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 OF
     1934

     For the fiscal year ended May 31, 2004.

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

     For the transition period from _______________ to ______________


                        Commission file number 000-032103


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


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


         13279 West Ohio Avenue
             Lakewood, Colorado                                        80228
  --------------------------------------                             ---------
 (Address of principal executive offices)                           (Zip Code)

Issuer's telephone number: (303) 949-5834.

Securities registered under Section 12(b) of the Exchange Act:

                                                     Name of each exchange on
     Title of each class                                 which registered

           None
           ----                                           --------------


Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value
                         ------------------------------
                                (Title of class)


<PAGE>


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 [ ]

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]

State registrant's revenues for its most recent fiscal year.  $1,676
                                                              ------

Of the 3,702,800 shares of voting stock of the registrant issued and outstanding
as of September 13, 2004, 702,800 shares are held by non-affiliates. Because of
the absence of an established trading market for the voting stock, the
registrant is unable to calculate the aggregate market value of the voting stock
held by non-affiliates as of a specified date within the past 60 days.

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












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<PAGE>



                              RUB A DUB SOAP, INC.

                                TABLE OF CONTENTS

                                     Part I

Page

Item 1.  Description of Business...........................................    4

Item 2.  Description of Property...........................................   17

Item 3.  Legal Proceedings.................................................   18

Item 4.  Submission of Matters to a Vote of Security Holders...............   18

                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters..........   18

Item 6.  Management's Discussion and Analysis or Plan of Operation.........   20

Item 7.  Financial Statements..............................................   24

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure..............................................   25

Item 8A. Controls and Procedures...........................................   25

                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act.................   25

Item 10. Executive Compensation............................................   28

Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters...................................   30

Item 12. Certain Relationships and Related Transactions....................   31

Item 13. Exhibits and Reports on Form 8-K..................................   32

Item 14. Principal Accountant Fees and Services............................   33







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<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 Colorado
corporation.


                                     PART I

Item 1. Description of Business

(a)     Business Development

     Rub A Dub Soap, Inc., is 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. Our offices are
located at 13279 West Ohio Avenue, Lakewood, Colorado 80228. Our telephone
number is (303) 949-5834 and our e-mail address is service@rubadubsoaps.com. Our
informational web site on the Internet is located at
http://www.rubadubsoaps.com. Information set forth on our web site does not
constitute part of this report.

     To date, we have raised capital to fund our operations from two small stock
placements, the first of which was private and the second of which was public.
From October 16 through December 20, 2003, we sold 119,800 shares of common
stock to 31 persons for gross proceeds of $29,950 pursuant to a registration
statement on Form SB-1 filed under the Securities Act of 1933 that became
effective with the Securities and Exchange Commission on September 22, 2003, and
the exemption contained in Section 11-51-308(1)(p) of the Colorado Securities
Act. From January 16 through February 16, 2002, we raised gross proceeds of
$42,600 from the sale of 213,000 shares of common stock to 20 persons in
reliance upon the exemption from registration contained in Rule 504 of
Regulation D under Section 3(b) of the Securities Act of 1933 and the exemption
set forth in Section 11-51-308(1)(p) of the Colorado Securities Act.

     See "Business of the Issuer" immediately below for a description of our
current operations and future proposed activities.



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<PAGE>
(b)      Business of the Issuer

General

     We are a development-stage company that 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 are 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.
Information set forth on our web site does not constitute part of this report.
We have very limited sales and a net loss from operations for the period from
our inception through the date of this report. As of May 31, 2004, we had
realized $4,393 in revenues and a net loss of $(127,108).

     Our objective is to become a leading online retailer of handmade, natural,
herbal soaps, gift baskets and other products, such as soap molds and soap
cutting equipment. Key elements of our strategy include the following:

     o Offering the broadest possible selection of handmade, natural, herbal
soaps, gift baskets and/or other natural products available to our customers at
competitive prices;

     o Delivering superior customer service and promoting repeat purchases
through continuous enhancement of our technology, web site functionality and
inventory; and

     o Developing relationships with other companies that can help grow our
business.

Ms. Lisa R. Powell, our sole executive officer, director and controlling
stockholder, has in excess of eight years of experience in producing natural,
vegetable-based soaps by hand and practicing aromatherapy as a hobby. She has
taken numerous courses in aromatherapy and herbology at Red Rocks Community
College, Lakewood, Colorado.

Products

     Our soaps are handmade with natural ingredients in small batches of thirty
or fewer bars through a process called "saponification." We spend at least six
weeks in the production and curing of a batch of soaps. We believe that our soap
is especially effective in revitalizing and freshening the skin because of our
usage of only fresh, natural ingredients. The ingredients in the soap, which are
listed in the packaging on each bar, include:

o    Oils, including :

     o    Olive;

     o    Coconut; and

     o    Palm;


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<PAGE>
     o    Water;

     o    Lye;

     o    Pure aromatherapy-grade essential oils; and

     o    Grapefruit seed extract.

The saponification process requires the mixing of a base and an acid to produce
a salt. The oils are the base; lye is the acid required in the chemical
reaction; and soap is the salt produced in the process. Additionally, olive oil
produces a smooth bar; coconut oil creates a rich lather; palm oil produces a
hard bar; pure aromatherapy grade essential oils provide fragrance; and
grapefruit seed extract is a natural preservative.

Our soaps never contain any of the following ingredients:

     o    Alcohol;

     o    Petroleum products;

     o    Detergents;

     o    Artificial ingredients or colorants;

     o    Synthetic fragrances or preservatives; or

     o    Animal ingredients.

Commercially-made soaps differ from our soaps in that they typically contain
animal fat or tallow and synthetic ingredients that are less desirable to
consumers interested in a natural product. For example, the ingredients listed
on the box of Lever 2000 are as follows: sodium tallowate, sodium cocoyl
isethionate, sodium cocoate, water, sodium isethionate, stearic acid, coconut
fatty acid, fragrance, titanium dioxide, sodium chloride, disodium phosphate,
tetrasodium EDTA trisodium etidronate and BHT. Sodium tallowate is soap made
from lye and rendered beef fat. Sodium cocoyl isethionate is a synthetic
detergent; titanium dioxide is a pigment; disodium phosphate is used to adjust
PH; and tetrasodium EDTA is a water softener. Trisodium etidronate and BHT are
synthetic preservatives.

     The cost of producing an average bar of our soap is approximately $1.20.
These soaps are presently available for sale on our web site at a price of
either $2.95 or $3.95 per bar. Each bar may be purchased in multiple units or a
single unit. The cost of shipping is added to the price of each purchaser's
order. In addition to soaps, gift baskets prepared using a number of soaps
selected by the purchaser from the variety of the soaps available on our web
site from time to time, are available for purchase. The price of each gift
basket includes the total of the unit prices of each bar of soap contained in
the basket plus an amount equivalent to two times the wholesale price we paid
for the basket. In the future, subject to available financing, we intend to
produce soaps in larger batches and custom label the bars. Also, we propose to
add soap molds, soap cutting equipment and/or other natural products to our
inventory if we determine that sufficient demand exists for these products. We
presently anticipate that we will design and manufacture the soap molds and soap
cutting equipment in house. We anticipate that the molds will be boxes of
various sizes with handles constructed from wood. We envision that the sides of
the boxes will be fastened with hinges so as to enable the soap to be cut
without removing it from the box. We anticipate that the soap cutters will
consist of wooden frames of various sizes with several wires spanning the frame.
The individual operating the cutter will be required to push the wires through
the soap to cut the bars of soap. We intend to experiment with different types
and sizes of wood until we develop the desired soap molds and cutters. In
contradiction to our initial plans, we have not yet developed any soap molds,
cutting equipment, other types of handmade, natural, vegetable-based soaps or
other new products. We do not anticipate that we will be successful in
implementing our plans to develop new products until we are successful in
raising additional capital to fund our operations.



                                       6
<PAGE>
     Sixteen types of soaps and four styles of gift baskets, each of which is
wrapped in cellophane and tied with wraffia, are currently available for sale on
our web site, including the following:

Soaps
-----

     o Almond Milk Soap - Almond essential oil gives the soap a delightfully
sweet smell; ground almonds give this bar its texture.

     o Citrus Bar - Citrus and spice is blended in this bar to make it tangy and
refreshing.

     o Fresh Scent Soap - The fresh scent in this bar is achieved with a
combination of lavender, palmarosa and lemon essential oils.

     o Hippie Bar - Patchouli essential oil and lemon essential oil give this
soap a distinct and earthy fragrance. Tumeric is added to provide the earthy
color.

     o Honey Bar - This is a gentle bar made with olive oil and infused with
calendula, chamomile and comfrey leaf.

     o Honey Oatmeal Bar - This bar is very gentle and contains bits of oatmeal
to give it some texture.

     o Kitchen Soap - Coffee grounds are used in this soap to help remove
kitchen odors. Cinnamon and almond essential oils are added.

     o Lavender Mint Bar - A cream colored bar made of lavender essential oil,
with a hint of peppermint essential oil, awakens the senses.

     o Lavender Oatmeal Soap - The most popular bar, it has a terrific scent
because it is made from lavender essential oil. Lavender flowers are added for
texture.




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<PAGE>
     o Lemon Eucalyptus Soap - Lemon and eucalyptus essential oils are used in
this bar to create the effect of a eucalyptus steam room.

     o Rise and Shine Bar - This smooth cream bar combines peppermint essential
oil, with its refreshing, "wake me up" scent, and rosemary, which provides a
great compliment to the peppermint scent.

     o Scrub A Dub Bar - Cornmeal is added to this lemongrass, cedarwood and
pine-scented bar to give it grit. The soap is suitable for men and women.

     o Spicy Bar - This soap is a favorite of men. The spices of cinnamon,
nutmeg and clove give this bar some texture. Clove essential oil is a preferred
scent for many men.

     o Sunshine Bar - This bar is very cheery, using the scents of lemon,
lavender and rosemary.

     o Tangerine Grapefruit Bar - This bar has a beautiful, natural orange tint
from the tangerine essential oil favored by citrus lovers.

     o Tea Tree Bar - Clorophyll gives this bar its green hue. This bar is great
for the whole body.

Gift Baskets
------------

     o    Guest Sampler Basket - This basket contains six miniature one-ounce
          bars of soap.

     o    Medium Gift Basket - This gift basket includes three bars of soap.

     o    Large Gift Basket - This gift basket includes five bars of soap.

     o    Extra Large Gift Basket - The same basket that is used for our large
          gift basket is packed with eight bars of soap.

Online Retailing

     We strive to provide customers with a convenient shopping experience by
providing an organized, logical and customer-friendly internet site designed in
an attractive manner so as to capture and maintain the interest of most
visitors. The web site includes a high-resolution photograph of each type of
soap or gift basket together and a description of the ingredients and process
employed in its production. Payment arrangements can be made using credit cards.
We have implemented security measures, including but not limited to layering,
locking and encryption, in order to secure, to our best ability as of the date
of this report, the commercial transactions conducted on our web site. Detailed
instructions are available on our site to enable the purchaser to consummate the
purchase transaction with as much ease and simplicity as is possible.

     We seek to attract and retain customers by emphasizing the following key
factors:



                                       8
<PAGE>
     PRODUCT SELECTION. We provide consumers with a variety of handmade,
natural, vegetable-based soaps, with delivery direct to their door or the third
party recipient of a gift. However, our ability to provide a selection of
natural, herbal soaps and gift baskets that exceeds the selection offered by
grocery stores, natural product specialty shops and others is limited by the
fact that we have very minimal assets and substantial net losses.

     EXPERT INFORMATION. Accompanying each type of soap or gift basket featured
on the web site is a detailed description of the soap type(s); the quantity
available, the ingredients, the distinctive attributes and price; a photograph;
and any other relevant information. We tightly integrate broad product selection
with highly relevant content, providing consumers with the information they need
to make informed purchase decisions.

     SUPERIOR SHOPPING EXPERIENCE. We believe that we provide an intuitive,
easy-to-use web site, offering product selection supported by tightly
integrated, relevant resource information. Each product presentation is
supported by a high-resolution photograph of the soap or gift basket available
for sale on our web site.

     MONEY-BACK AND OTHER GUARANTEES. We provide each customer with a thirty-day
guarantee permitting the return of the unused product if the customer is not
satisfied. We guarantee that each bar of soap is handmade and comprised of
natural materials.

     Our internet web site enables us to market our products throughout the
world, although our primary target market continues to be the United States. The
internet has become an increasingly significant medium for commerce in many
industries. Our success depends upon the widespread acceptance and use of the
internet as an effective medium of business and communication by our target
customers. While we cannot be certain, we expect rapid growth in the use of and
interest in the Internet to continue, although the rate of growth may not be at
historical rates. We occupy a small niche within the sizable industry of the
manufacture, marketing and distribution of natural products. We believe that our
business may not be profitable for the next several years during which expenses
related to our expansion may cause us to continue to incur a loss from
operations. The market for natural products of all types, including the natural,
handmade, vegetable-based soaps and gift baskets that we offer, has increased
dramatically in recent years. While we believe, we cannot be certain, that this
recognized industry trend will continue in the future.

Wholesale Sales

     We successfully completed a four-month test marketing trial with Stacy's
Hallmark, owner of eleven Hallmark card stores, including eight stores located
in the Denver, Colorado, area and three stores located in Phoenix, Arizona, in
late September 2002. The trial was conducted in four Denver area stores. A total
of ninety-six bars of soap were sold during the trial. Gift baskets were not
offered. At the end of the four-month trial period, Stacy's Hallmark advised us
that, if we improved our packaging, it would conduct a full marketing campaign
and promotion of our handmade, natural, vegetable-based soaps and gift baskets
in all eleven stores. We modified our packaging to satisfy Stacy's Hallmark and
received an order for a total of forty-eight bars of soap and twelve gift
baskets, including twelve bars of soap and three gift baskets for each of the
four stores that participated in the test marketing trial, in December 2002. We
expect to receive additional orders for soaps and gift baskets for the Stacy's
Hallmark card stores at such time as we can provide the marketing support
materials Stacy's Hallmark has requested in order to properly display the soaps
and gift baskets. However, as of the date of this report, we have inadequate
funding with which to provide Stacy's Hallmark with the requisite marketing
support materials and otherwise fund our operations. Accordingly, we have ceased
our efforts to market our products through the Stacy's Hallmark card stores
until we are able to raise additional financing with which to satisfy Stacy's
Hallmark's requirements and provide needed working capital.




                                       9
<PAGE>
Trade Shows and Direct Sales

     Depending upon the availability of additional funding, we intend to display
our soaps, gift baskets and any new products, such as soap molds and
soap-cutting equipment, at natural product trade shows held annually in various
large cities in the United States. Our goal is to attend one or two such
industry trade shows and, ultimately, approximately five such shows, including
the trade and gift shows held annually in New York City, New York, and Chicago,
Illinois. As of the date of this report, we have not yet attended any such trade
shows. Our ability to attend industry trade shows is dependent upon the success
of our efforts to raise significant additional capital. We also have plans to
generate direct sales at parties hosted by individuals who receive product as
compensation. Although no such parties have yet been held, we anticipate that
the host of the party would receive compensation in the form of soaps and/or
gift baskets equivalent in value to 10% of the gross product sales generated at
the party.

Fulfillment and Distribution

     We currently fulfill all customer orders from our facilities in Lakewood,
Colorado. We make our soaps by hand using basic utensils from fresh, natural
ingredients, primarily fresh herbs and natural fruits, received from our
suppliers. We choose our suppliers based upon the quality and price of the
merchandise available. We believe that, because of the increasing popularity of
natural products, we will have no difficulty in obtaining quality supplies of
fruits and herbs, primarily, at attractive prices from a variety of suppliers.
We also receive baskets from our suppliers that we use to produce gift baskets.
Our sole executive officer and director makes soaps and prepares gift baskets to
fill customer orders. We presently manually update product availability on our
web site. We pack the items on location at our offices and then deliver them to
UPS, the United States Postal Service or other shipping company for distribution
to consumers anywhere in the United States. We are committed to shipping
accurate orders, efficiently and effectively. Generally, the delivery time is
within ten business days from the date of the receipt of the order. We charge
each customer in advance for the shipping costs associated with the order. Our
management brings to Rub A Dub Soap her determination in fulfillment and
distribution. We intend to obtain office and/or warehouse space as the need for
more production and product availability grows.




                                       10
<PAGE>
Customer Service

     The typical shopping experience begins with the search for products that
meet specific needs, including the ordering process and extends through product
delivery and post-purchase support. We believe that the ability to accurately
fulfill orders, ship products quickly to a customer's door or efficiently handle
customer inquiries is as important to customer satisfaction as product
selection. In this connection, we believe that a high level of customer service
and support is critical to retaining and expanding our customer base. We are
dependent upon the proceeds, if any, to be received from future equity and/or
debt financing for the employment of customer support personnel. Accordingly,
while we do not currently have the financial resources to employ any customer
service personnel, we intend to develop our own in-house customer service
operation in the future. Our sole management member is available via e-mail,
generally, from 8:00 a.m. to 5:00 p.m., Mountain Time, Monday to Friday, and can
also be reached by voicemail. Presently, we provide by e-mail order and shipping
confirmation (with tracking numbers), notification of customers regarding
out-of-stock situations and, for those orders, frequent updating of customers on
order status.

     We are dedicated to customer satisfaction. We deliver on this commitment in
a number of ways, including:

     o    Product guarantee, including a thirty-day refund if the shipment is
          not satisfactory;

     o    Customer service guarantee of a one-business day response time for all
          inquiries;

     o    Privacy guarantee to use personal information exclusively to process
          orders and not to sell, trade or rent the information to other
          companies; and

     o    Security guarantee ensuring protection of personal information and
          compensation to consumers for the amount of their liability, up to
          $50, in the unlikely event of unauthorized interception and use of
          their credit card.

Technology and Network Operations

     We have implemented services and systems for site management, searching and
customer interaction. Our system has been custom-designed and written for
performance, reliability and scalability using software applications for:

     o    Displaying soaps, gift baskets and other products in an organized,
          logical and customer-friendly way;

     o    Accepting, verifying, organizing and managing customer orders;

     o    Notifying and updating customers of order status; and

     o    Managing shipment of products.



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<PAGE>
     These systems and services employ a combination of our own proprietary
technologies and commercially available, licensed technologies. Our proprietary
technologies are embodied in software that is exclusively owned and implemented
by Rub A Dub Soap. We have a non-exclusive license to use a shopping cart
commerce application, which has been customized for us. This commerce
application is integrated with our custom software, enabling a fully automated
order fulfillment process. We realize many benefits from the integration of
these systems, including:

     o    Tracking customer orders through the entire supply chain in real-time;

     o    Making rapid changes to processes such as a change in shipping policy;
          and

     o    Efficiently expanding our infrastructure.

     Our web server is a standard Intel-based server running the FreeBSD
software operating system. Our web server is located at www.PGHoster.com, with
power backup and high-speed Internet connection. We pay hosting fees in the
amount of $19.95 per month for use of the server. We address the goals of
performance, reliability and scalability. Our objective is to have fast download
times and make use of caching and load balancing at the web server and
application level for optimal performance. We outsource development work to
outside consultants. Our web site is up and running twenty-four hours a day,
seven days a week. We anticipate that, if we are successful in our efforts to
raise significant additional financing, we will continue to devote significant
resources to product development in the future as we strive to add new features
and functionality to our web site.

Marketing

     Our marketing strategy is designed to meet or exceed customer expectations,
drive repeat purchases and build enduring brand equity. In order to implement
this strategy, we intend to implement an integrated marketing campaign that
includes the following:

     o    Advertising;

     o    Participation in a full marketing campaign and promotion with Stacy's
          Hallmark;

     o    Attendance at industry trade shows; and

     o    Direct sales generated at parties hosted by individuals who receive
          product as compensation.

We have initiated our proposed integrated marketing campaign with regard to the
first two methods described above. However, the proposed campaign is in the
design stage insofar as the last two methods above-described and we have not yet
taken any steps toward their implementation. We are dependent upon the
anticipated proceeds from additional debt and/or equity financing for funding
with which to attend trade shows featuring soaps and other natural products. In
the future, depending upon the availability of funding, we intend to target
businesses, in addition to consumers, as potential customers as part of our
marketing strategy.



                                       12
<PAGE>
     Advertising. We will design our advertising to build brand equity, create
awareness and generate initial purchases of soaps and gift baskets sold on our
web site and otherwise. Depending on the availability of funds, we intend to use
a mix of advertising methods, including:

     o    Word of mouth referrals by satisfied customers, friends and relatives
          and recipients of our products as gifts;

     o    Online banners, text links and e-mail newsletters; and

     o    Mailings of brochures to, among others, prior customers and recipients
          of our products.

     MARKETING PROMOTION AND CAMPAIGN WITH STACY'S HALLMARK. In late September
2002, we successfully completed with our handmade, natural, vegetable-based
soaps a 120-day test marketing trial with Stacy's Hallmark, owner of eleven
Hallmark card stores located in the Denver, Colorado, area and Phoenix, Arizona.
Stacy's Hallmark sold its initial order for soaps that were available in four of
the Denver, Colorado, area Hallmark card stores. A total of ninety-six bars of
soap were sold during the marketing trial. Gift baskets were not offered. We
modified the packaging of our soaps based upon the results of the test marketing
trial. Because results of the trial were favorable, Stacy's Hallmark has
verbally indicated, without assurance, that it will conduct a full marketing
promotion and campaign featuring our products in all eleven Colorado and Arizona
stores. In December 2002, Stacy's Hallmark ordered a total of forty-eight bars
of soap and twelve gift baskets, including twelve bars of soap and three gift
baskets for each of the four stores that participated in the test marketing
trial. We expect Stacy's Hallmark to order soaps and gift baskets for its other
Hallmark card stores in the future when we can supply the marketing support
materials Stacy's Hallmark has requested in order to properly display the soaps
and gift baskets. As of the date of this report, we have inadequate funding with
which to provide Stacy's Hallmark with the requisite marketing support materials
and otherwise fund our operations. Accordingly, we have currently ceased our
efforts to market our products through the Stacy's Hallmark card stores until we
are able to raise additional financing with which to satisfy Stacy's Hallmark's
requirements and provide needed working capital.

     ATTENDANCE AT INDUSTRY TRADE SHOWS. Depending upon the availability of
funding, we intend to display our soaps, gift baskets and any new products, such
as soap molds and soap cutting equipment, at natural product trade shows held
annually in various large cities in the United States. Our goal is to attend one
or two such industry trade shows and, ultimately, approximately five such shows,
including the annual trade and gift shows held in New York City, New York, and
Chicago, Illinois. As of the date of this report, we have not yet attended any
such trade shows. Our ability to attend industry trade shows is dependent upon
the success of our efforts to raise significant additional capital.

       DIRECT SALES GENERATED AT PARTIES HOSTED BY INDIVIDUALS WHO RECEIVE
PRODUCT AS COMPENSATION. We have plans to generate direct sales at parties
hosted by individuals who receive product as compensation. Although no such
parties have yet been held, we anticipate that the host of the party would
receive compensation in the form of soaps and/or gift baskets equivalent in
value to 10% of the gross product sales generated at the party.




                                       13
<PAGE>
       We expect that we may incur losses for the next several years as a result
of the expansion of our operations. In order for us to operate profitably, the
funds we expend for hosting, maintenance, expansion, enhancement and otherwise
in connection with our web site will be required to be offset by the revenues
realized from online sales. The full marketing and promotional campaign in which
we are participating with Stacy's Hallmark, Denver, Colorado, has been
interrupted because of our need to raise additional capital, and may not be
successful. Further, we have not yet attended any industry trade shows or
conducted any individually-hosted parties to generate direct product sales.
Accordingly, we have no basis upon which to predict the volume of sales, if any,
that can be expected from these events. We have conducted no marketing studies.
None of our customers accounts for, or based upon existing orders will account
for, a major portion (20% or more) of our sales. We have no existing sales
contracts and no backlog of written firm orders. We experience increased sales
on holidays and, in particular, Mother's Day.

Competition

     We expect to compete on the basis of our reputation among customers as a
quality provider of products that are "100% money-back guaranteed" and, to a
lesser extent, on the basis of price. The market for natural and handmade soaps
has grown substantially in the past five years. Competition is expected to
intensify in the future, which may result in price reductions, fewer customer
orders, reduced gross margins and loss of market share. We currently or
potentially compete with a variety of companies located both inside and outside
the United States that retail soaps, gift baskets and/or other natural products.
Many of our current and potential traditional store-based competitors have
longer operating histories, larger customer or user bases, greater brand
recognition and significantly greater financial, marketing and other resources
than we do. These companies include grocery stores, organic or natural food
stores and small specialty shops. Many of these current and potential
competitors can devote substantially more resources to web site and systems
development than we can. In addition, larger, more well-established and financed
entities may acquire, invest in or form joint ventures with online competitors
as the use of the internet and other online services increases.

     We are aware of a limited number of other companies that are presently
retailing natural soaps and/or other natural products online. We believe that
there will be an increasing number of online retailers of natural products of
the types being offered by us and, in the instance of certain soaps, identical
to the soaps we offer. Some of our competitors may be able to secure ingredients
from suppliers on more favorable terms, fulfill customer orders more efficiently
and adopt more aggressive pricing or inventory availability policies than we
can. Traditional store-based retailers also enable customers to see and feel
products in a manner that is not possible over the Internet.

     We believe that the following are principal competitive factors in our
market:

     o    Web site recognition;



                                       14
<PAGE>
     o    Inventory selection;

     o    Streamlined shopping experience;

     o    Reliability and speed of order shipment;

     o    Customer service;

     o    Speed and accessibility of web site;

     o    Convenience; and

     o    Price.

     While we expect to compete on the basis of our reputation among customers
as a quality provider of products and, to a lesser extent, on the basis of
price, we are not certain that this strategy will be successful. Ultimately, we
seek to exceed the more limited selections of natural, herbal soaps and gift
baskets, if any, offered by grocery stores, organic or natural food stores and
natural product specialty shops. We believe that we will be able to exceed the
selections of soaps of these traditional stores because we will not be limited
with respect to display and storage area. We hope, to the extent practicable, to
minimize our weaknesses, including, among others, our undercapitalization, cash
shortage, limitations with respect to personnel, technological, financial and
other resources and lack of a customer base and market recognition, through our
focus on the internet; which eliminates the need for a retail facility and a
sizeable marketing staff. However, our opportunity to obtain wholesale and other
larger customers may also be limited by our financial resources and other
assets.

     Our soaps are presently available for sale on our web site at a price of
either $2.95 or $3.95 per bar. The price of each of our gift baskets includes
the total of the unit prices of each bar of soap included in the basket plus an
amount equivalent to two times the wholesale price we paid for the basket. The
cost of shipping is added to the price of each purchaser's order. Generally, we
believe that our soaps and gift baskets are priced lower than soaps and gift
baskets of similar quality available from our competitors.

Intellectual Property

     We rely on trade secret law to protect our intellectual property. These
laws afford only limited protection. Despite our efforts to protect our
proprietary rights, unauthorized persons may attempt to copy aspects of our web
site, including the look and feel of our web site, products that we sell,
product organization, product information and sales mechanics or to obtain and
use information that we regard as proprietary, such as the technology used to
operate our web site and our content. We have not filed an application to secure
registration for our trademark, "Rub A Dub Soap," in the United States or any
other country. Any encroachment upon our proprietary information, the
unauthorized use of our trademark, the use of a similar name by a competing
company or a lawsuit initiated against us for our infringement upon another
company's proprietary information or improper use of their trademark, may affect
our ability to create brand name recognition, cause customer confusion and/or
have a detrimental effect on our business.



                                       15
<PAGE>
     Litigation or proceedings before the U.S. Patent and Trademark Office may
be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets and domain name and to determine the validity and
scope of the proprietary rights of others. Any litigation or adverse proceeding
could result in substantial costs and diversion of resources and could seriously
harm our business and operating results. Finally, if we sell our handmade,
natural, vegetable-based soaps and gift baskets internationally, the laws of
many countries do not protect our proprietary rights to as great an extent as do
the laws of the United States.

     We have expended no funds for research and development during our last
fiscal year ended May 31, 2004, and we do not expect to incur any research and
development expenditures this year ending May 31, 2005.

Governmental Regulation

     Because our handmade, natural, vegetable-based soaps fall within the U.S.
Food and Drug Administration's definition of "soap," they are regulated by the
Consumer Product Safety Commission under authority of the Hazardous Substances
Act. The Consumer Product Safety Commission's jurisdiction covers most
noncosmetic, nondrug substances used in the home. The Federal agency develops
voluntary standards with industry and issues and enforces mandatory standards or
bans consumer products if no feasible standard would adequately protect the
public. It conducts research on potential product hazards and obtains the recall
of products that it believes pose potential risk for serious injury or death, or
arranges for their repair. Additionally, the Consumer Product Safety Commission
informs and educates consumers through the media, state and local governments,
private organizations and by responding to consumer inquiries on, among other
things, what safety features to look for in products.

     We are not currently subject to direct federal, state or local regulation
other than the Hazardous Substances Act and regulations applicable to businesses
generally or directly applicable to retailing or electronic commerce. However,
as the internet becomes increasingly popular, it is possible that a number of
laws and regulations may be adopted with respect to the Internet. These laws may
cover issues such as user privacy, freedom of expression, pricing, content and
quality of products and services, taxation, advertising, intellectual property
rights and security of information. Furthermore, the growth of electronic
commerce may prompt demand for more stringent consumer protection laws. Several
states have proposed legislation to limit the uses of personal user information
gathered online or require online services to establish privacy policies. The
Federal Trade Commission has also initiated action against at least one online
service regarding the manner in which personal information is collected from
users and provided to third persons and has proposed regulations restricting the
collection and use of information from minors online. We do not currently
provide individual personal information regarding our users to third persons and
we currently do not identify registered users by age. However, the adoption of
additional privacy or consumer protection laws could create uncertainty in usage
of the Internet and reduce the demand for our products and services or require
us to redesign our web site.



                                       16
<PAGE>

     We are not certain how our business may be affected by the application of
existing laws governing issues such as property ownership, copyrights,
encryption and other intellectual property issues, taxation, libel, obscenity,
qualification to do business and personal privacy. The vast majority of these
laws were adopted prior to the advent of the internet. As a result, they do not
contemplate or address the unique issues of the Internet and related
technologies. Changes in laws intended to address these issues could create
uncertainty in the internet marketplace. This uncertainty could reduce demand
for our products, increase the cost of doing business as a result of litigation
costs and/or increase product delivery costs.

Employees and Consultants

     Ms. Lisa R. Powell is our sole employee currently. She serves in the
positions of President, Secretary and Treasurer, and as one of three directors,
of Rub A Dub Soap. She makes all of the soaps that we sell by hand. We have no
employment or other agreement with Ms. Powell for the performance of services
for us and she receives no cash compensation for her services. We paid her a
salary of $500 per month during the period from May through September 2002 for a
total of $2,500 and a total of $1,200 at the rate of $150 per month during the
period from February through September 2002 to use her residence for our office.
We have no plans to adopt any supplemental benefits or incentive arrangements at
the present time. Ms. Powell devotes approximately 10% of her time and effort to
Rub A Dub Soap. She owns 3,000,000 shares, representing 81% of our outstanding
shares, of common stock. We do not anticipate the employment of any additional
individuals within the next twelve months. We outsource development work on our
web site to outside consultants.

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 office is located at the residence of Ms. Lisa R. Powell, our sole
executive officer and director and an 81% stockholder of Rub A Dub Soap, located
at 13279 West Ohio Avenue, Lakewood, Colorado 80228. Since October 1, 2002, we
have maintained our office at Ms. Powell's residence free of charge and we have
verbal arrangements with Ms. Powell to continue to use her residence free of
charge for the foreseeable future. We have no lease or other written agreement
with Ms. Powell. We anticipate the continued utilization of these facilities on
a rent-free basis until such time, if ever, as we obtain sufficient funding from
debt and/or equity financing and/or generate a level of earnings sufficient to
enable us to rent office space in the Denver, Colorado, area from an
unaffiliated third party. We expect our office at Ms. Powell's residence to be
adequate to meet our foreseeable future needs so long as we are in the
development stage. We paid a total of $1,200 at the rate of $150 per month to
Ms. Powell during the period from February through September 2002 to use her
residence for our office. Our telephone number is (303) 949-5834 and our e-mail
address is service@rubadubsoaps.com.



                                       17
<PAGE>

Item 3.     Legal Proceedings

     As of the date of this report, we know of no 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

     No matter was submitted during the fourth quarter of the fiscal year ended
May 31, 2004, covered by this Report, to a vote of our stockholders, through our
solicitation of proxies or otherwise.


                                     PART II

Item 5.     Market for Common Equity and Related Stockholder Matters

     (a)  Market Information

     There has been no established public trading market for our common stock
since our inception on September 28, 2001.

     (b)  Holders

     As of September 13, 2004, we had 55 stockholders of record holding an
aggregate of 3,702,800 issued and outstanding shares of our common stock.

     (c)  Dividends

     We have never paid or declared any dividends on our common stock and we do
not anticipate paying cash dividends in the foreseeable future. Future dividend
policy is subject to the discretion of the Board of Directors and will depend
upon a number of factors, including future earnings, debt service, capital
requirements, business conditions, our financial condition and other factors
that the Board of Directors may deem relevant.



                                       18
<PAGE>
     (d) Securities Authorized for Issuance under Equity Compensation Plans

     We have no compensation plans (including individual compensation
arrangements) under which shares of our common stock are authorized for
issuance.

     (e) Recent Sales of Unregistered Securities

     During the period from January 16 through February 16, 2002, we issued and
sold an aggregate of 213,000 shares of common stock to a total of 20 persons,
all of whom are residents of the State of Colorado, for cash consideration
totaling $42,600 ($.20 per share). On January 31, 2002, Mr. Paul J. Zueger, one
of our three directors, purchased 25,000 shares of common stock in the offering
for $5,000 in cash. We made the sales in reliance upon the exemption from
registration with the Securities and Exchange Commission provided in Rule 504 of
Regulation D under Section 3(b) of the Securities Act of 1933 and in reliance
upon the exemption from registration with the Colorado Division of Securities
afforded under Section 11-51-308(1)(p) of the Colorado Securities Act. No
underwriter was employed in connection with the offering and sale of the shares.
The facts that we relied upon to make the federal exemption available include,
among others, the following:

 The aggregate offering price for the offering of the shares of common stock
did not exceed $1,000,000, less the aggregate offering price for all securities
sold within the twelve months before the start of and during the offering in
reliance upon any exemption under Section 3(b) of, or in violation of Section
5(a) of, the Securities Act of 1933;

          o We duly and timely filed the required number of manually executed
     originals and true copies of Form D with the U.S. Securities and Exchange
     Commission;

          o We conducted no general solicitation or advertising in connection
     with the offering of any of the shares; and

     o The fact that Rub A Dub Soap has not been since our inception:

          o Subject to the reporting requirements of Section 13 or 15(d) of the
     Securities Exchange Act of 1934;

          o An "investment company" within the meaning of the Investment Company
     Act of 1940; or

          o A development stage company that either has no specific business
     plan or purpose or has indicated that its business plan is to engage in a
     merger or acquisition with an unidentified company or companies, or other
     entity or person.



                                       19
<PAGE>
     Set forth below is information regarding unregistered securities that we
sold from the date of our inception on September 28, 2001, through the date of
the first stock sale on January 16, 2002, in the private stock offering
described immediately above. In our view, the issuance and sale of the shares
was exempt from registration in reliance upon Section 4(2) of the Securities Act
of 1933 as transactions by an issuer not involving any public offering and,
except for the sale of common stock to Mr. Derek K. Jones, a then resident of
the Republic of Northern Irelend, Section 11-51-308(1)(p) of the Colorado
Securities Act. In each transaction, the recipient of the shares represented his
or its intention to acquire the securities for investment only and not with a
view to or for sale in connection with any distribution of the shares, and
appropriate legends were affixed to the stock certificates issued in the
transactions. The recipients had an opportunity to ask questions about us and
had adequate access to information about us. Ms. Lisa R. Powell was our sole
executive officer and director and a controlling stockholder of Rub A Dub Soap
at the time of her purchase of our common stock. No sales of shares of common
stock involved the use of an underwriter and no commissions were paid in
connection with the issuance or sale of any shares.

     On December 10, 2001, we issued 135,000 shares of common stock to Mr. Derek
J. Jones in consideration for $135 in cash ($.001 per share). Patricia Cudd,
Esq., our legal counsel, purchased all 135,000 shares owned by Mr. Jones on June
14, 2002. On December 10, 2001, we issued 135,000 shares of common stock to Mr.
Bruce A. Capra in consideration for $135 in cash ($.001 per share). On December
5, 2001, we issued 100,000 restricted shares of common stock to American Design,
Ltd., a corporation owned and controlled by Mr. Paul J. Zueger, a director of
Rub A Dub Soap, in consideration for $2,500 in cash ($.025 per share).

     On September 28, 2001, we issued 3,000,000 newly-issued, restricted shares
of common stock to Ms. Lisa R. Powell, our President, Secretary and Treasurer
and a director of Rub A Dub Soap, in consideration for her assignment to us of
certain assets, including web site software, soap making supplies and utensils,
books, furniture, soap recipes and a customer list, valued at a total of $3,050
(approximately $.001 per share). The aggregate 3,000,000 shares of common stock
owned by Ms. Powell represent approximately 81% of the total number of our
outstanding shares of common stock as of the date of this report.


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

Liquidity and Capital Resources

     We raised $29,950 from a small public placement of 119,800 shares of common
stock to a total of 31 persons conducted during the period from October 16,
2003, through December 20, 2003, pursuant to a registration statement on Form
SB-1 filed under the Securities Act of 1933. We raised $42,600 from a small
private placement of 213,000 shares of common stock to a total of 20 persons
conducted during the period from January 16 through February 16, 2002. During
the period from our inception on September 28, 2001, through December 10, 2001,
we issued 3,370,000 shares of stock for $2,770 in cash and services valued at
$74,280. At May 31, 2004, we had total liquid capital resources (cash and cash
equivalents) of $14,193.

     We expect to raise funds from equity and/or debt financing over the course
of the next 12 months in order to expand operations and pay for general and
administrative expenses. If our fund raising efforts are unsuccessful, the
capital resources currently available may not be sufficient to maintain
operations for the coming year. We are currently exploring all available
financing alternatives, including but not limited to private and public
securities offerings. There are no arrangements or commitments with respect to
funding and we may not be able to obtain additional funding on acceptable terms,
if at all. Even if we succeed in obtaining significant additional capital, this
will not ensure that our operations will be profitable. Furthermore, the full
implementation of our business plan over the long-term is dependent upon our
ability to raise a sizable amount of additional capital from equity and/or debt
financing and/or achieve profitable operations.



                                       20
<PAGE>
Results of Operations

     We are a development stage company and have incurred a net loss of
$(127,108) for the period from inception (September 28, 2001) through May 31,
2004. Of this loss, the sum of $71,230 represents compensation expense that was
recorded for financial statement purposes in connection with our issuance of
370,000 shares of our common stock to three persons for $2,770 in cash at the
rate of $.007 per share. This amount was calculated based upon the difference
between the then most recent price of $.20 per share that we charged for the
sale of shares of our common stock and the actual price of $.007 that these
three individuals paid for the acquisition of the shares.

     The causes underlying our operating losses include, primarily, the
following:

     o Insufficient capital available for the purchase of soap ingredients,
packaging materials and soap making equipment, marketing and sales, general and
administrative expenses, new product development and enhancement of our web
site;

     o Limited sales and marketing activities;

     o Limited prior experience as an online retailer;

     o Insufficient customer traffic to our web site;

     o An inadequate volume of online purchases;

     o An insufficient number of strategic relationships needed to help promote
our web site;

     o An insufficient number of personnel; and

     o Only one product line and a limited number of products available for
sale.

We are currently taking steps to increase our inventory of soaps and gift
baskets. We plan on conducting a public or private stock offering to raise
additional capital for all of the activities listed immediately above. We are
striving to improve our skills as an online retailer and establish strategic
relationships with other natural product and related web sites and portals that
can drive customer traffic to our web site.



                                       21
<PAGE>
     We have only conducted operations as an online retailer of handmade,
natural, vegetable-based soaps and gift baskets since January 2001. We
successfully completed a test marketing trial in four of eleven Hallmark card
stores located in the Denver, Colorado, area and Phoenix, Arizona, in late
September 2002. Stacy's Hallmark, owner of the stores, advised us that, if we
improved our packaging, it would conduct a full marketing campaign and promotion
of our handmade, natural, vegetable-based soaps and gift baskets in all eleven
stores. We modified our packaging to satisfy Stacy's Hallmark and received
another small order for soaps and gift baskets from Stacy's Hallmark in December
2002. However, we have since ceased efforts to market our products through the
Stacy's Hallmark card stores because we need additional funding in order to
provide the marketing support materials that Stacy's Hallmark requires. Subject
to available financing, we have plans to commence attending trade shows.
Although we intend to generate direct product sales from individually-hosted
parties, no such parties have been held as of May 31, 2004. Accordingly, we
believe that we have been operational for a length of time inadequate for us to
discern any significant trends in our historical operating results. However, we
have observed that the gift basket portion of our business is seasonal in that
sales increase on holidays and, in particular, Mother's Day. The seasonality of
our business is expected to diminish as online sales increase and we continue to
increase our marketing and expand, enhance and improve our web site. Also, we
experienced increasing sales until May 2002, when sales decreased, in our
opinion, coincident with the general downturn in the economy. We believe,
although we cannot be certain, that increasing consumer interest in natural
products of all types, including the handmade, natural, herbal soaps that we
produce, will enable us to increase our annual sales in the future. While we
believe that this phenomenon will favorably impact the results of our operations
in the next twelve months, we are unable to quantify the probable extent of this
expected impact.

     During the fiscal year ended May 31, 2004, we generated revenues of $1,676
and a net loss of $(15,712). We realized revenues of $1,746 and a net loss of
$(17,548) during the period during the fiscal year ended May 31, 2003. Net loss
per share for the period from inception (September 28, 2001) to May 31, 2004,
was $(0.04).

     In the next twelve months, we intend to increase our costs and expenses
substantially as we purchase soap ingredients, packaging materials and soap
making and office equipment; increase our sales and marketing activities via
participation in test marketing trials and other activities calculated to
generate sales contracts with wholesalers; attend trade shows; seek to generate
direct sales from individually-hosted parties; increase our general and
administrative functions to support our growing operations; develop new products
such as soap molds and soap making equipment; and further develop our internet
web site. The additional revenue that we expect to generate from online
operations may not be sufficient to offset these costs and expenses and enable
us to operate profitably. Further, our efforts to grow our business may be more
expensive than we currently anticipate or these efforts may not result in
proportional increases in our revenues. Accordingly, the benefit to us from the
anticipated increase in our sales may be negated by the expected significant
increases in our costs and expenses. As a result, we believe that we may incur
an operating and net loss for at least the next year, and possibly longer, and
that the rate at which we incur these losses may increase.



                                       22
<PAGE>
     The recipes for the handmade, natural, vegetable-based soaps we produce
were developed by Ms. Lisa R. Powell, the President/Secretary/Treasurer, a
director and the controlling stockholder of Rub A Dub Soap, and, accordingly,
are unique. Further, we know of no online retailers of natural products whose
sole product is soap. As a result, there are no standard industry gross margin
figures available.











                                       23
<PAGE>

Item 7.     Financial Statements

     The audited financial statements of Rub A Dub Soap (the "Financial
Statements"), the Notes to Financial Statements and the Report of Independent
Registered Public Accounting Firm of Comiskey & Company, P.C., certified public
accountants and consultants, to the Financial Statements and required by this
Item 7 commence on page F-1 and are incorporated in this report by this
reference. The Financial Statements filed as part of this report are listed in
the index to Financial Statements below:





                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                  May 31, 2004



                                                                           Page
                                                                           ----

Report of Independent Registered Public Accounting Firm...........          F-1

Balance Sheet as of May 31, 2004..................................          F-2

Statements of Operations for the period from inception
 (September 28, 2001) to May 31, 2004, the year ended
  May 31, 2004, and the year ended May 31, 2003...................          F-3

Statements of Cash Flows for the period from inception
  (September 28, 2001) to May 31, 2004, the year ended
  May 31, 2004, and the year ended May 31, 2003...................          F-4

Statement of Stockholders' Equity for the initial period
  from inception (September 28, 2001) to May 31, 2004.............          F-5

Notes to Financial Statements.....................................   F-6 to F-7









                                       24

<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Board of Directors and Stockholders of
Rub A Dub Soap, Inc.


We have audited the accompanying balance sheet of Rub A Dub Soap, Inc. (a
development stage company) as of May 31, 2004, and the related statements of
operations, stockholders' equity, and cash flows for the year ended May 31,
2004, for the year ended May 31, 2003, and for the initial period from inception
(September 28, 2001) to May 31, 2004. 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 audits.

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 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, 2004, and the results of its operations and cash flows for the year ended
May 31, 2004, for the year ended May 31, 2003, and for the initial period from
inception (September 28, 2001) to May 31, 2004, in conformity with U.S.
generally accepted accounting principles.


Denver, Colorado
June 21, 2004

                                                        PROFESSIONAL CORPORATION








                                       F-1

<PAGE>



                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                                 BALANCE SHEET
                                  May 31, 2004


ASSETS

CURRENT ASSETS
Cash and cash equivalents                                             $  14,193
Inventory                                                                 3,202
                                                                      ---------

Total current assets                                                     17,395
                                                                      ---------

EQUIPMENT - AT COST
Furniture and equipment                                                  11,834
Less accumulated depreciation                                            (6,222)
                                                                      ---------

                                                                          5,612

TOTAL ASSETS                                                          $  23,007
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable                                                      $     510
Sales tax payable                                                             5
                                                                      ---------

Total current liabilities                                                   515
                                                                      ---------

STOCKHOLDERS' EQUITY
Preferred stock, .01 par value; 10,000,000 shares
authorized; no shares issued and outstanding                                 --
Common stock, .001 par value; 100,000,000 shares
authorized; 3,702,800 shares issued and outstanding                       3,703
Additional paid-in capital                                              145,897
Deficit accumulated during the development stage                       (127,108)
                                                                      ---------

                                                                         22,492

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  23,007
                                                                      =========






    The accompanying notes are an integral part of the financial statements.

                                       F-2

<PAGE>
<TABLE>
<CAPTION>



                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS




                                        For the period
                                        from inception    For the year    For the year
                                     (September 28, 2001)    ended           ended
                                          to May 31,         May 31,         May 31,
                                             2004             2004            2003
                                      -----------------    -----------    -----------
<S>                                   <C>                  <C>            <C>
Revenues                              $           4,393    $     1,676    $     1,746

Cost of sales                                     2,085            586            567
                                      -----------------    -----------    -----------

Gross profit                                      2,308          1,090          1,179

General and administrative expenses             128,841         16,812         18,802
                                      -----------------    -----------    -----------

Loss from operations                           (126,533)       (15,722)       (17,623)
                                      -----------------    -----------    -----------

Other income (expense)
Interest income                                     133             --             25
Other miscellaneous income                           60             10             50
Loss on sale of assets                             (768)            --             --
                                      -----------------    -----------    -----------

NET LOSS                              $        (127,108)   $   (15,712)   $   (17,548)
                                      =================    ===========    ===========

NET LOSS PER SHARE
Loss from continuing operations       $           (0.04)   $     (0.01)   $     (0.00)
                                      =================    ===========    ===========

WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON
STOCK AND COMMON STOCK
EQUIVALENTS OUTSTANDING                       3,555,640      3,653,848      3,583,000
                                      =================    ===========    ===========

</TABLE>








    The accompanying notes are an integral part of the financial statements.

                                       F-3

<PAGE>

<TABLE>
<CAPTION>


                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



                                                 For the period
                                                 from inception     For the year   For the year
                                              (September 28, 2001)      ended         ended
                                                    to May 31,         May 31,        May 31,
                                                      2004              2004           2003
                                                -----------------   ------------   ------------
<S>                                             <C>                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                        $       (127,108)   $   (15,712)   $   (17,548)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Stock for services                                        74,280             --             --
Depreciation                                               6,222          2,632          2,673
Increase in inventory                                     (3,202)          (196)        (1,219)
Decrease in accounts receivable                               --             --             95
Increase (decrease) in accrued expenses                        5              4           (374)
Increase (decrease) in accounts payable                      510           (304)          (437)
                                                ----------------    -----------    -----------

Net cash flows from operating activities                 (49,293)       (13,576)       (16,810)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment                       (11,834)            --           (728)
                                                ----------------    -----------    -----------

Net cash flows from investing activities                 (11,834)            --           (728)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable                                   --         (3,000)         2,635
Issuance of common stock                                  75,320         29,950             --
                                                ----------------    -----------    -----------

Net cash flows from financing activities                  75,320         26,950          2,635
                                                ----------------    -----------    -----------

NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS                                      14,193         13,374        (14,903)

CASH AND CASH EQUIVALENTS,
BEGINNING OF PERIOD                                           --            819         15,722
                                                ----------------    -----------    -----------

CASH AND CASH EQUIVALENTS,
END OF PERIOD                                   $         14,193    $    14,193    $       819
                                                ================    ===========    ===========
</TABLE>









    The accompanying notes are an integral part of the financial statements.


                                       F-4
<PAGE>

<TABLE>
<CAPTION>
                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                       STATEMENT OF STOCKHOLDERS' EQUITY
    For the initial period from inception (September 28, 2001) to May 31, 2004




                                                                                Deficit
                                             Common stock                     accumulated
                                        ---------------------    Additional    during the      Total
                                         Number of                paid-in     development   stockholders'
                                          shares      Amount      capital        stage         equity
                                        ---------   ---------   ---------     ---------     ---------
<S>                                     <C>         <C>         <C>           <C>           <C>
Common stock issued
September 2001 - for equipment          3,000,000   $   3,000   $      50     $      --     $   3,050
November 2001 - for cash and services     135,000         135      26,865            --        27,000
December 2001 - for cash and services     135,000         135      26,865            --        27,000
January 2002 - for cash and services      100,000         100      19,900            --        20,000
January 2002 - for cash                   212,250         213      42,237            --        42,450
February 2002 - for cash                      750          --         150            --           150

Net loss for the period ended
May 31, 2002                                   --          --          --       (93,848)      (93,848)
                                        ---------   ---------   ---------     ---------     ---------

Balance, May 31, 2002                   3,583,000       3,583     116,067       (93,848)       25,802

Net loss for the period ended
May 31, 2003                                   --          --          --       (17,548)      (17,548)
                                        ---------   ---------   ---------     ---------     ---------

Balance, May 31, 2003                   3,583,000       3,583     116,067      (111,396)        8,254

Common stock issued
October 2003 - for cash                    89,600          90      22,310            --        22,400
November 2003 - for cash                    6,400           6       1,594            --         1,600
November 2003 - for cash                   23,800          24       5,926            --         5,950

Net loss for the period ended
May 31, 2004                                   --          --          --       (15,712)      (15,712)
                                        ---------   ---------   ---------     ---------     ---------

Balance, May 31, 2004                   3,702,800   $   3,703   $ 145,897     $(127,108)    $  22,492
                                        =========   =========   =========     =========     =========
</TABLE>








    The accompanying notes are an integral part of the financial statements.

                                       F-5


<PAGE>


                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 2004




1.   Summary of Significant Accounting Policies
     ------------------------------------------
     Development Stage Activities and Basis of Presentation
     Rub A Dub Soap, Inc. (a development stage company) (the "Company") was
     formed to be a small online retailer of handmade, natural, vegetable-based
     soaps and gift baskets. In the future, if sufficient demand exists, the
     Company intends to add essential oils and herbs to their online inventory.

     The Company has few sales and a net loss from operations for the period
     from organization through the date of the balance sheet. Management
     believes the Company has received a sufficient capital infusion through
     issuance of stock and shareholder loans to maintain operations for the next
     year.

     Revenue Recognition
     The Company records income and expenses on the accrual method. Revenues are
     recognized when the item is shipped to the customer.

     Inventory
     Merchandise inventory is stated at the lower of cost or market value on the
     "first-in, first-out" accounting method.

     Reporting Year
     The reporting year of the Company is May 31.

     Financial Instruments
     Unless otherwise indicated, the fair value of all reported assets and
     liabilities that represent financial instruments (none of which are held
     for trading purposes) approximate the carrying values of such assets and
     liabilities.

     Statements of Cash Flows
     For purposes of the statements of cash flows, the Company considers all
     highly liquid debt instruments purchased with an original maturity of three
     months or less to be cash equivalents.

     Loss per share
     Loss per share has been calculated based upon the weighted average number
      of shares outstanding.

     Use of Estimates
     The preparation of the Company's financial statements in conformity with
     generally accepted accounting principles requires the Company's management
     to make estimates and assumptions that effect the amounts reported in these
     financial statements and accompanying notes. Actual results could differ
     from those estimates.

     Consideration of Other Comprehensive Income Items
     SFAS No. 130 - Reporting Comprehensive Income, requires companies to
     present comprehensive income (consisting primarily of net income plus other
     direct equity changes and credits) and its components as part of the basic
     financial statements. For the year ended May 31, 2004, the Company's
     financial statements do not contain any changes in equity that are required
     to be reported separately in comprehensive income.







                                       F-6
<PAGE>



                              Rub A Dub Soap, Inc.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                  May 31, 2004




1.   Summary of Significant Accounting Policies (continued)
     ------------------------------------------------------
     Stock-Based Compensation
     SFAS No. 123 - Accounting for Stock-Based Compensation allows companies to
     choose whether to account for stock-based compensation under the method
     prescribed in Accounting Principles Board Opinion No. 25 ("APB 25") or use
     the fair value method described in SFAS No. 123. The Company continues to
     follow the accounting measurement provisions of APB 25 and implements the
     disclosure provisions of SFAS 123.

     Income Taxes
     The Company accounts for income taxes in accordance with SFAS No. 109 -
     Accounting for Income Taxes. Deferred tax assets and liabilities are
     recognized with respect to the tax consequences attributable to differences
     between the financial statement carrying values and tax basis of existing
     assets and liabilities. Deferred tax assets and liabilities are measured
     using enacted tax rates expected to apply to taxable income in the years in
     which these temporary differences are expected to be recovered or settled.
     Further, the effect on deferred tax assets and liabilities of changes in
     tax rates is recognized in income in the period that includes the enactment
     date.

2.   Stockholders' Equity
     --------------------
     The Company is authorized to issue 10,000,000 shares of preferred stock.
     The Company's Board of Directors is authorized to divide the preferred
     stock into series, and with respect to each series, to determine the
     preferences and rights and qualifications, limitations or restrictions
     thereof, including the dividend rights, conversion rights, voting rights,
     redemption rights and terms, liquidation preferences, sinking fund
     provisions, and the number of shares constituting the series and the
     designations of such series. The Board of Directors could, without
     stockholder approval, issue preferred stock with voting and other rights
     that could adversely affect the voting rights of the holders of common
     stock which issuance could have certain anti-takeover effects.

     The Company issued 370,000 shares of stock to consultants for cash
     consideration of $2,770, an average of $0.007 per share. For financial
     statement purposes, the Company recorded compensation expense equal to the
     difference between the public offering price of $0.20 per share and the
     cash price, a total of $71,230 for the initial period ended May 31, 2002.

3.   Income Taxes
     ------------
     A deferred tax asset exists relating to net operating losses and deductible
     temporary differences due to development stage costs. Management does not
     consider it more likely than not that the entire deferred tax asset will be
     realized. Therefore, a full valuation allowance has been established
     against the deferred tax asset. The valuation allowance increased by $6,347
     for the year ended May 31, 2004. The net operating losses will expire in
     2024.






                                       F-7
<PAGE>



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

     We had no independent accountant prior to the retention of Comiskey &
Company, P.C., certified public accountants and consultants, of 789 Sherman
Street, Suite #440, Denver, Colorado 80203, on May 24, 2002. There has been no
change in our independent accountant during the period commencing with the
retention of Comiskey & Company, P.C., through the date of this report.


Item 8A. Controls and Procedures

     Our President/Secretary/Treasurer (the "Certifying Officer") is responsible
for establishing and maintaining disclosure controls and procedures for Rub A
Dub Soap. She has designed such internal controls and procedures in order 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. She has concluded, based upon her
evaluation of these controls and procedures as of the end of our fiscal year
ended May 31, 2004, covered by this report, that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in this report is accumulated and communicated to our management, including
to the Certifying Officer as appropriate, to allow timely decisions regarding
required disclosure. The Certifying Officer also has indicated that there were
no significant changes in our internal controls or other factors that could
significantly affect such controls subsequent to the date of their evaluation,
and there were no corrective actions with regard to significant deficiencies or
material weakness. We are presently unable to provide segregation of duties
within Rub A Dub Soap as a means of internal control. As a result, the
Certifying Officer is presently relying on assistance from our Board of
Directors to provide short-term review procedures until such time as additional
funding is provided to hire additional executives to segregate duties within the
company.


                                    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
      ----                 ---      --------------------------------------------

 Lisa R. Powell*           31       President, Secretary, Treasurer and Director

 Paul J. Zueger*           66       Director




                                       25
<PAGE>


 Douglas W. Granger*       45       Director
------------------

       *Member of the Audit Committee.

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. Ms. Powell devotes approximately 10% of her
time to our business and affairs. Messrs. Zueger and Granger each joined our
Board of Directors on September 5, 2004. They are each expected to devote such
time to our business and affairs as is necessary to perform their
responsibilities as directors 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 Ms. Powell or Messrs. Zueger
or Granger is or has been previously employed, affiliated or otherwise
associated, is or has been affiliated with us.

Business Experience

     Ms. Lisa R. Powell has served as the President, the Secretary, the
Treasurer and a director of Rub A Dub Soap since our inception on September 28,
2001. Ms. Powell has been making natural, vegetable-based soaps by hand and
practicing aromatherapy as a hobby since May 1996. Since December 1998, she has
been employed by Muller Engineering Corporation, Denver, Colorado, as a design
engineer. From June 1993 through December 1998, Ms. Powell was employed as a
water drainage engineer by the U.S. National Park Service. She is a licensed
civil engineer specializing in roadway design. Ms. Powell received a Bachelor of
Science degree in civil engineering from the University of Colorado, Boulder,
Colorado, in 1996.

     Mr. Paul J. Zueger has served as a director of Rub A Dub Soap since
September 5, 2004. Since 1972, Mr. Zueger has been the sole stockholder, the
President and a director of American Design, Ltd., Aurora, Colorado, a company
specializing in the publication of fine art that has twelve retail outlets
located in California, Colorado and New Mexico. American Design is today
recognized as one of the largest wholesale fine art publishing firms in the
United States. Under the auspices of American Design, Mr. Zueger is responsible
for having developed a national direct sales force; representing and publishing
the artworks of several leading artists; and successfully managing twelve fine
art galleries located in three states. In 1989, Mr. Zueger founded and, since
that date, has served on the Board of Directors of The Synaptic Corporation, a
privately-held biotechnology company with offices in Aurora, Colorado. The
Synaptic Corporation is engaged in the manufacture, marketing and distribution
of a line of FDA-approved products that uses patented electromedicine techniques
in the treatment and management of acute and chronic pain.





                                       26
<PAGE>
     Mr. Douglas W. Granger has served as a director of Rub A Dub Soap since
September 5, 2004. He has been employed, since 1996, as a major account
executive by Pitney Bowes Inc., Englewood, Colorado, a Fortune 500 company with
its world headquarters in Stamford, Connecticut, which provides leading edge
global, integrated mail and document management solutions for organizations of
all sizes. Mr. Granger is the number one ranked sales/sales management
professional for Pitney Bowes, having increased his line of business sales from
38% to 156% during his tenure with the company. Since 1997, he has received
eleven performance awards from Pitney Bowes, including, in 2003, Pitney Bowes
Pacemaker Conference Top 13 Major Account Executive's in the United States and,
in 2002, Pitney Bowes Systems Senior Sales Executive of the Year. From 1993 to
1995, Mr. Granger was employed as a sales associate by Unilink Automated Office
Systems, Vail, Colorado, a Ricoh office equipment distributor. During his
two-year tenure with Unilink Automated Office Systems, Mr. Granger was
responsible for increasing sales in Summit and Eagle Counties, Colorado, by
200%. He received the Ricoh University, Deans List Sales Award in 1994. Mr.
Granger was employed by Son Systems, Inc., a Vail, Colorado-based software
system distributor, from 1992 to 1993. In this position, Mr. Granger managed a
team of 15 sales representatives and administrative personnel and increased
growth by 30%. From 1990 to 1991, he was employed as a loan broker by Nu-Home
Financial Services, Inc., Denver, Colorado, a company engaged in mortgage
development for national lenders. From 1983 to 1990, Mr. Granger was employed in
the position of National Sales Director by Shelby Fine Arts, Denver, Colorado, a
national fine art distributor. In this position, he managed 100 sales people and
30 mid-level managers and tripled sales to $3 million annually, receiving the
Shelby Fine Arts, $3 Million Sales Award in 1986.

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, 2004, and with respect to all subsequent
events to September 13, 2004.

Corporate Governance

     The Board of Directors has a separately-designated standing Audit Committee
as required by the Exchange Act. The members of the Audit Committee are Ms. Lisa
R. Powell, Chairman, and Messrs. Paul J. Zueger and Douglas W. Granger. The
Board of Directors has determined that none of the members of the Audit
Committee is an "audit committee financial expert" under rules and regulations
adopted by the SEC. The Board of Directors has also affirmatively determined
that, in its judgment, each of Messrs. Zueger and Granger meets all applicable
independence standards established by the New York Stock Exchange. The Board of
Directors has adopted a Code of Ethics covering the minimum criteria provided in
rules of the Securities Exchange Commission that applies to our principal
executive officer, principal financial officer and principal accounting officer.
The Code of Ethics is attached to this report as Exhibit 14.





                                       27
<PAGE>

Item 10. Executive Compensation

     The following table sets forth information concerning the compensation of
our sole executive officer, including the dollar value of base salary and/or
other annual compensation earned, the dollar value of restricted stock issued
and the number of securities underlying stock options granted, during the fiscal
years ended May 31, 2004 and 2003, and the period from the date of our
organization on September 28, 2001, through May 31, 2002.









                                       28
<PAGE>



<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                                               Long Term Compensation
                           Annual Compensation                        Awards
                      -----------------------------   --------------------------------------
    (a)        (b)       (c)              (d)              (e)                   (f)
Name and                              Other Annual      Restricted           Securities
Principal                             Compensation    Stock Award(s)         Underlying
Position      Year    Salary($)           ($)              ($)               Options/SAR's(#)
---------------------------------------------------------------------------------------------
<S>          <C>       <C>               <C>              <C>                     <C>
Lisa M.      2004      $-0-              $ -0-            $ -0-                  -0-
Powell,      2003      $-0-              $600(1)          $ -0-                  -0-
President,   2002*     $2,500(2)         $600(3)          $3,050(4)              -0-
Secretary
and
Treasurer
------------------
</TABLE>

     *The period from the date of our inception on September 28, 2001, through
May 31, 2002.

     (1) Includes payments for rent from June 1 through September 30, 2002, at
the rate of $150 per month for the use of space at Ms. Powell's residence for
our office.

     (2) Includes $500 per month during the period from May 1 through September
30, 2002.

     (3) Includes payments for rent from February 1 through May 31, 2002, at the
rate of $150 per month for the use of space at Ms. Powell's residence for our
office.

     (4) Includes the value of 3,000,000 shares of common stock issued on
September 28, 2001, in consideration for Ms. Powell's assignment to us of
certain assets, including web site software, soap making supplies and utensils,
books, furniture, soap recipes and a customer list. These shares comprise 81% of
the total number of our outstanding shares of commons stock as of the date of
this report.

General

     Since our inception on September 28, 2001, Ms. Lisa M. Powell, President,
Secretary and Treasurer, has been employed part time. Ms. Powell has received no
cash compensation for her services except $2,500 in salary over a five-month
period in 2002 and monies we paid her to rent space at her residence for our
office. No other cash compensation has been awarded to, earned by or paid to Ms.
Powell since our organization for all services rendered in all capacities to Rub
A Dub Soap.

Restricted Stock Issuance

     On September 28, 2001, we issued 3,000,000 restricted shares of common
stock to Ms. Lisa R. Powell, the President, Secretary and Treasurer and a
director of Rub A Dub Soap, in consideration for her assignment to us of certain
assets, including web site software, soap making supplies and utensils, books,
furniture, soap recipes and a customer list valued at a total of approximately
$3,050. As of the date of this report, the 3,000,000 shares owned by Ms. Powell
represent approximately 81% of our 3,702,800 outstanding shares of common stock.






                                       29
<PAGE>

Long-Term Incentive Plans

     Except for the individual compensation arrangements with Ms. Powell
described immediately above whereby she received 3,000,000 shares, representing
81% of our outstanding shares, of common stock, we do not provide our officers
or employees with pension, stock appreciation rights, long-term incentive or
other compensation plans and have no intention of implementing any of these
plans for the foreseeable future. The provisions of these plans would be at the
discretion of our Board of Directors.

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 September 13, 2004, by each stockholder known by us to
be the beneficial owner of more than 5% of our outstanding shares of common
stock, each director and executive officer and all directors and executive
officers as a group. Under the General Rules and Regulations of the SEC, a
person is deemed to be the beneficial owner of a security if the person has or
shares the power to vote or direct the voting, or dispose or direct the
disposition, of the security. Each stockholder named in the table has sole
voting and investment power with respect to the shares beneficially owned.






                                       30
<PAGE>
                                           Shares
    Name and Address of                  Beneficially            Percent
      Beneficial Owner                     Owned                of Class
------------------------------           -------------         ----------
Lisa R. Powell
13279 West Ohio Avenue
Lakewood, Colorado 80228                  3,000,000                81.0%

Paul J. Zueger
70 South Potomac Street
Aurora, Colorado  80012                     125,000                 3.4%

Douglas W. Granger
10492 East Prentice Avenue
Englewood, Colorado 80111                     -0-                  0.00%

All Executive Officers and
  Directors as a Group (three
  persons)                                3,125,000                84.4%

     As of September 13, 2004, there were 3,702,800 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. Ms. Lisa R. Powell and Messrs Paul J. Zueger and Douglas W.
Granger serve as the members of our Board of Directors. Ms. Powell is our
President, Secretary and Treasurer.


Item 12. Certain Relationships and Related Transactions

     On September 28, 2001, we issued 3,000,000 restricted shares of common
stock to Ms. Lisa R. Powell, the President, Secretary and Treasurer and a
director of Rub A Dub Soap, in consideration for her assignment to us of certain
assets, including web site software, soap making supplies and utensils, books,
furniture, soap recipes and a customer list, valued at a total of approximately
$3,050 (approximately $.001 per share). As of the date of this report, the
3,000,000 shares owned by Ms. Powell represent approximately 81% of our
3,702,800 outstanding shares of common stock.

     On December 5, 2001, we issued 100,000 restricted shares of common stock to
American Design, Ltd., a corporation owned and controlled by Mr. Paul J. Zueger,
a director of Rub A Dub Soap, in consideration for $2,500 in cash ($.025 per
share) and, on January 31, 2002, we issued 25,000 restricted shares of common
stock to Mr. Zueger in consideration for $5,000 in cash ($.20 per share).

     Because of their management positions and/or percentage share ownership in
Rub A Dub Soap, transactions between and among Rub A Dub Soap and Ms. Powell and
Messrs. Zueger and Granger, such as the sale of our common stock to Ms. Powell
and Mr. Zueger as described above, should not be considered to have occurred at
arm's-length.





                                       31
<PAGE>

Item 13. Exhibits and Reports on Form 8-K

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

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

   3.1    Articles of Incorporation of Rub A Dub Soap, Inc., filed September 28,
          2001. (Incorporated in this report by reference to Exhibit 2.1 to the
          Registration Statement on Form SB-1, File No. 333-98315, filed on
          August 18, 2002.)

   3.2    Bylaws of Rub A Dub Soap, Inc. (Incorporated in this report by
          reference to Exhibit 2.2 to the Registration Statement on Form SB-1,
          File No. 333-98315, filed on August 18, 2002.)

   3.3    Amended Bylaws of Rub A Dub Soap, Inc. (Incorporated in this report by
          reference to Exhibit 2.3 to the Amendment Number 1 to the Registration
          Statement on Form SB-1/A, File No. 333-98315, filed on October 11,
          2002.)

   4.1*   Form of stock certificate.

   4.2    Form of Subscription Agreement. (Incorporated in this report by
          reference to Exhibit 4 to the Registration Statement on Form SB-1,
          File No. 333-98315, filed on August 18, 2002.)

   4.3*   Form of Subscription Agreement and Investment Letter.


  10.0*   Promissory Note payable by Rub A Dub Soap, Inc., to Patricia Cudd,
          Esq.

  14.0*   Code of Ethics.

  21.0*   Subsidiaries of Rub A Dub Soap, Inc.






                                       32
<PAGE>

  31.0*   Certification.

  32.0*   Certification of Chief Executive and Financial Officer pursuant to
          Sarbanes-Oxley Act of 2002.

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

     (b) No reports on Form 8-K were filed during the last quarter of the fiscal
year ended May 31, 2004.


Item 14. Principal Accountant Fees and Services.

     Appointment of Independent Auditor and Fees. Comiskey & Company, P.C.,
served as our independent auditors for the fiscal year ended May 31, 2004. We
paid Comiskey & Company, P.C., $6,073 in fees for the year ended May 31, 2004,
and $4,614 in fees for the year ended May 31, 2003, for professional services
rendered for the audit of our annual financial statements, the review of
financial statements included in our quarterly reports on Form 10-QSB and
services that the auditor normally provides in connection with statutory and
regulatory filings or engagements for those fiscal years.

     We established a separately-designated standing Audit Committee consisting
of all three members of our Board of Directors in September 2004. Under
procedures established by the Board of Directors, the Audit Committee will be
required to pre-approve all audit and non-audit services performed by our
independent auditor to ensure that the provisions of these services do not
impair the auditor's independence.

     Each year, the Audit Committee will review with management and the
independent auditor the types of services that are likely to be required
throughout the year. Those services are comprised of four categories, including
audit services, audit-related services, tax services and all other permissible
services. At that time, the Audit Committee will pre-approve a list of specific
services that may be provided within each of these categories, and set fee
limits for each specific service or project. Management will then be authorized
to engage the independent auditor to perform the pre-approved services as needed
throughout the year, subject to providing the Audit Committee with regular
updates. The Audit Committee will review all billings submitted by the
independent auditor on a regular basis to ensure that the services do not exceed
pre-defined limits. The Audit Committee must review and approve in advance, on a
case-by-case basis, all other projects, services and fees to be performed by or
paid to the independent auditor. The Audit Committee also must approve in
advance any fees for pre-approved services that exceed the pre-established
limits, as described above.

     Under company policy and/or applicable rules and regulations, the
independent auditor is prohibited from providing the following types of services
to us:

     o    bookkeeping or other services related to our accounting records or
          financial statements;





                                       33
<PAGE>

     o    financial information systems design and implementation;

     o    appraisal or valuation services, fairness opinions or
          contribution-in-kind reports;

     o    actuarial services;

     o    internal audit outsourcing services,

     o    management functions;

     o    human resources;

     o    legal services;

     o    broker-dealer, investment advisor or investment banking services; and

     o    expert services unrelated to audit.


                                   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.

                                                 RUB A DUB SOAP, INC.



Date:  September 13, 2004                        By:  /s/ Lisa R. Powell
                                                     --------------------------
                                                      Lisa R. Powell, President







                                       34
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     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.



Date:  September 13, 2004         /s/ Lisa R. Powell
                                  ---------------------------------------
                                  Lisa R. Powell,  President,  Secretary,
                                  Treasurer and Director  (Principal
                                  Executive, Financial and Accounting Officer)


Date:  September 13, 2004         /s/ Paul J. Zueger
                                  ---------------------------------------
                                  Paul J. Zueger, Director



Date:  September 13, 2004         /s/ Douglas W. Granger
                                  ---------------------------------------
                                  Douglas W. Granger, Director









                                       35
<PAGE>