FORM 8-K


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE

                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): February 14, 2007

                              Rub A Dub Soap, Inc.
                              --------------------
             (Exact name of registrant as specified in its charter)



         Nevada                333-98315                   84-1609495
 ----------------------   -------------------   -------------------------------
(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)


               2591 Dallas Parkway, Suite 102, Frisco, Texas75034
               --------------------------------------------------
           (Address of principal execute offices, including zip code)

                                  (469)633-0100
                                  -------------
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[_]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[_]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[_]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))



ITEM 3.02   Unregistered Sales of Equity Securities
            ---------------------------------------

            On February 14, 2007, the Board of Directors authorized the issuance
of  160,600  restricted  shares of common  stock to Halter  Capital  Corporation
("Halter") in full payment of $28,265.45 of expenses paid by Halter on behalf of
the  Registrant for various legal and  accounting  expenses  during the calendar
year 2006.  Halter is an affiliate of the  directors.  The Board  determined the
price per share based upon the average trading prices of the shares during 2006,
during which time 252,349 shares were traded with a market value of $44,444. The
shares were exempt from registration under Section 4(2) of the Securities Act of
1933.



                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:    February 16, 2007      Rub A Dub Soap, Inc.
                                (Registrant)

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











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