UNITED STATES
 SECURITIES AND EXCHANGE
COMMISSION
 Washington, DC
20549
  Form
10-K
 
  ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
 For
the fiscal year ended June 30, 2008
  Commission
File Number 000-32849
 RUDY
NUTRITION
 (Exact
name of small business issuer as specified in its charter)
  Nevada
              11-2751630(State of
      incorporation)
              (IRS Employer ID
      No.)P.O. Box 93507, Las Vegas,
      NV
              89118(Address
      of principal executive office)
              (Zip
      Code)
  Issuer’s
telephone number (866) 783-9738
  Securities
registered under Section 12(b) of the Exchange Act: None
  Securities
registered under Section 12(g) of the Exchange Act:
  COMMON
STOCK, $0.001 PAR VALUE
 (Title
of each class)
  
 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o; No x.
 
 Indicate
by check mark whether the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.  Yes o; No x.
 
 Indicate
by check mark if the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 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 o.
  Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K o.
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See the definition of “large accelerated filer,” and
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):
 
 Large
accelerated filer o   Accelerated
filer o    Non-accelerated
filer o    Smaller
reporting company x
 (Do not check if a smaller reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes o   No x




State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and ask price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter - $165,600.
 
 As of
August 31, 2008, the registrant had outstanding 221,817,606 shares of its common
stock, par value of $0.001, its only class of voting securities.
  DOCUMENTS
INCORPORATED BY REFERENCE
  No
documents are incorporated by reference into this Report except those Exhibits
so incorporated as set forth in the Exhibit index.


Table of Contents







RUDY
NUTRITION





TABLE OF CONTENTS





FORM
10-K


PagePART
      IItem
      1
              Business
              3Item
      1A
              Risk Factors
              5Item
      2
              Properties
              5Item
      3
              Legal Proceedings
              5Item
      4
              Submission of Matters to a Vote of Security
      Holders
              5PART
      IIItem
      5
              Market for Registrant’s Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities
              6Item
      6
              Selected Financial Data
              7Item
      7
              Management’s Discussion and Analysis of Financial Condition and
      Results of Operation
              7Item
      7A
              Quantitative and Qualitative Disclosures about Market
      Risk
              11Item
      8
              Financial Statements and Supplementary Data
              11Item
      9
              Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
              28Item
      9A(T)
              Controls and Procedures
              28Item
      9B
              Other Information
              28PART
      IIIItem
      10
              Directors, Executive Officers and Corporate
      Governance
              29Item
      11
              Executive Compensation
              32Item
      12
              Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder MattersItem
      13
              Certain Relationships and Related Transactions, and Director
      Independence
              35Item
      14
              Principal Accountant Fees and Services
              35PART
      IVItem
      15
              Exhibits and Financial Statement Schedules
              36




Table of Contents





From time
to time, we may publish forward-looking statements relative to such matters as
anticipated financial results, business prospects, technological developments
and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. The following discussion
and analysis should be read in conjunction with the report on the Consolidated
Financial Statements and the accompanying Notes to Consolidated Financial
Statements appearing later in this report. All statements other than statements
of historical fact included in this Annual Report on Form 10-K are, or may be
deemed to be, forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of
1934, as amended. Important factors that could cause actual results to differ
materially from those discussed in such forward-looking statements include, but
are not limited to, the following: our current liquidity needs, as described in
our periodic reports; changes in the economy; our inability to raise additional
capital; our involvement in potential litigation; volatility of our stock price;
the variability and timing of business opportunities; changes in accounting
policies and practices; the effect of internal organizational changes; adverse
state and federal regulation and legislation; and the occurrence of
extraordinary or catastrophic events and terrorist acts. These factors and
others involve certain risks and uncertainties that could cause actual results
or events to differ materially from management’s views and expectations.
Inclusion of any information or statement in this report does not necessarily
imply that such information or statement is material. We do not undertake any
obligation to release publicly revised or updated forward-looking information,
and such information included in this report is based on information currently
available and may not be reliable after this date.






PART
I


ITEM 1:
              BUSINESS


Effective
February 11, 2008, Rudy Nutrition (“Nutrition”) (formerly AccuPoll Holding
Corp.), a Nevada corporation formed on January 10, 1985, and the shareholders of
Rudy Beverage, Inc. (“Rudy”), a Nevada corporation, made and entered into a
stock for stock exchange agreement.  The shareholders of Rudy
exchanged all of the issued and outstanding shares of Rudy, for 8,750,000 shares
of Nutrition.  Completion of the exchange agreement resulted in the
Rudy shareholders having control of Nutrition.  Accordingly, the
transaction was recorded for accounting purposes as the acquisition of Rudy by
Nutrition with Rudy as the acquirer (reverse acquisition).  The
financial statements prior to February 11, 2008 are those of
Rudy.  Rudy was incorporated in Nevada in November 2005 to develop and
sell health conscious beverages as an alternative to sugar laden sodas and
sports drinks.  With some professional assistance, Rudy developed
“Rudy Revolution” to target the active individual and “Rudy Flying Colors” for
children.  Both formulas included a beneficial mixture of vitamins,
electrolytes, carbohydrates and utilized xylitol as an alternative
sweetener.





By Order
dated September 12, 2008, the Securities and Exchange Commission
("SEC") instituted an administrative proceeding pursuant to Section 12(j)
of the Securities Exchange Act of 1934 ("Act") to revoke the registration of the
Company's shares of common stock under Section 12(g) of the Act, allegedly for
failure of the Company to comply with the reporting requirements of the
Act.  The SEC also entered an order on September 12, 2008
suspending trading in the Company's shares from that date to September 25, 2008,
allegedly because of the Company's failure to file any periodic reports since
September 30, 2005, with the exception of a periodic report for the period
ended March 31, 2008.  The Company intends to contest the revocation of its
registration under the Act, asserting that it has filed reports containing all
financial and other information available to it without unreasonable effort and
expense, in satisfaction of the disclosure and reporting requirements of the
Act.  Registration of the Company's shares under Section 12(g) of the Act
is a prerequisite for continued quotation and trading on the Pink
Sheets.  If registration were revoked, the Company's shares would no
longer be eligible to trade on the Pink Sheets and shareholders would experience
difficulty in buying and selling their shares.





On
January 21, 2008, the Board of Directors of the Company approved a one for 9,000
share reverse split of the Company’s common stock.  On September 12,
2008, the Company declared a 4:1 reverse stock split, which will become final
upon notification from FINRA.  All share transactions and disclosures
have been restated as if the reverse stock split occurred before all periods
presented.





Nutrition
operated through its two wholly owned subsidiaries, AccuPoll, Inc. and Z-Prompt,
Inc. until they each filed a voluntary bankruptcy case under Chapter 7 of the
United States Bankruptcy Code.  The AccuPoll, Inc. petition was filed
in the United States Bankruptcy Court in the Central District of California,
case number 06-10164 on February 21, 2006.  The Z-Prompt, Inc.
petition was filed in the same court, case number 06-10170 on February 22,
2006.  AccuPoll, Inc. was engaged in the design and development of a
voting system with an intuitive touch-screen interface that provided a polling
place electronic voting solution primarily to states and counties in the United
States.  Z-Prompt, Inc. had a nationwide network of computer hardware
technicians who could assist with maintenance of the AccuPoll, Inc.
equipment.  Subsequent to its two subsidiaries filing voluntary
bankruptcy cases under Chapter 7 of the United States Bankruptcy Code, Nutrition
had no operations and temporarily ceased filing with the Securities and Exchange
Commission.




3
 Table of Contents




Rudy was
founded by Daniel “Rudy” Ruettiger whose “Never Quit” attitude, led him to
attend and play football for the University of Notre Dame.  His
exploits were dramatized in the Tri-Star film “Rudy”.  Rudy has a
dream of making a healthier America by offering healthier foods which can help
fight obesity and lesson the effects of diseases such as diabetes.  To
this end Rudy was incorporated in Nevada in November 2005 to develop and sell
health conscious beverages as an alternative to sugar laden sodas and sports
drinks.  With some professional assistance, Rudy developed “Rudy
Revolution” to target the active individual and “Rudy Flying Colors” for
children.  Both formulas included a beneficial mixture of vitamins,
electrolytes, carbohydrates and utilized xylitol as an alternative
sweetener.  Xylitol is a natural low calorie sweetener derived from
the bark of Birch trees.  It has been clinically shown to decrease the
formation of certain bacteria and plaques in the mouth thus reducing tooth decay
and some ear infections.  Xylitol also helps reduce “dry”
mouth.  It is best known as a sweetener in some chewing
gums.





Production
of the proprietary formulas began in June 2006.  A network of brokers
and distributors was set up in various parts of the country.  Rudy
test marketed the product in select markets, Boston, Buffalo, St. Louis,
Hartford and Colorado Springs among other cities.  In several blind
taste tests, Rudy outperformed Gatorade® and PowerAde®.





Analysis
by beverage professionals including Bevnet, led Rudy to redevelop the formula,
packaging and marketing.  Moreover, further professional analysis by a
group of MBA’s, lawyers and CPA’s close to Mr. Ruettiger led to a total overhaul
of the Company.  In January 2007, a group of investors formed Rudy
Partners, Ltd and purchased Rudy from Global Beverage Solutions,
Inc.





Rudy
changed the bottles from high density “milk jug” plastic with expensive sleeved
labels to more traditional clear PET plastic with standardized
labels.  Despite its superior formulation, Rudy Revolution was being
touted as an alternative to Gatorade® which has no vitamins and considerably
more sugar.  The new formulation is comparable to a Vitamin Water® but
much different because it contains electrolytes, carbohydrates and a low calorie
natural sweetener.  The labels now focus on the instantly recognizable
brand “Rudy”/”Rudy 45” and dropped the name Revolution.  The new
labels were developed on ideas from a large New York based professional
advertising agency.  The product mix was also changed from 9 flavors
among 2 products and 4 individual package sizes to 4 flavors in a single product
with three sizes; 12, 20 and 32 ounces.  Production was moved from a
North Carolina dairy to a mainstream bottler in Chicago.  The Chicago
location serves a much broader distribution area.  Net margins from
the repackaging and repositioning are expected to increase by
27%.  These decisions were arrived at after careful analysis of the
prior test marketing and continued professional advice including an in depth
marketing study by a group of Notre Dame MBA students.





The raw
materials used by the Company are readily available and should not delay
production due to a lack of availability.




On
October 7, 2007, Rocco “Rocky” Brandonisio became President of
Rudy.  Mr. Brandonisio has over 20 years experience in the marketing,
sales and distribution of beverages and snack products.  Mr.
Brandonisio has been instrumental in developing a marketing strategy to
introduce the Rudy products through the vending channel.  Through Mr.
Brandonisio efforts, Rudy has entered into a national distribution agreement
with Vistar, Inc. for sales to vending operators such as nationally recognized
Canteen, Inc.  Vistar is the largest wholesaler of products to vending
company operators and has recently purchased a national “DSD” distributor which
sells to convenience stores.  Mr. Brandonisio with the assistance of
food broker Focus 365 of California has signed on a number of brokers throughout
the country to sell Rudy products to other distributors.  Rudy has
recently begun sales of the revised product in the Las Vegas area through an
existing company operated by Mr. Brandonisio.





During
January 2008, Venture Media Services filmed a short feature with Hugh Downs as
the narrator, on Rudy which will be shown on PBS, ESPN and the Discovery Channel
and the Internet.  Several planned appearances by Mr. Ruettiger on
national talk shows will publicize the Rudy beverages.  In-store and
on-machine advertising will promote the product.  Some advertising
will appear in magazines to help educate mothers concerned for their
children.





4
 Table of Contents




SEGMENT
REPORTING




We
operate in one reportable segment.




CUSTOMERS






We had
one customer in 2007 that accounted for 10% of consolidated sales and no
customers in 2008 that accounted for more than 10% of consolidated
sales.







RESEARCH
AND DEVELOPMENT





We have
an active and ongoing research effort to develop new products and to make
improvements to existing products.  The current formulation focuses
more on hydrating active individuals.  The second product under
development will target those with a more sedentary lifestyle with more vitamins
and a revolutionary new sweetener for a product with near zero
calories.  Also under development are a power bar and low calories
health snacks including brownies.





EMPLOYEES




At June
30, 2008 and 2007, we had no employees.  We used consultants on a
part-time basis as needed to meet our labor requirements.


ITEM
      1A:
              RISK
      FACTORS


Not
applicable.


ITEM
      2:
              PROPERTIES


The
Company is not currently committed on any leases for office or warehouse
space.  Office space is provided by the Company’s officers at no cost
to the Company and the Company’s product inventory is currently stored at the
bottling company also at no cost to the Company.


ITEM
      3:
              LEGAL
      PROCEEDINGS


By Order
dated September 12, 2008, the Securities and Exchange Commission
("SEC") instituted an administrative proceeding pursuant to Section 12(j)
of the Securities Exchange Act of 1934 ("Act") to revoke the registration of the
Company's shares of common stock under Section 12(g) of the Act, allegedly for
failure of the Company to comply with the reporting requirements of the
Act.  The SEC also entered an order on September 12, 2008
suspending trading in the Company's shares from that date to September 25, 2008,
allegedly because of the Company's failure to file any periodic reports since
September 30, 2005, with the exception of a periodic report for the period
ended March 31, 2008.  The Company intends to contest the revocation of its
registration under the Act, asserting that it has filed reports containing all
financial and other information available to it without unreasonable effort and
expense, in satisfaction of the disclosure and reporting requirements of the
Act.  Registration of the Company's shares under Section 12(g) of the Act
is a prerequisite for continued quotation and trading on the Pink
Sheets.  If registration were revoked, the Company's shares would no
longer be eligible to trade on the Pink Sheets and shareholders would experience
difficulty in buying and selling their shares.




ITEM
      4:
              SUBMISSION OF MATTERS TO A VOTE OF SECURITY
  HOLDERS


There
were no matters submitted to a vote of security holders during the fourth
quarter of fiscal 2008.




5
 Table of Contents




PART
II




ITEM
      5:
              MARKET
      FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES


Our
$0.001 par value per share common stock was listed in the Pink Sheets under the
symbol “RUNU.PK” and is now traded on the Gray Sheets under the symbol
“RUDN.”  Prior to the acquisition of Rudy, the Company’s common stock
traded on the OTCBB under the symbol “ACUP.OB.”




The
following table sets forth the quarterly high and low daily close for our common
stock for the two years ended June 30, 2008. The bids reflect inter-dealer
prices without adjustments for retail mark-ups, mark-downs or commissions and
may not represent actual transactions.




High
              
              
              Low2008Fourth
      quarter
              
              $
              0.695
              
              
              $
              0.024Third
      quarter
              
              $
              2.00
              
              
              $
              0.25Second
      quarter
              
              $
              1.80
              
              
              $
              1.80First
      quarter
              
              $
              4.50
              
              
              $
              3.602007Fourth
      quarter
              
              $
              11.70
              
              
              $
              5.40Third
      quarter
              
              $
              4.50
              
              
              $
              1.80Second
      quarter
              
              $
              9.00
              
              
              $
              2.70First
      quarter
              
              $
              7.20
              
              
              $
              4.50


By Order
dated September 12, 2008, the Securities and Exchange Commission
("SEC") instituted an administrative proceeding pursuant to Section 12(j)
of the Securities Exchange Act of 1934 ("Act") to revoke the registration of the
Company's shares of common stock under Section 12(g) of the Act, allegedly for
failure of the Company to comply with the reporting requirements of the
Act.  The SEC also entered an order on September 12, 2008
suspending trading in the Company's shares from that date to September 25, 2008,
allegedly because of the Company's failure to file any periodic reports since
September 30, 2005, with the exception of a periodic report for the period
ended March 31, 2008.  The Company intends to contest the revocation of its
registration under the Act, asserting that it has filed reports containing all
financial and other information available to it without unreasonable effort and
expense, in satisfaction of the disclosure and reporting requirements of the
Act.  Registration of the Company's shares under Section 12(g) of the Act
is a prerequisite for continued quotation and trading on the Pink
Sheets.  If registration were revoked, the Company's shares would no
longer be eligible to trade on the Pink Sheets and shareholders would experience
difficulty in buying and selling their shares.








6
 Table of Contents




HOLDERS




At August
31, 2008, there were approximately 258 holders of record of our common
stock.





DIVIDENDS




We have
never paid cash dividends on our common stock and intend to utilize current and
future resources to implement our plan of operations. It is not anticipated that
cash dividends will be paid on our common stock in the foreseeable
future.




SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS





At June
30, 2008, the Company did not have any equity compensation
plans.





RECENT
SALES OF UNREGISTERED SECURITIES





Sales
during the first three quarters of the fiscal year were reported in Item 2 of
Part II of the Form 10-QSB filed for each quarter.





During
the fourth quarter:


·
            We
      issued 74,087,650 shares in exchange for convertible notes payable and
      accrued interest in the total amount of
  $592,701.





All of
the shares issued were sold pursuant to an exemption from registration under
Section 4(2) promulgated under the Securities Act of 1933, as
amended.




ITEM 6:
            SELECTED
      FINANCIAL DATA




Not
applicable.





ITEM 7:
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS




From time
to time, we may publish forward-looking statements relative to such matters as
anticipated financial results, business prospects, technological developments
and similar matters.  The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements.  The
following discussion and analysis should be read in conjunction with the
Financial Statements and the accompanying Notes to Financial Statements
appearing elsewhere in this report.  All statements other than
statements of historical fact included in this report are, or may be deemed to
be, forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934,
as amended.  Important factors that could cause actual results to
differ materially from those discussed in such forward-looking statements
include, but are not limited to, the following: our current liquidity needs;
changes in the economy; our inability to raise additional capital; our
involvement in potential litigation; the variability and timing of business
opportunities; changes in accounting policies and practices; the effect of
internal organizational changes; adverse state and federal regulation and
legislation; and the occurrence of extraordinary or catastrophic events and
terrorist acts.  These factors and others involve certain risks and
uncertainties that could cause actual results or events to differ materially
from management’s views and expectations.  Inclusion of any
information or statement in this report does not necessarily imply that such
information or statement is material.  We do not undertake any
obligations to release publicly revised or updated forward-looking information,
and such information included in this report is based on information currently
available and may not be reliable after this date.




7
 Table of Contents




GOING CONCERN AND
LIQUIDITY:





Rudy
Beverage has experienced significant liquidity restraints.  During
fiscal 2006 we received $1,019,411 in funding from Global Beverage Solutions,
Inc. (“Global Beverage”) to fund our startup.  Initial sales commenced
in June 2006.  During fiscal 2007 and until Global Beverage sold its
interest in Rudy Beverage to Rudy Partners, Ltd., Global advanced an additional
$798,632, for a total of $1,818,043 in funding while other related parties
advanced $190,339.  During fiscal 2008, we received loans from related
parties of $481,238, net of repayments of $250,496 and received $495,316 in
contributions from shareholders.  At June 30, 2008, we have a cash
balance of $560,195, but have negative working capital of $3,565,905 at June 30,
2008.





During
the two months ended August 31, 2008, we issued 131,844,322 shares of our common
stock in exchange for approximately $263,689 in convertible notes payable and
accrued interest.  In addition, we issued 126,614,995 shares of our
Series B preferred stock in exchange for accrued consulting fees of $126,615 in
July 2008.





We have
lacked the equity capital to generate sufficient sales with sufficient profit to
fund our business plan.  We plan to use the resources afforded by a
public company to raise funds through private placements of our common stock and
to issue common stock in exchange for certain obligations.





There can
be no assurance that revenues from operations and private placement sales of our
common stock will be sufficient to fund our current business
plan.  Our ability to continue as a going concern depends upon our
success in executing these plans.





See Item
1 regarding Administrative Proceeding filed by the SEC.





CAPITAL
REQUIREMENTS:





We expect
to contract with bottlers to produce our product.  Accordingly, we do
not expect to have any significant capital expenditure
requirements.







RESULTS OF
OPERATIONS:





Rudy was
incorporated in Nevada in November 2005 to develop and sell health conscious
beverages as an alternative to sugar laden sodas and sports
drinks.  With some professional assistance, Rudy developed “Rudy
Revolution” to target the active individual and “Rudy Flying Colors” for
children.  Both formulas included a beneficial mixture of vitamins,
electrolytes, carbohydrates and utilized xylitol as an alternative
sweetener.  Xylitol is a natural low calorie sweetener derived from
the bark of Birch trees.  It has been clinically shown to decrease the
formation of certain bacteria and plaques in the mouth thus reducing tooth decay
and some ear infections.  Xylitol also helps reduce “dry”
mouth.  It is best known as a sweetener in some chewing
gums.





Production
of the proprietary formulas began in June 2006.  Analysis by beverage
professionals including Bevnet, led Rudy to redevelop the formula, packaging and
marketing.  Moreover, further professional analysis by a group of
MBA’s, lawyers and CPA’s close to Mr. Ruettiger led to a total overhaul of the
Company.  In January 2007, a group of investors formed Rudy Partners,
Ltd and purchased Rudy from Global Beverage Solutions, Inc.





Rudy
changed the bottles from high density “milk jug” plastic with expensive sleeved
labels to more traditional clear PET plastic with standardized
labels.  Despite its superior formulation, Rudy Revolution was being
touted as an alternative to Gatorade® which has no vitamins and considerably
more sugar.  The new formulation is comparable to a Vitamin Water® but
much different because it contains electrolytes, carbohydrates and a low calorie
natural sweetener.  The labels now focus on the instantly recognizable
brand “Rudy”/”Rudy 45” and dropped the name Revolution.  The new
labels were developed on ideas from a large New York based professional
advertising agency.  The product mix was also changed from 9 flavors
among 2 products and 4 individual package sizes to 4 flavors in a single product
with three sizes; 12, 20 and 32 ounces.  Production was moved from a
North Carolina dairy to a mainstream bottler in Chicago.  The Chicago
location serves a much broader distribution area.  Net margins from
the repackaging and repositioning are expected to increase by
27%.  These decisions were arrived at after careful analysis of the
prior test marketing and continued professional advice including an in depth
marketing study by a group of Notre Dame MBA students.




8
 Table of Contents




On
October 7, 2007, Rocco “Rocky” Brandonisio became President of
Rudy.  Mr. Brandonisio has over 20 years experience in the marketing,
sales and distribution of beverages and snack products.  Mr.
Brandonisio has been instrumental in developing a marketing strategy to
introduce the Rudy products through the vending channel.  Through Mr.
Brandonisio efforts, Rudy has entered into a national distribution agreement
with Vistar, Inc. for sales to vending operators such as nationally recognized
Canteen, Inc.  Vistar is the largest wholesaler of products to vending
company operators and has recently purchased a national “DSD” distributor which
sells to convenience stores.  Mr. Brandonisio with the assistance of
food broker Focus 365 of California has signed on a number of brokers throughout
the country to sell Rudy products to other distributors.  Rudy has
recently begun sales of the revised product in the Las Vegas area through an
existing company operated by Mr. Brandonisio.





Revenue
and Cost of Product Sold





Our
revenues decreased from $367,639 to $44,406 (88%) in fiscal 2008 as
compared to fiscal 2007.   Sales in fiscal 2008 have been restricted
due to both lack of capital required to expand marketing efforts and delays in
obtaining smaller bottle sizes to meet customer requirements.  Also
when the Company entered the new direction discussed above, we had very limited
sales while the program was developed.





In fiscal
2007, cost of product sold included $296,549 for damaged and obsolete
product.  Excluding this write-down, we had gross profit of 8% in
fiscal 2007 as compared to 12% in fiscal 2008.  Fiscal 2008 included
an inventory write-down of $28,946.  We expect further margin
improvements as revenue is expanded.





Selling
and Marketing Expense





Selling
and marketing expenses amounted to $256,566 in fiscal 2007 as compared to
$155,390 in fiscal 2008.  The primary reason for the decline was the
change in business strategy discussed above.





General
and Administrative Expense





General
and administrative expense amounted to $698,269 in fiscal 2007 as compared to
$259,944 in fiscal 2008.  The primary decrease in fiscal 2008 resulted
from the overall decline which occurred as a result of the factors discussed
above regarding our change in direction.





Asset
Impairment





Our
operating segment was tested for impairment at the end of fiscal 2007 and the
fair value was estimated based on the expected present value of future cash
flows.  We determined when using a conservative revenue forecast that
we would not attribute any value to our goodwill.  Accordingly, we
reduced the carrying value of the goodwill to zero and recorded an impairment
loss of $4,852,000.  We also abandoned equipment with a cost of
$102,711 and a net book value of $83,715 at the end of fiscal
2007.  The equipment was primarily printing plates and dies for which
we had no future use.





NEW
ACCOUNTING STANDARDS





There are
several new accounting pronouncements issued by the Financial Accounting
Standards Board (“FASB”) which are not yet effective.  Each of these
pronouncements, as applicable, has been or will be adopted by the
Company.  Management does not believe any of these accounting
pronouncements has had or will have a material impact on the Company’s financial
position or operating results.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.




9
 Table of Contents




In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. The effective date of
this statement is the same as that of the related Statement 141 (revised 2007).
The Company will adopt this Statement beginning July 1, 2009. It is not believed
that this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning July 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.




In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning July 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.




10
 Table of Contents




In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement July 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.








CRITICAL
ACCOUNTING POLICIES




The SEC
issued Financial Reporting Release No. 60, “Cautionary Advice Regarding
Disclosure about Critical Accounting Policies” (“FRR 60”), suggesting companies
provide additional disclosure and commentary on their most critical accounting
policies.  In FRR 60, the SEC defined the most critical accounting
policies as the ones that are most important to the portrayal of a company’s
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain.  Based on this
definition our most critical accounting policies include the valuation of
intangibles, which affects their amortization and impairment calculations and
stock-based compensation.  The methods, estimates and judgments we use
in applying these most critical accounting policies have a significant impact on
the results we report in our consolidated financial statements.





In general, the critical accounting
policies that may require judgments or estimates relate specifically to the
Allowance for Doubtful Accounts andInventory Reserves for
Obsolescence.





Revenues from product sales are
recognized at the time the product is shipped customarily FOB shipping point, at
which point title passes. An allowance is established if necessary for estimated
returns as revenue is recognized. The Allowance for Doubtful Accounts is
established for estimated losses resulting from the inability of our
customers to make required payments. The assessment of specific receivable
balances and required reserves is performed by management. We have identified
specific customers where
collection is not probable and have established specific reserves, but to the extent collection
is made, the allowance will be released.  Additionally, if the financial
condition of our customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be
required.





Reserves
are provided for excess and obsolete inventory, which are estimatedbased on a comparison of
the quantity and cost of inventory on hand tomanagement's forecast of
customer demand. Customer demand is dependent on manyfactors and requires us to
use significant judgment in our forecasting process.We must also make
assumptions regarding the rate at which new products will beaccepted in the
marketplace and at which customers will transition from olderproducts to newer
products. Once a reserve is established, it is maintaineduntil the product to which
it relates is sold or otherwise disposed of, even ifin subsequent periods we
forecast demand for the product.








OFF-BALANCE
SHEET ARRANGEMENTS





None.




TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS


None.




ITEM 7A:
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.


ITEM8:
              FINANCIAL STATEMENTS


The
Consolidated Financial Statements of Rudy Nutrition and Subsidiary together with
the report thereon of Moore & Associates, Chartered for the years ended June
30, 2008 and 2007, is set forth as follows:






11
 Table of Contents





INDEX TOCONSOLIDATED FINANCIAL STATEMENTS





PageReport of Independent Registered Public Accounting
      Firm
                13Consolidated Balance Sheets
                14Consolidated Statements of Operations
                15Consolidated Statements of Stockholders’ Equity
      (Deficit)
                16Consolidated Statements of Cash Flows
                17Notes to Consolidated Financial
    Statements
                18
    
 12
 Index


MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS
AND ADVISORS


PCAOB
REGISTERED




REPORT OF INDEPENDENTREGISTERED PUBLIC ACCOUNTING
FIRM




To
the Board of Directors
 Rudy
Nutrition and Subsidiary
 
 We have
audited the accompanying consolidated balance sheets of Rudy Nutrition and
Subsidiary as of June 30, 2008 and June 30, 2007, and the related consolidated
statements of operations, stockholders’ equity and cash flows for the years
ended June 30, 2008 and June 30, 2007. 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
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits 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 Rudy Nutrition and Subsidiary as of
June 30, 2008 and June 30, 2007, and the related consolidated statements of
operations, stockholders’ equity and cash flows for the years ended June 30,
2008 and June 30, 2007, in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 10 to the
financial statements, the Company has since inception, incurred losses in the
amount of $7,565,372 and has a negative working capital of $3,536,959 as of June
30, 2008, which raises substantial doubt about its ability to continue as a
going concern.  Management’s plans concerning these matters are also
described in Note 10.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates, Chartered
 Las
Vegas, Nevada
 October
13, 2008





2675 S.
Jones Blvd., Suite 109, Las Vegas, NV  89146 (702)253-7499 Fax
(702)253-7501






13
 Index




RUDY NUTRITION AND SUBSIDIARYConsolidated
      Balance SheetsJune
      30, 2008 and June 30, 20072008
              
              
              2007ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              560,195
              
              
              $
              74,191Accounts
      receivable trade, net of allowance of $40,000 and$25,000
      at June 30, 2008 and June 30, 2007, respectively
              
              
              36,152
              
              
              
              74,089Inventory
              
              
              -
              
              
              
              11,137Prepaid
      expenses
              
              
              21,627
              
              
              
              68,265Total
      current assets
              
              
              617,974
              
              
              
              227,682Property
      and equipment, net
              
              
              37,311
              
              
              
              -Total
      assets
              
              $
              655,285
              
              
              $
              227,682LIABILITIES
      AND STOCKHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable
              
              $
              328,597
              
              
              $
              449,845Accrued
      expenses
              
              
              352,505
              
              
              
              789Accrued
      consulting fees
              
              
              126,615
              
              
              
              -Convertible
      notes payable
              
              
              1,188,626
              
              
              
              -Due
      related parties
              
              
              2,187,536
              
              
              
              2,008,482Total
      liabilities
              
              
              4,183,879
              
              
              
              2,459,116Commitments
      and contingenciesConvertible
      Series A redeemable preferred stock; $0.01 par value;80,000
      shares authorized; 13,850 shares issued andoutstanding;
      preference on liquidation $100 per share
              
              
              1,385,000
              
              
              
              -Stockholders'
      deficit:Common
      stock:  $0.001 par value; 600,000,000 sharesauthorized;
      89,973,283 and 8,750,000 issued and outstandingat
      June 30, 2008 and June 30, 2007, respectively
              
              
              89,973
              
              
              
              8,750Additional
      paid-in capital
              
              
              2,590,751
              
              
              
              4,853,250Accumulated
      deficit
              
              
              (7,594,318
              )
              
              
              (7,093,434
              )Total
      stockholders' deficit
              
              
              (4,913,594
              )
              
              
              (2,231,434
              )Total
      liabilities and stockholders' deficit
              
              $
              655,285
              
              
              $
              227,682See
      accompanying notes to consolidated financial statements






14
 Index






RUDY NUTRITION AND SUBSIDIARYConsolidated
      Statements of OperationsYears
      ended June 30, 2008 and 20072008
              
              
              2007Sales
      and revenues
              
              $
              44,406
              
              
              $
              367,639Cost
      of sales
              
              
              68,114
              
              
              
              634,264Gross
      profit (loss)
              
              
              (23,708
              )
              
              
              (266,625
              )Costs
      and expensesSelling
      and marketing expense
              
              
              155,390
              
              
              
              256,566General
      and administrative expense
              
              
              259,944
              
              
              
              698,269Asset
      impairment/abandonment
              
              
              4,418
              
              
              
              4,935,715Total
      costs and expenses
              
              
              419,752
              
              
              
              5,890,550Loss
      from operations
              
              
              (443,460
              )
              
              
              (6,157,175
              )Other
      expenseInterest
      expense
              
              
              57,424
              
              
              
              -Total
      other expense
              
              
              57,424
              
              
              
              -Net
      loss before income taxes
              
              
              (500,884
              )
              
              
              (6,157,175
              )Income
      taxes
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (500,884
              )
              
              $
              (6,157,175
              )Net
      loss per common share, basic and diluted
              
              $
              (0.03
              )
              
              $
              (0.70
              )Weighted
      average common shares outstanding
              
              
              15,272,998
              
              
              
              8,750,000See
      accompanying notes to consolidated financial statements










15
 Index




RUDY
      NUTRITIONAND
      SUBSIDIARYConsolidated
      Statements of Stockholders' DeficitYears
      ended June 30, 2008 and June 30, 2007Preferred
      stock
              
              
              Common
      stock
              
              
              
              
              
              Additional
      Paid
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Shares
              
              
              Par
              
              
              In Capital
              
              
              Deficit
              
              
              TotalBALANCE
      July 1, 2006
              
              
              -
              
              
              $
              -
              
              
              
              8,750,000
              
              
              $
              8,750
              
              
              $
              4,853,250
              
              
              $
              (936,259
              )
              
              $
              3,925,741Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (6,157,175
              )
              
              
              (6,157,175
              )Balance
      June 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              8,750,000
              
              
              
              8,750
              
              
              
              4,853,250
              
              
              
              (7,093,434
              )
              
              
              (2,231,434
              )Reverse
      acquisition ofRudy
      Beverage, Inc.
              
              
              1,385
              
              
              
              1,385,000
              
              
              
              10,633
              
              
              
              11
              
              
              
              (3,383,688
              )
              
              
              -
              
              
              
              (3,383,677
              )Common
      stock issued inexchange
      for convertiblenotes
      payable
              
              
              -
              
              
              
              -
              
              
              
              81,212,650
              
              
              
              81,213
              
              
              
              625,872
              
              
              
              -
              
              
              
              707,085Capital
      contributed byshareholders
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              495,316
              
              
              
              -
              
              
              
              495,316Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (500,884
              )
              
              
              (500,884
              )Balance
      June 30, 2008
              
              
              1,385
              
              
              $
              1,385,000
              
              
              
              89,973,283
              
              
              $
              89,974
              
              
              $
              2,590,750
              
              
              $
              (7,594,318
              )
              
              $
              (4,913,594
              )See
      accompanying notes to consolidated financial statements.














16
 Index




RUDYNUTRITIONAND SUBSIDIARYConsolidated
      Statements of Cash FlowsYears
      ended June 30, 2008 and 20072008
              
              
              2007Operating
      activitiesNet
      loss
              
              $
              (500,884
              )
              
              $
              (6,157,175
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
              
              
              3,638
              
              
              
              17,181Bad
      debts
              
              
              15,000
              
              
              
              25,000Asset
      impairment/abandonment
              
              
              4,418
              
              
              
              4,935,715Change
      in other assets and liabilities:Accounts
      receivable
              
              
              22,937
              
              
              
              (40,079
              )Inventory
              
              
              11,137
              
              
              
              134,498Prepaid
      expenses and other assets
              
              
              46,638
              
              
              
              46,002Accounts
      payable
              
              
              (267,075
              )
              
              
              214,831Accrued
      expenses
              
              
              219,007
              
              
              
              (39,385
              )Net
      cash used in operating activities
              
              
              (445,184
              )
              
              
              (863,412
              )Investing
      activitiesPurchase
      of property and equipment
              
              
              (45,366
              )
              
              
              (58,741
              )Net
      cash used in investing activities
              
              
              (45,366
              )
              
              
              (58,741
              )Financing
      activitiesLoans
      from related parties
              
              
              731,734
              
              
              
              988,971Repayment
      of loans from related parties
              
              
              (250,496
              )
              
              
              -Capital
      contributed by stockholders
              
              
              495,316
              
              
              
              -Net
      cash provided by financing activities
              
              
              976,554
              
              
              
              988,971Net
      increase in cash and cash equivalents
              
              
              486,004
              
              
              
              66,818Cash and cash
      equivalents, beginning of period
              
              
              74,191
              
              
              
              7,373Cash and cash
      equivalents, end of period
              
              $
              560,195
              
              
              $
              74,191Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
              
              $
              -
              
              
              $
              -Income
      taxes
              
              
              -
              
              
              
              -Non-cash
      investing and financing activities:Common
      shares issued in exchange for convertible notes payableand
      accrued interest
              
              $
              707,085
              
              
              $
              -Common
      shares issued in acquisition of Rudy Beverage, Inc.
              
              
              5,164,184
              
              
              
              -See
      accompanying notes to consolidated financial statements






17
 Index




RUDY NUTRITIONAND SUBSIDIARY


Notes
to Financial Statements






NOTE
      1:
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES




Organization
and business operations


The
financial statements include the accounts of Rudy Nutrition (“Nutrition”)
(formerly AccuPoll Holding Corp.) and Rudy Beverage, Inc. (“Rudy”) (collectively
the “Company”).





Effective
February 11, 2008, Nutrition and the shareholders of Rudy Beverage, Inc.
(“Rudy”), a Nevada corporation, made and entered into a stock for stock exchange
agreement.  The shareholders of Rudy exchanged all of the issued and
outstanding shares of Rudy, for 8,750,000 shares of
Nutrition.  Completion of the exchange agreement resulted in the Rudy
shareholders having control of Nutrition.  Accordingly, the
transaction was recorded for accounting purposes as the acquisition of Rudy by
Nutrition with Rudy as the acquirer (reverse acquisition).  The
financial statements prior to February 11, 2008 are those of
Rudy.  Rudy was incorporated in Nevada in November 2005 to develop and
sell health conscious beverages as an alternative to sugar laden sodas and
sports drinks.  With some professional assistance, Rudy developed
“Rudy Revolution” to target the active individual and “Rudy Flying Colors” for
children.  Both formulas included a beneficial mixture of vitamins,
electrolytes, carbohydrates and utilized xylitol as an alternative
sweetener.





On
January 21, 2008, the Board of Directors of the Company approved a one for 9,000
share reverse split of the Company’s common stock.  On September 12,
2008, the Company declared a 4:1 reverse stock split, which became effective on
September 26, 2008.  All share transactions and disclosures have been
restated as if the reverse stock split occurred before all periods
presented.





By Order
dated September 12, 2008, the Securities and Exchange Commission
("SEC") instituted an administrative proceeding pursuant to Section 12(j)
of the Securities Exchange Act of 1934 ("Act") to revoke the registration of the
Company's shares of common stock under Section 12(g) of the Act, allegedly for
failure of the Company to comply with the reporting requirements of the
Act.  The SEC also entered an order on September 12, 2008
suspending trading in the Company's shares from that date to September 25, 2008,
allegedly because of the Company's failure to file any periodic reports since
September 30, 2005, with the exception of a periodic report for the period
ended March 31, 2008.  The Company intends to contest the revocation of its
registration under the Act, asserting that it has filed reports containing all
financial and other information available to it without unreasonable effort and
expense, in satisfaction of the disclosure and reporting requirements of the
Act.  Registration of the Company's shares under Section 12(g) of the Act
is a prerequisite for continued quotation and trading on the Pink
Sheets.  If registration were revoked, the Company's shares would no
longer be eligible to trade on the Pink Sheets and shareholders would experience
difficulty in buying and selling their shares.





Nutrition
operated through its two wholly owned subsidiaries, AccuPoll, Inc. and Z-Prompt,
Inc. until they each filed a voluntary bankruptcy case under Chapter 7 of the
United States Bankruptcy Code.  The AccuPoll, Inc. petition was filed
in the United States Bankruptcy Court in the Central District of California,
case number 06-10164 on February 21, 2006.  The Z-Prompt, Inc.
petition was filed in the same court, case number 06-10170 on February 22,
2006.  AccuPoll, Inc. was engaged in the design and development of a
voting system with an intuitive touch-screen interface that provided a polling
place electronic voting solution primarily to states and counties in the United
States.  Z-Prompt, Inc. had a nationwide network of computer hardware
technicians who could assist with maintenance of the AccuPoll, Inc.
equipment.  Subsequent to its two subsidiaries filing voluntary
bankruptcy cases under Chapter 7 of the United States Bankruptcy Code, Nutrition
had no operations and temporarily ceased filing with the Securities and Exchange
Commission.





Cash
and cash equivalents


The
Company considers all cash on hand; cash in banks and all highly liquid debt
instruments purchased with a maturity of three months or less to be cash and
cash equivalents.  At times cash and cash equivalent balances at a
limited number of banks and financial institutions may exceed insurable
amounts.  The Company believes it mitigates its risks by depositing
cash or investing in cash equivalents in major financial
institutions.




18
 Index




Inventories


Inventories
are stated at the lower of first-in, first-out cost or market.




Property
and equipment


Property
and equipment are stated at cost, less accumulated
depreciation.  Depreciation is recorded using the straight-line method
over the estimated useful lives of the respective assets (generally three to
seven years).  Leasehold improvements are amortized over the life of
the lease if it is shorter than the estimated useful
life.  Maintenance and repairs are charged to operations when
incurred.  Betterments and renewals are capitalized.  When
property and equipment are sold or otherwise disposed of, the asset account and
related accumulated depreciation account are relieved, and any gain or loss is
included in operations.





Revenue
recognition


Revenue
from product sales is recognized when title and risk of loss passes to the
customer, which generally occurs upon delivery.  Our policy is not to
allow the return of products once they have been accepted by the
customer.  However, on occasion, we have accepted returns or issued
credit to customers, primarily for damaged goods.  The amounts have
been immaterial and, accordingly, we do not provide a specific valuation
allowance for sales returns.





Sales
incentives


We offer
various sales incentive arrangements to our customers, which require customer
performance or achievement of certain sales volume targets.  In those
circumstances when the incentive is paid in advance, we amortize the amount paid
over the period of benefit or contractual sales volume.  When the
incentive is paid in arrears, we accrue the expected amount to be paid over the
period of benefit or expected sales volume.  The recognition of
expense for these incentives involves the use of judgment related to performance
and sales volume estimates that are made based on historical experience and
other factors.  Sales incentives are accounted for as a reduction of
revenues and actual amounts may vary from reported amounts.





Segment
reporting


We
operate as a single operating segment for purposes of presenting financial
information and evaluating performance.  As such, the accompanying
financial statements present financial information in a format that is
consistent with the internal financial information used by
management.





Shipping
and handling costs


Shipping
and handling costs are reported in cost of product sold in the accompanying
statements of operations.  In the years ended June 30, 2008 and 2007,
such costs aggregated $11,048 and $65,674, respectively.  Although our
classification is consistent with many beverage companies, our gross margin may
not be comparable to companies that include shipping and handling costs in
selling and marketing costs.





Credit
risk


We sell
products to a variety of customers and extend credit based on an evaluation of
each customer’s financial condition, generally without requiring
collateral.  Exposure to losses on receivables varies by customer
principally due to the financial condition of each customer.  We
monitor our exposure to credit losses and maintain allowances for anticipated
losses based on specific customer circumstances, credit conditions, and
historical write-offs and collections.





Impairment
of long-lived assets


All
long-lived assets, excluding goodwill and intangible assets not subject to
amortization are evaluated for impairment on the basis of undiscounted cash
flows whenever events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable.  An impaired asset is
written down to its estimated fair market value based on the best information
available.  Estimated fair market value is generally measured by
discounting future cash flows.  Goodwill and intangible assets not
subject to amortization are evaluated for impairment annually or sooner in
accordance with SFAS No. 142.  An impairment loss is recognized if the
carrying amount, or for goodwill, the carrying amount of its reporting unit, is
greater than its fair value.




19
 Index




Deferred
income taxes


Deferred
income taxes are provided for temporary differences between financial and tax
reporting in accordance with the liability method under the provisions of SFAS
No. 109,“Accounting for Income
Taxes.” A valuation allowance is recorded to reduce the carrying amounts of
deferred tax assets unless management believes it is more likely than not that
such asset will be realized.




Earnings
(loss) per common share


Earnings
(loss) per common share are calculated under the provisions of SFAS No.
128,“Earnings per
Share” (“SFAS No. 128”), which established new standards for computing and
presenting earnings per share. SFAS No. 128 requires the Company to report both
basic earnings per share, which is based on the weighted-average number of
common shares outstanding, and diluted earnings per share, which is based on the
weighted-average number of common shares outstanding plus all potential dilutive
shares outstanding.  At June 30, 2008 and 2007 there are no
potentially dilutive common stock equivalents.  Accordingly, basic and
diluted earnings (loss) per share are the same for the periods
presented.





Estimates


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




Fair
value of financial instruments


Financial
instruments consist of accounts payable, accrued expenses and short-term
borrowings. The carrying amount of these financial instruments approximates fair
value due to their short-term nature or the current rates at which the Company
could borrow funds with similar remaining maturities.





Contingencies


Certain
conditions may exist as of the date financial statements are issued, which may
result in a loss to the Company, but which will only be resolved when one or
more future events occur or fail to occur.  Company management and its
legal counsel assess such contingencies related to legal proceeding that are
pending against the Company or unasserted claims that may result in such
proceedings, the Company’s legal counsel evaluates the perceived merits of any
legal proceedings or unasserted claims as well as the perceived merits of the
amount of relief sought or expected to be sought therein.  If the
assessment of a contingency indicates that it is probably that a liability has
been incurred and the amount of the liability can be estimated, then the
estimated liability would be accrued in the Company’s financial
statements.  If the assessment indicates that a potentially material
loss contingency is not probable but is reasonably possible, or if probable but
cannot be estimated, then the nature of the contingent liability, together with
an estimate of the range of possible loss if determinable would be
disclosed.





Recent
accounting pronouncements


There are
several new accounting pronouncements issued by the Financial Accounting
Standards Board (“FASB”) which are not yet effective.  Each of these
pronouncements, as applicable, has been or will be adopted by the
Company.  Management does not believe any of these accounting
pronouncements has had or will have a material impact on the Company’s financial
position or operating results.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.




20
 Index




In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. The effective date of
this statement is the same as that of the related Statement 141 (revised 2007).
The Company will adopt this Statement beginning July 1, 2009. It is not believed
that this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning July 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.





In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS No. 159 beginning July 1, 2008 and is currently evaluating the
potential impact the adoption of this pronouncement will have on its
consolidated financial statements.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  This statement defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
(GAAP), and expands disclosures about fair value measurements. This statement
applies under other accounting pronouncements that require or permit fair value
measurements, the Board having previously concluded in those accounting
pronouncements that fair value is the relevant measurement attribute.
Accordingly, this statement does not require any new fair value measurements.
However, for some entities, the application of this statement will change
current practice. This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. Earlier application is encouraged, provided that the
reporting entity has not yet issued financial statements for that fiscal year,
including financial statements for an interim period within that fiscal year.
The Company will adopt this statement July 1, 2008, and it is not believed that
this will have an impact on the Company’s consolidated financial position,
results of operations or cash flows.





21
 Index




Stock
option plans


Until
June 30, 2005, the Company accounted for stock-based employee compensation
arrangements in accordance with the provisions of Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees" and complied
with the disclosure provisions of SFAS No.123, "Accounting for Stock-Based
Compensation."  Under APB No. 25, employee compensation cost was
recognized over the vesting period based on the excess, if any, on the date of
grant of the fair value of the Company's shares over the employee's exercise
price. When the exercise price of the employee share options was less than the
fair value price of the underlying shares on the grant date, deferred stock
compensation was recognized and amortized to expense in accordance with
Financial Accounting Standards Board (“FASB”) Interpretation No. 44 over the
vesting period of the individual options.  Accordingly, if the
exercise price of the Company's employee options equaled or exceeded the market
price of the underlying shares on the date of grant, no compensation expense was
recognized. Options or shares awards issued to non-employees are valued using
the fair value method and expensed over the period services are
provided.





In
December 2004, the FASB issued SFAS 123(R), “Share-Based Payment,” which
requires that the compensation cost relating to share-based payment transactions
(including the cost of all employee stock options) be recognized in the
financial statements.  That cost will be measured based on the
estimated fair value of the equity or liability instruments issued. SFAS 123(R)
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans.  SFAS 123(R) replaces SFAS
123, “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No.
25, “Accounting for Stock Issued to Employees.”  As originally issued,
SFAS 123 established as preferable a fair-value-based method of accounting for
share-based payment transactions with employees.  However, that
pronouncement permitted entities to continue applying the intrinsic-value model
of APB Opinion 25, provided that the financial statements disclosed the pro
forma net income or loss based on the preferable fair-value
method.  This statement is effective as of the first reporting period
that begins after December 15, 2005.  Accordingly, the Company adopted
SFAS 123(R) on January 1, 2006.  Thus, the Company’s financial
statements will reflect an expense for (a) all share-based compensation
arrangements granted on or after January 1, 2006 and for any such arrangements
that are modified, cancelled, or repurchased after that date, and (b) the
portion of previous share-based awards for which the requisite service has not
been rendered as of that date, based on the grant-date estimated fair value. The
Company had no unvested options outstanding on January 1, 2006, and there have
been no options granted since January 1, 2006.




The
Black-Scholes option valuation model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable. In addition, option valuation models require the input of highly
subjective assumptions including the expected stock price volatility. Because
the Company’s options have characteristics significantly different from those of
traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management’s opinion the existing
models may not necessarily provide a reliable single measure of the fair value
of the Company’s options.


Redeemable
preferred stock


Preferred
stock which has one of the following characteristics (1) redeemable at a fixed
or determinable price on a fixed or determinable date or dates, (2) redeemable
at the option of the holder, or (3) with conditions for redemption which are not
solely within the Company’s control, is reported outside of stockholders’ equity
(deficit), regardless of how remote the redemption event may be, pursuant to SEC
interpretation.


Fiscal
years


The
Company’s fiscal year ends on June 30 of each year.  The fiscal year
ended June 30, 2008 is referred to herein as 2008 and the fiscal year ended June
30, 2007 is referred to herein as 2007.




22
 Index




NOTE
      2:
            ACQUISITION
      OF RUDY BEVERAGE, INC.





On
February 11, 2008, Nutrition completed the acquisition of Rudy and with the
acquisition has become a manufacturer of health conscious beverages. Under the
terms of the acquisition, Nutrition issued 8,750,000 shares of its restricted
common stock in exchange for 100% of the issued and outstanding shares of
Rudy.





Rudy was
incorporated in Nevada in November 2005 to develop and sell health conscious
beverages as an alternative to sugar laden sodas and sports
drinks.  With some professional assistance, Rudy developed “Rudy
Revolution” to target the active individual and “Rudy Flying Colors” for
children.  Both formulas included a beneficial mixture of vitamins,
electrolytes, carbohydrates and utilized xylitol as an alternative
sweetener.





Completion
of the exchange agreement resulted in the Rudy shareholders having control of
Nutrition.  Accordingly, the transaction was recorded for accounting
purposes as the acquisition of Rudy by Nutrition with Rudy as the acquirer
(reverse acquisition).  The financial statements prior to February 11,
2008 are those of Rudy.




NOTE
      3:
            INVENTORIES





Inventories
consist of the following at June 30, 2008 and June 30, 2007:




2008
              
              
              2007Finished
      goods
              
              $
              -
              
              
              $
              11,137$
              -
              
              
              $
              11,137




The
Company wrote off its remaining old inventory at the end of June
2008.





NOTE
      4:
            PROPERTY
      AND EQUIPMENT





At June
30, 2008, the Company had property and equipment as follows (none at June 30,
2007):




2008Manufacturing
      equipment
              
              $
              39,276Plates
      and dies
              
              
              1,44040,716Accumulated
      depreciation
              
              
              (3,405
              )$
              37,311




23
 Index




NOTE
      5:
            CONVERTIBLE
      NOTES PAYABLE





At June
30, 2008, convertible notes payable amounted to $1,188,626.  The
convertible notes payable are accruing interest at 8% to 10% per annum, are due
on demand and are convertible into the Company’s common
stock.  Accrued interest in the amount of $316,747 on the notes is
included in accrued expenses on the balance sheet at June 30, 2008.





During
2008, the Company converted notes payable in the principal amount of $557,473
and accrued interest in the amount of $149,612 into 81,212,650 shares of its
common stock.





NOTE
      6:
            DUE
      RELATED PARTIES





At June
30, 2008 and June 30, 2007 the Company had loans and advances from affiliates as
follows:




2008
              
              
              2007Global
      Beverage Solutions, Inc.
              
              $
              1,818,043
              
              
              $
              1,818,043DPI
              
              
              41,239
              
              
              
              8,140Daniel
      Ruettiger
              
              
              18,448
              
              
              
              32,199William
      Stephens
              
              
              75,000
              
              
              
              150,000Rocco
      Brandonisio
              
              
              58,240
              
              
              
              -Capital
      Market
              
              
              151,000
              
              
              
              -Frank
      Trotti
              
              
              25,000
              
              
              
              -Miscellaneous
              
              
              566
              
              
              
              100$
              2,187,536
              
              
              $
              2,008,482




Included
in accrued expenses at June 30, 2008 and 2007 is $34,969 and $30,411,
respectively, in accrued royalties due to Rudy International Marketing,
Inc.





The
Company and Global Beverage Solutions, Inc. are in on going discussions
regarding the balance owed to Global and repayment terms.




NOTE
      7:
              MEZZANINE
      SECURITIES
  PREFERRED
STOCK - 2005 Series A





In June
2005, the Company filed a certificate of designation with respect to 30,000
shares of a single Series A, non-voting preferred stock ("2005 Series A").
Preferred shareholders have preference to common shareholders in the
event of liquidation of the Company such that for each share of Preferred
Stock, the preferred shareholder is entitled to an amount equal to the
Stated Value, as defined, per share plus any accrued and unpaid dividends
thereon and any other fees or liquidated damages owing thereon before any
distribution or payment shall be made to the holders of any Junior
Securities, as defined. Each share of 2005 Series A preferred stock has a
Stated Value of $100.  Nine Series A shares are convertible into one of the
Company's common shares, as adjusted, at the option of the preferred
shareholder. Upon the occurrence of certain events defined in
the certificate of designation, shareholders may at their option redeem
their preferred stock for cash or common shares for an amount no less than
120% of the Stated Value.





At June
30, 2008, there are 13,850 shares issued and outstanding with a preference on
liquidation of $100 per share.





On June
1, 2008, a majority of the shareholders of the Company approved an amendment to
the articles of incorporation to increase the number of authorized shares of
preferred stock to 400,000,000 shares with a par value of $0.001.  The
preferred stock may be divided into and issued in series.  The board
of directors is authorized to divide the authorized shares in series and to
establish the designations, rights, qualification, preferences, limitations and
terms of the shares of any series of preferred stock.  The amendment
to the articles of incorporation was filed with the Nevada secretary of state
and became effective on July 23, 2008.





In
addition, on July 23, 2008, a certificate of designation was filed with the
Nevada secretary of state and designated the Company’s Series B convertible
preferred stock (“Series B”).  200,000,000 shares of the Series B are
designated with a par value of $0.001 and a stated value of $100 per
share.  Each share of Series B shall have 10 votes as compared to one
vote for each share of common stock.  At the option of the holder, one
year after issuance each share of Series B may be converted into one common
share.  In July 2008, 126,614,995 Series B shares were issued in
exchange for accrued consulting fees of $126,615.


24
 Index
  NOTE
      8:
              STOCKHOLDER’S
      EQUITY
  COMMON
STOCK





By Order
dated September 12, 2008, the Securities and Exchange Commission
("SEC") instituted an administrative proceeding pursuant to Section 12(j)
of the Securities Exchange Act of 1934 ("Act") to revoke the registration of the
Company's shares of common stock under Section 12(g) of the Act, allegedly for
failure of the Company to comply with the reporting requirements of the
Act.  The SEC also entered an order on September 12, 2008
suspending trading in the Company's shares from that date to September 25, 2008,
allegedly because of the Company's failure to file any periodic reports since
September 30, 2005, with the exception of a periodic report for the period
ended March 31, 2008.  The Company intends to contest the revocation of its
registration under the Act, asserting that it has filed reports containing all
financial and other information available to it without unreasonable effort and
expense, in satisfaction of the disclosure and reporting requirements of the
Act.  Registration of the Company's shares under Section 12(g) of the Act
is a prerequisite for continued quotation and trading on the Pink
Sheets.  If registration were revoked, the Company's shares would no
longer be eligible to trade on the Pink Sheets and shareholders would experience
difficulty in buying and selling their shares.





On
January 21, 2008, the Board of Directors of the Company approved a one for 9,000
share reverse split of the Company’s common stock.  On September 12,
2008, the Company declared a 4:1 reverse stock split, which became effective on
September 26, 2008.  All share transactions and disclosures have been
restated as if the reverse stock split occurred before all periods
presented.





On June
1, 2008, a majority of the shareholders of the Company approved an increase in
the number of authorized shares of common stock to 1,000,000,000 shares with a
par value of $0.001.  The amendment to the articles of incorporation
was filed with the Nevada secretary of state and became effective on July 23,
2008.





On August
1, 2008, a majority of the Company’s shareholders approved increasing the
authorized common shares from 1,000,000,000 to 5,000,000,000.  The
amendment was filed with the Nevada secretary of state and became effective on
September 3, 2008.





At June
30, 2008 and 2007, there were 600,000,000 common shares authorized and
89,973,283 and 8,750,000 common shares issued and outstanding,
respectively.





WARRANTS





In prior
years, the Company issued warrants pursuant to various consulting agreements and
in connection with financing arrangements.





A summary
of changes in warrants through June 30, 2008, is as follows:




Number
      of
              
              
              Weighted
      AverageWarrants
              
              
              Exercise PriceBalance,
      June 30, 2006
              
              
              2,579
              
              
              $
              7,500Warrants
      granted
              
              
              -
              
              
              
              -Warrants
      exercised
              
              
              -
              
              
              
              -Warrants
      cancelled/expired
              
              
              (192
              )
              
              
              5,624Balance,
      June 30 2007
              
              
              2,387
              
              
              
              7,652Warrants
      granted
              
              
              -
              
              
              
              -Warrants
      exercised
              
              
              -
              
              
              
              -Warrants
      cancelled/expired
              
              
              (243
              )
              
              
              10,860Balance,
      June 30, 2008
              
              
              2,144
              
              
              $
              7,288
  25
 Index
  The
following table summarizes information related to warrants outstanding at June
30, 2008, all of which are exercisable:




Remaining
              
              
              WeightedContractual
              
              
              AverageExercise Price
              
              
              Number
              
              
              Life
              
              
              Exercise Price$
              2,252
      - $3,600
              
              
              
              661
              
              
              
              .73
              
              
              $
              3,236$
              4,320
      - $7,200
              
              
              
              1,044
              
              
              
              1.12
              
              
              
              4,812$
              8,812
      - $21,600
              
              
              
              416
              
              
              
              1.21
              
              
              
              17,792$
              27,000
      - $55,440
              
              
              
              23
              
              
              
              1.22
              
              
              
              44,432
 The
significant assumptions used to calculate the estimated fair value information
utilizing the Black-Scholes pricing model for the year ended June 30, 2006
were:  Discount rate - 3.5%; Volatility - 225%; Expected life in years
– 3; and Expected dividend yield – 0.  No warrants have been issued
since June 30, 2006.





STOCK
OPTIONS





The
Company previously issued non-plan stock options pursuant to various agreements
and other compensatory arrangements to employees and third
parties.  Options to acquire 347 shares at an average exercise price
of $22,680, which has not changed since June 30, 2006, and is summarized as
follows as of June 30, 2008:




Weighted AverageRemaining
              
              
              ExerciseExercise Price
              
              
              Number
              
              
              Contractual Life
              
              
              Price$
              11,160
              
              
              
              180
              
              
              
              3.92
              
              
              $
              11,16032,760
              
              
              
              150
              
              
              
              4.62
              
              
              
              32,76055,440
              
              
              
              17
              
              
              
              4.44
              
              
              
              55,440Totals
              
              
              
              347
              
              
              
              4.25
              
              
              $
              22,680


NOTE
      9:
              COMMITMENTS
      AND CONTINGENCIES


Former
subsidiaries bankruptcies


Nutrition
was inactive from February 2006 through February 2008 when it acquired
Rudy.  While it is the Company’s position that all liabilities of its
subsidiaries were discharged in the bankruptcy filings, it is possible that some
claims may arise from prior periods which current management is
unaware.





Leases


The
Company is not currently committed on any leases for office or warehouse
space.  Office space is provided by the Company’s officers at no cost
to the Company and the Company’s product inventory is currently stored at the
bottling company also at no cost to the Company.





Royalty


On
November 16, 2005, the Company entered into a Licensing Agreement with Rudy
International Marketing, Inc.  The agreement provided for appearance
fees and for royalties of $0.50 per case, based on a case size of twelve
one-liter bottles.  Effective January 1, 2007, the agreement was
modified to change the royalty calculation to 10% of gross revenue for all of
the Company’s sales.


26
 Index
  NOTE
      10:
              GOING
      CONCERN
  The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  Rudy commenced business operations in
June 2006 and Nutrition was inactive between February 2006 and February 2008
when it acquired Rudy.





The
Company has not established sources of revenue to fund the development of
business, projected operating expenses and commitments for the next twelve
months.  Since inception, the Company has incurred losses in the
amount of $7,565,372 and has negative working capital of $3,565,905 at June 30,
2008.





During
the two months ended August 31, 2008, the Company issued 131,844,322 shares of
its common stock in exchange for approximately $263,689 in convertible notes
payable and accrued interest.





Management
believes the business of developing, marketing and distribution of low sugar
beverages will be sufficient to fund projected operating expenses and
commitments by the end of fiscal 2009 and that private placements of common
stock and loans will be sufficient to meet operating requirements until the
business can provide positive cash flow.  However there can be no
assurance that revenues from operations and/or additional common stock sales
will be sufficient to fund the Company’s current business plan.





The
ability of the Company to continue as a going concern during the next year
depends on the Company’s success in executing these plans.  The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.


NOTE
      11:
              SUBSEQUENT
      EVENTS





On June
1, 2008, a majority of the shareholders of the Company approved an amendment to
the articles of incorporation to increase the number of authorized shares of
common stock to 1,000,000,000 and of preferred stock to 400,000,000 shares with
a par value of $0.001.  The preferred stock may be divided into and
issued in series.  The board of directors is authorized to divide the
authorized shares in series and to establish the designations, rights,
qualification, preferences, limitations and terms of the shares of any series of
preferred stock.  The amendment to the articles of incorporation was
filed with the Nevada secretary of state and became effective on July 23,
2008.





In
addition, on July 23, 2008, a certificate of designation was filed with the
Nevada secretary of state and designated the Company’s Series B convertible
preferred stock (“Series B”).  200,000,000 shares of the Series B are
designated with a par value of $0.001 and a stated value of $100 per
share.  Each share of Series B shall have 10 votes as compared to one
vote for each share of common stock.  At the option of the holder, one
year after issuance each share of Series B may be converted into one common
share.  In July 2008, 126,614,995 Series B shares were issued in
exchange for accrued consulting fees of $126,615.





On August
1, 2008, a majority of the Company’s shareholders approved increasing the
authorized common shares from 1,000,000,000 to 5,000,000,000.  The
amendment was filed with the Nevada secretary of state and became effective on
September 3, 2008.





On
September 12, 2008, the Company declared a 4:1 reverse stock split, which became
effective on September 26, 2008.  All share transactions and
disclosures have been restated as if the reverse stock split occurred before all
periods presented.





By Order
dated September 12, 2008, the Securities and Exchange Commission
("SEC") instituted an administrative proceeding pursuant to Section 12(j)
of the Securities Exchange Act of 1934 ("Act") to revoke the registration of the
Company's shares of common stock under Section 12(g) of the Act, allegedly for
failure of the Company to comply with the reporting requirements of the
Act.  The SEC also entered an order on September 12, 2008
suspending trading in the Company's shares from that date to September 25, 2008,
allegedly because of the Company's failure to file any periodic reports since
September 30, 2005, with the exception of a periodic report for the period
ended March 31, 2008.  The Company intends to contest the revocation of its
registration under the Act, asserting that it has filed reports containing all
financial and other information available to it without unreasonable effort and
expense, in satisfaction of the disclosure and reporting requirements of the
Act.  Registration of the Company's shares under Section 12(g) of the Act
is a prerequisite for continued quotation and trading on the Pink
Sheets.  If registration were revoked, the Company's shares would no
longer be eligible to trade on the Pink Sheets and shareholders would experience
difficulty in buying and selling their shares.





27
 Index





ITEM 9:
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE




None.


ITEM 9A(T):
                CONTROLS
      AND PROCEDURES


(a)
Evaluation of Disclosure Controls and Procedures





Disclosure
controls and procedures are designed to ensure that information required to be
disclosed in the reports that are filed or submitted under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commission’s rules and
forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed in the reports that are filed under the Exchange Act is
accumulated and communicated to management, including the principal executive
officer, as appropriate to allow timely decisions regarding required
disclosure.  Under the supervision of and with the participation of
management, including the principal executive officer and principal financial
officer, the Company has evaluated the effectiveness of the design and operation
of its disclosure controls and procedures as of June 30, 2008, and, based on its
evaluation, our principal executive officer and our principal financial officer
have concluded that these controls and procedures are effective as of June 30,
2008.





(b)  Changes
in Internal Controls





During
the fourth quarter of our fiscal year ended June 30, 2008, there was no change
in our internal control and procedures over financial reporting (as defined in
Rule 13a-15(f) under the Exchange Act) that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.





(c)
Management’s Annual Report on Internal Control Over Financial
Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting.  As
defined by the SEC, internal control over financial reporting is defined in Rule
13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed
by, or under the supervision of, the Company’s principal executive and principal
financial officers and effected by the Company’s board of directors, management
and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles.  The Company’s internal control over financial reporting
is supported by written policies and procedures that:  (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the Company’s assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles and that receipts and expenditures of the Company are
being made only in accordance with authorizations of the Company’s management
and directors; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on the financial
statements.





The
Company’s internal control system was designed to provide reasonable assurance
to the Company’s management and board of directors regarding the preparation and
fair presentation of published financial statements.  All internal
control systems, no matter how well designed, have inherent limitations which
may not prevent or detect misstatements.  Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and
presentation.  Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.





Management
conducted an evaluation of the effectiveness of the Company’s internal control
over financial reporting as of June 30, 2008.  In making this
assessment, management used the framework set forth in the report entitled
“Internal Control-Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO.  The COSO framework
summarizes each of the components of a company’s internal control system,
including (i) the control environment, (ii) risk assessment, (iii) control
activities, (iv) information and communication, and (v)
monitoring.  Based on this evaluation, management concluded that the
Company’s internal control over financial reporting was not effective as of June
30, 2008, due primarily to a lack of segregation of duties.




This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permits us to provide only management’s report in
this annual report.




ITEM 9B:
                OTHER
      INFORMATION





Pursuant
to General Instruction B of Form 8-K, any reports previously or in the future
submitted under Item 2.02 (Results of Operations and Financial Condition) are
not deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 and the Company is not subject to the liabilities of that
section, unless the Company specifically states that the information is to be
considered “filed” under the Exchange Act or incorporates it by reference into a
filing under the Securities Act or Exchange Act.  If a report on Form
8-K contains disclosures under Item 2.02, whether or not the report contains
disclosures regarding other items, all exhibits to such report relating to Item
2.02 will be deemed furnished, and not filed, unless the registrant specifies,
under Item 9.01 (Financial Statements and Exhibits), which exhibits, or portions
of exhibits, are intended to be deemed filed rather than furnished pursuant to
this instruction.  The Company is not incorporating, and will not
incorporate, by reference these reports into a filing under the Securities Act
of 1933, as amended, or the Exchange Act of 1934, as amended.




28
 Table of Contents




PART
III




ITEM 10:
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
      COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE
  ACT




Executive
Officers and Directors




The
following section sets forth the names, ages and current positions with the
Company held by the Directors, Executive Officers and Significant Employees;
together with the year such positions were assumed. There is no immediate family
relationship between or among any of the Directors, Executive Officers or
Significant Employees, and we are not aware of any arrangement or understanding
between any Director or Executive Officer and any other person pursuant to which
he was elected to his current position. Each Executive Officer will serve until
he or she resigns or is removed or otherwise disqualified to serve, or until his
or her successor is elected and qualified.  We currently have two
Directors.





Name
              
              Age
              
              Position and TermDaniel
      E. ("Rudy") Ruettiger
              
              
              
              CEO
      and Director starting January 26, 2008Rocco
      "Rocky" Brandonisio
              
              
              
              President
      and Director starting January 26, 2008Kevin
      S. Kaplan
              
              
              
              CFO
      and Director from January 26, 2008 untilSeptember 9,
      2008, when he resignedDennis
      Vadura
              
              
              
              CEO
      and Director prior to January 26, 2008, whenhe
      resigned


Daniel E. (“Rudy”)Ruettiger: Chief Executive Officer,
Secretary and Director:





Rudy has
the notoriety of his famous football play at The University Notre Dame game in
1975.   TRISTAR Productions immortalized his life’s story by
creating a movie named “Rudy” in 1993.





Today
Rudy is one of the most sought after motivational speakers declaring his
powerful message of “Yes I Can”.  Rudy entertains international
corporate audiences, school children, university students and professional
athletes to name a few.  He has shared a stage with some great leaders
and speakers including George Bush, General Colin Powell, First Lady Barbara
Bush, Joe Montana, Zig Ziglar and Christopher Reeve.  In addition he
has had many media appearances some of which include, People Magazine, Sports
Illustrated, US Magazine, Readers Digest, ABC Good Morning America and NBC Talk
Live.





Rudy is a
distinguished author who has co-authored several books and produced a
motivational tape series.  In addition, Rudy has become a great
humanitarian, and established the Rudy Foundation with a mission to help
children of all ages around the world.  Rudy also has an Award Program
to recognize children who make outstanding efforts to live their lives with
Rudy’s positive outlook and self improvement.





Rudy has
received many honors over the years including the keys to many cities, Honorary
Doctorate Degree from Our Lady Of Holy Cross College, Honorary assist to the
Attorney General of Louisiana, Distinguished American Award, Recognition from
George Bush, The White House and the House of Representatives in Texas, a
Proclamation from the Governor of Nevada granting an Official Rudy Award Day and
Inducted into the Speakers Hall of Fame.





Mr.
Ruettiger assumed the additional duty of Chief Financial Officer on September 9,
2008 upon the resignation of Mr. Kaplan.




29
 Table of Contents




Rocco
“Rocky” Brandonisio: President and Director:





Born and
raised in Chicago, IL, Mr. Brandonisio started in the vending and food service
industry in the late 1970s working for various local, regional and nationally
known companies such as Aramark.





In 1989
Mr. Brandonisio relocated to Las Vegas, Nevada to oversee the operations of a
locally owned vending service provider. After approximately six years, Mr.
Brandonisio resigned as operations manager to accept a senior management
position with a similar company in Las Vegas. After a brief period of time
serving as Vice-President of the company, Mr. Brandonisio acquired the company
and created Brandway Inc. and Horizon Vending, a multi-state vending and food
service provider.





Mr.
Brandonisio has served as CEO of Brandway, Inc. since 1997.  In 2001,
Horizon Vending became a franchise of Canteen (a division of Compass Group) the
world’s largest food service provider.   In 2007 Mr. Brandonisio
was named President of Rudy Beverage and in January 2008 became President and a
Director of Ruby Nutrition.





Mr.
Brandonisio has served as a member of the Clark County (Nevada) Enterprise
Township Advisory Board since 1989.  Mr. Brandonisio is a member of
the Nevada Development Authority and serves as a Trustee.





Mr.
Brandonisio is a member of the Las Vegas Executives Association.  Mr.
Brandonisio is a member of the Board of Directors and serves on various
committees of Southwest USA Bank in Las Vegas, NV.




Kevin
S. Kaplan: Chief Financial Officer and Director





President
and CEO of Coaching Charities LLC, Mr. Kaplan oversees all company operations in
his nationally recognized foundation management company.  His
company’s function is to promote professional sports teams, individual team
members, college teams and players with innovative marketing
programs.  He has been called a “Marketing Expert” and “Promotion
Whiz”.   His client base consists of many national sports
affiliated organizations at the top levels.  He has developed unique
marketing programs that attract national media coverage producing direct
results.





Mr.
Kaplan has served a Vice President of Marketing for the Birmingham Fire of the
World League (NFL Europe), First Security Bank of New Mexico and Director of
Marketing for the Fiesta Casino & Hotel (Las Vegas), a property owned one
time by The Maloof Family.  He also founded and served as Executive
Director of Beer Drinkers of America, a national 800,000 member consumer
advocacy organization funded by Anheuser-Busch and Miller Brewing
Company.





Mr.
Kaplan is the architect of the first ever sellout of University Stadium (BYU vs.
University of New Mexico football game), which was recognized as “promotion
of the year” by the Albuquerque Sports Hall of fame in 1994.  He
is a 1987 recipient of the New Mexico Jaycees “Top Ten Young New Mexican” Award
and recognized as “Who’s Who in American Universities and
Colleges”.  In 1998, he was inducted into the Eastern New Mexico
University Athletic Hall of Honor.





Mr.
Kaplan is the Founder and past Chairman of the Central New Mexico Susan G. Komen
Breast Cancer Foundation. In addition he also served as International President
of the Kappa Sigma Fraternity. Mr. Kaplan is a 1985 graduate (B.A.
Communications) of Eastern New Mexico University and resides in Albuquerque, New
Mexico.





Mr.
Kaplan became a Director and the Chief Financial Officer of the Company on
January 26, 2008.  On September 9, 2008, Mr. Kaplan resigned these
positions as a result of other commitments.




30
 Table of Contents




Mark
E. McIlvane: Advisory Board





Mr.
McIlvane has many years experience in the telecom distribution, management,
manufacturing and telecom software industries.  His responsibilities
included financing, marketing, management and monitoring of large
projects.  Mr. McIlvane has been in senior positions in such companies
as, ACI Telecom, US West Telecom as senior Vice President and General
Manager.  In 1991 he moved to a more specialize environment at Envoy
Global, Inc. as the Senior Vice President of Sales and
Marketing.  From there Mr. McIlvane secured a position as Senior Vice
President, North America Sales of Comverse Technologies. His main
responsibilities were to introduce new products to North America by using new
concepts and marketing ideas for the wireless markets. He also maintained a
position at Clarent Corporation as the Executive Vice President of Business
operations.  There he managed post IPO growth and restructuring after
building the sales organization in EMEA, North America, South and Latin America
and Australia.





In 2001,
Mr. McIlvane founded McIlvane Partners, LLC, where he guided his wireless and
messaging clients to over $10,000,000 in sales with his leadership and
experience of tough telecom markets.





In
2003, Mr. McIlvane was given the title of President and CEO for Personeta, Inc.,
where he took over an early stage manufacturing company which was under funded
and raised $25,000,000 and directed sales growth to 8+ million with a strong
management of distribution evolution.




Kevin
F. Delaney: Advisory Board





Mr.
Delaney has served 34 years in the United States Navy.  As a Vietnam
Veteran he flew 700 combat missions and had six command tours with two award
winning aviation squadrons, an aircraft wing, Naval Air Station Jacksonville
(which under his command was selected from 178 Navy bases worldwide for the
Commander-in-Chief’s  Installation Excellence Award as the Navy’s best
shore installation) and was Commander, Naval Shore Activities, U.S. Atlantic
Fleet.  Just prior to his retirement, Mr. Delaney served as the Navy’s
Regional Commander for the Southeastern United States and the Caribbean. He was
responsible for over 40 commands including 14 major naval installations
including 4 hospitals. Rear Admiral Delaney retired from the navy in
1998.





Mr.
Delaney founded his company, Delaney and Associates Consulting after several
years in senior executive positions in the Healthcare and Automotive
industries.  His company specializes in a full range of government
business opportunities specializing in-start up companies and emerging
technologies.  His talents also include national speaking engagements
specializing in topics such as leadership, management and quality and
improvement subjects.





In
addition, Mr. Delaney enjoys being a co-spokesman with William Shatner for the
nationally syndicated Heartbeat of America, Inc. “Keeping America Strong”
series.





Over the
past fifteen years Mr. Delaney has served on the boards of 17 area non-profit
organizations in Northeast Florida.  He is the recipient of many
service awards.





Audit
Committee





We do not
have an audit committee financial expert (as defined in Item 401 of Regulation
S-K) serving on our Board of Directors. We have not yet employed an audit
committee financial expert on our Board due to the inability to attract such a
person. Within the next fiscal year, we expect to obtain Directors and Officers
insurance which we expect will help to attract such a member to our Board. In
addition, our financial position has made it difficult to place such an
individual on our Board of Directors.





Compliance
with Section 16(a) Of the Exchange Act




Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s
executive officers, directors and persons who own more than ten percent of the
Company’s common stock to file initial reports of ownership and changes in
ownership with the SEC. Additionally, SEC regulations require that the Company
identify any individuals for whom one of the referenced reports was not filed on
a timely basis during the most recent fiscal year or prior fiscal years. To the
Company’s knowledge, based solely on a review of reports furnished to it, the
Directors were late filing their Form 3s in 2008 when they became
Directors.




31
 Table of Contents




Code
of Ethics





We have
adopted a Code of Ethics and Business Conduct that applies to all of our
officers, directors and employees. Upon request, we will provide to any person
without charge a copy of our Code of Ethics. Any such request should be made to
Attn: D. Ruettiger, P.O. Box 93507, Las Vegas, NV 89118.  Our
telephone number is (866)783-9738. We are in the process of building a section
of our website at www.Rudy.com where our Code of Ethics will be available to
investors.





Nominating
Committee




The
Company does not currently have a standing nominating committee or committee
performing similar functions.  The full Board of Directors
participates in the consideration of director nominees.


ITEM 11:
                EXECUTIVE COMPENSATION
  The Board
of Directors deliberates executive compensation matters to the extent they are
not delegated to the Chief Executive Officer.




The
following table shows the compensation of the Company’s Chief Executive Officer
and each executive officer whose total cash compensation exceeded $100,000 for
the three years ended June 30, 2008.




Summary
      Compensation TableStock
              
              
              Option
              
              
              All
      otherName
      and principal
              
              
              Salary
              
              
              awards
              
              
              awards
              
              
              compensation
              
              
              Totalposition
              Year
              
              ($)
              
              
              ($)
              
              
              ($)
              
              
              ($)
              
              
              ($)Daniel
      E. Ruettiger (CEO since
              2008
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              54,783
              
              
              $
              54,783January
      26, 2008)
              2007
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A2006
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/ARocco
      Bradonisio (President
              2008
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              13,678
              
              
              $
              13,678since
      January 26, 2008
              2007
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A2006
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/A
              
              
              
              N/ADennis
      Vadura (CEO and CFO
              2008
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -prior
      to January 26, 2008)
              2007
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -2006
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -





Columns
for bonus, non-equity incentive plan compensation and nonqualified deferred
compensation earnings have been omitted from the table above as all amounts are
zero.




32
 Table of Contents




Narrative
disclosure to summary compensation table





Compensation
levels and amounts are determined by the board of directors based on amounts
paid to executives in similar sized companies with similar
responsibilities.  Stock options are valued utilizing the
Black-Scholes valuation method.





Our
officers are currently working without cash compensation while the business is
being developed.  We expect to have contracts with our officers when
the Company can afford to pay them.  At this time, Mr. Ruettiger has a
royalty agreement with the Company which pays him 10% of
sales.  During fiscal 2008, we accrued, but did not pay, $4,558 in
royalties for Mr. Ruettiger.  In June 2008, the Company accrued
consulting fees for Mr. Ruettiger in the amount of $50,225 and $13,678 for Mr.
Bradonisio.  In July 2008, the Company issued 50,224,798 shares of its
Series B convertible preferred shares to Mr. Ruettiger’s Family Trust and other
designees and issued 13,678,000 of its Series B convertible shares to designees
of Mr. Brandonisio in payment of these amounts.





Other
required columns: estimated future payouts under non-equity incentive plan
awards and estimated future payouts under equity incentive plan awards are
omitted from the table as they are all zero.





Options
exercised and stock vested table, pension benefits table, grants of plan based
awards table, outstanding equity awards at fiscal year-end table and
nonqualified deferred compensation table are all omitted as there would have
been no information to include.





Compensation
of directors





Directors
did not receive any compensation for the meetings they attended in
2008.  It is anticipated that a formal plan for compensation of
Directors will be instituted during 2009 or 2010.





33
 Table of Contents




ITEM 12:
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS




Security
Ownership of Management and Certain Beneficial Owners


The
following table indicates the beneficial ownership of the Company’s voting
securities of all Directors of the Company and all Executive Officers who are
not Directors of the Company, and all officers and directors as a group, as of
August 31, 2008, the most recent practicable date. As of August 31, 2008, there
221,817,606 shares of the Company’s common stock outstanding. Except as
otherwise indicated below, to the best of the Company’s knowledge, each person
named in the table has sole voting and investment power with respect to the
securities beneficially owned by them as set forth opposite their name. All
options are currently exercisable, unless otherwise indicated.




Name
      and Address of
              
              Amount
      and Nature of
              %
      ofTitle of Class
              Beneficial Owner
              
              Beneficial Owner
              ClassCommon
              Pan
      American Capital Group, Inc.
              
              16,905,677
              7.62%C/O
      Rudy NutritionP.O.
      Box 93507Las
      Vegas, NV  89118Common
              Daniel
      E. Ruettiger (1)
              
              3,811,731
              1.72%P.O.
      Box 93507Las
      Vegas, NV  89118Common
              Rocco
      Brandonisio (2)
              
              125,000
              0.06%P.O.
      Box 93507Las
      Vegas, NV  89118Common
              Kevin
      S. Kaplan (3)
              
              250,000
              0.11%P.O.
      Box 93507Las
      Vegas, NV  89118Common
              All
      current officers and directors as aGroup
      (3 persons)
              
              4,186,731
              1.89%




(1)
            Includes
      3,811,731 shares owned by Mr. Ruettiger’s Family
  Trust.


(2)
            Includes
      125,000 shares owned by Mr. Brandonisio’s
wife.


(3)
            Mr.
      Kaplan resigned on September 9,
2008.





The
Company has no equity compensation plan.





34
 Table of Contents





ITEM 13:
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE





On
November 16, 2005, the Company entered into a Licensing Agreement with Rudy
International Marketing, Inc. (“RIMI”).  The agreement provided for
appearance fees and for royalties of $0.50 per case, based on a case size of
twelve one-liter bottles.  Effective January 1, 2007, the agreement
was modified to change the royalty calculation to 10% of gross revenue for all
of the Company’s sales.  We accrued, but did not pay, $4,558 in
royalties due Mr. Ruettiger’s company, RIMI during 2008.





Currently,
the board of directors consists of the two officers of the Company and there are
no independent directors.




ITEM 14:
                PRINCIPAL ACCOUNTANT FEES AND
SERVICES


Audit
Fees – The aggregate fees billed as of June 30, 2008 for professional services
rendered by the Company’s accountant was $10,000 for the audit of the Company’s
annual financial statements and quarterly reviews for the fiscal years ended
June 30, 2008 and 2007, respectively.





Audit-Related
Fees – None.





Tax Fees
– None for 2008 or 2007.





All Other
Fees – Other than the services described above, no other fees were billed for
services rendered by the principal accountant during fiscal 2008 or fiscal
2007.





Audit
Committee Policies and Procedures – The audit committee pre-approves audit and
review services.





If
greater than 50 percent, disclose the percentage of hours expended on the
principal accountant’s engagement to audit the registrant’s financial statements
for the most recent fiscal year that were attributed to work performed by
persons other than the principal accountant’s full-time, permanent employees –
Not applicable.





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PART
IV


ITEM 15:
                EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES


(a)
            The
      following documents are filed as part of this
  report:


1.
            Financial
      Statements – The following consolidated financial statements of Rudy
      Nutrition and Subsidiary are contained in Item 8 of this Form
      10-K:


·
            Report
      of Independent Registered Public
Accountant


·
            Consolidated
      Balance Sheets at June 30, 2008 and
2007


·
            Consolidated
      Statements of Operations – For the years ended June 30, 2008 and
      2007


·
            Consolidated
      Statements of Stockholders’ Equity (Deficit) - For the years ended June
      30, 2008 and 2007


·
            Statements
      of Cash Flows – For the years ended June 30, 2008 and
  2007


·
            Notes
      to the Consolidated Financial
Statements





2.
            Financial
      Statement Schedules were omitted, as they are not required or are not
      applicable, or the required information is included in the Financial
      Statements.





3.
            Exhibits
      – The following exhibits are filed with this report or are incorporated
      herein by reference to a prior filing, in accordance with Rule 12b-32
      under the Securities Exchange Act of
1934.




Exhibit
              
              Description31.1
              
              Certification of the Chief Executive Officer and Chief
      Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act
      of 193432.1
              
              Certification of the Chief Executive Officer and Chief
      Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002, 18 U.S.C. Section 1350







SIGNATURES




In
accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.





RUDY NUTRITION








October
14,
2008                                                                /s/ Daniel E.
Ruettiger


Daniel E. Ruettiger, CEO and
CFO


(Principal executive officer
and


Principal accounting
officer)











In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.








October
14,
2008                                                                /s/ Daniel E.
Ruettiger


Daniel E. Ruettiger, CEO, CFO and
Director








October
14,
2008                                                                /s/ Rocco
Brandonisio


Rocco Brandonisio, President and
Director








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