RUB A DUB SOAP, INC.
No. 177, Chengyang Section
308 National Highway
Danshan Industrial Area
Qingdao, China 200109
June 2, 2008
By EDGAR Transmission and by Hand Delivery
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John Cash
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 8-K filed November 14, 2007
File No. 0-52142
Dear Mr. Cash:
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
May 15, 2008 ("Comment Letter") regarding the above-referenced Form 8-K (the
"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
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1. We note your response to our prior comment one from our letter dated March
17, 2008 and your related disclosure on page 17 of your Form 10-Q for the
period ended March 31, 2008 that the acquired subsidiaries operate under
common control because they all have the same key management members.
Please confirm for us, if true, that the voting ownership meets the
criteria for common control in all financial periods presented prior to the
August 2007 acquisitions. Reference paragraph 3 of EITF 02-5.
Response:
The Company hereby confirms that the voting ownership of the acquired
subsidiaries meets the criteria for common control in all financial periods
presented prior to the August 2007 acquisitions for the following reasons:
John Cash
Page 2 of 2
May 30, 2008
Pursuant to paragraph 3 of EITF No. 02-5, common control exists among
separate entities if immediate family members hold more than 50% of the voting
ownership interest of each entity. Immediate family members include a married
couple. As explained below, prior to the August 2007 acquisitions, our CEO, Mr.
Long Qin, together with his wife, Ms. Xiuqin Li owned more than 50% of the
voting ownership interest of each acquired subsidiary.
The acquired subsidiaries include Qingdao Free-Trading Zone Sentaida
International Trade Co., Ltd., ("FTZ Sentaida"), Qingdao Sentaida Tires Co.,
Ltd. ("Sentaida Tires"), and Zhongsen Holdings Co., Ltd. ("Zhongsen Holdings").
Prior to the acquisitions of these subsidiaries by Zhongsen International
Company Group Limited in 2007, Mr. Qin owned 100% equity interest in Zhongsen
Holdings. Sentaida Group Ltd., in which Mr. Qin owned 76% interest, held 51%
equity interest in both FTZ Sentaida and Sentaida Tires. Thus, Mr. Qin
indirectly owned 38.76% (76% x 51%) equity interest in both FTZ Sentaida and
Sentaida Tires. Mr. Qin's wife, Ms. Li owned 37.24% equity interest in both FTZ
Sentaida and Sentaida Tires. As a result, Mr. Qin together with his wife owned
100%, 76% (38.76% + 37.24%), and 76% (38.76% + 37.24%) equity interest in
Zhongsen Holdings, FTZ Sentaida, and Sentaida Tires, respectively.
Therefore, prior to the August 2007 acquisitions, all the acquired
subsidiaries operated under common control pursuant to paragraph 3 of EITF No.
02-5.
If you would like to discuss the Form 8-K 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
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Long Qin
President and Chief Executive Officer
CC: Scott Kline, Esq.
(415) 369-7166