UNITED STATES				SECURITIES AND EXCHANGE COMMISSION				Washington, D.C. 20549				Form 10-QSB

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934				          For the quarterly period ended August 31, 2005

Commission file number 000-032103Rub 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)

     Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [   ]

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [X] No [   ]

     As of August 31, 2005, registrant had outstanding 3,702,800 shares of the registrant's common stock, and the aggregate market value of such shares held by non-affiliates of the registrant (based upon the closing bid price of such shares as listed on the Over-the-Counter Bulletin Board on October 13, 2005) was approximately $295,000.			Transitional Small Business Disclosure Format (Check one):     Yes [   ]   No  [X]

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PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Rub A Dub Soap, Inc.				FINANCIAL STATEMENTS				August 31, 2005

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|-------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------|------------------------------------------|
| **INDEX**                                                                                                                                                   |
|                                                                                                                                                             |                                                                                                                         |                                          |
|                                                                                                                                                             |                                                                                                                         |    Page    |
|  **FINANCIAL INFORMATION**                                                                                                                             |                                                                                                                         |                                          |
|                                                                                                                                                             |                                                                                                                         |                                          |
|                                                                                                                                                             | Item 1.  Financial Statements (Unaudited)                                                                          |                                          |
|                                                                                                                                                             |                                                                                                                         |                                          |
|                                                                                                                                                             | Condensed Balance Sheet at August 31, 2005........................................................                      | 3                                        |
|                                                                                                                                                             | Condensed Statements of Operations, for the three                                                                  |                                          |
|                                                                                                                                                             |    months ended August 31, 2005 and 2004 ...........................................................          | 4                                        |
|                                                                                                                                                             | Condensed Statements of Cash Flows for the three months ended                                                      |                                          |
|                                                                                                                                                             |    August 31, 2005 and 2004 ................................................................................. | 5                                        |
|                                                                                                                                                             | Notes to the Condensed Financial Statements..........................................................                   | 6                                        |
|                                                                                                                                                             |                                                                                                                         |                                          |
|                                                                                                                                                             | Item 2.  Management's Discussion and Analysis or Plan of Operation.......................                          | 8                                        |
|                                                                                                                                                             |                                                                                                                         |                                          |
|                                                                                                                                                             | Item 3.  Controls and Procedures............................................................................       | 12                                       |
|                                                                                                                                                             |                                                                                                                         |                                          |
| Signatures............................................................................................................................................ | 14                                                                                                                      |
|                                                                                                                                                             |                                                                                                                         |                                          |

2

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**RUB A DUB SOAP, INC.     					Condensed Balance Sheet     					(Unaudited)     **

| **August 31, 2005**                             |
|-------------------------------------------------|
|                                                 |  |  |  |  |  |  |  |  |  |  |
| **Assets**                                      |
| Current assets:                                 |  |  |  |
|                                                 | Cash | $ | 8,419   |
|                                                 | Inventory (Note 3) |  |  |  | 3,670   |
|                                                 |  |  |  |  |  |  |  |  |  |
|                                                 |  |  |  |  |  | Total current assets |  |  | 12,089   |
|                                                 |  |  |  |  |  |  |  |  |  |
|                                                 | Furniture and equipment | 11,834   |
|                                                 | Less accumulated depreciation |  | (8,930) |
|                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                 |  |  |  |  |  | Total assets | $ | 14,993   |
|                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                 |  |  |  |  |  |  |  |  |  |  |
| **Liabilities and Shareholders’ Deficit** |
| Current liabilities:                            |  |  |  |
|                                                 | Accounts payable and accrued expenses | $ | 11,959   |
|                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                 |  |  |  |  |  | Total current liabilities |   | 11,959   |
|                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                 | Notes payable (Note 5) |  | 6,000   |
|                                                 | Notes payable to related parties (Note 6) |   | 43,316   |
|                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                 |  |  |  |  |  | Total liabilities |  | 61,275   |
|                                                 |  |  |  |  |  |  |  |  |  |  |
| Shareholders’ deficit:                    |  |  |  |
|                                                 | Common stock |  | 3,703   |
|                                                 | Additional paid-in capital |  | 145,897   |
|                                                 | Accumulated deficit |  | (195,882) |
|                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                 |  |  |  |  |  | Total shareholders’ deficit. |  | (46,282) |
|                                                 |  |  |  |  |  |  |  |  |  |  |
|                                                 |  |  |  |  |  | Total liabilities and shareholders’ deficit | $ | 14,993   |
|                                                 |  |  |  |  |  |  |  |  |  |  |

See accompanying notes to condensed financial statements				3

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**RUB A DUB SOAP, INC.					Condensed Statements of Operations					(Unaudited)**

|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
|--------------------------------------------|-------------------------------------|--------------------------------|------------|--------------------------------|------------|----------------------|---|----------|----------------------------------------------------------------------------------------------------------------------------------------|---------|----------------------------------------------------------------------|
|                                            |                                     |                                |            |                                |            |                      |   |          | **Three Months Ended**                                                                                                                 |
|                                            |                                     |                                |            |                                |            |                      |   |          | **          August 31,          ** |
|                                            |                                     |                                |            |                                |            |                      |   |          | **     2005     **                                                                   |         | **     2004     ** |
| Revenue:                                   |                                     |                                |            |                                |            |
|                                            | Sales                               | $                              | 183   | $                              | 207   |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |
| Costs and expenses:                        |                                     |                                |            |                                |
|                                            | Cost of sales                       | 81                        |            | 102                       |
|                                            | General and administrative expenses | 36,152                    |            | 5,949                     |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |
|                                            | Total costs and expenses            | 36,233                    |            | 6,051                     |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
|                                            |                                     |                                |            |                                |            | Loss from operations |   | (36,050) |                                                                                                                                        | (5,844) |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
| Provision for income taxes (Note 4)        |                                     | —     |            | —     |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
|                                            |                                     |                                |            |                                |            | Net loss             | $ | (36,050) | $                                                                                                                                      | (5,844) |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
| Basic and diluted loss per share           | $                                   | (0.01)                         | $          | (0.00)                         |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |
| Weighted average common shares outstanding |                                     | 3,702,800                 |            | 3,583,000                 |
|                                            |                                     |                                |            |                                |            |                      |   |          |                                                                                                                                        |         |                                                                      |

See accompanying notes to condensed financial statements				4

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**RUB A DUB SOAP, INC.					Condensed Statements of Cash Flows					(Unaudited)**

|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
|---------------------------------------------------|---------------------------------------|-------------------------------------------|---|--------------------------------|---|--------------------------------|--|----------------------------------------------------------------------------|------------------------|----------------------------------------------------------------------|--------|
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            | **Three Months Ended** |
|                                                   |                                       |                                           |   |                                |   |                                |  | **     August 31,     ** |
|                                                   |                                       |                                           |   |                                |   |                                |  | **     2005     **       |                        | **     2004     ** |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
| Net cash used in operating activities             | $                                     | (26,438)                                  | $ | (3,320)                        |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
|                                                   | Cash flows from financing activities: |                                           |   |                                |   |
|                                                   |                                       | Proceeds from related party notes payable |   | 34,816                    |   | —     |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                   |                                                                      |   |
| Net cash provided by financing activities         |                                       | 34,816                               |   | —     |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
| Net change in cash and cash equivalents           |                             | 8,378                                |   | (3,320)                        |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                  |                        |                                                                      |
| Cash, beginning of period                         |                             | 41                                   |   | 14,193                    |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
| Cash, end of period                               | $                                     | 8,419                                | $ | 10,873                    |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
| Supplemental disclosure of cash flow information: |                                       |                                           |   |                                |
|                                                   | Cash paid for:                        |                                           |   |                                |   |
|                                                   |                                       | Interest                                  | $ | —     | $ | —     |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |
|                                                   |                                       | Income taxes                              | $ | —     | $ | —     |
|                                                   |                                       |                                           |   |                                |   |                                |  |                                                                            |                        |                                                                      |        |

See accompanying notes to condensed financial statements				5

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**RUB A DUB SOAP, INC.****Notes to Condensed Financial Statements****(Unaudited)**

**Note 1:  Basis of Presentation**

The interim financial statements presented herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The interim financial statements should be read in conjunction with the Company’s annual financial statements for the year ended May 31, 2005, notes and accounting policies thereto included in the Company’s Annual Report on Form 10-KSB as filed with the SEC.

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim periods presented have been made.  The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

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

****

**Note 3:  Components of Inventory**Inventories at August 31, 2005 consist of the following:

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> Raw materials$            3,656Finished product                 14$            3,670

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**Note 4:  Income Tax**The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes”.  The Company has incurred significant net operating losses since inception resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes.

****

**Note 5:  Notes Payable**

Notes payable consisted of the following as of August 31, 2005:

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**RUB A DUB SOAP, INC.****Notes to Condensed Financial Statements****(Unaudited)**

> Patricia Cudd, unsecured, due on demand, interest imputed at 10 percent								$								             1,000Patricia Cudd, unsecured, due 								on demand, interest imputed at 10 percent								             5,000								$								             6,000

**Note 6:  Notes Payable to Related Parties**

At May 31, 2005, the Company owed a related party $8,500. The advances were noninterest bearing, unsecured and due on demand. During the three months ended August 31, 2005, related parties advanced the Company an additional $34,816.  On August 15, 2005, the balance of $43,316 was converted into unsecured promissory notes bearing interest at 4% per year, which are due on demand. The balance is included in the accompanying condensed financial statements as “Notes Payable to Related Parties” and consist of the following:
> Paul Zueger$             3,105Brian and Lisa Powell             12,772Douglas W. Granger             12,772Bruce Capra             14,667$            43,316

**Note 7:  Subsequent Events**

During October 2005, the Company entered into a settlement agreement with its former attorney who had sued for back fees.  Pursuant to the agreement, the Company paid Ms. Cudd $9,000 in cash of which $6,000 satisfied all obligations relating to the promissory notes payable to her. (See Note 5.) The Company also delivered to her 50,000 shares of its restricted common stock. The parties have further stipulated for a dismissal with prejudice of any and all litigation pending between them.

****

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				Item 2.  Management's Discussion and Analysis or Plan of Operation.				Cautionary Statement Regarding Forward-looking Statements				     "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: Certain statements in this report, including statements of Rub A Dub Soap, Inc. ("Rub A Dub") and management's expectations, intentions, plans and beliefs, including those contained in or implied by "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Notes to Consolidated Financial Statements, contain forward-looking statements relating to the expected capabilities of Rub A Dub, as defined in Section 21D of the Securities Exchange Act of 1934, that are dependent on certain events, risks and uncertainties that are outside Rub A Dub's and/or management's control. Such forward-looking statements include expressions of belief, expectation, contemplation, estimation and other expressions not relating to historical facts and circumstances. These forward-looking statements are subject to numerous risks and uncertainties, including the risk that (i) other companies will develop products and services perceived to be superior than the present and proposed products and services of Rub A Dub; (ii) the products and services may not be marketed effectively by Rub A Dub; (iii) potential customers may find other products and services more suitable than the applications marketed by Rub A Dub; (iv) the future outcome of regulatory and litigation matters are not determinable; (v) the assumptions described in this report underlying such forward-looking statements as well as other risks that may cause such statements not to prove accurate. Any projections or estimates herein made assume certain economic and industry conditions and parameters subject to change. Any opinions and/or projections expressed herein are solely those of Rub A Dub and are subject to change without notice. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors including those described in the context of such forward-looking statements.				Results of Operations:				OVERVIEW				     We engage in the online retailing of handmade, natural, vegetable-based soaps and gift baskets. As a small online retailer of soaps, we are dedicated to serving the natural product enthusiast with a variety of handmade, natural, herbal soaps and gift baskets. Our products are featured on our web site located at http://www.rubadubsoaps.com. Information set forth on our web site does not constitute part of this report.

     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.

     Our objective is to become a leading online retailer of handmade, natural, herbal soaps, gift baskets and other products, such as soap molds and soap cutting equipment.

     All operational decisions will be made solely by our management. Our management has had limited experience in this business.

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     We have had minimal sales. Our results of operations have been and will probably continue to be subject to variations. The results for a particular period may vary as a result of a number of factors. These include: the overall state of our retailing segment of the economy, the development status of, and demand for our products, economic conditions in our markets, the timing of orders, the timing of expenditures in anticipation of future sales, the mix of products sold by us, the introduction of new products, product enhancements by us or our competitors, and pricing and other competitive conditions.

     The following discussion involves our results of operations for the three months ended August 31, 2005.

Results of Operations

     Our total product sales were $183 for the three months ended August 31, 2005, compared to $207 for the three months ended August 31, 2004.

     Costs of sales and expenses include all direct costs incurred in the manufacturing process and our general and administrative costs. The difference between our sales and costs and expenses is our profit (loss) from operations. We had $81 in costs of sales for the three months ended August 31, 2005 and $102 for the three months ended August 31, 2004.

     General and administrative expenses constitute the principal part of our Costs of sales and expenses. Our general and administrative expenses increased to $36,152 for the three months ended August 31, 2005 from $5,949 for the three months ended August 31, 2004. The principal reason for the increase was in professional fees and expenses, particularly legal fees.

     We had a loss from operations of $36,050 for the three months ended August 31, 2005, compared to a loss of $5,844 for the three months ended August 31, 2004. The basic and diluted loss per share was $0.01 for the three months ended August 31, 2005, compared to $0.00 for the three months ended August 31, 2004.

     The principal cause of our loss from operations for the past fiscal quarter was the legal fees attributable to our litigation, which was settled in October, 2005. The other causes underlying our operating losses include, primarily, insufficient capital available for the purchase of soap ingredients, packaging materials and soap making equipment, marketing and sales, general and administrative expenses. In addition, we continue to have limited sales and marketing activities during all relevant periods, including insufficient customer traffic to our web site along with an inadequate volume of online purchases.

     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

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     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.

Liquidity and Capital Resources

     Our only source of liquidity remains our operations and our cash on hand. Cash at August 31, 2005 was $8,419, compared to cash of $10,873 at August 31, 2004. Net Cash used in operating activities was ($26,438) for the three months ended August 31, 2005 compared to net cash used in operating

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     We have not been profitable for the last five years, but we continue to attempt to operate very close to a break even. Our variation in revenues is based upon sales and continues to account for the difference between a profit and a loss. In any case, we try to operate with minimal overhead. Our primary activity continues to be to seek to expand our customer base and, consequently, our revenues.

     If we succeed in expanding our customer base and generating sufficient revenues, we will become profitable. We cannot guarantee that this will ever occur. Our plan is to build our Company in any manner which will be successful. To that end, we have also looked for acquisition candidates during these periods. Although we have concluded no acquisitions, we have spoken with several potential candidates.

     We feel that we have inadequate working capital to pursue any business opportunities other than seeking additional customers or an acquisition candidate. During the next twelve months, we plan to investigate another offering of our securities, whether through a private placement or a public offering. At the present time, we have no firm arrangements with regard to either type of offering. We do not intend to pay dividends in the foreseeable future. Otherwise, we have made no current capital or purchase commitments.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

SEASONALITY

     Currently, our sales are primarily seasonal. We experience the majority of our yearly sales during the December holiday season with a second sales boost during the Mother's day holiday. We expect that as marketing and sales increase, our dependence upon seasonal sales will diminish and we will have regular sales cycles.

ACCOUNTING POLICIES AND PRACTICES

     We recognize revenue on the delivery of our product to our customers. Our net sales are made up of sales to our customers net of any returns. We do not sell on consignment and offer returns only in those isolated instances when our products are damaged and do not meet the customer's written specifications.

     The following describes the line items set forth in our statements of operation:

     Net Sales. We recognize revenue from sales upon delivery of the product to the customer.

     Cost of Goods Sold. Our cost of goods sold include the cost of raw material, direct labor, and direct material, along with the cost of products we purchase and then resell to our customers.

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     General and administrative expenses. These expenses include executive salaries and benefits, marketing costs, travel and facilities costs.

     Research and development expenses. For the three months ended August 31, 2005 we had no research and development expenses.

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, 2005, 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.

      In October 2005, we entered into a settlement agreement with our former attorney who had sued for back fees.  Pursuant to the agreement, we delivered $9,000 in cash of which $6,000 satisfied all obligations relating to the promissory notes payable to this person. We also delivered 50,000 shares of our common stock, which was issued with a one-year restriction. The parties have further dismissed with prejudice of any and all litigation pending between them.

      Otherwise, 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.

     In October, 2005, we issued 50,000 common shares of restricted stock.			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. In October, 2005, we settled our dispute with our former legal counsel.

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     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.)			   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.)

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.			                                                                                                     RUB A DUB SOAP, INC.			Date:  October 17, 2005                                                                By:  /s/ Lisa R. Powell              			                                                                                                             Lisa R. Powell, President

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