UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, DC
20549




Form
10-Q









QUARTERLY REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For Quarter Ended March 31,
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 Securities Exchange Act of 1934 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 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




The
number of shares outstanding of registrant’s common stock, par value $0.001 per
share, as of March 31, 2008, was 63,546,000.





Table of Contents




Rudy Nutritionand Subsidiaries
 Index





PagePART
      I FINANCIAL
      INFORMATION (Unaudited)Item
      1:
            Condensed Consolidated Balance Sheets as of March 31, 2008 and
      June 30, 2007
            3Condensed Consolidated Statements of Operations for the three
      months ended March 31, 2008 and 2007
            4Condensed Consolidated Statements of Operations for the nine
      months ended March 31, 2008 and 2007
            5Condensed Consolidated Statements of Cash Flows for the nine
      months ended March 31, 2008 and 2007
            6Notes to Condensed Consolidated Financial
      Statements
            7Item
      2:
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operations
            16Item
      3:
            Quantitative and Qualitative Disclosures About Market
      Risk
            17Item
      4T:
            Controls and Procedures
            18PART
      II OTHER INFORMATIONItem
      2:
            Unregistered Sales of Equity Securities and Use of
      Proceeds
            18Item
      6:
            Exhibits
            19








Table of Contents




PART1:   FINANCIAL
INFORMATION
   MOORE
& ASSOCIATES, CHARTERED
 ACCOUNTANTS AND
ADVISORS
 PCAOB
REGISTERED
  
  
  REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
  
  To the
Board of Directors
 Rudy
Nutrition and Subsidiary
 
 We have
reviewed the accompanying condensed consolidated balance sheet of Rudy Nutrition
and Subsidiary as of March 31, 2008, and the related condensed consolidated
statements of operations, stockholders’ equity (deficit), and cash flows for the
three-month period ended March 31, 2008. These interim financial statements are
the responsibility of the Corporation’s management.
 
 We
conducted our reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists of principally applying analytical procedures and making
inquiries of persons responsible for the financials and accounting matters. It
is substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board (United States), the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
 
 Based on
our reviews, we are not aware of any material modifications that should be made
to such condensed consolidated financial statements for them to be in conformity
with accounting principles generally accepted in the United States of
America.
 
 
 
 /s/
Moore & Associates, Chartered
 Moore
& Associates, Chartered
 Las
Vegas, Nevada
 May 16,
2008
 
 
  2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
(702) 253-7499 Fax: (702)253-7501




RUDY NUTRITION AND SUBSIDIARYBalance
      SheetsMarch
      31, 2008 and June 30, 2007March
      31,
              
              
              June
      30,2008
              
              
              2007(Unaudited)ASSETSCurrent
      assets:Cash
      and cash equivalents
              
              $
              11,347
              
              
              $
              74,191Accounts
      receivable trade, net of allowance of $40,000 and$25,000
      at March 31, 2008 and June 30, 2007, respectively
              
              
              37,607
              
              
              
              74,089Inventory
              
              
              27,494
              
              
              
              11,137Prepaid
      expenses
              
              
              22,047
              
              
              
              68,265Total
      current assets
              
              
              98,495
              
              
              
              227,682Property
      and equipment, net
              
              
              37,989
              
              
              
              -Total
      assets
              
              $
              136,484
              
              
              $
              227,682LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)Current
      liabilities:Accounts
      payable
              
              $
              520,541
              
              
              $
              449,845Accrued
      expenses
              
              
              463,496
              
              
              
              789Convertible
      notes payable
              
              
              1,631,715
              
              
              
              -Due
      affiliates
              
              
              1,932,512
              
              
              
              2,008,482Total
      liabilities
              
              
              4,548,264
              
              
              
              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'
      equity (deficit):Common
      stock:  $0.001 par value; 600,000,000 sharesauthorized;
      63,546,000 and 35,000,000 issued and outstandingat
      March 31, 2008 and June 30, 2007, respectively
              
              
              63,546
              
              
              
              35,000Additional
      paid-in capital
              
              
              1,529,161
              
              
              
              4,827,000Accumulated
      deficit
              
              
              (7,389,487
              )
              
              
              (7,093,434
              )Total
      stockholders' equity (deficit)
              
              
              (5,796,780
              )
              
              
              (2,231,434
              )Total
      liabilities and stockholders' equity (deficit)
              
              $
              136,484
              
              
              $
              227,682See
      accompanying notes to condensed consolidated financial
      statements






3
 Table of Contents




RUDY NUTRITION AND SUBSIDIARYStatements
      of OperationsThree
      months ended March 31, 2008 and March 31, 2007(Unaudited)2008
              
              
              2007Sales
      and revenues
              
              $
              1,788
              
              
              $
              26,893Cost
      of sales
              
              
              4,501
              
              
              
              30,989Gross
      profit (loss)
              
              
              (2,713
              )
              
              
              (4,096
              )Costs
      and expensesSelling
      and marketing expense
              
              
              30,840
              
              
              
              66,216General
      and administrative expense
              
              
              62,132
              
              
              
              139,805Total
      costs and expenses
              
              
              92,972
              
              
              
              206,021Loss
      from operations
              
              
              (95,685
              )
              
              
              (210,117
              )Other
      expenseInterest
      expense
              
              
              21,202
              
              
              
              -Total
      other expense
              
              
              21,202
              
              
              
              -Net
      loss before income taxes
              
              
              (116,887
              )
              
              
              (210,117
              )Income
      taxes
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (116,887
              )
              
              $
              (210,117
              )Net
      loss per common share, basic and diluted
              
              $
              (0.00
              )
              
              $
              (0.01
              )Weighted
      average common shares outstanding
              
              
              50,057,736
              
              
              
              35,000,000See
      accompanying notes to condensed consolidated financial
      statements






4
 Table of Contents




RUDY NUTRITION AND SUBSIDIARYStatements
      of OperationsNine
      months ended March 31, 2008 and March 31, 2007(Unaudited)2008
              
              
              2007Sales
      and revenues
              
              $
              20,414
              
              
              $
              191,172Cost
      of sales
              
              
              25,410
              
              
              
              169,181Gross
      profit
              
              
              (4,996
              )
              
              
              21,991Costs
      and expensesSelling
      and marketing expense
              
              
              148,304
              
              
              
              257,471General
      and administrative expense
              
              
              121,551
              
              
              
              609,755Total
      costs and expenses
              
              
              269,855
              
              
              
              867,226Loss
      from operations
              
              
              (274,851
              )
              
              
              (845,235
              )Other
      expenseInterest
      expense
              
              
              21,202
              
              
              
              -Total
      other expense
              
              
              21,202
              
              
              
              -Net
      loss before income taxes
              
              
              (296,053
              )
              
              
              (845,235
              )Income
      taxes
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (296,053
              )
              
              $
              (845,235
              )Net
      loss per common share, basic and diluted
              
              $
              (0.01
              )
              
              $
              (0.02
              )Weighted
      average common shares outstanding
              
              
              39,982,742
              
              
              
              35,000,000See
      accompanying notes to condensed consolidated financial
      statements.






5
 Table of Contents




RUDY NUTRITION AND SUBSIDIARYStatements
      of Cash FlowsNine
      months ended March 31, 2008 and March 31, 2007(Unaudited)2008
              
              
              2007Operating
      activitiesNet
      loss
              
              $
              (296,053
              )
              
              $
              (845,235
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
              
              
              2,959
              
              
              
              12,008Bad
      debts
              
              
              15,000
              
              
              
              -Abandoned
      assets
              
              
              4,418
              
              
              
              -Change
      in other assets and liabilities:Accounts
      receivable
              
              
              21,482
              
              
              
              39,694Inventory
              
              
              (16,356
              )
              
              
              (176,827
              )Prepaid
      expenses and other assets
              
              
              46,218
              
              
              
              14,770Accounts
      payable
              
              
              (75,132
              )
              
              
              105,946Accrued
      expenses
              
              
              53,772
              
              
              
              (27,255
              )Net
      cash used in operating activities
              
              
              (243,692
              )
              
              
              (876,899
              )Investing
      activitiesPurchase
      of property and equipment
              
              
              (45,366
              )
              
              
              (58,742
              )Net
      cash used in investing activities
              
              
              (45,366
              )
              
              
              (58,742
              )Net
      cash used in investing activities
              
              
              (45,366
              )
              
              
              (58,742
              )Financing
      activitiesLoans
      from affiliates
              
              
              226,214
              
              
              
              939,341Net
      cash provided by financing activities
              
              
              226,214
              
              
              
              939,341Net
      cash provided by financing activities
              
              
              226,214
              
              
              
              939,341Net
      increase in cash and cash equivalents
              
              
              (62,844
              )
              
              
              3,700Cash and cash
      equivalents, beginning of period
              
              
              74,191
              
              
              
              7,373Cash and cash
      equivalents, end of period
              
              $
              11,347
              
              
              $
              11,073Supplemental
      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
              
              $
              114,384
              
              
              $
              -Common
      shares issued in acquisition of Rudy Beverage, Inc.
              
              
              5,164,184
              
              
              
              -See
      accompanying notes to condensed consolidated financial
      statements






6
 Table of Contents




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”).
 
 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.  After the reverse
split, there were 46,000 shares of the Company’s common stock
outstanding.  Accordingly, 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.
 
 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, 2007 and 2006, which is
included in the Company’s Form 8-K dated February 11, 2008 and filed February
15, 2008 and the amendment filed April 24, 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.
  7
 Table of Contents
 
 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 nine month periods, such costs
aggregated $4,869 in 2008 and $36,070 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.
  8
 Table of Contents
   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 March 31, 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 July
2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in
Income Taxes – an Interpretation of SFAS No. 109, Accounting for Income Taxes”
(“FIN 48”) to create a single model to address accounting for uncertainty in tax
positions.  FIN 48 clarifies the accounting for income taxes by
prescribing a minimum recognition threshold a tax position is required to meet
before being recognized.  FIN 48 also provides guidance on
derecognizing measurement, classification, interest and penalties, accounting in
interim periods, disclosure and transition.  FIN 48 is effective for
fiscal years beginning after December 15, 2006, which for us would be our fiscal
year beginning July 1, 2008.    We are currently evaluating
the impact of adopting FIN 48 and do not expect the adoption of FIN 48 will have
a material impact on our financial statements.
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measures”.  This Statement defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, expands
disclosures about fair value measurements, and applies under other accounting
pronouncements that require or permit fair value measurements.  SFAS
No. 157 does not require any new fair value measurements.  However,
the FASB anticipates that for some entities, the application of SFAS No. 157
will change current practice.  SFAS No. 157 is effective for fiscal
years beginning after November 15, 2007, which for us would be our fiscal year
beginning July 1, 2008.  The Company is currently evaluating the
impact of SFAS No. 157 but does not expect that it will have a material impact
on its financial statements.
  9
 Table of Contents
 
 In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities.”  This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value that are not currently required to be measured at fair
value.  SFAS No. 159 is effective for fiscal years beginning after
November 15, 2007, which for the Company would be its fiscal year beginning July
1, 2008.  The Company is currently evaluating the impact of SFAS No.
159, but does not expect that it will have a material impact on its financial
statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).
SFAS 160 establishes accounting and reporting standards for the noncontrolling
interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160
is effective on July 1, 2009 for the Company. The Company is currently
evaluating the impact of adopting SFAS 160.
  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.
 
 10
 Table of Contents
 
 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.
 
 Unaudited
pro forma results of operations for the three-month and nine-month periods ended
March 31, 2008 and March 31, 2007, as if Nutrition and Rudy had been combined as
of the beginning of the periods follows.  The pro forma results
include estimates and assumptions which management believes are
reasonable.  However, pro forma results are not necessarily indicative
of the results that would have occurred if the business combination had been in
effect on the dates indicated, or which may result in the future.
 
 Three months ended March
31,2008
                
                
                2007Revenues
                
                $
                1,788
                
                
                $
                26,893Net
      loss
                
                
                (134,157
                )
                
                
                (251,318
                )Net
      loss per share, basic and diluted
                
                $
                (0.00
                )
                
                $
                (0.01
                )
 
 Nine months ended March 31,2008
                
                
                2007Revenues
                
                $
                20,414
                
                
                $
                191,172Net
      loss
                
                
                (395,725
                )
                
                
                (968,838
                )Net
      loss per share, basic and diluted
                
                $
                (0.01
                )
                
                $
                (0.03
                )
 
 NOTE
3:              INVENTORIES
 
 Inventories
consist of the following at March 31, 2008 and June 30, 2007:
 
 March
      31,
                
                
                June
      30,2008
                
                
                2007Raw
      materials and ingredients
                
                $
                492
                
                
                $
                -Finished
      goods
                
                
                23,245
                
                
                
                11,137Bottles,
      labels and other packaging materials
                
                
                3,757
                
                
                
                -$
                27,494
                
                
                $
                11,137
 
 11
 Table of Contents
   NOTE
4:              PROPERTY
AND EQUIPMENT
 
 At March
31, 2008, the Company had property and equipment as follows (none at June 30,
2007):
 
 March
      31,2008Manufacturing
      equipment
                
                $
                39,276Plates
      and dies
                
                
                1,44040,716Accumulated
      depreciation
                
                
                (2,727
                )$
                37,989
 
 
 
 
 NOTE
5:              CONVERTIBLE
NOTES PAYABLE
 
 At March
31, 2008, convertible notes payable to the former officers and directors of the
Company amounted to $1,631,715.  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
$430,137 on the notes is included in accrued expenses on the balance sheet at
March 31, 2008.
 
 On
February 12, 2008, the Company converted notes payable in the principal amount
of $114,384 into 28,500,000 shares of its common stock.
 
 NOTE
6:              DUE
AFFILIATES
 
 At March
31, 2008 and June 30, 2007 the Company had loans and advances from affiliates as
follows:
 
 March
      31,
              
              
              June
      30,2008
              
              
              2007Global
      Beverage Solutions, Inc.
              
              $
              1,818,043
              
              
              $
              1,818,043DPI
              
              
              3,155
              
              
              
              8,140Daniel
      Ruettiger
              
              
              18,267
              
              
              
              32,199William
      Stephens
              
              
              -
              
              
              
              150,000Rocco
      Brandonisio
              
              
              66,481
              
              
              
              -Capital
      Market
              
              
              26,000
              
              
              
              -Miscellaneous
              
              
              566
              
              
              
              100$
              1,932,512
              
              
              $
              2,008,482
  12
 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.  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 March
31, 2008, there are 13,850 shares issued and outstanding with a preference on
liquidation of $100 per share.
 
 
 NOTE
8:   STOCKHOLDER’S
EQUITY
 
 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.  After the reverse
split, there were 46,000 shares of the Company’s common stock
outstanding.  Accordingly, all share transactions and disclosures have
been restated as if the reverse stock split occurred before all periods
presented.
 
 At March
31,2008, there were 600,000,000 common shares authorized and 63,546,000 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 March 31, 2008, is as follows:
 Number
      of
                
                
                Weighted
      AverageWarrants
                
                
                Exercise PriceBalance,
      June 30, 2006
                
                
                10,317
                
                
                $
                1,875Warrants
      granted
                
                
                -
                
                
                
                -Warrants
      exercised
                
                
                -
                
                
                
                -Warrants
      cancelled/expired
                
                
                (768
                )
                
                
                1,406Balance,
      June 30 2007
                
                
                9,549
                
                
                
                1,913Warrants
      granted
                
                
                -
                
                
                
                -Warrants
      exercised
                
                
                -
                
                
                
                -Warrants
      cancelled/expired
                
                
                -
                
                
                
                -Balance,
      March 31, 2008
                
                
                9,549
                
                
                $
                1,913
  13
 Table of Contents
   The
following table summarizes information related to warrants outstanding at March
31, 2008, all of which are exercisable:
 
 Remaining
                
                
                WeightedContractual
                
                
                AverageExercise Price
                
                
                Number
                
                
                Life
                
                
                Exercise Price$
                2.70
      - $900
                
                
                
                2,899
                
                
                
                .94
                
                
                $
                817$
                1,080
      - $1,800
                
                
                
                4,629
                
                
                
                1.29
                
                
                
                1,208$
                2,160
      - $5,400
                
                
                
                1,829
                
                
                
                1.37
                
                
                
                4,518$
                6,750
      - $13,860
                
                
                
                192
                
                
                
                1.05
                
                
                
                9,061
 
 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.  The number of stock options amounts to options to acquire
1,387 shares at an average exercise price of $5,670, which has not changed since
June 30, 2006, as follows:
 
 Weighted AverageRemaining
                
                
                ExerciseExercise Price
                
                
                Number
                
                
                Contractual Life
                
                
                Price$
                2,790
                
                
                
                720
                
                
                
                4.17
                
                
                $
                2,7908,190
                
                
                
                600
                
                
                
                4.87
                
                
                
                8,19013,860
                
                
                
                67
                
                
                
                4.69
                
                
                
                13,860Totals
                
                
                
                1,387
                
                
                
                4.50
                
                
                $
                5,670
  14
 Table of Contents
 
 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.
 
 Legal
 The
Company is subject to a number of claims from former vendors, one of which,
XG-AD, Inc., has filed suit on December 4, 2007, in the United States District
Court for the Eastern District of Missouri, which alleges an outstanding balance
of $41,598.  The Company is in settlement discussions with all of the
vendors and expects to resolve the issues without significant additional
cost.  The amount due the vendors is included in accounts payable in
the accompanying balance sheet.  The XG-AD litigation was settled in
May 2008 with the Company making payment of $25,000 in full satisfaction of the
obligation.
 
 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.
 
 
 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 $7,389,487 and has negative working capital of $4,449,769 at March 31,
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 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.
   15
 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 March 31, 2008 has negative working
capital of $4,449,769, whereas, Rudy separately had negative working capital of
$2,231,434 at June 30, 2007.  The consolidation of Nutrition and Rudy
has resulted in an increase in current liabilities at March 31, 2008 of
$2,207,680 from Nutrition, including accounts payable of $145,828, accrued
expenses of $430,137 and notes payable of $1,631,715.  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 is 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 2008; however, sales are expected to improve
substantially going forward 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.
  16
 Table of Contents
 
 Comparison
of Three Months Ended March 31, 2008 and 2007
 
 Revenues
 As noted
above, sales were $1,788 in the quarter ended March 31, 2008 as compared to
$26,893 in the prior year period.  Cost of sales exceeded sales,
primarily due to freight charges and damaged product written off.
 
 Costs
and expenses
 Selling
and marketing expense amounted to $30,840 in 2008 as compared to $66,216 in
2007.  Substantially the entire amount in 2008 is for product samples
and its related freight, whereas the 2007 amount included marketing expenses of
$32,353, product samples of $18,734 and advertising of $7,958, among other
costs.  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 $62,132 in 2008 and $139,805 in
2007.  The 2008 amount includes accounting and auditing costs of
$16,705, legal and professional services associated with being a public company
in the amount of $10,019, wages of $8,400 and travel of $5,847.  The
2007 amount includes legal and professional services of $72,932, wages of
$19,150 and travel of $24,085.
 
 Interest
expense amounted to $21,202 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.
 
 Comparison
of Nine Months Ended March 31, 2008 and 2007
 
 Revenues
 As noted
above, sales were $20,414 in the nine months ended March 31, 2008 as compared to
$191,172 in the prior year period.  Cost of sales exceeded sales,
primarily due to freight charges and damaged product written off in
2008.  The higher volume in 2007 reduced the impact of damaged product
and resulted in gross profit of approximately 11.5%.
 
 Costs
and expenses
 Selling
and marketing expense amounted to $148,304 in 2008 as compared to $257,471 in
2007.  The 2008 amount included appearance fees of $95,000 and product
samples and freight of $43,172, whereas the 2007 amount included marketing
expenses of $41,066, product samples and freight of $49,946 and advertising of
$133,774, among other costs.  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 $121,551 in 2008 and $609,755 in
2007.  The 2008 amount includes accounting and auditing costs of
$17,655, legal and professional services associated with being a public company
in the amount of $10,019, other consulting services of $24,900, wages of $12,287
and travel of $9,523.  The 2007 amount includes legal and professional
services of $156,534, wages of $234,879 and travel of $147,093.
 
 Interest
expense amounted to $21,202 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.
 
 ITEM 3:    QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 Not
applicable.
  17
 Table of Contents
   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 March 31, 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 subsequent to the date of the
evaluation described above, 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 March 31, 2008, we issued 35,000,000 shares of common
stock to acquire Rudy Beverage, Inc. and 28,500,000 shares of common stock in
exchange for convertible debt in the amount of $114,384.  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
3:               DEFAULTS
UPON SENIOR SECURITIES
 
 None.
 
 ITEM
4:               SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
 Not
applicable.
  18
 Table of Contents
 
 ITEM
5:               OTHER
INFORMATION
 
 None.
 
 ITEM
6:               EXHIBITS
  (a)
Exhibits—
 
 Exhibit 31.1Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Section
302 of the Sarbanes-Oxley Act of 2002
  Exhibit
31.2 Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Section
302 of the Sarbanes-Oxley Act of 2002
  Exhibit 32.1Certification
of Chief Executive Officerpursuant to 18 U.S.C. Section 1350 Section
906 of the Sarbanes-Oxley Act of 2002
  Exhibit
32.2 Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Section
906 of the Sarbanes-Oxley Act of 2002
   
  
 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:
      May 16, 2008
                By:
                /s/ Daniel
      E. RuettigerDaniel
      E. RuettigerChief
      Executive Officer
                  (Principal
      Executive Officer)
 
  19