UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                 For the quarterly period ended August 31, 2004


[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


          For the transition period from _____________ to _____________


                        Commission file number 000-032103


                              Rub A Dub Soap, Inc.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


         Colorado                                      84-1609495
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or  organization)


                13279 West Ohio Avenue, Lakewood, Colorado 80228
                ------------------------------------------------
                    (Address of principal executive offices)


                                 (303) 949-5834
                           ---------------------------
                           (Issuer's telephone number)


               ---------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS


Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ]   No [X]


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,702,800 shares of common stock,
$0.001 par value per share, outstanding as of August 31, 2004.

Transitional Small Business Disclosure Format (Check one):  Yes [ ]   No  [X]




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<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.








                              Rub A Dub Soap, Inc.

                              FINANCIAL STATEMENTS

                                 August 31, 2004






                                    CONTENTS




                                                                         Page


BALANCE SHEET                                                               1

STATEMENTS OF OPERATIONS                                                    2

STATEMENTS OF CASH FLOWS                                                    3

NOTES TO FINANCIAL STATEMENTS                                               4








<PAGE>




                              Rub A Dub Soap, Inc.
                                 BALANCE SHEET
                                August 31, 2004




  ASSETS

CURRENT ASSETS
Cash and cash equivalents                                             $  10,873
Inventory                                                                 3,265
                                                                      ---------

Total current assets                                                     14,138
                                                                      ---------

EQUIPMENT - AT COST
Furniture and equipment                                                  11,834
Less accumulated depreciation                                            (6,849)
                                                                      ---------

                                                                          4,985

TOTAL ASSETS                                                          $  19,123
                                                                      =========

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                      $   2,470
Sales tax payable                                                             4
                                                                      ---------

Total current liabilities                                                 2,474
                                                                      ---------

STOCKHOLDERS' EQUITY
Preferred stock, .01 par value; 10,000,000 shares
authorized; no shares issued and outstanding                                 --
Common stock, .001 par value; 100,000,000 shares
authorized; 3,702,800 shares issued and outstanding                       3,703
Additional paid-in capital                                              145,897
Accumulated deficit                                                    (132,951)
                                                                      ---------

                                                                         16,649

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  19,123
                                                                      =========



    The accompanying notes are an integral part of the financial statements.

                                       1

<PAGE>
<TABLE>
<CAPTION>
                              Rub A Dub Soap, Inc.
                            STATEMENTS OF STATEMENTS




                                                        For the three months ended
                                                   ------------------------------------
                                                   August 31, 2004      August 31, 2003
                                                   ---------------      ---------------
<S>                                                <C>                  <C>
Revenues                                           $           207      $          187

Cost of sales                                                  102                 103
                                                   ---------------      --------------

Gross profit                                                   105                  84

General and administrative expenses                          5,949               3,999
                                                   ---------------      --------------

Loss from operations                                        (5,844)             (3,915)
                                                   ---------------      --------------

NET LOSS                                           $        (5,844)     $       (3,915)
                                                   ===============      ==============

NET LOSS PER SHARE
Basic                                              $        (0.002)     $       (0.001)
                                                   ===============      ==============

WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON
STOCK AND COMMON STOCK
EQUIVALENTS OUTSTANDING                                  3,702,800           3,583,000
                                                   ===============      ==============
</TABLE>




    The accompanying notes are an integral part of the financial statements.

                                       2

<PAGE>
<TABLE>
<CAPTION>

                             Rub A Dub Soap, Inc.
                            STATEMENTS OF CASH FLOWS




                                                               For the three months ended
                                                          -----------------------------------
                                                          August 31, 2004     August 31, 2003
                                                          ---------------     ---------------
<S>                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                  $        (5,844)    $       (3,915)
Adjustments to reconcile net loss to net cash
 flows from operating activities:
   Depreciation                                                       628                680
   Decrease (increase) in inventory                                   (63)                82
   Increase in accounts payable                                     1,959              2,847
                                                          ---------------     --------------

     Net cash flows from operating activities                      (3,320)              (306)

CASH FLOWS FROM INVESTING ACTIVITIES                                   --                 --

CASH FLOWS FROM FINANCING ACTIVITIES                                   --                 --
                                                          ---------------     --------------

NET DECREASE IN CASH
AND CASH EQUIVALENTS                                               (3,320)              (306)

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                                                14,193                819
                                                          ---------------     --------------

CASH AND CASH EQUIVALENTS,
END OF PERIOD                                             $        10,873     $          513
                                                          ===============     ==============

</TABLE>



    The accompanying notes are an integral part of the financial statements.


                                       3

<PAGE>


                              Rub A Dub Soap, Inc.
                          Notes to Financial Statements
                                 August 31, 2004



1.   Management's Representation of Interim Financial Information
     ------------------------------------------------------------
     The accompanying financial statements have been prepared by Rub A Dub Soap,
     Inc. without audit pursuant to the rules and regulations of the Securities
     and Exchange Commission. Certain information and footnote disclosures
     normally included in financial statements prepared in accordance with
     generally accepted accounting principles have been condensed or omitted as
     allowed by such rules and regulations, and management believes that the
     disclosures are adequate to make the information presented not misleading.
     These financial statements include all of the adjustments, which, in the
     opinion of management, are necessary to a fair presentation of financial
     position and results of operations. All such adjustments are of a normal
     and recurring nature. These financial statements should be read in
     conjunction with the audited financial statements at May 31, 2004.

2.   Development Stage Company
     -------------------------
     Until May 31, 2004, the Company had been in the development stage.











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<PAGE>



Item 2.  Management's Discussion and Analysis or Plan of Operation.

Liquidity and Capital Resources

     We raised $29,950 from a small public placement of 119,800 shares of common
stock to a total of 31 persons conducted during the period from October 16,
2003, through December 20, 2003, pursuant to a registration statement on Form
SB-1 filed under the Securities Act of 1933. We raised $42,600 from a small
private placement of 213,000 shares of common stock to a total of 20 persons
conducted during the period from January 16 through February 16, 2002. During
the period from our inception on September 28, 2001, through December 10, 2001,
we issued 3,370,000 shares of stock for $2,770 in cash and services valued at
$74,280. At August 31, 2004, we had total liquid capital resources (cash and
cash equivalents) of $10,873.

     We expect to raise funds from equity and/or debt financing over the course
of the next 12 months in order to expand operations and pay for general and
administrative expenses. If our fund raising efforts are unsuccessful, the
capital resources currently available may not be sufficient to maintain
operations for the coming year. We are currently exploring all available
financing alternatives, including but not limited to private and public
securities offerings. There are no arrangements or commitments with respect to
funding and we may not be able to obtain additional funding on acceptable terms,
if at all. Even if we succeed in obtaining significant additional capital, this
will not ensure that our operations will be profitable. Furthermore, the full
implementation of our business plan over the long-term is dependent upon our
ability to raise a sizable amount of additional capital from equity and/or debt
financing and/or achieve profitable operations.

Results of Operations

     We have incurred a net loss of $(132,951) for the period from inception
(September 28, 2001) through August 31, 2004. Of this loss, the sum of $71,230
represents compensation expense that was recorded for financial statement
purposes in connection with our issuance of 370,000 shares of our common stock
to three persons for $2,770 in cash at the rate of $.007 per share. This amount
was calculated based upon the difference between the then most recent price of
$.20 per share that we charged for the sale of shares of our common stock and
the actual price of $.007 that these three individuals paid for the acquisition
of the shares.

     The causes underlying our operating losses include, primarily, the
following:

     |X|  Insufficient capital available for the purchase of soap ingredients,
          packaging materials and soap making equipment, marketing and sales,
          general and administrative expenses, new product development and
          enhancement of our web site;

     |X|  Limited sales and marketing activities;

     |X|  Limited prior experience as an online retailer;

     |X|  Insufficient customer traffic to our web site;

     |X|  An inadequate volume of online purchases;




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<PAGE>


     |X|  An insufficient number of strategic relationships needed to help
          promote our web site;

     |X|  An insufficient number of personnel; and

     |X|  Only one product line and a limited number of products available for
          sale.

We are currently taking steps to increase our inventory of soaps and gift
baskets. We plan to conduct a public or private stock offering to raise
additional capital for all of the activities listed immediately above. We are
striving to improve our skills as an online retailer and establish strategic
relationships with other natural product and related web sites and portals that
can drive customer traffic to our web site.

     We have only conducted operations as an online retailer of handmade,
natural, vegetable-based soaps and gift baskets since January 2001. We
successfully completed a test marketing trial in four of eleven Hallmark card
stores located in the Denver, Colorado, area and Phoenix, Arizona, in late
September 2002. Stacy's Hallmark, owner of the stores, advised us that, if we
improved our packaging, it would conduct a full marketing campaign and promotion
of our handmade, natural, vegetable-based soaps and gift baskets in all eleven
stores. We modified our packaging to satisfy Stacy's Hallmark and received
another small order for soaps and gift baskets from Stacy's Hallmark in December
2002. However, we have since ceased efforts to market our products through the
Stacy's Hallmark card stores because we need additional funding in order to
provide the marketing support materials that Stacy's Hallmark requires. Subject
to available financing, we have plans to commence attending trade shows.
Although we intend to generate direct product sales from individually-hosted
parties, no such parties have been held as of May 31, 2004. Accordingly, we
believe that we have been operational for a length of time inadequate for us to
discern any significant trends in our historical operating results. However, we
have observed that the gift basket portion of our business is seasonal in that
sales increase on holidays and, in particular, Mother's Day. The seasonality of
our business is expected to diminish as online sales increase and we continue to
increase our marketing and expand, enhance and improve our web site. Also, we
experienced increasing sales until May 2002, when sales decreased, in our
opinion, coincident with the general downturn in the economy. We believe,
although we cannot be certain, that increasing consumer interest in natural
products of all types, including the handmade, natural, herbal soaps that we
produce, will enable us to increase our annual sales in the future. While we
believe that this phenomenon will favorably impact the results of our operations
in the next twelve months, we are unable to quantify the probable extent of this
expected impact.

     During the quarter ended August 31, 2004, we generated revenues of $207 and
a net loss of $(5,844). We realized revenues of $187 and a net loss of $(3,915)
during the quarter ended August 31, 2003. Net loss per share for the quarter
ended August 31, 2004, was $(0.002) as compared to a net loss per share for the
quarter ended August 31, 2003, of $(0.001).


                                       6
<PAGE>


     In the next twelve months, we intend to increase our costs and expenses
substantially as we purchase soap ingredients, packaging materials and soap
making and office equipment; increase our sales and marketing activities via
participation in test marketing trials and other activities calculated to
generate sales contracts with wholesalers; attend trade shows; seek to generate
direct sales from individually-hosted parties; increase our general and
administrative functions to support our growing operations; develop new products
such as soap molds and soap making equipment; and further develop our internet
web site. The additional revenue that we expect to generate from online
operations may not be sufficient to offset these costs and expenses and enable
us to operate profitably. Further, our efforts to grow our business may be more
expensive than we currently anticipate or these efforts may not result in
proportional increases in our revenues. Accordingly, the benefit to us from the
anticipated increase in our sales may be negated by the expected significant
increases in our costs and expenses. As a result, we believe that we may incur
an operating and net loss for at least the next year, and possibly longer, and
that the rate at which we incur these losses may increase.

     The recipes for the handmade, natural, vegetable-based soaps we produce
were developed by Ms. Lisa R. Powell, the President/Secretary/Treasurer, a
director and the controlling stockholder of Rub A Dub Soap, and, accordingly,
are unique. Further, we know of no online retailers of natural products whose
sole product is soap. As a result, there are no standard industry gross margin
figures available.

Item 3.    Controls and Procedures.

     Our President (the "Certifying Officer") is responsible for establishing
and maintaining disclosure controls and procedures for Rub A Dub Soap. She has
concluded, based upon her evaluation of these controls and procedures as of the
end of the quarter ended August 31, 2004, covered by this report, that our
disclosure controls and procedures are effective to ensure that information
required to be disclosed by us in this report is accumulated and communicated to
our management, including the Certifying Officer as appropriate, to allow timely
decisions regarding required disclosure. The Certifying Officer also has
indicated that there were no significant changes in our internal controls or
other factors that could significantly affect such controls subsequent to the
date of their evaluation, and there were no corrective actions with regard to
significant deficiencies or material weakness. We are presently unable to
provide segregation of duties within Rub A Dub Soap as a means of internal
control. As a result, the Certifying Officer is presently relying on assistance
from our Board of Directors to provide short-term review procedures until such
time as additional funding is provided to hire additional executives to
segregate duties within the company.


                          PART II -- OTHER INFORMATION

Item 1.  Legal Proceedings.

     As of the date of this report, we know of no legal proceedings to which we
are a party or to which any of our property is the subject, which are pending,
threatened or contemplated or any unsatisfied judgments against us.

Item 2. Changes in Securities.

     (a) No instruments defining the rights of stockholders of Rub A Dub Soap's
common stock have been modified.

     (b) No rights evidenced by Rub A Dub Soap's common stock have been limited
or qualified by the issuance or modification of any other class of securities.



                                       7
<PAGE>


     (c) No equity securities were sold by Rub A Dub Soap during the quarter
ended August 31, 2004, covered by this report that were not registered under the
Securities Act of 1933.

     (d) Under Rule 463, d. 3., of the Securities Act of 1933, we are not
required to report any information pursuant to this item.

     (e) There were no repurchases of common stock made by or on behalf of Rub A
Dub Soap or any "affiliated purchaser," as defined in Rule 10b-18(a)(3), during
the quarter ended August 31, 2004, covered by this report.

Item 3. Defaults Upon Senior Securities.

     There has been no default in the payment of principal with respect to Rub A
Dub Soap's indebtedness as of the date of this report, which consists of
non-interest-bearing, demand promissory notes in the principal amounts of $5,000
and $1,000 payable to Rub A Dub Soap's legal counsel.

Item 4. Submission of Matters to a Vote of Security Holders.

     During the quarter covered by this report, no matters requiring a vote were
submitted to security holders by means of the solicitation of proxies or
otherwise.

Item 5. Other Information.

     There is no information to be reported under this item with respect to
which information is not otherwise called for by this form.

Item 6.  Exhibits and Reports on Form 8-K.

     (a) The exhibits required by Item 601 of Regulation S-B, as described in
the following index of exhibits, are incorporated by reference in, or filed
with, this report, as follows:

   Item
  Number                       Description
--------  ----------------------------------------------------------------------
   3.1    Articles of Incorporation of Rub A Dub Soap, Inc., filed September 28,
          2001. (Incorporated in this report by reference to Exhibit 2.1 to the
          Registration Statement on Form SB-1, File No. 333-98315, filed on
          August 18, 2002.)

   3.2    Bylaws of Rub A Dub Soap, Inc. (Incorporated in this report by
          reference to Exhibit 2.2 to the Registration Statement on Form SB-1,
          File No. 333-98315, filed on August 18, 2002.)

   3.3    Amended Bylaws of Rub A Dub Soap, Inc. (Incorporated in this report by
          reference to Exhibit 2.3 to the Amendment Number 1 to the Registration
          Statement on Form SB-1/A, File No. 333-98315, filed on October 11,
          2002.)


                                       8
<PAGE>


   4.1    Form of stock certificate. (Incorporated in this report by reference
          to Exhibit 4.1 to the Annual Report on Form 10-KSB, File No.
          333-98315, filed on September 14, 2004.)

   4.2    Form of Subscription Agreement. (Incorporated in this report by
          reference to Exhibit 4 to the Registration Statement on Form SB-1,
          File No. 333-98315, filed on August 18, 2002.)

   4.3    Form of Subscription Agreement and Investment Letter. (Incorporated in
          this report by reference to Exhibit 4.3 to the Annual Report on Form
          10-KSB, File No. 333-98315, filed on September 14, 2004.)

   10.0   Promissory Note payable by Rub A Dub Soap, Inc., to Patricia Cudd,
          Esq. (Incorporated in this report by reference to Exhibit 10.0 to the
          Annual Report on Form 10-KSB, File No. 333-98315, filed on September
          14, 2004.)

   10.1*  Promissory Note payable by Rub A Dub Soap, Inc., to Patricia Cudd,
          Esq.

   14.0   Code of Ethics. (Incorporated in this report by reference to Exhibit
          14.0 to the Annual Report on Form 10-KSB, File No. 333-98315, filed on
          September 14, 2004.)

   21.0   Subsidiaries of Rub A Dub Soap, Inc. (Incorporated in this report by
          reference to Exhibit 21.0 to the Annual Report on Form 10-KSB, File
          No. 333-98315, filed on September 14, 2004.)

   31.0*  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002.

   32.0*  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002.

------------------
    *Filed herewith.

     (b) Reports on Form 8-K.

     No reports on Form 8-K were filed during the quarter ended August 31, 2004,
covered by this report.



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<PAGE>


                                   SIGNATURES

     The financial information furnished in this report has not been audited by
an independent accountant; however, in the opinion of management, all
adjustments (only consisting of normal recurring accruals) necessary for a fair
presentation of the results of operations for the quarter ended August 31, 2004,
have been included.

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                     RUB A DUB SOAP, INC.



Date:  October 20, 2004                           By: /s/ Lisa R. Powell
                                                      -------------------------
                                                      Lisa R. Powell, President








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