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 February 28, 2005


[_]  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 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 February 28, 2005.

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




<PAGE>






FORM 10-QSB
-----------
3RD QUARTER
-----------

                                      INDEX
                                      -----

                                                                         Page
                                                                        ------

FINANCIAL INFORMATION
---------------------

Item 1. Financial Statements (Unaudited)

     Condensed Balance Sheet at February 28, 2005..........................3

     Condensed Statements of Operations, for the three and
     nine months ended February 28, 2005 and 2004..........................4

     Condensed Statements of Cash Flows for the nine months
     ended February 28, 2005 and 2004......................................5

     Notes to the Condensed Financial Statements...........................6

Item 2. Management's Discussion and Analysis or Plan of Operation..........7

Item 3. Controls and Procedures...........................................11

Signatures................................................................14
























                                        2
<PAGE>






                         PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.




                              RUB A DUB SOAP, INC.
                             Condensed Balance Sheet
                                   (Unaudited)
                                February 28, 2005

                                     Assets

Current assets:
    Cash......................................................    $         660
    Inventory (Note 3)........................................            3,735
                                                                  --------------
        Total current assets..................................            4,395

    Furniture and equipment...................................           11,834
    Less accumulated depreciation.............................           (7,997)
                                                                  --------------

        Total assets..........................................    $       8,232
                                                                  ==============

                      Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable..........................................    $         198
    Loans payable (Note 5)....................................            3,500
                                                                  --------------
        Total current liabilities.............................            3,698
                                                                  --------------

Shareholders' equity:
    Common stock..............................................            3,703
    Additional paid-in capital................................          145,897
    Accumulated deficit.......................................         (145,066)
                                                                  --------------

        Total shareholders' equity............................            4,534
                                                                  --------------

        Total liabilities and shareholders' equity............    $       8,232
                                                                  ==============


















            See accompanying notes to condensed financial statements
                                        3
<PAGE>




<TABLE>
<CAPTION>
                              RUB A DUB SOAP, INC.
                       Condensed Statements of Operations
                                   (Unaudited)


                                                          Three Months Ended                  Nine Months Ended
                                                             February 28,                       February 28,
                                                    -------------------------------    -------------------------------
                                                         2005             2004              2005             2004
                                                    --------------   --------------    --------------   --------------

<S>                                                 <C>              <C>               <C>              <C>
Revenue:
    Sales........................................   $         996    $         713     $       1,720    $       1,569
                                                    --------------   --------------    --------------   --------------
Costs and expenses:
    Cost of sales................................             398              459               764              849
    General and administrative expenses..........           6,862            4,130            18,914           13,629
                                                    --------------   --------------    --------------   --------------

    Total costs and expenses.....................           7,260            4,589            19,678           14,478
                                                    --------------   --------------    --------------   --------------

        Loss from operations.....................          (6,264)          (3,876)          (17,958)         (12,909)

Provision for income taxes (Note 4)..............              --               --                --               --
                                                    --------------   --------------    --------------   --------------

        Net loss.................................   $      (6,264)   $      (3,876)    $     (17,958)   $     (12,909)
                                                    ==============   ==============    ==============   ==============

Basic and diluted loss per share.................   $       (0.00)   $       (0.00)    $       (0.00)   $       (0.00)
                                                    ==============   ==============    ==============   ==============

Weighted average common shares outstanding.......       3,702,800        3,702,800         3,702,800        3,637,410
                                                    ==============   ==============    ==============   ==============
</TABLE>





























            See accompanying notes to condensed financial statements
                                        4
<PAGE>




<TABLE>
<CAPTION>
                              RUB A DUB SOAP, INC.
                       Condensed Statements of Cash Flows
                                   (Unaudited)


                                                              Nine Months Ended
                                                                 February 28,
                                                       --------------------------------
                                                            2005              2004
                                                       --------------    --------------

<S>                                                    <C>               <C>
Net cash used in operating activities...............   $     (17,033)    $     (11,035)
                                                       --------------    --------------

    Cash flows from financing activities:
        Proceeds from loans payable.................           3,500                --
        Repayment of related party notes payable....              --            (3,000)
        Issuance of common stock....................              --            29,950
                                                       --------------    --------------

Net cash provided by financing activities...........           3,500            26,950
                                                       --------------    --------------

Net change in cash and cash equivalents.............         (13,533)           15,915

Cash, beginning of period...........................          14,193               819
                                                       --------------    --------------

Cash, end of period.................................   $         660     $      16,734
                                                       ==============    ==============

Supplemental disclosure of cash flow information:
    Cash paid for:
        Interest....................................   $          --     $          --
                                                       ==============    ==============
        Income taxes................................   $          --     $          --
                                                       ==============    ==============
</TABLE>

























            See accompanying notes to condensed financial statements
                                        5
<PAGE>





                              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,  2004,  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 February 28, 2005 consist of the following:

         Raw materials                           $   3,685
         Finished product                               55
                                                 ----------
                                                 $   3,735

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:  Loan Payable
---------------------

During the nine months ended February 28, 2005, a minor shareholder advanced the
Company $3,500 for working capital.  The advance does not carry an interest rate
and is due on demand.  The  advance is included  in the  accompanying  condensed
financial statements as "Loans Payable".







                                        6
<PAGE>






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
athttp://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.



                                        7
<PAGE>






GENERAL

     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 February 28, 2005 and for the nine months ended February 28, 2005.

Results of Operations

     Our total product sales were $996 for the three months ended February 28,
2005, compared to $713 for the three months ended February 28, 2004. Our total
product sales were $1,720 for the nine months ended February 28, 2005, compared
to $1,569 for the nine months ended February 28, 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 $398 in costs of sales for the three months ended February 28, 2005 and
$459 for the three months ended February 28, 2004. Our costs of sales were $764
for the nine months ended February 28, 2005 compared to $849 for the nine months
ended February 28, 2004.

     General and administrative expenses constitute the principal part of our
Costs of sales and expenses. Our general and administrative expenses increased
to $6,862 for the three months ended February 28, 2005 from $4,130 for the three
months ended February 28, 2004. Our general and administrative expenses
increased to $18,914 for the nine months ended February 28, 2005 from $13,629
for the nine months ended February 28, 2004. The principal reason for the
increase was in professional fees and expenses.

     We had a loss from operations of $6,264 for the three months ended February
28, 2005, compared to a loss of $3,876 for the three months ended February 28,
2004. Our loss from operations was $17,958 for the nine months ended February
28, 2005, compared to a loss of $12,909 for the nine months ended February 28,
2005. The basic and diluted loss per share was $0.00 for all relevant periods.

     The 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,
new product development and enhancement of our web site. In addition, we have
had 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.




                                        8
<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
November 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, Christmas and 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.

     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.



                                        9
<PAGE>






Liquidity and Capital Resources

     Our principle source of liquidity remains our operations and our cash on
hand. Cash at February 28, 2005 was $660, compared to cash of $16,734 at
February 28, 2004. Net Cash used by operating activities was $17,033 for the
nine months ended February 28, 2005 compared to net cash used by operating
activities of $11,035 for the nine months ended February 28, 2004. Net Cash
provided by financing activities was $3,500 for the nine months ended February
28, 2005 compared to net cash provided by financing activities of $26,950 for
the nine months ended February 28, 2004.

     We have not been profitable for the last four years and for the past three
fiscal quarters, but we 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:



                                       10
<PAGE>






     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.

     Selling Expenses. These expenses include salaries and benefits of sales
personnel, and incentives paid to independent dealers for the sale of our
products.

     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 November 30,
2004 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 February 28, 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 March, 2005, our former legal counsel brought an action for payment of
legal fees against us. The case was brought in the Colorado State District Court
for Jefferson County as Cudd and Associates v. Rub A Dub, et al. In addition to
the Company, the other named defendants are the Company's Board of Directors and
Officers, in their individual capacities. This case also includes a claim
against one of our Directors, but not the Company or the other Directors or
Officers, regarding an unrelated transaction involving the sale of a tapestry.
We have denied all of the allegations and maintain that there should be no
individual liability regarding the Directors and Officers. We have filed a
motion to dismiss the entire case, which is currently pending.

     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.



                                       11
<PAGE>






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.


     (c) No equity securities were sold by Rub A Dub Soap during the quarter
ended February 28, 2005, 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 February 28, 2005, covered by this report.

Item 3.   Defaults Upon Senior Securities.

     In March, 2005, our former legal counsel brought an action for payment of
legal fees against us. The case was brought in the Colorado State District Court
for Jefferson County as Cudd and Associates v. Rub A Dub, et al. In addition to
the Company, the other named defendants are the Company's Board of Directors and
Officers, in their individual capacities. This case also includes a claim
against one of our Directors, but not the Company or the other Directors or
Officers, regarding an unrelated transaction involving the sale of a tapestry.
We have denied all of the allegations and maintain that there should be no
individual liability regarding the Directors and Officers. We have filed a
motion to dismiss the entire case, which is currently pending.

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 November 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.)



                                       12
<PAGE>






   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 November 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. (Incorporated in this report by reference to Exhibit 10.1 to the
          Quarterly Report on Form 10-QSB, File No. 333-98315, filed on October
          10, 2004.)

  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 February 28,
2005, covered by this report.



                                       13
<PAGE>






                                   SIGNATURES


     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:  April 18, 2005                           By:  /s/ Lisa R. Powell
                                                    -------------------------
                                                    Lisa R. Powell, President












































                                       14