Exhibit 3.1

                               Secretary of State
                                 State of Nevada

                                CORPORATE CHARTER

I, DEAN HELLER,  the duly executed and qualified  Nevada  Secretary of State, do
hereby certify that RUB A DUB SOAP, INC., did on February 27, 2006, file in this
office  the  original   Articles  of   Incorporation;   that  said  Articles  of
Incorporation  are now on file and of record in the office of the  Secretary  of
State of the State of Nevada,  and further,  that said Articles  contain all the
provisions required by the law of said State of Nevada.

IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed the Great Seal of
State, at my office on February 28, 2006



                                                     DEAN HELLER
                                                     Secretary of State



                                                     By: /s/ Dean Heller
                                                        ------------------------
                                                        Secretary of State



                                                     By: /s/ Diane Aslpeltz
                                                        ------------------------
                                                        Certification Clerk














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                            ARTICLES OF INCORPORATION
                                       OF
                              RUB A DUB SOAP, INC.

         I, the  undersigned  natural  person  acting  as an  incorporator  of a
corporation (hereinafter called the "Corporation") under the General Corporation
Law  of the  State  of  Nevada,  do  hereby  adopt  the  following  Articles  of
Incorporation for the Corporation.

                                   ARTICLE ONE

         The amended name of the Corporation is RUB A DUB SOAP, INC.

                                   ARTICLE TWO

         The  address  of the  Corporation's  principal  office  in the State of
Nevada is 202 South  Minnesota,  Carson City,  Nevada 89702, and the name of its
registered agent at such address is Capitol Corporate Services, Inc.

                                  ARTICLE THREE

         The nature of the  business or purposes to be  conducted or promoted is
to engage in any lawful act or activity for which  corporations may be organized
under the Act.

                                  ARTICLE FOUR

         The Corporation shall have authority to issue two classes of stock, and
the total number authorized shall be one hundred million (100,000,000) shares of
Common  Stock of the par  value of ($.001  each,  and ten  million  (10,000,000)
shares of Preferred Stock of the par value of ($.001) each. A description of the
different   classes  of  stock  of  the  Corporation  and  a  statement  of  the
designations  and the powers,  preferences and rights,  and the  qualifications,
limitations or restrictions  thereof, in respect of each class of such stock are
as follows:

         1. Issuance in Class or Series.  The Preferred Stock may be issued from
time to time in one or more series, or divided into additional  classes and such
classes into one or more series.  The terms of a class or series,  including all
rights and  preferences,  shall be as specified in the resolution or resolutions
adopted  by the Board of  Directors  designating  such  class or  series,  which
resolution or resolutions the Board of Directors is hereby expressly  authorized
to adopt. Such resolution or resolutions with respect to a class or series shall
specify all or such of the rights or  preferences of such class or series as the
Board of Directors shall determine,  including the following, if applicable: (a)
the number of shares to  constitute  such  class or series  and the  distinctive
designation  thereof;  (b) the dividend or manner for  determining  the dividend
payable with respect to the shares of such class or series and the date or dates
from which dividends  shall accrue,  whether such dividends shall be cumulative,
and, if cumulative,  the date or dates from which dividends shall accumulate and
whether the shares in such class or series  shall be entitled to  preference  or
priority over any other class or series of stock of the Corporation with respect
to payment of  dividends;  (c) the terms and  conditions,  including  price or a
manner for determining  the price, of redemption,  if any, of the shares of such
class or series;  (d) the terms and  conditions of a retirement or sinking fund,
if any,  for the purchase or  redemption  of the shares of such class or series;
(e) the amount  which the shares of such class or series  shall be  entitled  to
receive,  if any, in the event of any liquidation,  dissolution or winding up of
the  Corporation  and whether such shares  shall be entitled to a preference  or
priority over shares of another class or series with respect to amounts received
in  connection  with  any   liquidation,   dissolution  or  winding  up  of  the
Corporation; (f) whether the shares of such class or series shall be convertible
into, or exchangeable for, shares of stock of any other class or classes, or any
other  series  of the  same or any  other  class or  classes  of  stock,  of the
Corporation and the terms and conditions of any such conversion or exchange; (g)
the  voting  rights,  if any,  of  shares  of stock of such  class or  series in
addition to those  granted  herein;  (h) the status as to  reissuance or sale of
shares of such class or series redeemed,  purchased or otherwise reacquired,  or
surrendered  to  the  Corporation  upon  conversion;   (i)  the  conditions  and
restrictions,  if any,  on the  payment of  dividends  or on the making of other
distributions  on,  or the  purchase,  redemption  or other  acquisition  by the
Corporation  or any  subsidiary,  of any  other  class or series of stock of the


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Corporation  ranking junior to such shares as to dividends or upon  liquidation;
(j) the conditions,  if any, on the creation of indebtedness of the Corporation,
or any subsidiary;  and (k) such other  preferences,  rights,  restrictions  and
qualifications as the Board of Directors may determine.

         All  shares of the  Common  stock  shall be of the same class and shall
have equal dividend or distribution, liquidation and other rights.

         All shares of the Common  Stock shall rank  equally,  and all shares of
the Preferred Stock shall rank equally, and be identical within their classes in
all respects regardless of series,  except as to terms which may be specified by
the Board of Directors  pursuant to the above provisions.  All shares of any one
series of a class of Preferred Stock shall be of equal rank and identical in all
respects,  except that shares of any one series  issued at  different  times may
differ  as to  the  dates  on  which  dividends  thereon  shall  accrue  and  be
cumulative.

         2. Other  Provisions.  Shares of Common Stock or Preferred Stock of any
class or series may be issued with such voting  powers,  full or limited,  or no
voting powers,  and such designations,  preferences and relative  participating,
option or  special  rights,  and  qualifications,  limitations  or  restrictions
thereof,  as shall be stated and  expressed  in the  resolution  or  resolutions
providing for the issuance of such stock adopted by the Board of Directors.  Any
of the voting  powers,  designations,  preferences,  rights and  qualifications,
limitations  or  restrictions  of any such  class or series of stock may be made
dependent upon facts ascertainable  outside the resolution or resolutions of the
Board  of  Directors  providing  for the  issue of such  stock  by the  Board of
Directors, provided the manner in which such facts shall operate upon the voting
powers,  designations,  preferences,  rights and qualifications,  limitations or
restrictions  or such class or series is clearly set forth in the  resolution or
resolutions  providing  for the  issue of such  stock  adopted  by the  Board of
Directors.  Shares of Common or Preferred  Stock  reacquired by the  Corporation
shall no longer be deemed  outstanding  and shall have no voting or other rights
unless and until reissued.  Shares reacquired by the Corporation may be canceled
and restored to the status of  authorized  and  unissued  stock by action of the
Board of Directors.

         3. Common  Stock.  Except as otherwise  provided in any  resolution  or
resolutions  adopted by the Board of Directors,  the Common Stock shall (a) have
the exclusive voting power of the  corporation;  (b) entitle the holders thereof
to one vote per share at all meetings of the  stockholders  of the  Corporation;
(c) entitle  the holders to share  ratably,  without  preference  over any other
shares of the Corporation,  in all assets of the Corporation in the event of any
dissolution,  liquidation or winding up of the Corporation;  and (d) entitle the
record holder thereof on such record dates as are determined, from time to time,
by the Board of  Directors to receive  such  dividends,  if any, if, as and when
declared by the Board of Directors.

                                  ARTICLE FIVE

         The Corporation is to have perpetual existence.

                                   ARTICLE SIX

         No stockholder  shall have any pre-emptive  right to purchase shares of
the Corporation.

                                  ARTICLE SEVEN

         1. Designations. The governing board of the Corporation shall be styled
as a "Board of Directors," and any member of said Board shall be styled as a
"Director."

         2. Number, Election and Terms of Directors. The business and affairs of
the Corporation shall be managed by a Board of Directors,  which, subject to the
rights of  holders  of shares of any class of series of  Preferred  Stock of the
Corporation  then  outstanding to elect  additional  Directors  under  specified
circumstances,  shall  consist  of not less  than one nor more  than  twenty-one
persons.   The  exact  number  of  Directors  within  the  minimum  and  maximum
limitations specified in the preceding sentence shall be fixed from time to time
by either  (i) the Board of  Directors  pursuant  to a  resolution  adopted by a
majority of the entire Board of Directors,  or (ii) the affirmative  vote of the




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holders  of a  majority  of  the  voting  power  of all  of  the  shares  of the
Corporation  entitled to vote  generally  in the  election of  Directors  voting
together as a single class. No decrease in the number of Directors  constituting
the Board of Directors shall shorten the term of any incumbent Director.

         3.  Stockholder  Nomination of Director  Candidates.  Advance notice of
stockholder  nominations for the election of Directors shall be at least 90 days
in advance of the date in which the next annual meeting of stockholders is to be
held.

         4. Newly-Created Directorships and Vacancies.  Subject to the rights of
the holders of any series of any Preferred Stock then outstanding, newly-created
directorships  resulting from any increase in the authorized number of Directors
and  any  vacancies  in  the  Board  of  Directors  resulting  from  the  death,
resignation,  retirement,  disqualification,  removal from office or other cause
may be filled by a majority  vote of the  Directors  then in office  even though
less than a quorum, or by a sole remaining Director.

         5.  Removal.  Subject to the rights of the holders of any series of any
Preferred Stock then outstanding, any Director or the entire Board of Directors,
may be removed  from  office at any annual or  special  meeting  called for such
purpose, and then only for cause and only by the affirmative vote of the holders
of a  majority  or  more  of the  voting  power  of all  of  the  shares  of the
Corporation  entitled to vote  generally  in the election of  Directors,  voting
together as a single class. As used herein, cause shall mean only the following:
proof  beyond the  existence  of a  reasonable  doubt  that a Director  has been
convicted  of  a  felony,  committed  gross  negligence  or  willful  misconduct
resulting in a material  detriment to the  Corporation,  or committed a material
breach  of  his  fiduciary  duty  to the  Corporation  resulting  in a  material
detriment to the Corporation.

                                  ARTICLE EIGHT

         Notwithstanding  anything  contained in these Articles of Incorporation
to the contrary,  the  affirmative  vote of the holders of a majority or more of
the voting power of all the shares of the Corporation entitled to vote generally
in the  election  of  Directors,  voting  together as a single  class,  shall be
required to call a special meeting of stockholders or to alter, amend, adopt any
provision  inconsistent  with or repeal this Article Eight, or to alter,  amend,
adopt any provision inconsistent with comparable sections of the Bylaws.

                                  ARTICLE NINE

         No stock,  whether paid up or issued as fully paid, shall be subject to
assessment to pay the debts of the Corporation.

                                   ARTICLE TEN

         The Corporation shall indemnify any person who was, or is threatened to
be made, a party to a proceeding (as hereinafter  defined) by reason of the fact
that he or she (i) is or was a director or officer of the  Corporation,  or (ii)
while a director or officer of the Corporation, is or was serving at the request
of  the  Corporation  as  a  director,   officer,  employee,  agent  or  similar
functionary of another corporation,  partnership,  joint venture, trust or other
enterprise, to the fullest extent permitted under the NRS, as the same exists or
may hereafter be amended. Such right shall be a contract right and as such shall
run to the  benefit of any  director  or officer  who is elected and accepts the
position  of  director  or officer of the  Corporation  or elects to continue to
serve as a director or officer of the Corporation while this Tenth Article is in
effect.  The rights  conferred  above shall not be  exclusive of any other right
which  any  person  may have or  hereafter  acquire  under any  statute,  bylaw,
resolution of stockholders or directors, agreement or otherwise.

         The  Corporation  may,  pursuant to approval by the Board of Directors,
additionally  indemnify any employee or agent of the  Corporation to the fullest
extent permitted by law.

         As used herein, the term "proceeding" means any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  any appeal in such an action, suit or proceeding and any inquiry
or investigation that could lead to such an action, suit or proceeding.



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<PAGE>

                                 ARTICLE ELEVEN

         A director or officer of the Corporation shall not be personally liable
to the  Corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary  duty as a director or officer,  except for  liability (i) for acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law; or (ii) for the payment of  distributions  in violation of NRS 78.300.  Any
repeal  or  amendment  of  this  Eleventh  Article  by the  stockholders  of the
Corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation on the personal liability of a director or officer of the Corporation
arising  from an act or omission  occurring  prior to the time of such repeal or
amendment.  In addition to the  circumstances  in which a director or officer of
the  Corporation  is not  personally  liable  as  set  forth  in  the  foregoing
provisions of this Eleventh  Article,  a director or officer shall not be liable
to the  Corporation or its  stockholders  to such further extent as permitted by
any  law  hereafter  enacted,  including,  without  limitation,  any  subsequent
amendment to the NRS.

         I, the  undersigned,  for the purpose of forming the Corporation  under
the laws of the State of Nevada,  do make,  file and record  these  Articles  of
Incorporation  and do  certify  that  this is my act and deed and that the facts
stated herein are true and, accordingly,  I do hereunto set my hand on this 27th
day of February, 2006.





                                                     /s/ Ronald L. Brown



                                                     Ronald L. Brown






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