ltd. passed the governmental annual inspection by Jiangsu Taizhou Industry and Commerce Administration Bureau on August 13, 2010. Taizhou Qilin Bay Retsuarant Co., Ltd’s business credit grade is “A”, i.e. the highest score in China.
According to our investigation and the above facts, we certify that Yaboo, Inc.’s corporate structure in China, i.e., its wholly owned foreign enterprise, Yaboo Agriculture (Taizhou) Co., Ltd., and its 100% owned Taizhou Qilin Bay Restaurant Co., Ltd., as well as all the business activities, registrations, and acquisitions for Yaboo Agriculture (Taizhou) Co., and Taizhou Qilin Bay Restaurant Co., Ltd. are true and legal, and fully complied with all laws of People’s Republic of China and are sufficient to satisfy applicable PRC requirements for foreign-owned public companies..
Sealed by:
Jiangsu Junyi Law Firm
April 29, 2011
