FORM 10-QSB
                                   -----------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

     For the quarterly period ended February 29, 2004

                                       OR

( )  TRANSITION  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934


                        Commission file number: 333-98315


                              RUB A DUB SOAP, INC.
             ------------------------------------------------------
             (Exact name of registrant 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)                    (Zip  Code)

                                 (303) 949-5834
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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 the number of shares  outstanding of each of the issuer's  classes
of stock, as of the latest practicable date.

                                                          Shares  Outstanding
            Class of Securities                           at February 29, 2004
            -------------------                           --------------------

            Common Stock, .001 par value                       3,702,800


     Transitional Small Business Disclosure Format

          Yes         No  X
             -----      -----




<PAGE>






                          PART I. FINANCIAL INFORMATION
                          -----------------------------

Item 1.  Financial Statements
-----------------------------













                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                February 29, 2004








































                                        2
<PAGE>












                                    CONTENTS




                                                                          Page


BALANCE SHEET                                                              4

STATEMENT OF OPERATIONS                                                    5

STATEMENT OF CASH FLOWS                                                    6

STATEMENT OF STOCKHOLDERS' EQUITY                                          7

NOTES TO FINANCIAL STATEMENTS                                              8






























                                        3
<PAGE>



                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                February 29, 2004



  ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                     $      16,734
  Inventory                                                             3,224
                                                                --------------

    Total current assets                                               19,958
                                                                --------------

EQUIPMENT - AT COST
  Furniture and equipment                                              11,834
  Less accumulated depreciation                                         5,594
                                                                --------------

                                                                        6,240
                                                                --------------

    TOTAL ASSETS                                                $      26,198
                                                                ==============

  LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                              $         892
  Payroll liabilities                                                       -
  Sales tax payable                                                        11
                                                                --------------
  Shareholder loan                                                          -
                                                                --------------

    Total current liabilities                                             903
                                                                --------------

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
  Deficit accumulated during the development stage                   (124,305)
                                                                --------------

                                                                       25,295
                                                                --------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $      26,198
                                                                ==============









    The accompanying notes are an integral part of the financial statements.
                                        4
<PAGE>



<TABLE>
<CAPTION>
                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS



                                        For the period
                                        from inception
                                        (September 28,        For the three months ended          For the nine months ended
                                            2001)          --------------------------------    --------------------------------
                                        to February 29,     February 29,      February 28,      February 29,      February 28,
                                             2004               2004              2003              2004              2003
                                       ----------------    --------------    --------------    --------------    --------------

<S>                                    <C>                 <C>               <C>               <C>               <C>
Revenues                               $         4,286     $         713     $         607     $       1,569     $       1,547

Cost of sales                                    2,348               459               270               849               646
                                       ----------------    --------------    --------------    --------------    --------------

  Gross profit                                   1,938               254               337               720               901

General and administrative expenses            125,658             4,130             1,590            13,629            16,016
                                       ----------------    --------------    --------------    --------------    --------------

  Loss from operations                        (123,720)           (3,876)           (1,253)          (12,909)          (15,115)
                                       ----------------    --------------    --------------    --------------    --------------

Other income (expense)
  Interest income                                  133                 -                 -                 -                25
  Other miscellaneous income                        50                 -                 -                 -                 -
  Loss on sale of assets                          (768)                -                 -                 -                 -
                                       ----------------    --------------    --------------    --------------    --------------

    NET LOSS                           $      (124,305)    $      (3,876)    $      (1,253)    $     (12,909)    $     (15,090)
                                       ================    ==============    ==============    ==============    ==============

NET LOSS PER SHARE
  Basic                                $         (0.04)    $           -     $           -     $           -     $           -
                                       ================    ==============    ==============    ==============    ==============

WEIGHTED AVERAGE NUMBER
  OF SHARES OF COMMON
  STOCK AND COMMON STOCK
  EQUIVALENTS OUTSTANDING                    3,542,005         3,702,304         3,583,000         3,637,410         3,583,000
                                       ================    ==============    ==============    ==============    ==============
</TABLE>












    The accompanying notes are an integral part of the financial statements.
                                        5
<PAGE>



<TABLE>
<CAPTION>
                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS



                                                   For the period
                                                   from inception
                                                (September 28, 2001)          For the nine months ended
                                                  to February 29,      ----------------------------------------
                                                        2004           February 29, 2004     February 28, 2003
                                                 ------------------    ------------------    ------------------

<S>                                              <C>                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                         $        (124,305)    $         (12,909)    $         (15,090)
Adjustments to reconcile net loss to net cash
  flows from operating activities:
    Stock for services                                      74,280                     -                     -
    Depreciation                                             5,594                 2,004                 1,540
    Increase in inventory                                   (3,224)                 (218)               (1,185)
    Decrease in accounts receivable                              -                     -                    95
    Increase (decrease) in accrued expenses                     11                     9                  (375)
    Increase (decrease) in accounts payable                    892                    79                  (973)
                                                 ------------------    ------------------    ------------------

      Net cash flows from operating activities             (46,752)              (11,035)              (15,988)

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                       (11,834)                    -                  (728)
                                                 ------------------    ------------------    ------------------

      Net cash flows from investing activities             (11,834)                    -                  (728)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from (repayments of) notes payable                    -                (3,000)                1,135
  Issuance of common stock                                  75,320                29,950                     -
                                                 ------------------    ------------------    ------------------

      Net cash flows from financing activities              75,320                26,950                 1,135
                                                 ------------------    ------------------    ------------------

NET INCREASE (DECREASE) IN CASH
  AND CASH EQUIVALENTS                                      16,734                15,915               (15,581)

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                                            -                   819                15,722
                                                 ------------------    ------------------    ------------------

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                  $          16,734     $          16,734     $             141
                                                 ==================    ==================    ==================
</TABLE>
















    The accompanying notes are an integral part of the financial statements.
                                        6
<PAGE>



<TABLE>
<CAPTION>
                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
          For the initial period from inception (September 28, 2001) to
                                February 29, 2004



                                                                                         Deficit
                                                 Common stock                          accumulated
                                          ---------------------------    Additional     during the       Total
                                           Number of                      paid-in      development    stockholders'
                                             shares         Amount        capital         stage          equity
                                          ------------   ------------   ------------   ------------   ------------

<S>                                         <C>          <C>            <C>            <C>            <C>
Common stock issued
  September 2001 - for equipment            3,000,000    $     3,000    $        50    $         -    $     3,050
  November 2001 - for cash and services       135,000            135         26,865              -         27,000
  December 2001 - for cash and services       135,000            135         26,865              -         27,000
  January 2002 - for cash and services        100,000            100         19,900              -         20,000
  January 2002 - for cash                     212,250            213         42,237              -         42,450
  February 2002 - for cash                        750              -            150              -            150

Net loss for the period ended
  May 31, 2003                                      -              -              -       (111,396)      (111,396)
                                          ------------   ------------   ------------   ------------   ------------

Balance, May 31, 2003                       3,583,000          3,583        116,067       (111,396)         8,254

Common stock issued
  October 2003 - for cash                      89,600    $        90    $    22,310    $         -    $    22,400
  November 2003 - for cash                      6,400              6          1,594              -          1,600
  December 2003 - for cash                     23,800             24          5,926              -          5,950

Net loss for the period ended
  February 29, 2004                                 -              -              -        (12,909)       (12,909)
                                          ------------   ------------   ------------   ------------   ------------

Balance, February 29, 2004                  3,702,800    $     3,703    $   145,897    $  (124,305)   $    25,295
                                          ============   ============   ============   ============   ============
</TABLE>



















    The accompanying notes are an integral part of the financial statements.
                                        7
<PAGE>



                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                February 29, 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, 2003.

































                                        8
<PAGE>




Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
------------------------------------------------------------------

Liquidity and Capital Resources
-------------------------------

The Company recently completed its registration  statement and has issued 96,000
shares of stock for $24,000  cash for the quarter  ended  November  30, 2003 and
23,800 shares for $5,950 cash for the quarter ended February 29, 2004. A private
offering was completed in February 2002,  issuing 213,000 shares of common stock
for $42,600 in cash. During the period from September 2001 through January 2002,
we issued  3,370,000  shares of stock for  $2,770 in cash and  $74,280  worth of
services.  At February 29, 2004 and 2003,  the Company had total liquid  capital
resources (cash) of $16,734 and $141, respectively.

Management  anticipates  the sale of stock over the course of the next 12 months
in  order to  expand  operations  and pay for  administrative  expenses.  If the
Company is unable to continue a successful stock offering, the capital resources
currently  available may not be sufficient to maintain operations for the coming
year.

Results of Operations
---------------------

The  Company  is a  development  stage  company  and has  incurred a net loss of
$(124,305) for the period from inception  (September 28, 2001) through  February
29, 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  individuals  for $2,770 in cash at
the  rate of  $.007  per  share.  This  amount  was  calculated  based  upon the
difference  between the 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, (i) 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;  limited  sales and
marketing  activities;  (ii) limited  prior  experience  as an online  retailer;
insufficient  customer  traffic to our web site;  (iii) an inadequate  volume of
online purchases;  (iv) an insufficient number of strategic relationships needed
to help promote our web site; (v) an insufficient number of personnel;  and (vi)
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 on conducting a public offering to raise  additional  capital for all of
the activities  listed in (i) 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.



                                        9
<PAGE>






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 we expect to receive
an order for soaps  and/or  gift  baskets in the near  future.  We have plans to
commence  attending  trade  shows  with  the  proceeds  received  from a  public
offering.   Although  we  intend  to   generate   direct   product   sales  from
individually-hosted  parties,  no such parties have been held as of February 29,
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 ending  February 29, 2004 and 2003,  the Company  experienced
revenues of $713 and $607 and a net loss of $(3,876) and $(1,253), respectively.
Net loss per  share  for the  period  from  inception  (September  28,  2001) to
November 30, 2003 was $(0.04).

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.



                                       10
<PAGE>






The recipes for the  handmade,  natural,  vegetable-based  soaps we produce were
developed by Ms. Lisa R.  Powell,  the  President/Secretary/Treasurer,  the sole
director and the controlling  shareholder 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
--------------------------------

As of the end of the period  covered by this  report,  the Company  conducted an
evaluation,  under the supervision and with the  participation of the President,
of the  Company's  disclosure  controls  and  procedures  (as  defined  in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange
Act").  Based on this  evaluation,  the President  concluded  that the Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required  to be  disclosed  by the  Company in reports  that it files or submits
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods  specified in  Securities  and  Exchange  Commission  rules and
forms.  There was no change in the  Company's  internal  control over  financial
reporting  during the Company's most recently  completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.


                           PART II - OTHER INFORMATION
                           ---------------------------

Item 1.  Legal Proceedings
--------------------------

     N/A


Item 2.  Changes in Securities
------------------------------

     Stock offering  issuing 23,800 shares of common stock for the quarter ended
     February  29,  2004 for $5,950 in cash.  Rub A Dub Soap,  Inc.  has claimed
     exemption  from  registration  for all stock sold in  private  transactions
     under Section 4(2) of the Securities Act of 1933, Regulation D.


Item 3.  Defaults Upon Senior Securities
----------------------------------------

     N/A


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

     N/A


Item 5.  Other Information
--------------------------

     N/A



                                       11
<PAGE>






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

     (a)  Exhibits

          31.1  Certification pursuant to Rule 13a-14 (a) or 15d-14(a) under the
                Securities Exchange Act of 1934.

          32.1  Certification of President of the Company, pursuant to 18 U.S.C.
                Section  1350,  as  adopted  pursuant  to  Section  906  of  the
                Sarbanes-Oxley Act of 2002.

     (b)  Reports on Form 8-K

          None




























                                       12
<PAGE>








                                   Signatures
                                   ----------

     Pursuant to the requirements of the Securities Act of 1934, as amended, the
Registrant has caused this report to be signed on its behalf by the  undersigned
duly authorized person.

Date:  April 12, 2004                              Rub A Dub Soap, Inc.
       ------------------                          --------------------


                                                   By: /s/ Lisa R. Powell
                                                      -------------------------
                                                      Lisa R. Powell
                                                      President














































                                       13