UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A

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

                For the quarterly period ended February 28, 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)

                   13279 West Ohio Avenue, Lakewood, CO 80228
                   ------------------------------------------
              (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 April 13, 2006,  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 April 10, 2006) was
approximately $114,000.

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


<PAGE>

FORM 10-QSB
3RD QUARTER

                                EXPLANATORY NOTE

         Registrant is filing this  amendment to Form 10-QSB in order to correct
the  explanation  of the purchase  price paid in  connection  with the change of
control that occurred on February 21, 2006,  which is contained in Note 2 to the
Condensed  Financial  Statements.  All  other  data in the  following  financial
statements is the same as the Form 10-QSB filed on April 13, 2006.



                                      INDEX

                                                                            Page
                                                                            ----
 FINANCIAL INFORMATION

   Item 1.  Financial Statements (Unaudited)

   Condensed Balance Sheet at February 28, 2006................................3
   Condensed Statements of Operations for the three and nine months ended
      February 28, 2006 and 2005, and from February 22, 2006 (inception)
      through February 28, 2006................................................4
   Condensed Statement of Changes in Shareholders' Deficit for the nine months
      ended February 28, 2006..................................................5
   Condensed Statements of Cash Flows for the nine months ended February 28,
      2006 and 2005, and from February 22, 2006 (inception) through
      February 28, 2006........................................................6
   Notes to the Condensed Financial Statements.................................7

   Item 6.  Exhibits...........................................................9

Signatures.....................................................................9





                                       2
<PAGE>
                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)
                             Condensed Balance Sheet
                                   (Unaudited)




                                February 28, 2006

                                     Assets



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

                              Shareholders' Deficit

Shareholders' deficit:
    Common stock ........................................                 3,753
    Additional paid-in capital ..........................               222,548
    Accumulated deficit .................................              (218,043)
    Deficit accumulated during development stage (Note 4)                (8,258)
                                                                      ---------

               Total shareholders' deficit ..............             $    --
                                                                      =========



















            See accompanying notes to condensed financial statements

                                        3
<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                                   For the period
                                                          Three Months Ended            Nine Months Ended                from
                                                             February 28,                  February 28,           February 22, 2006
                                                      --------------------------    --------------------------      (inception) to
                                                         2006           2005           2006           2005        February 28, 2006
                                                      -----------    -----------    -----------    -----------    -----------------
<S>                                                   <C>            <C>            <C>            <C>            <C>
Costs and expenses:

   General and administrative expenses .............  $     9,764    $     5,490    $    40,679    $    15,131    $           8,258

   Stock-based compensation
     litigation expense (Note 7) ...................         --             --           15,500           --                   --

   Other litigation expense ........................         --             --            2,409           --                   --
                                                      -----------    -----------    -----------    -----------    -----------------

   Total costs and expenses ........................        9,764          5,490         58,588         15,131                8,258
                                                      -----------    -----------    -----------    -----------    -----------------

   Loss from continuing operations
     before income taxes ...........................       (9,764)        (5,490)       (58,588)       (15,131)              (8,258)

   Provision for income taxes (Note 6) .............         --             --             --             --                   --
                                                      -----------    -----------    -----------    -----------    -----------------

   Net loss from continuing operations .............       (9,764)        (5,490)       (58,588)       (15,131)              (8,258)
                                                      -----------    -----------    -----------    -----------    -----------------

Discontinued operations (Note 3):

   Loss from operations of discontinued component
     (including loss on disposal of -0-), net of tax         (376)          (774)        (7,881)        (2,827)                --
                                                      -----------    -----------    -----------    -----------    -----------------

   Loss on discontinued operations .................         (376)          (774)        (7,881)        (2,827)                --
                                                      -----------    -----------    -----------    -----------    -----------------

Net loss ...........................................  $   (10,140)   $    (6,264)   $   (66,469)   $   (17,958)   $          (8,258)
                                                      ===========    ===========    ===========    ===========    =================

Basic and diluted loss per share ...................  $     (0.00)   $      0.00)   $     (0.02)   $     (0.00)
                                                      ===========    ===========    ===========    ===========

Weighted average common shares outstanding .........    3,752,800      3,702,800      3,719,467      3,702,800
                                                      ===========    ===========    ===========    ===========
</TABLE>






            See accompanying notes to condensed financial statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)
             Condensed Statement of Changes in Shareholders' Deficit
                                   (Unaudited)


                                                                                                           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, 2005 .............................    3,702,800   $     3,703   $   145,897   $  (159,832)   $      --      $   (10,232)
Common stock issued
    in settlement of litigation (Note 7) .....       50,000            50        15,450          --             --           15,500

Disposal of Long-Lived Asset (Note 3) ........         --            --          52,943          --             --           52,943

Contribution by principal shareholder (Note 5)         --            --           8,258          --             --            8,258

Net loss .....................................         --            --            --         (58,211)        (8,258)       (66,469)
                                                -----------   -----------   -----------   -----------    -----------    -----------

Balance at
    February 28, 2006 ........................    3,752,800   $     3,753   $   222,548   $  (218,043)   $    (8,258)   $      --
                                                ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>

















            See accompanying notes to condensed financial statements



                                       5





<PAGE>
<TABLE>
<CAPTION>

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

                                                                                               For the period
                                                               Nine Months Ended                    from
                                                                 February 28,                 February 22, 2006
                                                    --------------------------------------      (inception) to
                                                          2006                  2005          February 28, 2006
                                                    -----------------    -----------------    -----------------
<S>                                                 <C>                  <C>                  <C>
Net cash used in operating activities:
   Continuing operations, net of income taxes ...   $         (24,677)   $         (16,336)   $            --
   Discontinued operations, net of income taxes .              (5,830)                (697)                --
                                                    -----------------    -----------------    -----------------
                                                              (30,507)             (17,033)                --
                                                    -----------------    -----------------    -----------------

   Cash flows from financing activities:
     Proceeds (repayment) of note payable .......              (6,000)               3,500                 --
     Proceeds from related party notes payable ..              36,466                 --                   --
                                                    -----------------    -----------------    -----------------

Net cash provided by financing activities .......              30,466                3,500                 --
                                                    -----------------    -----------------    -----------------

Net change in cash and cash equivalents .........                 (41)             (13,533)                --

Cash, beginning of period .......................                  41               14,193                 --
                                                    -----------------    -----------------    -----------------

Cash, end of period .............................   $            --      $             660    $            --
                                                    =================    =================    =================

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





            See accompanying notes to condensed financial statements



                                       6
<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,  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: Change of Control and Disposal of Business

On February 21, 2006, the controlling  shareholder,  Ms. Powell,  sold 2,800,000
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, paid to Ms. Powell. In addition,  Halter Capital Corporation
paid a total of  $514,495 to various  parties at the  direction  of Ms.  Powell,
which  included  approximately  $57,500  to pay all  existing  debts  and  other
obligations of the Company.  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.



                                       7
<PAGE>

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



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 $8,258 loss recognized by
the Company from February 22, 2006 through February 28, 2006, is included in the
accompanying  condensed  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  quarter to which  this  quarterly  report  applies,  the  principal
shareholder  incurred  certain  legal  expenses  on behalf of the  Company.  The
expenses,  totaling $8,258 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.


Note 7: 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 February 28, 2006.

Note 8:   Subsequent Events

On March 16, 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  that  will  become   effective   April  17,  2006.  To   effectuate   the
reincorporation, on April 4, 2006 the Company merged with newly formed Rub a Dub
Soap, Inc., incorporated in the State of Nevada.







                                       8
<PAGE>

Item 6. Exhibits

         (a) The exhibits  required by Item 601 of Regulation  S-B, as described
in the following index of exhibits, are 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.



                                   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: November 13, 2006                          By: /s/ Kevin Halter, Jr.
                                                    ----------------------------
                                                    Kevin Halter, Jr., President


















                                        9