FORM 8-K/A


                                 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                   (Commission File No.)            (IRS Employer
 Incorporation)                                             Identification No.)


               2591 Dallas Parkway, Suite 102, Frisco, Texas 75034
               ---------------------------------------------------

           (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. Halter is an affiliate
of the directors.  On March 14, 2007, the Company  determined that such issuance
would result in an accounting expense greatly in excess of the true value of the
transaction,  and the parties agreed to rescind the transaction. The shares have
been cancelled and the amount of the advances added as contributed capital.



                                   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:    March 14, 2007                         Rub A Dub Soap, Inc.
                                                (Registrant)

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