U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

(Mark One)

[X]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF1934

         For the fiscal year ended May 31, 2007.

[_]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the transition period from _______________ to ______________

                        Commission file number 000-52142

                              Rub A Dub Soap, Inc.
                 (Name of small business issuer in its charter)

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

     2591 Dallas Parkway, Suite 102                                 75034
             Frisco, Texas                                       (Zip Code)
(Address of principal executive offices)

     Issuer's telephone number, including area code: (972) 963-0000

Securities registered under Section 12(b) of the Exchange Act:  None.

Securities registered under Section 12(g) of the Exchange Act: Common stock, par
value $0.001.

     Check whether the issuer is not required to file report pursuant to Section
13 or 15(d)of the Exchange Act. [ ]

     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 [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

     The registrant's revenues for its most recent fiscal year were $ -0-

     The   aggregate   market   value  of  the  voting   common  stock  held  by
non-affiliates  of the issuer,  based on the average bid and asked price of such
stock  was  $443,052  at June  15,  2007.  At July 3,  2007 the  registrant  had
outstanding 430,282 shares of $.001 par value common stock.

     Transitional Small Business Disclosure Format: Yes [ ] No [X]






<PAGE>






                              RUB A DUB SOAP, INC.

                                TABLE OF CONTENTS

                                                                            Page




PART I                                                                         1



   Item 1.  Description of Business                                            1


   Item 2.  Description of Property                                            3


   Item 3.  Legal Proceedings                                                  4


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



PART II                                                                        4



   Item 5.  Market for Common Equity and Related Stockholder Matters           4


   Item 6.  Management's Discussion and Analysis or Plan of Operation          6


   Item 7.  Financial Statements                                               9


   Item 8.  Changes In and Disagreements with Accountants on Accounting and
            Financial Disclosure                                               9


   Item 8A.  Controls and Procedures                                           9



PART III                                                                      10



   Item 9.  Directors, Executive Officers, Promoters and Control Persons;
            Compliance With Section 16(a) of the Exchange Act                 10


   Item 10.  Executive Compensation                                           11


   Item 11.  Security Ownership of Certain Beneficial Owners and Management   11


   Item 12.  Certain Relationships and Related Transactions                   12


   Item 13.  Exhibits and Reports on Form 8-K                                 12


   Item 14.  Principal Accountant Fees and Services.                          13






<PAGE>

                  CAUTION REGARDING FORWARD LOOKING INFORMATION

     This report (the "Report") contains  forward-looking  statements within the
meaning  of  Section  27A of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  including,   without  limitation,   statements
regarding our  expectations,  beliefs,  intentions or future strategies that are
signified by the words "expect,"  "anticipate,"  "intend,"  "believe" or similar
language.  All  forward-looking  statements included in this report are based on
information  available to us on the date hereof,  and we assume no obligation to
update  any  such  forward-looking   statements.   Our  business  and  financial
performance are subject to substantial risks and  uncertainties.  Actual results
could differ materially from those projected in the forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements.

     References  in  this  Report  to  "Rub  A Dub  Soap,"  the  "company,"  the
"registrant,  "we,"  "our"  and "us"  refer to Rub A Dub  Soap,  Inc.,  a Nevada
corporation.



                                     PART I



Item 1. Description of Business

     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 2,800,000 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.

Business of the Issuer

General

     We  commenced  operations  in  January  2002  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 featured on
our web site  located at  http://www.rubadubsoaps.com,  expert  information  and
superior  customer  service.  We have had very limited sales and a net loss from
operations for the fiscal years ended May 31, 2004, 2005 and 2006. Our objective
was to become a leading online retailer of handmade, natural, herbal soaps, gift
baskets and other products, such as soap molds and soap cutting equipment.  With
the  change in  control  on  February  21,  2006,  the  previous  soap  business
operations of the Company were discontinued.

Future Business

     The Company currently has no sources of revenue and its cash flow needs are
dependent on loans from management and stockholders.





                                       1
<PAGE>

     The Company's  principal  business  currently is to locate and consummate a
merger or acquisition  with a private entity.  Because of the Company's  current
status having insubstantial assets and no recent operating history, in the event
the  Company  does  successfully  acquire  or merge with an  operating  business
opportunity,   it  is  likely  that  the  Company's  current  shareholders  will
experience dilution, resulting in a change in control of the Company.

     The Company  files with the  Securities  and  Exchange  Commission  certain
interim and periodic  reports  including  an annual  report  containing  audited
financial  statements.  The Company  intends to continue to file these  periodic
reports under the Securities Exchange Act of 1934.

     Business of Issuer.  There can be no  assurance  that the Company will have
the ability to acquire or merge with an operating business, business opportunity
or property that will be of material value to the Company.  Management  plans to
investigate,  research and, if justified,  potentially acquire or merge with one
or more  businesses  or  business  opportunities.  Management  will  have  broad
discretion in its search for and  negotiations  with any  potential  business or
business opportunity.

     Sources of  Business  Opportunities.  The  Company  intends to use  various
sources  in its  search  for  potential  business  opportunities  including  its
officers   and   directors,    consultants,    special   advisors,    securities
broker-dealers,  venture  capitalists,  members of the  financial  community and
others who may present  management  with  unsolicited  proposals.  To date,  the
Company has not engaged nor had any prospective  consultants for these purposes.
The  Company  doe not  intend to  restrict  its search to any  specific  kind of
industry or  business.  The Company may  investigate  and  ultimately  acquire a
venture  that  is in  its  preliminary  or  development  stage,  is  already  in
operation,  or in various  stages of its corporate  existence  and  development.
Management  cannot  predict at this time the status or nature of any  venture in
which the Company may  participate.  A potential  venture might need  additional
capital or merely  desire to have its shares  publicly  traded.  The most likely
scenario for a possible  business  arrangement would involve the acquisition of,
or merger with, a non-public  operating  business that does not need  additional
capital.

     Evaluation.  Once the Company has identified a particular non-public entity
as a  potential  acquisition  or  merger  candidate,  management  will  seek  to
determine  whether  acquisition  or  merger  is  warranted  or  whether  further
investigation  is  necessary.  Such  determination  will  generally  be based on
management's  knowledge  and  experience,  or with  the  assistance  of  outside
advisors and  consultants  evaluating the preliminary  information  available to
them. Management may elect to engage outside independent  consultants to perform
preliminary analysis of potential business  opportunities.  However,  because of
the  Company's  limited  capital,  it may not have  the  necessary  funds  for a
complete  and  exhaustive  investigation  of  any  particular  opportunity.   In
evaluating such potential business opportunities,  the Company will consider, to
the extent  relevant to the  specific  opportunity,  several  factors  including
potential  benefits  to the  Company  and  its  shareholders;  working  capital,
financial  requirements  and  availability of additional  financing;  history of
operation,  if any;  nature of present  and  expected  competition;  quality and
experience of management; need for further research, development or exploration;
potential for growth and  expansion;  potential  for profits;  and other factors
deemed  relevant to the specific  opportunity.  Because the Company has not made
any agreement for a specific business  opportunity as of the date hereof,  there
are certain  unidentified risks that cannot be adequately expressed prior to the
identification  of a specific  business  opportunity.  There can be no assurance
following  consummation of any  acquisition or merger that the business  venture
will develop into a going concern or, if the business is already operating, that
it  will  continue  to  operate  successfully.  Many of the  potential  business
opportunities  available to the Company may involve new and  untested  products,
processes or market strategies which may not ultimately prove successful.

     Form of  Potential  Acquisition  or Merger.  The Company  cannot  currently
predict  the  manner in which it might  participate  in a  prospective  business
opportunity.  Each separate potential opportunity will be reviewed and, upon the
basis of that review, a suitable legal structure or method of participation will
be chosen. The particular manner in which the Company participates in a specific
business  opportunity  will  depend  upon the  nature of that  opportunity,  the
respective  needs and desires of the Company and management of the  opportunity,
and  the  relative  negotiating   strength  of  the  parties  involved.   Actual
participation  in a  business  venture  may take the form of an asset  purchase,
lease,  joint venture,  license,  partnership,  stock purchase,  reorganization,
merger or consolidation.  The Company may act directly or indirectly  through an
interest in a partnership,  corporation, or other form of organization; however,
the Company does not intend to participate in opportunities through the purchase
of minority stock positions.


                                       2
<PAGE>


     Because of the Company's  current  status,  it is likely that any potential
merger or acquisition with another operating  business will require  substantial
dilution of the Company's existing shareholders. There could also be a change in
control of the  Company,  with the  incoming  owners of the  targeted  merger or
acquisition  candidate  taking over control of the Company.  Management  has not
established  any  guidelines  as to the  amount  of  control  it will  offer  to
prospective business opportunity  candidates,  since this issue will depend to a
large degree on the economic  strength and  desirability of each candidate,  and
relative bargaining power of the parties.  However,  management will endeavor to
negotiate the best possible terms for the benefit of the Company's  shareholders
as the case arises.

     If a private sale of the Company's  securities is deemed appropriate in the
future, management will endeavor to acquire funds on the best terms available to
the Company. However, there can be no assurance that the Company will be able to
obtain funding when and if needed,  or that such funding,  if available,  can be
obtained on terms reasonable or acceptable to the Company.

     In the event of a successful  acquisition or merger, a finder's fee, in the
form of cash or securities of the Company,  may be paid to persons  instrumental
in facilitating the transaction. The Company has not established any criteria or
limits  for the  determination  of a  finder's  fee,  although  most  likely  an
appropriate  finder's fee will be negotiated between the parties,  including the
potential business opportunity candidate, based upon economic considerations and
reasonable  value as estimated and mutually  agreed at that time. A finder's fee
would generally be payable upon completion of the proposed acquisition or merger
in the normal case, and management does not contemplate any other arrangement at
this time. Management has not actively undertaken a search for, or retention of,
any finder's fee  arrangement  with any person.  It is possible that a potential
merger or acquisition candidate would have its own finder's fee arrangement,  or
other similar business  brokerage or investment banking  arrangement,  whereupon
the terms may be  governed by a  pre-existing  contract,  and in such case,  the
Company may be limited in its ability to affect the terms of compensation.

Competition

     The Company will face  competition in its desire to merge with an operating
company from other small public  companies  with similar  objectives.  In recent
years, an increasing  number of companies have avoided the  traditional  initial
public offering process in favor of a reverse merger with a public entity having
assets  and  businesses  ranging  from  nothing  to  substantial   revenues  and
operations.  The  Company  believes  that its history as an  operating  company,
subsequent  attempts to engage in a new business,  and its current balance sheet
will enable it to achieve a reverse  merger with fewer  regulatory  hurdles than
could be  accomplished  by a "blank  check" public  company  having no assets or
operating history.

Additional Information

     We are subject to the  informational  requirements of the Exchange Act and,
in accordance with the Exchange Act, we file reports, proxy statements and other
information,  including  annual reports on Form 10-KSB and quarterly  reports on
Form 10-QSB,  with the SEC.  Reports and other  information  that we file can be
inspected and copied at the public reference facilities maintained at the SEC at
Room 1024, 450 Fifth Street,  N.W.,  Washington,  D.C.,  20549.  Copies of these
materials  can be obtained  upon written  request  addressed to the SEC,  Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.  The  public  may  obtain  information  on the  operation  of the  Public
Reference Section by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
web site on the Internet where  reports,  proxy and  information  statements and
other  information  regarding  issuers  that  file  electronically  with the SEC
through the  Electronic  Data  Gathering,  Analysis and Retrieval  System may be
obtained free of charge. The address of the site is http://www.sec.gov.


Item 2. Description of Property

     Our offices are located at 2591 Dallas Parkway,  Suite 102, Frisco,  Texas,
75034,  which are the offices of Halter  Capital  Corporation,  our  controlling
shareholder.  We are not  obligated  for  any  rent  expense.  The  offices  are
furnished to us on a rent-free basis.




                                       3
<PAGE>

Item 3. Legal Proceedings

     As of the date of this  report,  we know of no other legal  proceedings  to
which we are a party or to which any of our property is the  subject,  which are
pending, threatened or contemplated, or any unsatisfied judgments against us.


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

     None

                                     PART II


Item 5. Market for Common Equity and Related Stockholder Matters

Market Information

     Our common stock is traded on the NASD's  Over-the-Counter  Bulletin  Board
under the symbol "RUBD".

     The following table sets forth,  for the quarters  indicated,  the range of
closing  high and low bid prices of our  common  stock as  reported  by the NASD
Over-the-Counter  Bulletin Board, as adjusted for all previously  effected stock
splits.

     The  quotations  reflect   inter-dealer   prices  without  retail  mark-up,
mark-down or commission, and may not represent actual transactions.

Quarter Ended:

 2007                  High            Low
 ----                  ----            ---

May  31              $  12.00        $ 10.00
Feb. 28                 11.00          10.95

 2006
 ----

Nov. 30                 7.50           2.10
Aug. 31                 3.00           3.00
May  31                 --             --
Feb. 28                 --             --

 2005
 ----

Nov. 30                 --             --
Aug. 31                 --             --

Holders

     As of June 15, 2007, we had 47  stockholders of record holding an aggregate
of 430,282 issued and outstanding shares of our common stock.

Dividends

     We have never paid any  dividends,  and we do not  anticipate  any stock or
cash dividends on our common stock in the foreseeable future.

The Securities Enforcement and Penny Stock Reform Act of 1990

     The  Securities  Enforcement  and Penny Stock  Reform Act of 1990  requires
additional  disclosure and  documentation  related to the market for penny stock
and for trades in any stock  defined  as a penny  stock.  Unless we can  acquire
substantial  assets  and trade at over  $5.00  per share on the bid,  it is more
likely than not that our securities,  for some period of time,  would be defined
under  that  Act as a  "penny  stock."  As a  result,  those  who  trade  in our
securities may be required to provide  additional  information  related to their
fitness to trade our shares.  These requirements present a substantial burden on
any person or brokerage firm who plans to trade our securities and would thereby
make it  unlikely  that any  liquid  trading  market  would  ever  result in our
securities  while  the  provisions  of this  Act  might be  applicable  to those
securities.


                                       4
<PAGE>

     Any  broker-dealer  engaged by the purchaser for the purpose of selling his
or her  shares  in us will be  subject  to Rules  15g-1  through  15g-10  of the
Securities  and Exchange  Act.  Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny stock.

     The penny stock rules require a broker-dealer,  prior to a transaction in a
penny stock not  otherwise  exempt from those rules,  to deliver a  standardized
risk disclosure document prepared by the Commission, which:

     o    contains a  description  of the nature and level of risk in the market
          for penny stocks in both public offerings and secondary trading;

     o    contains a  description  of the  broker's  or  dealer's  duties to the
          customer and of the rights and remedies available to the customer with
          respect to a  violation  to such duties or other  requirements  of the
          Securities Act of 1934, as amended;

     o    contains a brief,  clear,  narrative  description  of a dealer market,
          including "bid" and "ask" prices for penny stocks and the significance
          of the spread between the bid and ask price;

     o    contains a toll-free  telephone  number for inquiries on  disciplinary
          actions;

     o    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     o    contains  such  other  information  and  is in  such  form  (including
          language,  type,  size and  format)  as the  Securities  and  Exchange
          Commission shall require by rule or regulation;

     The broker-dealer also must provide,  prior to effecting any transaction in
a penny stock, to the customer:

     o    the bid and offer quotations for the penny stock;

     o    the  compensation  of the  broker-dealer  and its  salesperson  in the
          transaction;

     o    the number of shares to which such bid and ask prices apply,  or other
          comparable  information  relating  to the depth and  liquidity  of the
          market for such stock; and

     o    monthly  account  statements  showing  the market  value of each penny
          stock held in the customer's account.

     In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written  determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written  acknowledgment of the receipt
of a risk disclosure  statement,  a written agreement to transactions  involving
penny stocks,  and a signed and dated copy of a written  suitability  statement.
These  disclosure  requirements  will have the effect of  reducing  the  trading
activity  in the  secondary  market for our stock  because it will be subject to
these penny stock rules.  Therefore,  stockholders  may have difficulty  selling
their securities.

Recent Sales of Unregistered Securities

     None

Item 6. Management's Discussion and Analysis or Plan of Operation

Results of Operations

     During the fiscal year ended May 31, 2007,  we  generated  revenues of $-0-
compared to $-0- for the year ended May 31, 2006.

     For the fiscal year ended May 31,  2007,  we incurred a net loss of $30,710
or $.08 per share,  versus a net loss of $72,469 or $0.19 per share for the year
ended  May 31,  2006.  Said  losses  were due to  professional  and  legal  fees
associated with the Public Company.

Discontinued Operations

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


                                       5
<PAGE>

     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 Company's financial statements in discontinued  operations,  for all periods
presented.
     Discontinued operations consists of the following:

                                                    Year Ended      Year Ended
                                                   May 31, 2007    May 31, 2006
                                                   ------------    ------------
         Revenues                                  $     -         $        442
         Expenses                                        -               (8,323)
                                                   ------------    ------------
         Loss from discontinued operations         $     -         $     (7,881)
                                                   ============    ============
Plan of Operations

     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

     Our net cash and cash equivalents were $-0- as of May 31, 2007, compared to
$-0- as of May 31, 2006.

     Net cash used in continuing  operating activities totaled $30,710 as of May
31, 2007. Net cash used in continuing  operating  activities was $46,742 for the
year ended May 31, 2006.  Cash used in operating  activities  for both years was
used to pay legal and accounting fees associated with the public Company.

     Our net cash  provided  by  financing  activities  was $30,710 for the year
ended May 31, 2007, compared to $46,701 for the year ended May 31, 2006.

     For the fiscal year ended May 31,  2007,  the  principal  shareholder  paid
certain legal and  accounting  expenses on behalf of the Company.  The expenses,
totaling  $30,710 were  recorded as general and  administrative  expenses with a
corresponding credit to paid-in capital.

Future Obligations

     The  Company  has  no   indebtedness   or  future   contractual   financial
obligations.

Recent Accounting Pronouncements

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.


                                       6
<PAGE>

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.

In  September  2006,  the FASB issued FASB  Statement  No. 157.  This  Statement
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles (GAAP), and expands disclosures about
fair  value   measurements.   This  Statement  applies  under  other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those  accounting  pronouncements  that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement  will change  current  practices.  This  Statement  is  effective  for
financial statements for fiscal years beginning after November 15, 2007. Earlier
application is permitted  provided that the reporting  entity has not yet issued
financial  statements for that fiscal year.  Management  believes this Statement
will have no impact on the financial statements of the Company once adopted.

In December  2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2,
"Accounting for Registration Payment  Arrangements" ("FSP EITF 00-19-2"),  which
specifies  that the contingent  obligation to make future  payments or otherwise
transfer consideration under a registration payment arrangement,  whether issued
as a separate agreement or included as a provision of a financial  instrument or
other agreement, should be separately recognized and measured in accordance with
SFAS No. 5,  "Accounting  for  Contingencies".  FSP EITF 00-19-2  also  requires
additional   disclosure   regarding  the  nature  of  any  registration  payment
arrangements,  alternative  settlement methods,  the maximum potential amount of
consideration  and the current  carrying  amount of the  liability,  if any. The
guidance in FSP EITF 00-19-2  amends FASB  Statements No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and No. 150,  "Accounting for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity", and FASB Interpretation No. 45, "Guarantor's  Accounting and Disclosure
requirement for  Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others", to include scope exceptions for registration payment arrangements.  FSP
EITF 00-19-2 is effective  immediately for registration payment arrangements and
the financial instruments subject to those arrangements that are entered into or
modified  subsequent  to the  issuance  date  of  this  FSP,  or  for  financial
statements  issued for fiscal years  beginning  after  December  15,  2006,  and
interim periods within those fiscal years, for registration payment arrangements
entered  into prior to the  issuance  date of this FSP. The Company is currently
evaluating the impact, if any, on the Company's financial  position,  results of
operations or cash flows.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and Financial  Liabilities-including  an amendment of FAS 115"
(Statement 159).  Statement 159 allows entities to choose, at specified election
dates, to measure  eligible  financial assets and liabilities at fair value that
are not otherwise required to be measured at fair value. If a company elects the
fair value  option for an  eligible  item,  changes in that item's fair value in
subsequent  reporting periods must be recognized in current earnings.  Statement
159 is effective  for fiscal years  beginning  after  November 15, 2007.  We are
currently  evaluating  the  potential  impact of Statement  159 on our financial
statements. We do not expect the impact will be material.

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected  to  have a  material  impact  on the  consolidated  financial
statements upon adoption.


Significant Accounting Policies and 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.


                                       7
<PAGE>

     Our financial  statements  have been prepared in accordance  with generally
accepted accounting principles, which require us to make estimates and judgments
that affect the reported amounts of assets,  liabilities,  revenues and expenses
and the related disclosures.  A summary of these significant accounting policies
can be found in the Notes to Consolidated  Financial Statements included in this
Form 10-KSB.  The  estimates  used by management  are based upon our  historical
experiences  combined  with  management's  understanding  of  current  facts and
circumstances.  Certain of our accounting  policies are  considered  critical as
they are both  important to the  portrayal of our  financial  condition  and the
results of our  operations and require  significant or complex  judgments on our
part.


Item 7. Financial Statements

     Our Financial  Statements and the related notes are set forth commencing on
F-1 attached hereto.


Item 8.  Changes  In  and  Disagreements  with  Accountants  on  Accounting  and
     Financial Disclosure

     On June  30,  2006,  Registrant  filed  a Form  8-K  reporting  that it had
dismissed  Cordovano & Honeck as its auditors and had replaced them with Sherb &
Co.,  LLP.  There were no  disagreements  with prior  audits  described  in such
report.



Item 8A. Controls and Procedures

Introduction

     "Disclosure  Controls  and  Procedures"  are defined in Exchange  Act Rules
13a-15(e)  and  15d-15(e) as the controls and  procedures  of an issuer that are
designed to ensure that  information  required to be  disclosed by the issuer in
the  reports  that it files or  submits  under the  Exchange  Act are  recorded,
processed,  summarized,  and reported,  within the time period  specified by the
SEC's rules and forms.  Disclosure  Controls  and  Procedures  include,  without
limitation, controls and procedures designed to ensure that information required
to be disclosed  by an issuer in the reports that it files or submits  under the
Exchange  Act  is  accumulated  and  communicated  to the  issuer's  management,
including its principle executive and principal financial officers.

     "Internal  Control  Over  Financial  Reporting"  is defined in Exchange Act
Rules 13a-15(f) and 15d-15(f) as a process designed by, or under the supervision
of, an issuer's principal executive and principal financial officers, or persons
performing  similar  functions,  and effected by an issuer's board of directors,
management,  and other personnel,  to provide reasonable assurance regarding the
reliability of financial  reporting and the preparation of financial  statements
for  external  purposes  in  accordance  with  generally   accepted   accounting
principles and includes  those  policies and procedures  that (1) pertain to the
maintenance of records that in reasonable  detail  accurately and fairly reflect
the transactions and disposition of an issuer; (2) provide reasonable  assurance
that  transactions are recorded as necessary to permit  preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and  expenditures  of the issuer are being made only in accordance with
authorizations  of  management  and  directors  of the  issuer;  and (3) provide
reasonable  assurance  regarding  prevention or timely detection of unauthorized
acquisition,  use,  or  disposition  of the  issuer's  assets  that could have a
material adverse effect on the financial statements.

     We have  endeavored to design our  Disclosure  Controls and  Procedures and
Internal Controls over Financial Reporting to provide reasonable assurances that
their objectives will be met. A control system,  no matter how well designed and
operated,  can provide only  reasonable,  but not absolute,  assurance  that its
objectives will be met. All control systems are subject to inherent limitations,
such as resource constraints,  the possibility of human error, lack of knowledge
or  awareness,  and  the  possibility  of  intentional  circumvention  of  these
controls.  Furthermore, the design of any control system is based, in part, upon
assumptions  about  the  likelihood  of future  events,  which  assumptions  may
ultimately prove to be incorrect.  As a result, we cannot assure you our control
system will detect every error or instance of fraudulent  conduct,  including an
error or  instance of  fraudulent  conduct  which could have a material  adverse
impact on our operations or results.

Changes in Internal Control over Financial Reporting

     During the fiscal  year  ended May 31,  2007,  there were no changes in our
Internal Control Over Financial  Reporting that has materially  affected,  or is
reasonably  likely to materially  affect,  our Internal  Control Over  Financial
Reporting.


                                       8
<PAGE>

Evaluation of Disclosure Controls and Procedures

     The Company's  management,  with the  participation  of our Chief Executive
Officer and Chief  Financial and  Accounting  Officer,  whom are related to each
other and are the sole officers and employees,  have evaluated the effectiveness
of our  Disclosure  Controls and  Procedures  as of May 31, 2006.  Based on this
evaluation,  our Chief  Executive  Officer and Chief  Financial  and  Accounting
Officer have concluded  that, as of May 31, 2007,  our  Disclosure  Controls and
Procedures  were  designed to ensure that material  information  relating to the
Company is made known to our Chief  Executive  Officer and Chief  Financial  and
Accounting Officer by others with in the Company, particularly during the period
in which this report was being prepared.


                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
     With Section 16(a) of the Exchange Act

Directors and Executive Officers

     Set forth  below are the  names,  ages,  positions  with Rub A Dub Soap and
business experience of our directors and executive officers.

     Name             Age      Positions with Company       Date of Commencement
     ----             ---      ----------------------       --------------------
Kevin B. Halter, Jr.  46    President and Director, Chief   February 2006
                            Executive Officer
Pam J. Halter         52    Secretary, Treasure, Director   February 2006
                            and Chief Financial Officer

     Pam J. Halter is the step-mother of Kevin B. Halter, Jr.

Business Experience

     Kevin B. Halter,  Jr. has served as President and Director  since  February
21, 2006. Since 1987, he has been President of Securities Transfer  Corporation,
an SEC  registered  stock  transfer  company.  He has been a vice  president and
director of Halter Capital  Corporation  since 1987. From August 4, 1998,  until
February 27, 2004,  he was a Director and  Secretary-Treasurer  of Millennia Tea
Masters,  Inc., now known as VoIP, Inc. From January 31, 2005,  until March 2005
he was President and a Director of Meditech, Inc., now known as Deli Solar (USA)
Inc.  From March 30,  2005,  until  January 30,  2006,  he was  President  and a
Director of Strong Technical, Inc., now known as Zhongpin, Inc. From October 18,
2005,  until  December  7, 2005,  he was  President  and a  Director  of General
Devices, Inc.

     Pam J. Halter has served as  Secretary  and  Director of the Company  since
February 21, 2006. Since 2000 she has been the President,  CEO and a director of
Thoroughbreds,  Inc. From March 2000 until March 2003, Ms. Halter was President,
CEO and a director of  Doblique,  Inc.,  a company  engaged in the  thoroughbred
racing  business.  From  October 18,  2005,  until  December 7, 2005,  she was a
Director and Secretary-Treasurer of General Devices, Inc. From January 30, 2005,
until  January 30, 2006,  she was a Director and  Secretary-Treasurer  of Strong
Technical, Inc., now known as Zhongpin, Inc.

     General Devices, Inc., Strong Technical, Inc., Meditech, Inc. and Rub A Dub
Soap, Inc. were all publicly traded shell companies,  whose control was acquired
by Halter  Capital  Corporation  for the purpose of combining  with an operating
business without the need to do a traditional initial public offering.

General

     Directors hold office until the next annual meeting of our stockholders and
until their  successors  have been  elected and qualify.  Officers  serve at the
pleasure of the Board of Directors.  Mr. Halter devotes approximately 10% of his
time to our business and affairs.  Ms. Halter is expected to devote such time to
our business and affairs as is necessary to perform her  responsibilities  as an
officer  and  director  of Rub A Dub  Soap.  Set  forth  below  under  "Business
Experience"  is a  description  of the  business  experience  of  our  executive
officers and directors.  No organization with which Mr. Halter and Ms. Halter is
or has been previously employed,  affiliated or otherwise associated,  is or has
been affiliated with us.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section  16(a) of the  Exchange Act  requires  our  executive  officers and
directors, and persons who own more than 10% of a registered class of our equity
securities,  to file with the SEC initial statements of beneficial  ownership on
Form 3, reports of changes in ownership on Form 4 and annual reports  concerning
their  ownership on Form 5. Executive  officers,  directors and greater than 10%
stockholders  are required by SEC  regulations  to furnish us with copies of all



                                       9
<PAGE>

Section  16(a) reports they file.  To the best of our  knowledge,  our executive
officers,  directors and greater than 10% beneficial owners of our common stock,
have  complied  with the Section  16(a) filing  requirements  applicable to them
during the fiscal year ended May 31, 2006.

Corporate Governance

     The Board maintains no separate audit committee or compensation  committee.
The Board of Directors performs such functions.



Item 10. Executive Compensation

     The Company has paid no compensation  to its officers and directors  during
the past three fiscal years.

Compensation.

Indemnification

     Our Articles of Incorporation  include provisions to indemnify our officers
and directors and other persons against expenses,  judgments,  fines and amounts
paid in settlement in connection with threatened,  pending or completed suits or
proceedings  against  those  persons by reason of  serving  or having  served as
officers,  directors or in other capacities,  except in relation to matters with
respect to which they shall be determined not to have acted in good faith and in
the best  interests  of Rub A Dub Soap.  With respect to matters as to which our
officers,  directors and others are  determined  to be liable for  misconduct or
negligence,  including gross  negligence,  in the performance of their duties to
Rub A Dub Soap, our Articles of Incorporation  provide for indemnification  only
to the extent  that the court in which the action or suit is brought  determines
that the person is fairly and reasonably  entitled to indemnification  for those
expenses that the court deems proper. Insofar as indemnification for liabilities
arising  under the  Securities  Act may be permitted  to officers,  directors or
persons controlling us pursuant to the foregoing, we have been informed that, in
the  opinion of the  Securities  and  Exchange  Commission,  indemnification  is
against  public  policy as  expressed  in the  Securities  Act of 1933,  and is,
therefore, unenforceable.

Compensation of Directors

     We have no standard arrangements for compensating our directors.



Item 11. Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth certain information  regarding the ownership
of our common stock as of June 15, 2006, by each  stockholder  known by us to be
the beneficial owner of more than 5% of our outstanding  shares of common stock,
each director and executive officer and all directors and executive  officers as
a group.  Under the General Rules and Regulations of the SEC, a person is deemed
to be the  beneficial  owner of a security if the person has or shares the power
to vote or direct the  voting,  or dispose  or direct  the  disposition,  of the
security.  Each  stockholder  named in the table has sole voting and  investment
power with respect to the shares beneficially owned.

                                             Shares
      Name and Address of                Beneficially     Percent
       Beneficial Owner                      Owned        of Class
       ----------------                      -----        --------

Kevin B. Halter, Jr.                        195,001         45.3
2591 Dallas Parkway, Suit 102
Frisco, Texas  75034

Pam J. Halter                                  0             0
2591 Dallas Parkway, Suite 102
Frisco, Texas  75034

Halter Capital Corporation                  280,002         65.1
2591 Dallas Parkway, Suite 102
Frisco, Texas  75034+

All Executive Officers and                  280,002         65.1
Directors as a Group (two persons)

     Kevin B. Halter, Jr. owns 50% of Halter Capital Corporation;  50% of Halter
Capital  Corporation's  stock  ownership  is  included in his  holdings,  namely
140,001 shares.


                                       10
<PAGE>

     As of June 15, 2007,  there were 430,282  shares of common stock issued and
outstanding.  We have no compensation plans (including  individual  compensation
arrangements)  under  which  shares  of our  common  stock  are  authorized  for
issuance.


Item 12. Certain Relationships and Related Transactions

     None.



Item 13. Exhibits and Reports on Form 8-K

     (a) The exhibits  required by Item 601 of  Regulation  S-B, as described in
the  following  index of exhibits,  are  incorporated  by reference in, or filed
with, this Report, as follows:

         Item
        Number                              Description
        ------                              -----------




     *3.1      Articles  of  Incorporation  of Rub A Dub  Soap,  Inc.,  a Nevada
               corporation.

     *3.2      Bylaws of Rub A Dub Soap, Inc., a Nevada corporation

     14.0      Code of Ethics.  (incorporated  by  reference  to Exhibit 14.0 to
               Form 10-KSB for year ended May 31, 2004)


    *31.1      Certification of Chief Executive Officer under Section 302 of the
               Sarbanes-Oxley Act of 2002.

    *31.2      Certification of the Chief Financial Officer under Section 302 of
               the Sarbanes-Oxley Act of 2002.

    *32.1      Certification  of Chief  Executive  Officer  under 18 U.S.C.  ss.
               1350,  as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
               Act of 2002.

    *32.2      Certification  of Chief  Financial  Officer  under 18 U.S.C.  ss.
               1350,  as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
               Act of 2002.

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



Item 14. Principal Accountant Fees and Services.

     The  Board  of  Directors  appointed  Sherb  & Co.,  LLP  as the  Company's
independent  auditors for 2007.  Such auditors  assumed their duties on June 30,
2006, when they replaced Cordovano & Honeck, LLP as auditors.

     Audit  Fees - Sherb & Co,  LLP fees for the  review  of  interim  financial
statements  for the  quarters  ended  August 31,  2006,  November  30,  2006 and
February  28, 2007 were $1,500 per  quarter.  Fees for the year end audit of May
31,  2006 were  $7,500.  Fees for the  current  year ended May 31,  2007 will Be
billed at $7,500.




                                       11
<PAGE>






                              RUB A DUB SOAP, INC.

                          Index to Financial Statements






                                                                            Page
                                                                            ----


Reports of Independent Registered Public Accounting Firm                     F-2

Balance Sheet                                                                F-3

Statements of Operations                                                     F-4

Statement of Changes in Shareholders' Equity                                 F-5

Statement of Cash Flows                                                      F-6

Notes to Financial Statements                                                F-7






















                                      F-1
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Stockholders
Run a Dub Soap, Inc.

We have  audited  the  accompanying  balance  sheet of Rub a Dub Soap,  Inc.  (a
development  stage  company) as of May 31, 2007 and the  related  statements  of
operations,  stockholders' equity and cash flows for the years ended May 31 2007
and  2006 and for the  period  from  February  22,  2006  through  May 31,  2007
(development stage period). These financial statements are the responsibility of
Rub a Dub Soap, Inc.'s  management.  Our responsibility is to express an opinion
on these financial statements based on our audits.

We conducted  our audits in  accordance  with  standards  of the Public  Company
Accounting Oversight Board (United States). These standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material  misstatement.  An audit includes examining on a
test basis  evidence  supporting  the amounts and  disclosures  in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management  as well as  evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly we express no such opinion. An audit includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Rub a Dub Soap, Inc. as of May
31,  2007 and the  results  of its  operations  and its cash flows for the years
ended May 31 2007 and 2006 and for the period from February 22, 2006 through May
31, 2007  (development  stage period) in conformity with  accounting  principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Rub A Dub
Soap,  Inc.  will  continue as a going  concern.  As  discussed in Note 4 to the
financial  statements,  Rub A Dub Soap, Inc. is a development stage company that
has suffered  recurring  losses from  operations that raises  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these matters are also  described in Note 5. The financial  statements do not
include any adjustments that might result from the outcome of this uncertainty.



/s/ Sherb & Co., LLP

Sherb & Co., LLP
New York, New York
July 2, 2007






                                            F-2

<PAGE>



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





                                  May 31, 2007

                                     Assets



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

                              Stockholders' Equity

Stockholders' equity:
    Common stock,$.001 par value. Authorized 100,000,000
        Shares, issued and outstanding 430,282 shares...                    430
    Additional paid-in capital .........................                262,581
    Accumulated deficit ................................               (218,043)
    Deficit accumulated during development stage .......               ( 44,968)
                                                                      ---------

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































                 See accompanying notes to financial statements


                                       F-3


<PAGE>
<TABLE>
<CAPTION>



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



                                                                                For the
                                                                                developmental
                                                   For the Year Ended        Stage Period From
                                                        May 31,              February 22, 2006
                                            ------------------------------        to May 31,
                                                 2007             2006               2007
                                            -------------    -------------      -------------
<S>                                         <C>              <C>                <C>

Revenue:
   Sales .................................$       --      $        --        $        --
Costs and expenses:
   Cost of sales .........................        --               --                 --

   General and administrative expenses ...       30,710          46,679             44,968

   Stock-based compensation litigation based      --             15,500               --

   Other litigation expense                       --              2,409               --

                                           --------------    -------------      ------------
   Total costs and expenses ..............       30,710          64,588             44,968
                                           --------------    -------------      ------------
   Loss from continuing operations
     before income taxes .................      (30,710)        (64,588)           (44,968)

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

   Net loss from continuing operations ...      (30,710)        (64,588)           (44,968)
                                           --------------    -------------     -------------


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

                                           -------------     -------------     -------------
   Loss on discontinued operations .......       --             (72,469)            --
                                           -------------     -------------     -------------

Net loss .................................$     (30,710)     $  (72,469)     $     (44,968)
                                           =============    =============      =============
Basic and diluted loss per share .........$       (0.08)     $    (0.19)     $       (0.11)
                                           =============    =============      =============
Weighted average common shares outstanding
                       - Basic and Diluted      430,282         380,697            423,094
                                           =============    =============      =============


</TABLE>













                 See accompanying notes to financial statements

                                       F-4


<PAGE>
<TABLE>
<CAPTION>


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

             Statements of Changes in Stockholders' Equity (deficit)



                                                                                                      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                        370,282   $     370   $ 149,230   $(127,107)   $    --      $  22,493

Net loss                                                --          --          --       (32,725)        --        (32,725)
                                                   ---------   ---------   ---------   ---------    ---------    ---------

      Balance at May 31, 2005                        370,282         370     149,230    (159,832)        --        (10,232)
Common stock issued in

      settlement of litigation ($3.00 per share)       5,000           5      15,495        --           --         15,500


Capital contribution                                    --          --        52,943        --           --         52,943
      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 stockholder             --          --        30,710        --           --         30,710

Net loss                                                --          --          --          --        (30,710)     (30,710)
                                                   ---------   ---------   ---------   ---------    ---------    ---------
      Balance at May 31, 2007                        430,282   $     430   $ 262,581   $(218,043)   $ (44,968)        --
                                                   =========   =========   =========   =========    =========    =========



</TABLE>


















                 See accompanying notes to financial statements

                                       F-5




<PAGE>
<TABLE>
<CAPTION>



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


                                                                                               For the
                                                           For the Year Ended            Developmental Stage
                                                                  May 31,                    Period From
                                                    ---------------------------------     February 22, 2006
                                                       2007                 2006           to May 31, 2007
                                                    ---------------    --------------    ------------------
<S>                                                 <C>                <C>               <C>

Net cash used in operating activities:
   Net loss                                         $(30,710)   $          (72,469)   $          (44,968)
      Adjustments to reconcile net loss to
       net cash used in operating activities:
   Common stock issued in settlement                    --                  15,500
   Stock based compensation                             --                   6,000                 6,000
   Discontinued operations                              --                   4,227                  --
                                                    -------------      --------------        ---------------
       Net cash used in operating activities         (30,710)              (46,742)              (38,968)
                                                    -------------      --------------        ---------------

   Cash flows from financing activities:
      Proceeds (repayment)of notes payable              --                  (6,000)                 --
      Proceeds of related party note payable            --                  (8,500)
      Contribution by principal stockholder           30,710                 8,258                38,968
      Repayment of relayed party notes payable          --                  52,943
                                                    -------------       -------------        -------------

Net cash provided by financing activities             30,710                46,701                38,968
                                                    -------------       -------------        -------------


Net change in cash and cash equivalents                --                     (41)                  --

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

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

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


</TABLE>












                 See accompanying notes to financial statements


                                       F-6


<PAGE>

                              RUB A DUB SOAP, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements

Note 1: Summary of Significant Accounting Policies

Organization and Basis of Presentation

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,  the Company was  dedicated to serving the
natural product enthusiast with a variety of handmade, natural, herbal soaps and
gift baskets.  Its products  were  featured on its web site,  which is no longer
operational.

The  Company  has  ceased  its soap  business  and will  attempt to locate a new
business(operating  company).  It will 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.  The search will be directed  toward  enterprises who
will have the  potential for listing the common stock on an exchange such as the
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 the 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 uses  Statement of Financial  Accounting  Standards No. 123 (revised
2004),  Share Based Payment ("SFAS No.  123R").  SFAS No. 123R  establishes  the
financial accounting and reporting standards for stock-based compensation plans.
As required by SFAS No. 123R, the Company recognized the cost resulting from all
stock-based payment transactions  including shares issued under its stock option
plans in the financial statements.

Prior  to  SFAS  No.  123R,  the  Company  accounted  for  stock-based  employee
compensation  plans  (including  shares  issued under its stock option plans) in
accordance  with APB Opinion No. 25 and followed  the pro forma net income,  pro
forma  income  per  share,   and   stock-based   compensation   plan  disclosure
requirements  set forth in the Statement of Financial  Accounting  Standards No.
123, Accounting for Stock-Based Compensation ("SFAS No. 123").

Recent Accounting Pronouncements

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.


                                       F-7



<PAGE>

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.

In  September  2006,  the FASB issued FASB  Statement  No. 157.  This  Statement
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles (GAAP), and expands disclosures about
fair  value   measurements.   This  Statement  applies  under  other  accounting
pronouncements that require or permit fair value measurements,  the Board having
previously  concluded in those  accounting  pronouncements  that fair value is a
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement  will change  current  practices.  This  Statement  is  effective  for
financial statements for fiscal years beginning after November 15, 2007. Earlier
application is permitted  provided that the reporting  entity has not yet issued
financial  statements for that fiscal year.  Management  believes this Statement
will have no impact on the financial statements of the Company once adopted.

In December  2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2,
"Accounting for Registration Payment  Arrangements" ("FSP EITF 00-19-2"),  which
specifies  that the contingent  obligation to make future  payments or otherwise
transfer consideration under a registration payment arrangement,  whether issued
as a separate agreement or included as a provision of a financial  instrument or
other agreement, should be separately recognized and measured in accordance with
SFAS No. 5,  "Accounting  for  Contingencies".  FSP EITF 00-19-2  also  requires
additional   disclosure   regarding  the  nature  of  any  registration  payment
arrangements,  alternative  settlement methods,  the maximum potential amount of
consideration  and the current  carrying  amount of the  liability,  if any. The
guidance in FSP EITF 00-19-2  amends FASB  Statements No. 133,  "Accounting  for
Derivative  Instruments and Hedging  Activities",  and No. 150,  "Accounting for
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity", and FASB Interpretation No. 45, "Guarantor's  Accounting and Disclosure
requirement for  Guarantees,  Including  Indirect  Guarantees of Indebtedness of
Others", to include scope exceptions for registration payment arrangements.  FSP
EITF 00-19-2 is effective  immediately for registration payment arrangements and
the financial instruments subject to those arrangements that are entered into or
modified  subsequent  to the  issuance  date  of  this  FSP,  or  for  financial
statements  issued for fiscal years  beginning  after  December  15,  2006,  and
interim periods within those fiscal years, for registration payment arrangements
entered  into prior to the  issuance  date of this FSP. The Company is currently
evaluating the impact, if any, on the Company's financial  position,  results of
operations or cash flows.

In February  2007,  the FASB issued  SFAS No.  159,  "The Fair Value  Option for
Financial  Assets and Financial  Liabilities-including  an amendment of FAS 115"
(Statement 159).  Statement 159 allows entities to choose, at specified election
dates, to measure  eligible  financial assets and liabilities at fair value that
are not otherwise required to be measured at fair value. If a company elects the
fair value  option for an  eligible  item,  changes in that item's fair value in
subsequent  reporting periods must be recognized in current earnings.  Statement
159 is effective  for fiscal years  beginning  after  November 15, 2007.  We are
currently  evaluating  the  potential  impact of Statement  159 on our financial
statements. We do not expect the impact will be material.

Other  accounting  standards  that have been  issued or  proposed by the FASB or
other standards-setting  bodies that do not require adoption until a future date
are not  expected to have a material  impact on the  financial  statements  upon
adoption.


                                       F-8



<PAGE>

Earnings (loss) per Common Share

Basic net  earnings  (loss) per share is  computed  by  dividing  the net income
available to common  stockholders (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 May 31, 2007,  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  retroactively  restated  to  reflect  the one  for ten  reverse
stock-split effectuated in March 2006.

Note 2: Change of Control and Disposal of Business

On February 21, 2006, the  controlling  stockholder,  Ms.  Powell,  sold 280,000
shares   (post-split)   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 to Ms. Powell and $513,495 to others. 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.

With the change in control,  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.

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 controlling stockholder.

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,  due  to  the  related  party  nature  of  the
transaction.  Accordingly,  the net  liabilities  transferred to Ms. Powell have
been accounted for as a capital transaction.

Discontinued operations consists of the following:
                                                    Year Ended      Year Ended
                                                   May 31, 2007    May 31, 2006
                                                   ------------    ------------
         Revenues                                  $        --     $        442
         Expenses                                           --           (8,323)
                                                   ------------    ------------
         Loss from discontinued operations         $        --     $     (7,881)
                                                   ============    ============

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 $44,968 loss recognized by
the Company from  February  22, 2006  through May 31,  2007,  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.

                                       F-9



<PAGE>

Note 5: Going Concern

The Company is a  development  stage  company  with limited  operations,  and no
continuing  source of revenues.  Rub A Dub Soap, Inc. has no internal sources of
liquidity  and does not  expect  to  generate  any  positive  cash  flows in the
immediate future.  These conditions raise substantial doubt about its ability to
continue as a going concern.

The Company's  principal business currently is to locate and consummate a merger
or acquisition  with a private entity.  Because of the Company's  current status
having no assets and no recent operating history,  in the event the Company does
successfully  acquire or merge with an  operating  business  opportunity,  it is
likely  that  the  Company's  current  stockholders  will  experience  dilution,
resulting in a change in control of the Company.

Note 6: Related Party Transactions

During the date from which the Company was purchased (February 22, 2006) through
May 31,  2007,  the  principal  stockholder  paid certain  legal and  accounting
expenses on behalf of the Company. The expenses, totaled $30,710 and $44,968 for
the year ended May 31, 2007, and from the development stage period (February 22,
2006)  through May 31,  2007,  respectively.  These  expenses  were  recorded as
general and  administrative  expenses with a corresponding  credit to additional
paid-in capital.

Note 7: Income taxes

The following is a  reconciliation  of the Statutory  Federal income tax rate of
35% to the effective rate.

                                                             2007       2006
                                                           --------    --------
Federal income tax (benefit) at statutory rate             $(11,000)   $(25,000)
State income tax (benefit), net of Federal effect            (2,000)     (2,000)
Permanent differences - stock based compensation                -         8,000
Change in valuation allowance                                13,000      19,000
                                                           --------    --------
                                                           $    -0-    $    -0-
                                                           ========    ========

As of May 31, 2007, the Company has net operating losses totaling  approximately
$154,000,  which have been fully reserved as the  utilization of these losses is
unlikely.  The losses expire at various  dates  through  2027. In addition,  any
future changes in ownership,  as defined in section 382 of the Internal  Revenue
Code, may further limit such utilization.

The following represents the Company's deferred tax assets as of May 31, 2006:

         Net operating losses                   $ 60,000
         Valuation allowance                     (60,000)
                                                --------
                                                $    -0-
                                                ========

Note 8: 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 its former attorney $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
promisory  notes payable to her. The Company also  delivered to her 5,000 shares
of 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 year ended May 31, 2006.

Note 9: Reverse Split of Common Stock

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 became  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.  The  reverse  stock  split is  presented
retroactively for all periods presented.


                                      F-10



<PAGE>



Note 10: - Common Stock issuance

During April 2006 the Company  issued  55,000 shares of its  post-reverse  split
common  stock to Kevin B. Halter Jr., in exchange  for cash in the amount of the
par value per share ($0.001).  The difference  between the fair market value and
the par value was recorded as compensation expense.



























































                                      F-11



<PAGE>


                                   SIGNATURES

     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

July 3, 2007                               RUB A DUB SOAP, INC.


                                             /s/ Kevin Halter, Jr.
                                            ------------------------------------
                                            Kevin Halter, Jr., President
                                            Director and Chief Executive Officer


     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the date indicated.

July 3, 2007


                                             /s/ Pam J. Halter
                                            ------------------------------------
                                             Pam J. Halter, Secretary
                                             Treasurer and Director (Principal),
                                             Financial and Accounting Officer)


July 3, 2007


                                             /s/ Kevin B. Halter, Jr.
                                            ------------------------------------
                                            Kevin B. Halter, Jr., President
                                            Chief Executive Officer and Director













<PAGE>