U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549







FORM
10-Q








Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934


For Quarter Ended: 
September 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)





(866)
783-9738


(Issuer’s
telephone number)





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.  Yes þNor





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 definitions of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):




Large
      accelerated filer r
              Accelerated
      filer r
              Non-accelerated
      filer r
              Smaller
      reporting companyþ(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  rNo þ





The
number of shares outstanding of registrant’s common stock, par value $0.001 per
share, as of October 31, 2008, was 2,223,917,606.






Table of Contents




RudyNutrition and Subsidiaries


Index




PART
      IFINANCIAL
      INFORMATION (Unaudited)
            PageItem
      1:
            Condensed Consolidated Balance Sheet as of September 30, 2008
      and June 30, 2008
            3Condensed Consolidated Statements of Operations for the three
      months ended September 30, 2008 and 20074
            4Condensed Consolidated Statements of Cash Flows for the three
      months ended September 30, 2008 and 20075
            5Notes to Condensed Consolidated Financial
      Statements6
            6Item
      2:
            Management’s Discussion and Analysis of Financial Condition and
      Results of Operations
            14Item 3:
            Quantitative and Qualitative Disclosures About Market
      Risk
            15Item
      4T:
            Controls and Procedures
            15PART
      IIOTHER
      INFORMATIONItem 2:
            Unregistered sales of equity securities and use of
      proceeds
            15Item 5:
            Other information
            16Item 6:
            Exhibits
            18





2
 Table of Contents




RUDY
NUTRITION AND SUBSIDIARY
 Condensed Consolidated Balance Sheets
 September
30, 2008 (Unaudited) and June 30, 2008


September
      30,2008
              
              
              June
      30,(Unaudited)
              
              
              2008ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              202,619
              
              
              $
              560,195Accounts
      receivable trade, net of allowance of $40,000at
      June 30, 2008
              
              
              -
              
              
              
              36,152Inventory
              
              
              76,831
              
              
              
              -Prepaid
      expenses
              
              
              -
              
              
              
              21,627Total
      current assets
              
              
              279,450
              
              
              
              617,974Property
      and equipment, net
              
              
              36,401
              
              
              
              37,311Total
      assets
              
              $
              315,851
              
              
              $
              655,285LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
              
              $
              31,798
              
              
              $
              328,597Accrued
      expenses
              
              
              8,697
              
              
              
              352,505Accrued
      consulting fees
              
              
              -
              
              
              
              126,615Convertible
      notes payable
              
              
              -
              
              
              
              1,188,626Due
      affiliates
              
              
              -
              
              
              
              2,187,536Total
      liabilities
              
              
              40,495
              
              
              
              4,183,879Commitments
      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
              
              
              -
              
              
              
              1,385,000Stockholders'
      equity (deficit):Convertible
      Series A preferred stock; $0.001 par value;400,000,000
      shares authorized; 126,614,995 shares issued andoutstanding
      at September 30, 2008 and none at June 30, 2008
              
              
              126,615
              
              
              
              -Common
      stock:  $0.001 par value; 5,000,000,000 sharesauthorized;
      2,223,917,606 and 89,973,283 issued and outstandingat
      September 30, 2008 and June 30, 2008, respectively
              
              
              2,223,918
              
              
              
              89,973Additional
      paid-in capital
              
              
              5,724,399
              
              
              
              2,590,751Accumulated
      deficit
              
              
              (7,799,576
              )
              
              
              (7,594,318
              )Total
      stockholders' equity (deficit)
              
              
              275,356
              
              
              
              (4,913,594
              )Total
      liabilities and stockholders' equity (deficit)
              
              $
              315,851
              
              
              $
              655,285See
      accompanying notes to condensed consolidated financial
      statements.





3
 Table of Contents


RUDY
NUTRITION AND SUBSIDIARY
 Statements of Operations
 Three
months ended September 30, 2008 and 2007
 (Unaudited)


2008
              
              
              2007Sales
      and revenues
              
              $
              19,683
              
              
              $
              18,779Cost
      of sales
              
              
              7,025
              
              
              
              17,130Gross
      profit (loss)
              
              
              12,658
              
              
              
              1,649Costs
      and expensesSelling
      and marketing expense
              
              
              50,478
              
              
              
              100,172General
      and administrative expense
              
              
              138,424
              
              
              
              36,745Total
      costs and expenses
              
              
              188,902
              
              
              
              136,917Loss
      from operations
              
              
              (176,244
              )
              
              
              (135,268
              )Other
      expenseInterest
      expense
              
              
              29,014
              
              
              
              -Total
      other expense
              
              
              29,014
              
              
              
              -Net
      loss before income taxes
              
              
              (205,258
              )
              
              
              (135,268
              )Income
      taxes
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (205,258
              )
              
              $
              (135,268
              )Net
      loss per common share, basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.00
              )Weighted
      average common shares outstanding
              
              
              267,027,372
              
              
              
              35,000,000See
      accompanying notes to condensed consolidated financial
      statements.






4
 Table of Contents






RUDY
NUTRITION AND SUBSIDIARY


Statements of Cash Flows
 Three
months ended September 30, 2008 and 2007
 (Unaudited)


2008
              
              
              2007Operating
      activitiesNet
      loss
              
              $
              (205,258
              )
              
              $
              (135,268
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
              
              
              909
              
              
              
              -Bad
      debts
              
              
              36,152
              
              
              
              -Change
      in other assets and liabilities:Accounts
      receivable
              
              
              -
              
              
              
              (2,545
              )Inventory
              
              
              (76,830
              )
              
              
              8,880Prepaid
      expenses and other assets
              
              
              21,627
              
              
              
              56,582Accounts
      payable
              
              
              31,798
              
              
              
              (131,040
              )Accrued
      expenses
              
              
              1,952
              
              
              
              32,473Net
      cash used in operating activities
              
              
              (189,650
              )
              
              
              (170,918
              )Investing
      activitiesNet
      cash used in investing activities
              
              
              -
              
              
              
              -Net
      cash used in investing activities
              
              
              -
              
              
              
              -Financing
      activitiesRepayment
      of loans from affiliates
              
              
              (167,926
              )Loans
      from affiliates
              
              
              -
              
              
              
              112,311Net
      cash provided by financing activities
              
              
              (167,926
              )
              
              
              112,311Net
      increase in cash and cash equivalents
              
              
              (357,576
              )
              
              
              (58,607
              )Cash and cash
      equivalents, beginning of period
              
              
              560,195
              
              
              
              74,191Cash and cash
      equivalents, end of period
              
              $
              202,619
              
              
              $
              15,584Supplemental
      cash flow informationCash
      paid for interest and income taxes:Interest
              
              $
              -
              
              
              $
              -Income
      taxes
              
              
              -
              
              
              
              -Non-cash
      investing and financing activities:Common
      shares issued in exchange for notes payable, accounts
    payableand
      preferred stock
              
              $
              5,267,593
              
              
              $
              -Preferred
      shares issued in exchange for accrued expenses
              
              
              126,615
              
              
              
              -See
      accompanying notes to condensed consolidated financial
      statements.






5
 Table of Contents






RUDY
      NUTRITION AND 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”).





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 35,000,000 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.





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 approved a 4:1 reverse stock split which became effective on
September 26, 2008.  Accordingly, 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.  On October 30, 2008, the Company entered into a
Settlement Agreement with the SEC pursuant to which the Company agreed to the
revocation of the registration of its securities under the Securities Exchange
Act of 1934.





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.





The
financial statements included in this report have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange commission
for interim reporting and include all adjustments (consisting only of normal
recurring adjustments) that are, in the opinion of management, necessary for a
fair presentation.  These financial statements have not been
audited.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to such rules and
regulations for interim reporting.  The Company believes that the
disclosures contained herein are adequate to make the information presented not
misleading.  However, these financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company’s Annual Report for the years ended June 30, 2008 and 2007, which is
included in the Company’s Form 10-K dated June 30, 2008.  The
financial data for the interim periods presented may not necessarily reflect the
results to be anticipated for the complete year.





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.




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.




6
 Table of Contents





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 nine month periods, such costs
aggregated $380 in 2008 and $940 in 2007.  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.





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 September 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.




7
 Table of Contents





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.





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.




8
 Table of Contents





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, 2009 is referred to herein as 2009, 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.





NOTE
      2:
            ACQUISITION
      OF RUDY BEVERAGE, INC.





On
February 11, 2008, Rudy Nutrition (“Nutrition”) completed the acquisition of
Rudy Beverage, Inc. (“Rudy”).  With the acquisition of Rudy, Nutrition
has become a manufacturer of health conscious beverages. Under the terms of the
acquisition, Rudy issued 35,000,000 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 September 30, 2008 (none at June 30,
2008):




September
      30,2008Raw
      materials and ingredients
              
              $
              8,515Finished
      goods
              
              
              15,088Bottles,
      labels and other packaging materials
              
              
              53,228$
              76,831




9
 Table of Contents





NOTE
      4:
            PROPERTY
      AND EQUIPMENT





At
September 30, 2008 and June 30, 2008, the Company had property and equipment as
follows:




September
      30,
              
              
              June
      30,2008
              
              
              2008Manufacturing
      equipment
              
              $
              39,276
              
              
              $
              39,276Plates
      and dies
              
              
              1,440
              
              
              
              1,44040,716
              
              
              
              40,716Accumulated
      depreciation
              
              
              (4,315
              )
              
              
              (2,727
              )$
              36,401
              
              
              $
              37,989








NOTE
      5:
            CONVERTIBLE
      NOTES PAYABLE





At June
30, 2008, convertible notes payable to the former officers and directors of the
Company amounted to $1,188,626.  The convertible notes payable were
accruing interest at 8% to 10% per annum, are due on demand and were 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
the three months ended September 30, 2008, the remaining balance of the
convertible notes payable and all related accrued interest was exchanged for
common stock.





NOTE
      6:
            DUE
      AFFILIATES





At June
30, 2008 the Company had loans and advances from affiliates as follows (none at
September 30, 2008):




June
      30,2008Global
      Beverage Solutions, Inc.
              
              $
              1,818,043DPI
              
              
              41,239Daniel
      Ruettiger
              
              
              18,448William
      Stephens
              
              
              75,000Rocco
      Brandonisio
              
              
              58,240Capital
      Market
              
              
              151,000Frank
      Trotti
              
              
              25,000Miscellaneous
              
              
              566$
              2,187,536




During
the three months ended September 30, 2008, $167,926 in advances were repaid in
cash and the remainder were converted to common stock.





10
 Table of Contents




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.  Thirty-six 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.





During
the three months ended September 30, 2008, all 13,850 shares of 2005 Series A
preferred stock were converted to common stock.




NOTE 8:
            STOCKHOLDER’S
      EQUITY




PREFERRED
STOCK





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.







11
 Table of Contents




COMMON
STOCK





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 amendment to
the articles of incorporation to increase 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
shares.  The amendment was filed with the Nevada secretary of state
and became effective on September 3, 2008.





During
the three months ended September 30, 2008, we issued 2,133,944,323 shares of
common stock in exchange for convertible debt, preferred stock, amounts due
affiliates, accrued interest and accounts payable in the amount of
$5,267,593.





At
September 30, 2008, there were 5,000,000,000 common shares authorized and
2,223,917,606 common shares issued and outstanding.





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 September 30, 2008, is as follows:





Warrants
              
              Number
      of

                  Exercise
      Price
              
              
              Weighted
      AverageBalance,
      June 30, 2007
              
              
              2,387
              
              
              $
              7,652Warrants
      granted
              
              
              -
              
              
              
              -Warrants
      exercised
              
              
              -
              
              
              
              -Warrants
      cancelled/expired
              
              
              (243
              )
              
              
              10,860Balance,
      June 30 2008
              
              
              2,144
              
              
              
              7,288Warrants
      granted
              
              
              -
              
              
              
              -Warrants
      exercised
              
              
              -
              
              
              
              -Warrants
      cancelled/expired
              
              
              -
              
              
              
              -Balance,
      September, 2008
              
              
              2,144
              
              
              $
              7,288




The
following table summarizes information related to warrants outstanding at
September 30, 2008, all of which are exercisable:




Remaining
              
              
              WeightedContractual
              
              
              AverageExercise Price
              
              
              Number
              
              
              Life (years)
              
              
              Exercise Price$
              2,252
      - $3,600
              
              
              
              661
              
              
              
              .44
              
              
              $
              3,236$
              4,320
      - $7,200
              
              
              
              1044
              
              
              
              .79
              
              
              
              4,812$
              8,812
      - $21,600
              
              
              
              416
              
              
              
              .87
              
              
              
              17,792$
              27,000-
      $55,440
              
              
              
              23
              
              
              
              .55
              
              
              
              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.




12
 Table of Contents




STOCK
OPTIONS





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




Weighted AverageRemaining
              
              
              ExerciseExercise Price
              
              
              Number
              
              
              Contractual Life
              
              
              Price$
              11,160
              
              
              
              180
              
              
              
              3.67
              
              
              $
              11,16032,760
              
              
              
              150
              
              
              
              4.37
              
              
              
              32,76055,440
              
              
              
              17
              
              
              
              4.19
              
              
              
              55,440Totals
              
              
              
              347
              
              
              
              4.00
              
              
              $
              22,680




NOTE
      10:
            COMMITMENTS AND
      CONTINGENCIES


Former
subsidiaries bankruptcies


The
Company 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 come
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 until October 31, 2013.




NOTE 11:
            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 $7,799,576 and has limited working capital of $238,955 at September
30, 2008.





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
      12:
            SUBSEQUENT
    EVENTS





On
November 10, 2008, the Company entered into a Plan and Agreement of Triangular
Merger with Marshall Holdings International, Inc. (“Marshall”) and Marshall
Acquisition Company, Inc. (“Acquisition”).   Pursuant to the
terms of the Agreement, Rudy will merge into Acquisition and become a wholly
owned subsidiary of Marshall.  Prior to completion of the Agreement, a
number of corporate actions will be required by the Company, including a reverse
split of its common stock to reduce the number of non-accredited shareholders,
filing Form 15 to terminate the reporting requirements of the Securities
Exchange Act of 1934 and other actions necessary to allow completion of the
Merger.





13
 Table of Contents




Item 2:
              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 Consolidated Financial
Statements and the accompanying Notes to Consolidated Financial Statements
appearing earlier 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, 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.





FINANCIAL
CONDITION AND 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.  As discussed in the Notes to the Condensed
Consolidated Financial Statements, Nutrition acquired Rudy on February 11, 2008,
and the financial statements prior to that date are those of
Rudy.  The consolidated Company at September 30, 2008 has working
capital of $238,955.  Management believes that operating in a public
company will allow them more flexibility in raising the capital necessary to
develop the Company’s business plan.





The
Company has not established sources of revenue to fund the development of
business, projected operating expenses and commitments for the next twelve
months.  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 2008 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.





RESULTS
OF OPERATIONS





The
statements of operations include the results of Rudy for all periods presented
and include the results from Nutrition, since the acquisition of Rudy on
February 11, 2008.  Rudy was initially 80% owned by Global Beverage
Solutions, Inc. (“Global”), who provided all funding for Rudy until December
2006.  In May 2007, Rudy Partners acquired the 80% owned by Global and
has been able to obtain limited funding from affiliates.  Initially,
Rudy directed its production and sales efforts at 55 oz containers which they
hoped to sell in bulk at warehouse stores such as Sam’s and
Costco.  The containers originally used were square and more expensive
to produce.  In addition, the Company’s initial product was a direct
competitor to Gatorade, which severely limited sales due to
competition.





After
attempting to continue sales of this product during 2007, it was determined that
it was very unlikely that Rudy could ever compete with
Gatorade.  Accordingly, the molds, labels and all related equipment
were abandoned at the end of June 2007.  Additionally, all remaining
inventory was destroyed as it had mostly passed its expiration
date.





By the
end of 2007, Rudy had determined to completely change the container to a more
conventional cylindrical bottle in 12 oz, 20 oz and 32 oz sizes and also made
changes to its labels to conform to the revised bottles.  These
revisions to its business plan have resulted in substantial reductions in sales
during the first quarter of fiscal 2009; however, sales are expected to improve
in the future with the more acceptable container sizes.





Sales
efforts have also been delayed while the Company raised capital to get the
revised containers and sizes ready to market.


14
 Table of Contents
  Comparison
of Three Months Ended September 30, 2008 and 2007





Revenues


As noted
above, sales were $19,683 in the quarter ended September 30, 2008 as compared to
$18,779 in the prior year period.  Cost of sales includes product cost
and freight in the current year quarter and also includes some damaged product
in the earlier year quarter.





Costs
and expenses


Selling
and marketing expense amounted to $50,478 in 2008 as compared to $100,172 in
2007.  Substantially the entire amount in 2008 is for product samples
and its related freight, whereas the 2007 amount consisted primarily of deferred
appearance fees.  The 2007 amounts related to continuing costs
associated with sales of the larger container sizes which are now
discontinued.





General
and administrative expense amounted to $138,424 in 2008 and $36,745 in
2007.  The 2008 amount includes accounting, auditing, legal and other
professional services of $60,482, wages of $13,867 and travel of
$5,732.  The 2007 amount includes consulting fees of
$24,900.





Interest
expense amounted to $29,014 in 2008 as compared to none in 2007.  The
2008 expense is the accrued interest on the notes payable in Nutrition since
February 11, 2008, which were all exchanged for common stock during the three
months ended September 30, 2008.




ITEM
      3:
            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK





Not
applicable.




ITEM 4T:
            CONTROLS AND
      PROCEDURES




(a) Evaluation of Disclosure
Controls and Procedures





The
Company’s Chief Executive Officer and Chief Financial Officer have reviewed and
evaluated the effectiveness of the Company’s disclosure controls and procedures
(as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the
Securities Exchange Act of 1934) as of September 30, 2008.  Based on
that review and evaluation, which included inquiries made to certain other
employees of the Company, the CEO and CFO concluded that the Company’s current
disclosure controls and procedures, as designed and implemented, are effective
in ensuring that information relating to the Company required to be disclosed in
the reports the Company files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and forms, including
insuring that such information is accumulated and communicated to the Company’s
management, including the CEO and CFO, as appropriate to allow timely decisions
regarding required disclosure.





(b)  Changes in
Internal Controls





There
have been no significant changes in internal controls or in other factors that
could significantly affect these controls during the quarter ended September 30,
2008, including any corrective actions with regard to significant deficiencies
and material weaknesses.




PART
II—OTHER INFORMATION




Item
      1:
            Legal
      proceedings


Not
applicable.




Item
      1A:
            Risk
      factors


Not
applicable.




Item
      2:
            Unregistered sales of equity securities and use of
      proceeds





During
the three months ended September 30, 2008, we issued 2,133,944,323 shares of
common stock in exchange for convertible debt, preferred stock, amounts due
affiliates, accrued interest and accounts payable in the amount of
$5,267,593.  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.




15
 Table of Contents




Item
      3:
            Defaults
      upon senior securities


None.




Item
      4:
            Submission
      of matters to a vote of security
holders


Not
applicable.




Item
      5:
            Other information





Plan
of Merger.




On
November 10, 2008, Marshall Holdings International, Inc., a Nevada corporation
(“Marshall”), Marshall Acquisition Company, Inc., a Nevada corporation (the
“Subsidiary”), and the Company executed a Plan and Agreement of
Triangular Merger (the “Plan of Merger”), wherebythe Companyis mergedinto the
Subsidiary, a wholly-owned subsidiary of Marshall.  As a result of the
Merger, the stockholders of the Company will receive shares of the common stock
of Marshall, par value $0.001 per share (the “Marshall Common Stock”) in
exchange for all of their shares of the common stock of the Company, par value
$0.001 per share.  The basic terms of the Plan of Merger are as
follows:




1.            
Plan
Adopted.  A Plan of Merger whereby the Company merges with and into
the Subsidiary, pursuant to the provisions of Chapter 92A of the Nevada Revised
Statutes (the “NRS”) and Section 368(a)(1)(A) of the  Internal Revenue Code
of 1986, as amended, is adopted as follows:




(a)          
The Company shall be merged with and into the Subsidiary, to exist and be
governed by the laws of the State of Nevada.




(b)          
The Subsidiary shall be the Surviving Corporation and its name shall be changed
to Rudy Nutrition (the “Surviving Corporation”) and will continue to be a
wholly-owned subsidiary of Marshall.




(c)          
When the Plan of Merger shall become effective, the separate existence of the
Company shall cease and the Surviving Corporation shall succeed, without other
transfer, to all the rights and properties of the Company and shall be subject
to all the debts and liabilities of such corporation in the same manner as if
the Surviving Corporation had itself incurred them.  All rights of
creditors and all liens upon the property of each constituent entity shall be
preserved unimpaired, limited in lien to the property affected by such liens
immediately prior to the Merger.




(d)          
The Surviving Corporation will be responsible for the payment of all fees and
franchise taxes of the constituent entities payable to the State of Nevada, if
any.




(e)          
The Surviving Corporation will carry on business with the assets of the Company,
as well as the assets of the Subsidiary.




(f)           
The Surviving Corporation will be responsible for the payment of the fair value
of shares, if any, required under Chapter 92A of the NRS.




(g)          
The Company Stockholders will surrender all of their shares of the Company
Common Stock in the manner hereinafter set forth.




(h)          
In exchange for the shares of the Company Common Stock surrendered by the
Company Stockholders, Marshall will issue and transfer to them on the basis
hereinafter set forth, shares of the Marshall Common Stock.




(i)           
A copy of this Plan of Merger will be furnished by the Surviving Corporation, on
request and without cost, to any stockholder of any constituent
corporation.




(j)           
The authorized capital stock of the Subsidiary is 1,000 shares of common stock,
par value $0.001 per share (the “Subsidiary Common Stock”), of which 1,000
shares are issued and outstanding.




(k)          
The authorized capital stock of the Company is 400,000,000 shares of preferred
stock, par value $0.01 per share (the “Company Preferred Stock”) and
5,000,000,000 shares of the Company Common Stock.  As of the date of the
Plan of Merger, there were 126,614,995 shares of the Company Preferred Stock and
2,221,817,606 shares of the Company Common Stock duly and validly issued and
outstanding, fully paid, and non-assessable.  Before the Effective Date,
hereinafter defined, all shares of the Company Preferred Stock shall be
converted into shares of the Company Common Stock, and the Company Common Stock
will be reverse split into 667,314 shares (the “Company Corporate Action”),
whereupon, as of the Effective Date, there will be 667,314 shares of the Company
Common Stock duly and validly issued and outstanding, fully paid, and
non-assessable and subject to the terms of the Merger held by 67 Rudy
Stockholders, of which no more than 35 will be “unaccredited investors” after
referencing the term “accredited investor” as defined in the Securities Act of
1933, as amended (the “Securities Act”).




16
 Table of Contents




(l)           
Before the Effective Date, with respect to the Company Common Stock, the Company
shall file a Form 15 with the United States Securities and Exchange Commission
(the “SEC”) which will contain a Certification and Notice of Termination of
Registration under Section 12(g) of the Securities Exchange Act of 1934, as
amended.




2.            
Effective
Date.  The effective date of the Merger (the “Effective Date”) shall
be the date of the filing of Articles of Merger for the Subsidiary and the
Company in the State of Nevada.




3.            
Submission to
Stockholders.  This Plan of Merger shall be submitted for approval
separately to the Company Stockholders and to Marshall as the sole stockholder
of the Subsidiary in the manner provided by the laws of the State of
Nevada.




4.            
Manner of
Exchange.  On the Effective Date, the Company Stockholders shall
surrender their stock certificates representing the Company Common Stock to
Marshall in exchange for certificates representing the shares of the Marshall
Common Stock to which they are entitled.  In exchange, the Subsidiary shall
receive all of the issued and outstanding shares of the Company Common Stock
held by the Company Stockholders.




5.            
Basis of
Exchange.  Following the Company Corporate Action, the Company
Stockholders will own 667,314 shares of the Company Common Stock, which shares
shall constitute all of the issued and outstanding shares of the capital stock
of the Company.  As a result of the Merger, the Company Stockholders shall
be entitled to receive, in exchange for all of their Company Common Stock,
10,000,000 shares of the Marshall Common Stock.




6.            
Restricted
Shares.  All shares of the Marshall Common Stock to be received by
the Company Stockholders hereunder shall be restricted in their resale as
provided in the Securities Act, and shall contain a legend as required by Rule
144 promulgated under the Securities Act (“Rule 144”).




The
restricted nature of such shares shall not be taken into account or any quoted
price of the shares on the Effective Date.  Upon receipt of the Marshall
Common Stock, each Company Stockholder shall execute a Subscription Agreement in
the form attached to the Plan of Merger as Exhibit A.  In
that regard, the Company Stockholders shall acknowledge that Marshall does not
have any obligation to register for resale pursuant to the Securities Act, the
shares of the Marshall Common Stock to be received by them
hereunder.




7.            
Directors and
Officers.




(a)          
The present Board of Directors of the Subsidiary shall serve as the Board of
Directors of the Surviving Corporation until the next annual meeting or until
such time as their successors have been elected and qualified.




(b)          
If a vacancy shall exist on the Board of Directors of the Surviving Corporation
on the Effective Date, such vacancy may be filled by the Board of Directors as
provided in the Bylaws of the Surviving Corporation.




(c)          
All persons who, on the Effective Date, are executive or administrative officers
of the Subsidiary shall be officers of the Surviving Corporation until the Board
of Directors of the Surviving Corporation shall otherwise determine.  The
Board of Directors of the Surviving Corporation may elect or appoint such
additional officers as it may deem necessary or appropriate.




8.            
Articles of
Incorporation.  The Articles of Incorporation of the Subsidiary
existing on the Effective Date, as amended to reflect the change of name to Rudy
Nutrition, a copy of which is attached to the Plan of Merger as Exhibit B shall
continue in full force as the Articles of Incorporation of the Surviving
Corporation until altered, amended, or repealed as provided therein or as
provided by law.




9.            
Bylaws. 
The Bylaws of the Subsidiary existing on the Effective Date, as amended to
reflect the change of name to Rudy Nutrition, a copy of which is attached to the
Plan of Merger as Exhibit C shall
continue in full force as the Bylaws of the Surviving Corporation until altered,
amended, or repealed as provided therein or as provided by law.




10.          
Copies of the Plan of
Merger.  A copy of the Plan of Merger is on file at 1343 Rocky Hills
Road, Las Vegas, Nevada 89118, the principal offices of the Company, and 2750
West Brooks Avenue, Suite 103, North Las Vegas, Nevada 89032, the principal
offices of Marshall and the Subsidiary.  A copy of the Plan of Merger will
be furnished to any stockholder of the Company, Marshall, or the Subsidiary, on
written request and without cost.




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Item 6:
            Exhibits




Exhibit
      31
              
              Certification pursuant to 18 U.S.C. Section 1350 Section
      302 of the Sarbanes-Oxley Act of 2002Exhibit
      32
              
              Certification pursuant to 18 U.S.C. Section 1350 Section
      906 of the Sarbanes-Oxley Act of 2002


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SIGNATURES




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








RUDY
      NUTRITIONDate:
      November 13, 2008
              By:
              /s/ Daniel
      E.
      RuettigerDaniel
      E. Ruettiger, Chief Executive Officer(Principal
      Executive Officer)




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