**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 November 30, 2005				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)

     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 November 30, 2005, registrant had outstanding 3,752,800 shares of the registrant's common stock, and the aggregate market value of such shares held by non-affiliates of the registrant (based upon the closing bid price of such shares as listed on the Over-the-Counter Bulletin Board on January 18, 2006) was approximately $295,000.			     Transitional Small Business Disclosure Format (Check one):     Yes [   ]   No  [X]

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**PART I - FINANCIAL INFORMATION**

**Item 1.  Financial Statements.**

| **FORM 10-QSB**                 |                                                                          |
|---------------------------------|--------------------------------------------------------------------------|
| **2ND QUARTER**                 |                                                                          |
|                                 |                                                                          |  |
| **INDEX**                       |
|                                 |                                                                          |  |
|                                 |                                                                          | **    Page    ** |
| ** FINANCIAL INFORMATION** |                                                                          |
|                                 |                                                                          |  |
|                                 | Item 1.  Financial Statements                                       |  |
|                                 |                                                                          |  |
|                                 | Balance sheet, November 30, 2005 (unaudited)                             | 3 |
|                                 | Statements of operations, three and six months ended November 30, 2005   |  |
|                                 |  (unaudited) and 2004 (unaudited)                                   | 4 |
|                                 | Statement of changes in shareholder's deficit for the six months ended   |  |
|                                 |  November 30, 2005 (unaudited)                                      | 5 |
|                                 | Statements of cash flows, six months ended November 30, 2005 (unaudited) |  |
|                                 | and 2004 (unaudited)                                                     | 6 |
|                                 | Notes to unaudited financial statements                                  | 7 |
|                                 |                                                                          |  |
|                                 | Item 2.  Management's Discussion and Analysis or Plan of Operation  | 9 |
|                                 |                                                                          |  |
|                                 | Item 3.  Controls and Procedures                                    | 11 |
|                                 |                                                                          |  |
| Signatures                      | 15                                                                       |

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**RUB A DUB SOAP, INC.					Balance Sheet					(Unaudited)****November 30, 2005**

**                                      **    **Assets**Current assets:     Cash							$							125       Inventory (Note 3)							3,905  Total current assets							4,030    Furniture and equipment							11,834  Less accumulated depreciation							(9,396)  							$							6,468  ===========**Liabilities and Shareholders’ Deficit**Current liabilities:     Accounts payable							$							12,040       Sales tax payable							10       Accrued interest							513       Notes payable, related party (Note 5)							44,966  Total current liabilities							57,529    Shareholders’ deficit:     Preferred stock, .01 par value; 10,000,000 shares authorized; noshares issued or outstanding							—         Common stock, .001 par value; 100,000,000 shares authorized;3,752,800 shares issued and outstanding							3,753       Additional paid-in capital							161,347       Accumulated deficit							(216,161)Total shareholders’ deficit							(51,061)							$							6,468  							===========

See accompanying notes to financial statements				3

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

**Three Months Ended****Six Months Ended****November 30,****November 30,****2005****2004****2005****2004**  Revenue:Sales							$							260  							$							517  							$							442  							$							724    Costs and expenses:Cost of sales							138  							263  							218  							365  General and administrative expenses							2,492  							6,104  							38,644  							12,053  Stock-based compensation- litigation expense (Note 6)							15,500  							—    							15,500  							—    Other litigation expense (Note 6)							2,409  							—    							2,409  							—    Total costs and expenses							20,539  							6,367  							56,771  							12,418      Loss from operations							(20,279)							(5,850)							(56,329)							(11,694)  Provision for income taxes (Note 4)							—    							—    							—    							—      Net loss							$							(20,279)							$							(5,850)							$							(56,329)							$							(11,694)  							=========							=========							=========							=========Basic and diluted loss per share							$							(0.01)							$							(0.00)							$							(0.02)							$							(0.00)====================================Weighted average common shares outstanding							3,727,800  							3,702,800  							3,709,943  							3,702,800  							=========							=========							=========							=========

See accompanying notes to  financial statements				4

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**RUB A DUB SOAP, INC.						Statement of Changes in Shareholders' Deficit**

|                     |                                      |                                |                  |                                                                                                                            |              |                                |                |            |                                |           |               |           |
|---------------------|--------------------------------------|--------------------------------|------------------|--------------------------------------------------------------------------------------------------------------------------------------|--------------|--------------------------------|----------------|------------|--------------------------------|-----------|---------------|-----------|
|                     |                                      |                                |                  |                                                                                                                                      |              |                                |                | Additional |                                |           |               |           |
|                     |                                      |                                |                  |           Common Stock           |              | paid-in                        |                | Retained   |                                |           |
|                     |                                      |                                |                  | Shares                                                                                                                               |              | Amount                         |                | capital    |                                | deficit   |               | Total     |
|                     |                                      |                                |                  |                                                                                                                                      |              |                                |                |            |                                |           |               |           |
| Balance at          |                                      |                                |                  |                                                                                                                                      |              |                                |                |            |                                |           |               |
|                     | May 31, 2005                         |                                | 3,702,800   | $                                                                                                                                    | 3,703   | $                              | 145,897   | $          | (159,832)                      | $         | (10,232)      |
| Common stock issued |                                      |                                |                  |                                                                                                                                      |              |                                |                |            |                                |           |
|                     | in settlement of litigation (Note 6) |                                | 50,000      |                                                                                                                                      | 50      |                                | 15,450    |            | —     |           | 15,500   |
| Net loss            |                                      | —     |                  | —                                                                                                           |              | —     |                | (56,329)   |                                | (56,329)  |
|                     |                                      |                                |                  |                                                                                                                                      |              |                                |                |            |                                |           |               |           |
| Balance at          |                                      |                                |                  |                                                                                                                                      |              |                                |                |            |                                |           |               |
|                     | November 30, 2005                    |                                | 3,752,800   | $                                                                                                                                    | 3,753   | $                              | 161,347   | $          | (216,161)                      | $         | (51,061)      |
|                     |                                      |                                |                  | ==========                                                                                                                           |              | =========                      |                | =========  |                                | ========= |               | ========= |

See accompanying notes to financial statements				5

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

|                                                       |                                                        |                                        |                    |                                | **Six Months Ended**                                                                                                                                                                     |
|-------------------------------------------------------|--------------------------------------------------------|----------------------------------------|--------------------|--------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                       |                                                        |                                        |                    |                                | **              November 30,              ** |
|                                                       |                                                        |                                        |                    |                                | **2005**                                                                                                                                                                                 |  | **2004** |
|                                                       |                                                        |                                        |                    |                                |                                                                                                                                                                                          |  |  |
|                                                       |                                                        |                              |                    |                                |                                                                                                                                                                                          |  |  |
| Cash flows from operating activities:                 |                                                        |                                        |                    |                                |
|                                                       | Net loss                                               | $                                      | (56,329)           | $                              | (11,694)                                                                                                                                                                                 |
| Adjustments to reconcile net income to net cash  |                                                        |                                        |                    |                                |
|                                                       | provided by operating activities:                      |                                        |                    |                                |                                                                                                                                                                                          |
|                                                       | Stock based compensation - Litigation expense (Note 6) |                                        | 15,500        |                                | —                                                                                                                                                               |
|                                                       | Depreciation                                           |                                        | 933           |                                | 1,255                                                                                                                                                                               |
|                                                       | Decrease in inventory                                  |                                        | (274)              |                                | (690)                                                                                                                                                                                    |
|                                                       | Increase in accrued expenses                           |                                        | 85            |                                | —                                                                                                                                                               |
|                                                       | Increase in accounts payable                           |                                        | 9,703         |                                | 2,007                                                                                                                                                                               |
|                                                       |                                                        |                                        |                    |                                |                                                                                                                                                                                          |  |  |
|                                                       |                                                        | Net cash used in                       |          |                                |                                                                                                                                                                                          |
|                                                       |                                                        |    operating activities |                    | $                              | (30,382)                                                                                                                                                                                 | $ | (9,122) |
|                                                       |                                                        |                                        |                    |                                |                                                                                                                                                                                          |  |  |
|                                                       |                                                        |                              |                    |                                |                                                                                                                                                                                          |  |  |
| Cash flows from financing activities:                 |                                                        |                                        |                    |                                |
|                                                       | Repayment of note payable (Note 6)                     | (6,000)                                |                    |                                |
|                                                       | Proceeds from related party notes payable              |                              | 36,466        |                                | —                                                                                                                                                               |
|                                                       |                                                        |                                        |                    |                                |                                                                                                                                                                                          |  |  |
|                                                       |                                                        | Net cash provided by                   |          |                                |                                                                                                                                                                                          |
|                                                       |                                                        |    financing activities |                    |                      | 30,466                                                                                                                                                                              |  | —     |
|                                                       |                                                        |                                        |                    |                                |                                                                                                                                                                                          |  |  |
|                                                       |                                                        |                              |                    |                      |                                                                                                                                                                                          |  |
|                                                       |                                                        |                                        | Net change in cash |                      | 84                                                                                                                                                                                  |  | (9,122) |
|                                                       |                                                        |                              |                    |                      |                                                                                                                                                                                          |  |
| Cash, beginning of period                             |                                              | 41                                |                    | 14,193                    |
|                                                       |                                                        |                                        |                    |                                |                                                                                                                                                                                          |  |  |
|                                                       |                                                        |                              |                    |                                |                                                                                                                                                                                          |  |  |
| Cash, end of period                                   | $                                                      | 125                               | $                  | 5,071                     |
|                                                       |                                                        |                                        |                    |                                | ===========                                                                                                                                                                              |  | =========== |
|                                                       |                                                        |                              |                    |                                |                                                                                                                                                                                          |  |  |
| Supplemental disclosure of cash flow information:     |                                                        |                                        |                    |                                |
|                                                       | Cash paid for:                                         |                                        |                    |                                |                                                                                                                                                                                          |  |
|                                                       |                                                        | Interest                               | $                  | 591                       | $                                                                                                                                                                                        | —     |
|                                                       |                                                        |                                        |                    |                                | ===========                                                                                                                                                                              |  | =========== |
|                                                       |                                                        | Income taxes                           | $                  | —     | $                                                                                                                                                                                        | —     |
|                                                       |                                                        |                                        |                    |                                | ===========                                                                                                                                                                              |  | =========== |

See accompanying notes to financial statements				6

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

**Note 1:  Basis of Presentation**

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

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

Interim financial data presented herein are unaudited.**Note 2:  Development Stage Company**

****

Until May 31, 2004, the Company had been in the development stage. **Note 3:  Components of Inventory**

****

Inventories at November 30, 2005 consist of the following:

> Raw materials 							$							3,795Finished product							110							$							3,905=========

****

**Note 4:  Income Tax**

****

The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes”.  The Company has incurred significant net operating losses since inception resulting in a deferred tax asset, which was fully allowed for; therefore, the net benefit and expense resulted in $-0- income taxes.**Note 5:  Notes Payable to Related Parties**

At May 31, 2005, the Company owed a related party $8,500 for advance made. The advances were noninterest bearing, unsecured and due on demand. During the six months ended November 30, 2005, related parties advanced the Company an additional $36,466.  On November 30, 2005, the balance of $44,966 was converted into unsecured promissory notes bearing interest at 4% per year, which are due on demand. The balance is included in the accompanying condensed financial statements as “Notes Payable to Related Parties” and consist of the following:

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

> Paul Zueger								$								3,105Brian and Lisa Powell								13,972Douglas W. Granger								13,972Bruce Capra								13,917								44,966==========

**Note 6:   Litigation Settlement – Common Stock issuance**

****

During October 2005, the Company entered into a settlement agreement with its former attorney who had sued for back fees.  Pursuant to the agreement, the Company paid Ms. Cudd $9,000 in cash of which $6,000 was for the face amount of the two notes declared in previous filings and $591 was for the accrued interest on the notes and satisfied all obligations relating to the promissory notes payable to her. The Company also delivered to her 50,000 shares of its restricted common stock. The stock issuance was a non-cash transaction and was recorded at the market value of the Company's common stock on the transaction date. The parties have further stipulated for a dismissal with prejudice of any and all litigation pending between them. Stock-based compensation of $15,500 and Other litigation expense of $2,409 were recorded in the accompanying financial statements for the period ended November 30, 2005.****

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****

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

     We raised $29,950 from a small public placement of 119,800 shares of common stock to a total of 31 persons conducted during the period from October 16, 2003, through December 20, 2003, pursuant to a registration statement on Form SB-1 filed under the Securities Act of 1933. We raised $42,600 from a small private placement of 213,000 shares of common stock to a total of 20 persons conducted during the period from January 16 through February 16, 2002.

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     All operational decisions will be made solely by our management. Our management has had limited experience in this business.**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 November 30, 2005.

**Results of Operations**

     Our total product sales were $260 for the three months ended November 30, 2005, compared to $517 for the three months ended November 30, 2004. Our total product sales were $442 for the six months ended November 30, 2005, compared to $724 for the six months ended November 30, 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 $138 in costs of sales for the three months ended November 30, 2005 and $263 for the three months ended November 30, 2004. We had $218 in costs of sales for the six months ended November 30, 2005 and $365 for the six months ended November 30, 2004.

     General and administrative expenses constitute the principal part of our costs of sales and expenses. Our general and administrative expenses were $2,492 for the three months ended November 30, 2005 compared to $6,104 for the three months ended November 30, 2004. Our general and administrative expenses were $38,644 for the six months ended November 30, 2005 compared to $12,053 for the six months ended November 30, 2004.  The principal reason was in professional fees and expenses, particularly legal fees.

     We had a loss from operations of $20,279 for the three months ended November 30, 2005, compared to a loss of $5,850 for the three months ended November 30, 2004. We had a loss from operations of $56,329 for the six months ended November 30, 2005, compared to a loss of $11,694 for the six months ended November 30, 2004. The basic and diluted loss per share was $0.01 for the three months ended November 30, 2005, compared to $0.00 for the three months ended November 30, 2004. The basic and diluted 

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     The principal cause of our loss from operations for the past fiscal quarter was the legal costs and fees attributable to our litigation, which was settled in October, 2005. A substantial part of this loss was a total of $15,500 in stock-based compensation-litigation expense paid to our former legal counsel to settle a lawsuit and $2,409 in other litigation expense. The other causes underlying our operating losses include, primarily, insufficient capital available for the purchase of soap ingredients, packaging materials and soap making equipment, marketing and sales, general and administrative expenses. In addition, we continue to have limited sales and marketing activities during all relevant periods, including insufficient customer traffic to our web site along with an inadequate volume of online purchases.

**Liquidity and Capital Resources**

     Our only source of liquidity remains our operations and our cash on hand. Cash at November 30, 2005 was $125, compared to cash of $5,071 at November 30, 2004. Net Cash used in operating activities was ($30,382) for the six months ended November 30, 2005 compared to net cash used in operating activities of ($9,122) for the six months ended November 30, 2004. Net Cash provided by financing activities was $30,466 for the six months ended November 30, 2005 compared to no net cash provided by financing activities for the six months ended November 30, 2004.  This cash came in the form of loans from our officers and directors.

     We have not been profitable for the last five years, but we continue to attempt to operate very close to a break even. In any case, we try to operate with minimal overhead.

     We cannot guarantee that this will ever become profitable. We continue to have negligible operations. 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.

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

**SEASONALITY**

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

**ACCOUNTING POLICIES AND PRACTICES**

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

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

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

     Cost of Goods Sold. Our cost of goods sold include the cost of raw material, direct labor, and direct material, along with the cost of products we purchase and then resell to our customers.			     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, 2005 we had no research and development expenses.

**Item 3.    Controls and Procedures.**

     Our President (the "Certifying Officer") is responsible for establishing and maintaining disclosure controls and procedures for Rub A Dub Soap. She has concluded, based upon her evaluation of these controls and procedures as of the end of the quarter ended November 30, 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 

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**PART II -- OTHER INFORMATION**

**Item 1.  Legal Proceedings.**

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

**Item 2. Changes in Securities.**

     In October, 2005, we issued 50,000 common shares of restricted stock.**Item 3. Defaults Upon Senior Securities.**			     There has been no default in the payment of principal with respect to Rub A Dub Soap's indebtedness as of the date of this report. In October, 2005, we settled our dispute with our former legal counsel.**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:

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			   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 November 30, 2005, covered by this report.

**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:  January 18, 2006                                                                By:  /s/ Lisa R. Powell              			                                                                                                             Lisa R. Powell, President

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