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, 2006.

[_]      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  $11,433  at  July  5,  2006.  At July 5,  2006  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












                                      -i-

<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.





<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.  Our previous offices were located at
the  residence  of Ms. Lisa R.  Powell,  our former sole  executive  officer and
director and an 81%  stockholder  of Rub A Dub Soap,  located at 13279 West Ohio
Avenue, Lakewood, Colorado, 80228.



                                       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

         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  Company's  common  stock  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.

                                     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:

 2006                  High            Low
 ----                  ----            ---

May  31              $  2.30        $  0.12
Feb. 28                 3.00           1.50

 2005
 ----

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

 2004
 ----

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

Holders

         As of July 10,  2006,  we had 54  stockholders  of  record  holding  an
aggregate of 430,282 issued and outstanding shares of our common stock.




                                       4
<PAGE>

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.

         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



                                       5
<PAGE>

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

         On April 19, 2006,  the company  issued  55,000 shares to Kevin Halter,
Jr. at a price of $0.001 per share,  as  compensation  for causing the company's
reorganization.  Such issuance was exempt under  Section 4(2) of the  Securities
Act.

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

Results of Operations

         During the fiscal year ended May 31,  2006,  we  generated  revenues of
$442 compared to $1,873 for the year ended May 31, 2005.

         For the  fiscal  year  ended May 31,  2006,  we  incurred a net loss of
$72,469 or $0.19 per share,  versus a net loss of $32,725 or $0.09 per share for
the year ended May 31, 2005. 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.

         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, 2006    May 31, 2005
                                                   ------------    ------------
         Revenues                                  $        442    $      1,873
         Expenses                                        (8,323)        (10,315)
                                                   ------------    ------------
         Loss from discontinued operations         $     (7,881)   $     (8,442)
                                                   ============    ============

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 on going expenses will be paid by
Halter Capital Corporation.

Liquidity and Capital Resources

         Our net  cash  and  cash  equivalents  were  $-0-  as of May 31,  2006,
compared to $41 as of May 31, 2005.



                                       6
<PAGE>

         Net cash used in continuing  operating  activities totaled ($46,742) as
of May 31, 2006. Net cash used in continuing  operating activities was ($28,652)
for the year ended May 31, 2005.

         Our net cash provided by financing  activities was $46,701 for the year
ended May 31, 2006, compared to $14,500 for the year ended May 31, 2005.

         During the date from which the  Company  was  purchased  (February  22,
2006) through May 31, 2006,  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.

Future Obligations

         The  Company  has  no  indebtedness  or  future  contractual  financial
obligations.

New Accounting Pronouncements

         In November 2004, the FASB issued SFAS No. 151,  "Inventory  Costs, "an
amendment of ARB No. 43,  Chapter 4," "SFAS 151") which  clarifies  the types of
costs that should be expensed  rather than  capitalized  as inventory.  SFAS 151
also clarifies the  circumstances  under which fixed  overhead costs  associated
with  operating   facilities   involved  in  inventory   processing   should  be
capitalized. The provisions of SFAS 151 are effective for fiscal years beginning
after June 15, 2005 and the company  adopted  this  standard in the three months
ending  March  31,  2006.  SFAS 151 did not  have a  significant  impact  on the
companies consolidated financial statements.

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

         In March 2005, the SEC released SAB 107,  "Share-Based  Payments" ("SAB
107"). The  interpretations  in SAB 107 express views of the SEC staff regarding
the  interaction  between SFAS 123R and certain SEC rules and  regulations,  and
provide the  staff's  views  regarding  the  valuation  of  share-based  payment
arrangements  for public  companies.  In particular,  SAB 107 provides  guidance
related to share-based payment  transactions with non-employees,  the transition
from nonpublic to public entity status, valuation methods (including assumptions
such as expected  volatility  and expected  term),  the  accounting  for certain
redeemable financial  instruments issued under share-based payment arrangements,
the  classification  of  compensation  expense,   non-GAAP  financial  measures,
first-time  adoption  of  SFAS  123R in an  interim  period,  capitalization  of
compensation cost related to share-based  payment  arrangements,  the accounting
for income tax effects of share-based  arrangements  upon adoption of SFAS 123R,
the  modification  of employee  share options prior to the adoption of SFAS 123R
and  disclosures  in  Management's  Discussion  and Analysis  subsequent  to the
adoption of SFAS 123R. SAB 107 requires  stock-based  compensation be classified
in the  same  expense  lines  as cash  compensation  is  reported  for the  same
employees.  The company has  implemented  SAB 107 in the first quarter of fiscal
2006, in conjunction  with SFAS 123R. The company expects that SAB 107 will have
a significant impact on our consolidated financial statements.

         In  December  2004,  the  FASB  issued  SFAS  No.  153,  "Exchanges  of
Nonmonetary   Assets--An  Amendment  of  APB  Opinion  No.  29,  Accounting  for
Nonmonetary  Transactions"  ("SFAS 153"). SFAS 153 eliminates the exception from
fair value measurement for nonmonetary exchanges of similar productive assets in
paragraph   21(b)  of  APB  Opinion   No.  29,   "Accounting   for   Nonmonetary
Transactions,"  and replaces it with an exception for exchanges that do not have
commercial  substance.  SFAS  153  specifies  that a  nonmonetary  exchange  has



                                       7
<PAGE>

commercial  substance  if the future  cash flows of the entity are  expected  to
change significantly as a result of the exchange.  SFAS 153 is effective for the
fiscal periods  beginning  after December 15, 2005 and the company  adopted this
standard in the three  months  ending  March 31,  2006.  SFAS 153 did not have a
significant impact on the company's consolidated financial statements.

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

         In February  2006,  the FASB issued SFAS No. 155, which is an amendment
of SFAS No. 133 and 140. This statement; a) permits fair value remeasurement for
any hybrid  financial  instrument  that  contains  an embedded  derivative  that
otherwise would require bifurcation, b) clarifies which interest- only strip and
principal-only  strip are not  subject to the  requirements  of SFAS No. 133, c)
establishes a requirement to evaluate interests in securitized  financial assets
to  identify  interests  that are  freestanding  derivatives  or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
d) clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives, e) amends SFAS No. 140 to eliminate the prohibition on
a  qualifying   special-purpose  entity  from  holding  a  derivative  financial
instrument that pertains to a beneficial  interest other than another derivative
financial  instrument.  This statement is effective for financial statements for
fiscal  years  beginning  after  September  15, 2006.  Earlier  adoption of this
statement is permitted as of the beginning of an entity's fiscal year,  provided
the entity has not yet issued any  financial  statements  for that fiscal  year.
SFAS No.  155 is not  expected  to have a  significant  impact on the  company's
consolidated financial statements.

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

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.

         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



                                       8
<PAGE>

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, 2006, 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.



                                       9
<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, 2006,  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         51    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.



                                       10
<PAGE>

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
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 other than a $600 payment in fiscal 2003 to
Lisa R.  Powell,  the former  President  of the Company in form of Other  Annual
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 July 10, 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



                                       11
<PAGE>

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.

         As of July 5, 2006,  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
        ------                              -----------

         *2.1     Plan and  Agreement  of  Merger  of Rub A Dub  Soap,  Inc.,  a
                  Colorado  corporation,  into Rub A Dub  Soap,  Inc.,  a Nevada
                  corporation, dated March 16, 2006.

         *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)

         21.0     Subsidiaries of Rub A Dub Soap, Inc. - None

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



                                       12
<PAGE>

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

         For 2005,  Cordovano & Honeck,  LLP billed the Company for the services
described below:

         Audit  Fees.  Cordovano  & Honeck,  LLP fees for the  review of interim
financial  statements for the quarters ended February 28, 2006,  were $4,693.75.
Cordovano & Honeck,  LLP also billed fees of  $4,205.00 in  connection  with the
Company's  audit for the year ended 2005.  A retainer of  $7,500.00  was paid to
Sherb & Co., LLP for their audit work for the year ended May 31, 2006.



















                                       13
<PAGE>

                              RUB A DUB SOAP, INC.

                              Financial Statements

                              May 31, 2006 and 2005

       (with Independent Registered Public Accounting Firm Report Thereon)


                              RUB A DUB SOAP, INC.

                          Index to Financial Statements

                                                                            Page
                                                                            ----


Reports of Independent Registered Public Accounting Firm                     F-2

Balance Sheet                                                                F-4

Statements of Operations                                                     F-5

Statement of Changes in Shareholders' Equity                                 F-6

Statement of Cash Flows                                                      F-7

Notes to Financial Statements                                                F-8















                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
Rub A Dub Soap, Inc.

We have  audited  the  accompanying  balance  sheets of Rub A Dub Soap,  Inc. (a
development stage  enterprise) as of May 31, 2006 and the related  statements of
operations,  stockholders'  equity  (deficit)  and cash  flows for the year then
ended.  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.

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, 2006 and the results of its operations and its cash flows for the year then
ended 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.

Sherb & Co., LLP
New York, New York
July 28, 2006




                                      F-2
<PAGE>

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Shareholders of
Rub A Dub Soap, Inc.

We have audited the accompanying balance sheet of Rub A Dub Soap, Inc. as of May
31, 2005,  (not  separately  provided  herein),  and the related  statements  of
operations,  changes in shareholders' deficit, and cash flows for the year ended
May 31, 2005. These financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit.

We conducted our audits 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.  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  audit  provides  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,  2005,  and the  results of its  operations  and its cash flows for the year
ended May 31, 2005, in conformity with generally accepted accounting  principles
in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

The Company emerged from the development stage in June 2004.

/s/ Cordovano and Honeck LLP
----------------------------

Cordovano and Honeck LLP
Englewood, Colorado
September 8, 2005






                                      F-3
<PAGE>

                              RUB A DUB SOAP, INC.

                          (A Development Stage Company)
                                  Balance Sheet
                                  May 31, 2006

                                     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                                           231,871
   Accumulated deficit                                                 (218,043)
   Deficit accumulated during the development stage                     (14,258)
                                                                      ---------





             Total stockholder's equity                               $    --
                                                                      ---------
















                 See accompanying notes to financial statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

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

                            Statements of Operations


                                                                                                For the
                                                                                               development
                                                                                              Stage period
                                                                   For the Years Ended            from
                                                                         May 31,              February 22,
                                                              ----------------------------       2006 to
                                                                  2006            2005        May 31, 2006
                                                              ------------    ------------    ------------
<S>                                                           <C>             <C>             <C>
Net sales                                                     $       --      $       --      $       --
Cost of sales                                                         --              --              --
                                                              ------------    ------------    ------------
       Gross profit                                                   --              --              --

   General and administrative expenses                              46,679          24,283          14,258

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

   Other litigation expense                                          2,409            --              --


   Interest expense                                                   --              --
                                                              ------------    ------------    ------------
     Total costs and expenses                                       64,588          24,283          14,258
                                                              ------------    ------------    ------------

            Loss from continuing operations before
            income taxes                                           (64,588)        (24,283)        (14,258)

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

        Net loss from continuing operations                        (64,588)        (24,283)        (14,258)
                                                              ------------    ------------    ------------

Discontinued operations:
        Loss from operations of discontinued component
            (including loss on disposal of -0-), net of tax         (7,881)         (8,442)           --
                                                              ------------    ------------    ------------

        Loss on discontinued operations                             (7,881)         (8,442)           --
                                                              ------------    ------------    ------------

Net loss                                                      $    (72,469)   $    (32,725)   $    (14,258)
                                                              ============    ============    ============


Basic and diluted loss per share                              $      (0.19)   $      (0.09)   $      (0.04)
                                                              ============    ============    ============


Weighted average common shares outstanding                         380,697         370,280         401,532
                                                              ============    ============    ============
</TABLE>




                 See accompanying notes to financial statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>

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

                  Statements of Changes in Stockholders' Equity


                                                                                                  Deficit
                                                                                                accumulated
                                             Common stock          Additional                     during
                                       -------------------------     paid-in     Accumulated    development
                                          Shares        Amount       capital       deficit         stage          Total
                                       -----------   -----------   -----------   -----------    -----------    -----------
<S>                                    <C>           <C>           <C>           <C>            <C>            <C>
   Balance at May 31, 2004                 370,282   $       370   $   149,230   $  (127,108)   $      --      $    22,492


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          15,500
   per share)                                5,000             5        15,495          --             --


Capital contribution                          --            --          52,943          --             --           52,943
Contribution by principal                    8,258
   stockholder                                --            --           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)   $      --
                                       ===========   ===========   ===========   ===========    ===========    ===========
</TABLE>



















                 See accompanying notes to financial statements

                                      F-6
<PAGE>
<TABLE>
<CAPTION>

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

                            Statements of Cash Flows

                                                                                        For the period
                                                                                             from
                                                          For the Year Ended             February 22,
                                                                 May 31,                    2006
                                                    --------------------------------    (inception) to
                                                         2006              2005          May 31, 2006
                                                    --------------    --------------    --------------
<S>                                                 <C>               <C>               <C>
Net cash used in operating activities:
       Net loss                                     $      (72,469)   $      (32,725)   $      (14,258)
          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             4,073              --
                                                    --------------    --------------    --------------
                                                           (46,742)          (28,652)           (8,258)
                                                    --------------    --------------    --------------

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

Net cash provided by financing activities                   46,701            14,500             8,258
                                                    --------------    --------------    --------------


Net change in cash and cash equivalents                        (41)          (14,152)             --

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

Cash, end of period                                 $         --      $           41    $         --
                                                    ==============    ==============    ==============

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

Non-cash financing and investing activities:
       Contribution of related party note
       payable to capital                           $       52,943    $         --      $         --
                                                    ==============    ==============    ==============
</TABLE>





                 See accompanying notes to financial statements

                                      F-7
<PAGE>

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

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

Use of Estimates

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

Income Taxes

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

Stock based Compensation

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

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



                                      F-8
<PAGE>

New Accounting Pronouncements

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

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

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

In February  2006,  the FASB issued SFAS No. 155,  which is an amendment of SFAS
No. 133 and 140. This  statement;  a) permits fair value  remeasurement  for any
hybrid financial  instrument that contains an embedded derivative that otherwise
would  require  bifurcation,   b)  clarifies  which  interest-  only  strip  and
principal-only  strip are not  subject to the  requirements  of SFAS No. 133, c)
establishes a requirement to evaluate interests in securitized  financial assets
to  identify  interests  that are  freestanding  derivatives  or that are hybrid
financial instruments that contain an embedded derivative requiring bifurcation,
d) clarifies that concentrations of credit risk in the form of subordination are
not embedded derivatives, e) amends SFAS No. 140 to eliminate the prohibition on
a  qualifying   special-purpose  entity  from  holding  a  derivative  financial
instrument that pertains to a beneficial  interest other than another derivative
financial  instrument.  This statement is effective for financial statements for
fiscal  years  beginning  after  September  15, 2006.  Earlier  adoption of this
statement is permitted as of the beginning of an entity's fiscal year,  provided
the entity has not yet issued any  financial  statements  for that fiscal  year.
SFAS No.  155 is not  expected  to have a  significant  impact on the  company's
financial statements.

In March 2006,  the FASB issued SFAS No. 156,  which  amends SFAS No. 140.  This
statement  establishes,  among other things,  the  accounting for all separately
recognized  servicing  assets and servicing  liabilities.  This statement amends
SFAS No. 140 to require  that all  separately  recognized  servicing  assets and
servicing liabilities be initially measured at fair value, if practicable.  SFAS
No. 156 permits, but does not require, the subsequent  measurement of separately
recognized  servicing assets and servicing  liabilities at fair value. An entity
that uses  derivative  instruments  to mitigate the risks  inherent in servicing
assets and  servicing  liabilities  is required to account for those  derivative
instruments  at fair value.  Under SFAS No. 156, an entity can elect  subsequent



                                      F-9
<PAGE>

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.

Earnings (loss) per Common Share

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

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

Note 2:  Change of Control and Disposal of Business

On February 21, 2006, the  controlling  shareholder,  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  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.



                                      F-10
<PAGE>

Discontinued operations consists of the following:

                                                    Year Ended      Year Ended
                                                   May 31, 2006    May 31, 2005
                                                   ------------    ------------
         Revenues                                  $        442    $      1,873
         Expenses                                        (8,323)        (10,315)
                                                   ------------    ------------
         Loss from discontinued operations         $     (7,881)   $     (8,442)
                                                   ============    ============

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 $14,258 loss recognized by
the Company from February 22, 2006 through February 28, 2006, is included in the
accompanying  financial  statements as "deficit  accumulated  during development
stage."

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

Note 5:  Going Concern

The Company is a  development  stage  company  with limited  operations,  and no
substantial   continuing  source  of  revenues.   Present   operations   require
substantial   capital  and  until   revenues  are  sufficient  to  fund  ongoing
operations,  we will be highly  dependent  on external  sources of  financing to
allow us the opportunity to find a suitable  operating  entity.  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.

Note 6:  Related Party Transactions

During the date from which the Company was purchased (February 22, 2006) through
May 31, 2006,  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.

At May 31, 2005,  the Company owed a related  party $8,500 for an advance  made.
The advances were non interest bearing,  unsecured and due on demand. During the
six months ended November 30, 2005 the same related party and additional related
parties  advanced the Company an additional  $36,466.  On November 30, 2005, the
balance of $44,966  were  converted  into  unsecured  promissory  notes  bearing
interest at 4% per year, due on demand.  These amounts,  including interest were
contributed to capital.

Note 7:  Income taxes

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

                                                             2006        2005
                                                           --------    --------
Federal income tax (benefit) at statutory rate             $(25,000)   $(11,000)
State income tax (benefit), net of Federal affect            (2,000)     (1,000)
Permanent differences - stock based compensation               8000         -0-
Change in valuation allowance                                19,000      12,000
                                                           --------    --------
                                                           $    -0-    $    -0-
                                                           ========    ========



                                      F-11
<PAGE>

As of May 31, 2006, the Company has net operating losses totaling  approximately
$123,000,  which have been fully reserved as the  utilization of these losses is
unlikely.  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                   $ 47,000
         Valuation allowance                     (47,000)
                                                --------
                                                $    -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
promissory  notes payable to her. The Company also delivered to her 5,000 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 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
retroactive for all periods presented.

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-12


<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.

August 15, 2006                             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.

August 15, 2006


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


August 15, 2006


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