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, 2006

                        Commission file number 000-52142

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

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

                2591 Dallas Parkway, Suite 102, Frisco, TX 75034
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (972) 963-0000
                                 --------------
                           (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 October 2, 2006,  registrant  had  outstanding  430,282 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 2, 2006) was
approximately $31,142

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





<PAGE>

                                      INDEX

                                                                            Page
                                                                            ----
 FINANCIAL INFORMATION



   Item 1.  Financial Statements (Unaudited)

   Balance Sheet.............................................................  3
   Statements of Operations..................................................  4
   Statements of Cash Flows..................................................  5
   Statement of Stockholders' Equity.........................................  6
   Notes to the Financial Statements.........................................  7



   Item 2.  Management's Discussion and Analysis or Plan of Operation........ 11



   Item 3.  Controls and Procedures.......................................... 13

       Item 4.  Submission of Matters to a Vote of Security Holders.......... 13

   Item 5.  Other information................................................ 13

       Item 6.  Exibits...................................................... 13

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














                                       2
<PAGE>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                                   (Unaudited)




                                 August 31, 2006

                                     Assets



Total assets ...........................................              $    --
                                                                      =========

                              Stockholders' Equity

Stockholders' deficit:
    Common stock,$.001 par value. Authorized 100,000,000
        Shares, issued and outstanding 430,282 shares ..                    430
    Additional paid-in capital .........................                245,500
    Accumulated deficit ................................               (218,043)
    Deficit accumulated during development stage .......                (27,887)
                                                                      ---------

               Total stockholders' equity ..............              $    --
                                                                      =========



















                 See accompanying notes to financial statements


                                       3
<PAGE>
<TABLE>
<CAPTION>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)
                            Statements of Operations
                                   (Unaudited)



                                                                                                 For the
                                                                                             Developmental
                                                                Three Months Ended            Stage Period
                                                                    August 31               February 22, 2006
                                                       ----------------------------------          to
                                                            2006               2005          August 31, 2006
                                                       ---------------    ---------------    ---------------
<S>                                                    <C>                <C>                <C>
Revenue:
   Sales ...........................................   $          --      $          --      $          --

Costs and expenses:
   Cost of sales ...................................              --                 --                 --

   General and administrative expenses .............            13,629             34,678             27,887

                                                       ---------------    ---------------    ---------------
   Total costs and expenses ........................            13,629             34,678             27,887
                                                       ---------------    ---------------    ---------------
   Loss from continuing operations
     before income taxes ...........................           (13,629)           (34,678)           (27,887)

   Provision for income taxes ......................              --                 --                 --
                                                       ---------------    ---------------    ---------------

   Net loss from continuing operations .............           (13,629)           (34,678)           (27,887)
                                                       ---------------    ---------------    ---------------


   Loss from operations of discontinued component
     (including loss on disposal of -0-), net of tax              --               (1,373)              --

                                                       ---------------    ---------------    ---------------
   Loss on discontinued operations .................              --               (1,373)              --
                                                       ---------------    ---------------    ---------------

Net loss ...........................................   $       (13,629)   $       (36,051)   $       (27,887)
                                                       ===============    ===============    ===============
Basic and diluted loss per share ...................   $         (0.03)   $         (0.10)   $         (0.07)
                                                       ===============    ===============    ===============
Weighted average common shares outstanding
                       - Basic and Diluted .........           430,282            370,208            413,857
                                                       ===============    ===============    ===============
</TABLE>







                 See accompanying notes to financial statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                                   (Unaudited)

                                                                                                     For the
                                                           For the Three Months Ended          developmental stage
                                                                    August 31,                     period from
                                                    ----------------------------------------     February 22, 2006
                                                           2006                  2005           to August 31, 2006
                                                    ------------------    ------------------    ------------------
<S>                                                 <C>                   <C>                   <C>
Net cash used in operating activities:
   Net loss                                         $          (13,629)   $          (36,051)   $          (27,887)
      Adjustments to reconcile net loss to
       net cash used in operating activities:
   Stock based compensation                                       --                    --                   6,000
   Discontinued operations                                        --                   9,613                  --
                                                    ------------------    ------------------    ------------------
                                                               (13,629)              (26,438)              (21,887)
                                                    ------------------    ------------------    ------------------

   Cash flows from financing activities:
      Proceeds of related party note payable                      --                  34,816                  --
      Contribution by principal stockholder                     13,629                  --                  21,887
                                                    ------------------    ------------------    ------------------

Net cash provided by financing activities                       13,629                34,816                21,887
                                                    ------------------    ------------------    ------------------


Net change in cash and cash equivalents                           --                   8,378                  --

Cash, beginning of period                                         --                      41                  --
                                                    ------------------    ------------------    ------------------

Cash, end of period                                 $             --      $            8,419    $             --
                                                    ==================    ==================    ==================

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














            See accompanying notes to financial statements

                                       5
<PAGE>
<TABLE>
<CAPTION>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)

                  Statements of Changes in Stockholders' Equity


                                                                                       Deficit
                                                                                     accumulated
                                   Common stock          Additional                     during
                            -------------------------     paid-in     Accumulated    development
                               Shares        Amount       capital       deficit         stage          Total
                            -----------   -----------   -----------   -----------    -----------    -----------
<S>                         <C>           <C>           <C>           <C>            <C>            <C>

Balance at May 31, 2004         375,282   $       375   $   217,668   $  (159,832)   $      --      $    58,211

Contribution by principal
   stockholder                     --            --           8,258          --             --            8,258

Common stock issued
 ($.12 per share)                55,000            55         5,945          --             --            6,000

Net loss                           --            --            --         (58,211)       (14,258)       (72,469)
                            -----------   -----------   -----------   -----------    -----------    -----------
Balance at May 31, 2006         430,282           430       231,871      (218,043)       (14,258)          --

Contribution by principal          --            --          13,629          --             --           13,629
   stockholder

Net loss                           --            --            --            --          (13,629)       (13,629)
                            -----------   -----------   -----------   -----------    -----------    -----------
Balance at
    August 31, 2006             430,282   $       430   $   245,500   $  (218,043)   $   (27,887)   $      --
                            ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>



























                 See accompanying notes to financial statements

                                       6
<PAGE>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)

                          Notes to Financial Statements
                                   (Unaudited)



Note 1: Summary of Significant Accounting Policies

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 period ended  August 31, 2006,  notes and
accounting  policies  thereto  included in the  Company's  Annual Report on Form
10-KSB as filed with the SEC.

Interim  financial  data  presented  herein are  unaudited but 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.

Organization

Until February 21, 2006 Rub A Dub Soap,  Inc.("the  Company") was engaged in the
online retailing of handmade,  natural,  vegetable-based soaps and gift baskets.
As a small online  retailer of soaps,  we were  dedicated to serving the natural
product  enthusiast with a variety of handmade,  natural,  herbal soaps and gift
baskets.  Our  products  were  featured  on our web  site,  which  is no  longer
operational.

The  Company  has  ceased  its soap  business  and will  attempt to locate a new
business(operating  company), and offer itself as a merger vehicle for a company
that may desire to go public through a merger rather than through its own public
stock offering. Our search will be directed toward enterprises who will have the
potential  for  listing our common  stock on an  exchange  such as NASDAQ or the
American Stock Exchange.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and  liabilities  and the  disclosure  of
contingent  assets and  liabilities at the date of financial  statements and the
reported  amounts of revenues and expenses during the reporting  period.  Actual
results could differ from those estimates.

Income Taxes

Pursuant to  Statement of Financial  Accounting  Standards  No. 109 (`SFAS 109')
Accounting  for Income  Taxes,  the Company  accounts for income taxes under the
liability method.  Under the liability method, a deferred tax asset or liability
is determined based upon the tax effect of the differences between the financial
statement  and tax basis of assets and  liabilities  as  measured by the enacted
rates, which will be in effect when these differences reverse.

Stock based Compensation

The Company  accounts for  stock-based  compensation  arrangements in accordance
with Statement of Financial  Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based  Compensation,  which permits  entities to recognize as expense over
the  vesting  period  the fair  value of all  stock-based  awards on the date of
grant.  Alternatively,  SFAS No. 123 allows  entities  to  continue to apply the
provisions of Accounting  Principle Board ("APB") Opinion No. 25 and provide pro
forma net earnings (loss) disclosures for employee stock option grants as if the
fair-value-based  method  defined in SFAS No. 123 had been applied.  The Company
has  elected to  continue  to apply the  provisions  of APB  Opinion  No. 25 and
provide the pro forma disclosure provisions of SFAS No. 123.


                                       7
<PAGE>

In December  2004,  the FASB issued SFAS No. 123  (Revised  2004),  "Share-Based
Payment,"  "SFAS  123R"  a  revision  to FASB  Statement  123,  "Accounting  for
Stock-Based  Compensation"  and this  statement  supersedes  APB Opinion No. 25,
"Accounting  for Stock  Issued to  Employees,"  and its  related  implementation
guidance. SFAS 123R focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment  transactions.  SFAS No.
123R requires a public entity to measure the cost of employee  services received
in exchange  for an award of equity  instruments  based on the  grant-date  fair
value of the award (with limited exceptions).  That cost will be recognized over
the period  during which an employee is required to provide  service in exchange
for the award.  SFAS 123R is effective as of the  beginning of the first interim
or annual  reporting  period that begins after June 15, 2005 and the company has
implemented SFAS 123R in the first quarter of fiscal 2006.

Recent Accounting Pronouncements

In March 2005, the SEC released SAB 107, "Share-Based Payments" ("SAB 107"). The
interpretations  in SAB  107  express  views  of the  SEC  staff  regarding  the
interaction between SFAS 123R and certain SEC rules and regulations, and provide
the staff's views  regarding the valuation of share-based  payment  arrangements
for public  companies.  In  particular,  SAB 107  provides  guidance  related to
share-based  payment  transactions  with  non-employees,   the  transition  from
nonpublic to public entity status, valuation methods (including assumptions such
as expected volatility and expected term), the accounting for certain redeemable
financial  instruments  issued  under  share-based  payment  arrangements,   the
classification of compensation expense, non-GAAP financial measures,  first-time
adoption of SFAS 123R in an interim period,  capitalization of compensation cost
related to  share-based  payment  arrangements,  the  accounting  for income tax
effects of share-based arrangements upon adoption of SFAS 123R, the modification
of employee share options prior to the adoption of SFAS 123R and  disclosures in
Management's  Discussion  and Analysis  subsequent to the adoption of SFAS 123R.
SAB 107 requires  stock-based  compensation  be  classified  in the same expense
lines as cash  compensation is reported for the same employees.  The company has
implemented  SAB 107 in the first  quarter of fiscal 2006, in  conjunction  with
SFAS 123R. SAB 107 is not expected to have a significant impact on the company's
financial statements.

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets--An   Amendment  of  APB  Opinion  No.  29,  Accounting  for  Nonmonetary
Transactions"  ("SFAS 153").  SFAS 153  eliminates the exception from fair value
measurement for nonmonetary  exchanges of similar productive assets in paragraph
21(b) of APB Opinion No. 29,  "Accounting  for  Nonmonetary  Transactions,"  and
replaces  it  with an  exception  for  exchanges  that  do not  have  commercial
substance.  SFAS  153  specifies  that a  nonmonetary  exchange  has  commercial
substance  if the  future  cash  flows of the  entity  are  expected  to  change
significantly as a result of the exchange.  SFAS 153 is effective for the fiscal
periods  beginning after December 15, 2005 and the company adopted this standard
in the three months  ending  March 31, 2006.  SFAS 153 is not expected to have a
significant impact on the company's financial statements.

In June  2005,  the FASB  issued  SFAS No.  154  "Accounting  Changes  and Error
Corrections,"  ("SFAS 154"),  a replacement  of APB Opinion No. 20,  "Accounting
Changes",  and SFAS No. 3  "Reporting  Accounting  Changes in Interim  Financial
Statements." SFAS 154 applies to voluntary  changes in accounting  principle and
changes  the  requirements  for  accounting  for and  reporting  of a change  in
accounting  principle.  SFAS 154  requires  retrospective  application  to prior
periods'  financial  statement  of a voluntary  change in  accounting  principle
unless it is  impracticable.  SFAS 154 is effective for  accounting  changes and
corrections  of errors made in fiscal years  beginning  after December 15, 2005.
Earlier  application  is permitted for  accounting  changes and  corrections  of
errors made occurring in fiscal years  beginning after June 1, 2005. The company
adopted SFAS 154 effective December 15, 2005. SFAS 154 is not expected to have a
significant impact on the company's financial statements.

In February  2006,  the FASB issued SFAS No. 155,  which is an amendment of SFAS
No. 133 and 140. This  statement;  a) permits fair value  remeasurement  for any
hybrid financial  instrument that contains an embedded derivative that otherwise
would  require  bifurcation,   b)  clarifies  which  interest-  only  strip  and
principal-only  strip are not  subject to the  requirements  of SFAS No. 133, c)
establishes a requirement to evaluate interests in securitized  financial assets
to  identify  interests  that are  freestanding  derivatives  or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
d) clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives, e) amends SFAS No. 140 to eliminate the prohibition on



                                       8
<PAGE>

a  qualifying   special-purpose  entity  from  holding  a  derivative  financial
instrument that pertains to a beneficial  interest other than another derivative
financial  instrument.  This statement is effective for financial statements for
fiscal  years  beginning  after  September  15, 2006.  Earlier  adoption of this
statement is permitted as of the beginning of an entity's fiscal year,  provided
the entity has not yet issued any  financial  statements  for that fiscal  year.
SFAS No.  155 is not  expected  to have a  significant  impact on the  company's
financial statements.

In March 2006,  the FASB issued SFAS No. 156,  which  amends SFAS No. 140.  This
statement  establishes,  among other things,  the  accounting for all separately
recognized  servicing  assets and servicing  liabilities.  This statement amends
SFAS No. 140 to require  that all  separately  recognized  servicing  assets and
servicing liabilities be initially measured at fair value, if practicable.  SFAS
No. 156 permits, but does not require, the subsequent  measurement of separately
recognized  servicing assets and servicing  liabilities at fair value. An entity
that uses  derivative  instruments  to mitigate the risks  inherent in servicing
assets and  servicing  liabilities  is required to account for those  derivative
instruments  at fair value.  Under SFAS No. 156, an entity can elect  subsequent
fair value measurement to account for its separately recognized servicing assets
and servicing  liabilities.  By electing that option, an entity may simplify its
accounting  because this statement  permits income statement  recognition of the
potential  offsetting  changes  in fair  value of  those  servicing  assets  and
servicing liabilities and derivative  instruments in the same accounting period.
SFAS No. 156 is effective for financial  statements  for fiscal years  beginning
after  September 15, 2006.  Earlier  adoption of SFAS No. 156 is permitted as of
the beginning of an entity's fiscal year, provided the entity has not yet issued
any financial  statements for that fiscal year.  SFAS No. 156 is not expected to
have a significant impact on the company's financial statements.

In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes" (FIN 48). FIN 48 clarifies the  accounting  for  uncertainty in
income taxes recognized in financial  statements in accordance with Statement of
Financial  Accounting  Standard  (SFAS) No. 109,  "Accounting for Income Taxes."
This Interpretation prescribes a recognition threshold and measurement attribute
of  tax  positions  taken  or  expected  to  be  taken  on a  tax  return.  This
Interpretation  is effective for the first fiscal year beginning  after December
15,  2006.  Management  believes  this  Statement  will  have no  impact  on the
financial statements of the Company once adopted.

In June 2006, the FASB ratified Emerging Issues Task Force 05-1,  Accounting for
the  Conversion  of an  Instrument  That Became  Convertible  upon the  Issuer's
Exercise of a Call Option ("EITF 05-1").  EITF 05-1 addresses  instruments  that
are currently not convertible to equity but the instrument  becomes  convertible
upon the  exercise  of the  issuer's  call  option.  EITF  05-1  calls  for debt
extinguishment  treatment  if the  instrument  did  not  contain  a  substantive
conversion feature apart from the right to convert upon the issuer's exercise of
its  call  right  at the  date of  issuance.  Conversely,  if  such  substantive
conversion  feature did exist at issuance  date,  EITF 05-1 requires  conversion
treatment  for those equity  securities  issued to satisfy the debt  conversion.
EITF 05-1 must be applied  prospectively  as of June 28, 2006.  The Company does
not  expect  EITF  05-1 to have a  significant  impact on its  future  financial
position or results of operations.

Earnings (loss) per Common Share

Basic net  earnings  (loss) per share is  computed  by  dividing  the net income
available to common  shareholders (the numerator) for the period by the weighted
average number of common shares outstanding (the denominator) during the period.
The  computation  of diluted  earnings is similar to basic  earnings  per share,
except that the  denominator  is increased  to include the number of  additional
common shares that would have been  outstanding if potentially  dilutive  common
shares had been issued.

At August 31,  2006,  there was no variance  between  basic and diluted loss per
share as there were no potentially  dilutive common shares outstanding.  All per
share data has been  restated  to reflect  the one for ten  reverse  stock-split
effectuated in March 2006.


Note 2: Change of Control and Disposal of Business

All share  amounts  set forth  herein  have  been  adjusted  for the one for ten
reverse split effective on April 17, 2006.


                                       9
<PAGE>

On February 21, 2006, the  controlling  shareholder,  Ms.  Powell,  sold 280,000
shares  of  common  stock  of  the  Company  to  Halter   Capital   Corporation,
representing 74.6% of the outstanding shares of the Company.  As a result of the
sale,  there was a change in control of the Company.  The purchase  price of the
shares was $12,505. Ms. Powell was obligated to pay all existing debts and other
obligations of the Company,  which totaled  approximately  $57,500. In addition,
the  Company  transferred  and  assigned  all cash,  cash  equivalents,  prepaid
expenses,  inventory and accounts receivable,  having a book value of $6,468 and
all other intangible  assets  associated with the former disposal of business of
the Company to Ms. Powell,  in exchange for her  resignation  and release of all
claims. Costs of the transaction were charged to expense.

Note 3: Discontinued Operations

As a result of the change in control and the  disposal of business  described in
Note 2, the specialty soap business,  which was the Company's  primary  business
since inception in September 28, 2001, was effectively returned to Ms. Powell.

The  Company  accounted  for the  disposal  of the  specialty  soap  business in
accordance  with  Statement  of  Financial  Accounting  Standard  (SFAS) No. 144
Accounting  for the  Impairment  or Disposal of Long-lived  Assets.  Because the
Company will have no  significant  continuing  involvement in the specialty soap
business,  the  operations  and cash flows of the business have been reported in
the  accompanying  financial  statements  in  discontinued  operations,  for all
periods presented.

Because Ms. Powell  controlled  the Company prior to the stock sale described in
Note 2, no gain or loss from the  disposal of the  specialty  soap  business has
been recognized in operations.  Accordingly,  the net liabilities transferred to
Ms. Powell have been accounted for as a capital transaction.

Discontinued operations consists of the following:

                                         Three Months Ended   Three Months Ended
                                             May 31, 2006       August 31, 2005
                                           ---------------      ---------------
      Revenues                             $          --        $           183
      Expenses                                        --                 (1,556)
                                           ---------------      ---------------
      Loss from discontinued operations    $          --        $        (1,373)
                                           ===============      ===============


Note 4: Development Stage Company

Following  February 22, 2006, the Company  re-entered the development  stage and
became a development  stage enterprise in accordance with SFAS No. 7, Accounting
and Reporting by Development Stage  Enterprises.  The $27,887 loss recognized by
the Company from  February 22, 2006 through  August 31, 2006, is included in the
accompanying  financial  statements as "deficit  accumulated  during development
stage."

The Company currently maintains no business operations and is a shell company in
search of a suitable merger candidate.

Note 5: Related Party Transactions

During  the three  months  ended  August 31,  2006,  the  principal  shareholder
incurred certain legal expenses on behalf of the Company. The expenses, totaling
$13,629,   were  recorded  as  general  and   administrative   expenses  with  a
corresponding credit to paid-in capital.

Note 6: 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.





                                       10
<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

Up until  February 21,  2006,  Rub A Dub Soap,  Inc.  was an online  retailer of
handmade,  natural,  vegetable-based  soaps and gift baskets in the  development
stage.  We were  organized  under the laws of the State of Colorado on September
28,  2001.  Since the date of our  inception,  we have  generated  only  minimal
revenues and a substantial net loss from sales of soaps and gift baskets.

On February 21, 2006, Lisa Powell,  the controlling  shareholder of the Company,
sold 280,000 of her restricted  shares to Halter Capital  Corporation of Frisco,
Texas,  representing 74.6% of all of the outstanding shares of the Company. With
the change in control,  the Company ceased its soap business and will attempt to
locate a new business (operating company),  and offer itself as a merger vehicle
for a company that may desire to go public  through a merger rather than through
its own public stock offering.  Our search will be directed  toward  enterprises
who will have the  potential for listing our common stock on an exchange such as
NASDAQ or the American Stock Exchange.

On March 6, 2006, the stockholders  approved the re-incorporation of the Company
in Nevada and in connection  therewith a one-for-ten reverse split of the common
stock,  both of which  became  effective on April 17,  2006.  All share  numbers
contained herein are expressed in post-reverse-split amounts.

GENERAL

     We have had minimal sales.  Our results of operations  have been subject to
variations.  The  results for a  particular  period have varied as a result of a
number of factors. These included: 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, 2006.

Results of Operations

     We had no sales for the three months  ended  August 31,  2006,  compared to
$183 during the three months ended August 31, 2005.



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<PAGE>

     For the three  months  ended  August 31,  2006,  we  incurred a net loss of
$13,629 or $0.03 per share,  versus a net loss of $34,678 or $0.10 per share for
the three months ended August 31, 2005. Said losses were due to professional and
legal fees associated with the Public Company.

     Since all of our operations were  discontinued as of February 21, 2006, our
business plan is to attempt to locate a new business (operating  company),  that
may desire to go public  through a merger  rather  than  through  its own public
stock offering. Our search will be directed toward enterprises who will have the
potential  for  listing our common  stock on an  exchange  such as NASDAQ or the
American Stock Exchange.  During this process  ongoing  expenses will be paid by
Halter Capital Corporation.

Liquidity and Capital Resources

Prior to the change of control of the Company on February 21, 2006,  the Company
had minimal cash on hand and sustained its  operations  from loans from officers
and directors.  The Company had not been  profitable for the last five years and
has not generated any positive cash flows.

     With the change of control,  Halter Capital  Corporation  has undertaken to
fund any and all  expenditures  necessary to maintain the Company's  status as a
publicly held company,  which expenditures include legal and accounting expenses
among others.

     Our net cash and cash equivalents were $-0- as of August 31, 2006, compared
to $8,419 as of August 31, 2005.

     Net cash used in continuing  operating activities totaled ($13,629) for the
three  months  ended  August 31,  2006.  Net cash used in  continuing  operating
activities was ($26,438)for the three months ended August 31, 2005.

     Our net cash  provided by  financing  activities  was $13,629 for the three
months  ended  August 31,  2006,  compared to $34,816 for the three months ended
August 31, 2005.

     During the date from which the Company was  purchased  (February  22, 2006)
through  August 31, 2006,  the  principal  shareholder  incurred  certain  legal
expenses on behalf of the Company. The expenses,  totaling $21,887 were recorded
as general and  administrative  expenses with a corresponding  credit to paid-in
capital.


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.


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. He has
concluded,  based upon his evaluation of these controls and procedures as of the
end of the quarter  ended  August 31,  2006,  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.



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<PAGE>

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.

None

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.



None

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

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

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

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













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<PAGE>

                                   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 4, 2006                           By: /s/ Kevin Halter, Jr.
                                                --------------------------------
                                                Kevin Halter, Jr., President and
                                                Principal Accounting Officer



















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