UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
                                   -----------

[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
      OF 1934

                 For the quarterly period ended: April 30, 2005

[X]   TRANSITION  REPORT UNDER  SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
      ACT

         For the transition period from August 1, 2004 to April 30, 2005

                        Commission file number: 000-29475

                                     RUDY 45
                                    ---------
                 (Name of small business issuer in its charter)

                    NEVADA                                 88-0491630
        -------------------------------                -------------------
        (State or other jurisdiction of                 (I.R.S. Employer
         incorporation or organization)                Identification No.)

2633 Lincoln Boulevard, Suite 117, Santa Monica, California          90405-4656
-----------------------------------------------------------          ----------
       (Address of principal executive offices)                      (Zip Code)

Issuer's telephone number:  (310) 452-3206

                         Formerly Known as PHC Holdings
                        --------------------------------
                 (Name of small business issuer in its charter)

Securities registered under Section 12(b) of the Exchange Act:  None

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, par value $0.001
                         ------------------------------
                                (Title of class)

         Check whether the Issuer (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 [X]; No [ ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of September 26, 2005: 59,975

Transitional Small Business Disclosure Format (Check One):  Yes [X]; No [ ]



<PAGE>

                                TABLE OF CONTENTS
                                                                            Page

Part I - Financial Statements

     Item 1.      Condensed Financial Statements (Unaudited)

                  Condensed Balance Sheets as of October 31, 2004,
                  January 31, 2005, and April 30, 2005                       F-1

                  Condensed  Statements  of  Operations  for
                  three  months ended October 31, 2004 and 2003,
                  six months ended  January 31, 2005 and  2004,
                  and nine  months  ended  April  30,  2005 and 2004         F-4

                  Condensed  Statements  of Cash  Flows for three
                  months  ended October 31, 2004 and 2003, six
                  months ended  January 31, 2005 and  2004, and nine
                  months  ended  April  30,  2005 and 2004                   F-7

                  Notes to Condensed Financial Statements                   F-10

     Item 2.      Management's Discussion and Analysis or Plan of Operation    1

     Item 3.      Quantitative and Qualitative Disclosures about Market Risk   5

     Item 4.      Controls and Procedures                                      6

Part II - Other Information

     Item 1.      Legal Proceedings                                            7

     Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds  7

     Item 3.      Defaults upon Senior Securities                              7

     Item 4.      Submission of Matters to a Vote of Security Holders          7

     Item 5.      Other Information                                            8

     Item 6.      Exhibits                                                     8

                                        i


<PAGE>

Part I - Financial Statements

Item 1.  Condensed Financial Statements (Unaudited)

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                             CONDENSED BALANCE SHEET
                                October 31, 2004
                                   (UNAUDITED)

                                     ASSETS
Current assets:
     Cash and cash equivalents                                    $        --
                                                                  -----------
Total current assets                                                       --
Property and equipment, net                                                --
                                                                  -----------
Total assets                                                      $        --
                                                                  ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
     Accounts payable                                             $    55,732
                                                                  -----------
Total current liabilities                                              55,732
                                                                  -----------
Total liabilities                                                      55,732
                                                                  -----------
Commitments and contingencies Stockholders' equity (deficit):
     Preferred stock, $0.001 par value, 25,000,000 shares
       authorized, none issued or outstanding                              --
     Common stock, $0.001 par value, 500,000,000 shares
       authorized, 11,039* issued and outstanding                          11
     Additional paid-in capital, net                                2,121,849
     Accumulated deficit                                           (2,177,592)
                                                                  -----------
Total stockholders' equity (deficit)                                  (55,732)
                                                                  -----------
Total liabilities and stockholders' equity (deficit)              $        --
                                                                  ===========

* Reflects effect of 1450:1 reverse stock split declared September 26, 2005.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-1


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                             CONDENSED BALANCE SHEET
                                January 31, 2005
                                   (UNAUDITED)

                                     ASSETS

Current assets:
     Cash and cash equivalents                                    $     1,935
                                                                  -----------
Total current assets                                                    1,935
Property and equipment, net                                                --
                                                                  -----------
Total assets                                                      $     1,935
                                                                  ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Accounts payable                                             $    55,832
                                                                  -----------
Total current liabilities                                              55,832
                                                                  -----------
Total liabilities                                                      55,832
                                                                  -----------
Commitments and contingencies Stockholders' equity (deficit):
     Preferred stock, $0.001 par value, 25,000,000 shares
       authorized, none issued or outstanding                              --
     Common stock, $0.001 par value, 500,000,000 shares
       authorized, 16,229* issued and outstanding                          16
     Additional paid-in capital, net                                2,574,829
     Stock subscription receivable                                    (44,850)
     Accumulated deficit                                           (2,583,892)
                                                                  -----------
Total stockholders' equity (deficit)                                  (53,897)
                                                                  -----------
Total liabilities and stockholders' equity (deficit)              $     1,935
                                                                  ===========

* Reflects effect of 1450:1 reverse stock split declared September 26, 2005.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-2


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                             CONDENSED BALANCE SHEET
                                 April 30, 2005
                                   (UNAUDITED)

                                     ASSETS

Current assets:
     Cash and cash equivalents                                      $    11,358
                                                                    -----------
Total current assets                                                     11,358
Property and equipment, net                                                  --
                                                                    -----------
Total assets                                                        $    11,358
                                                                    ===========
                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Accounts payable                                               $    19,434
                                                                    -----------
Total current liabilities                                                19,434
                                                                    -----------
Total liabilities                                                        19,434
                                                                    -----------
Commitments and contingencies Stockholders' equity (deficit):
     Preferred stock, $0.001 par value, 25,000,000 shares
       authorized, none issued or outstanding                                --
     Common stock, $0.001 par value, 500,000,000 shares
       authorized, 19,611* issued and outstanding                            20
     Additional paid-in capital, net                                  2,859,170
     Accumulated deficit                                             (2,867,266)
                                                                    -----------
Total stockholders' equity (deficit)                                     (8,076)
                                                                    -----------
Total liabilities and stockholders' equity (deficit)                $    11,358
                                                                    ===========

* Reflects effect of 1450:1 reverse stock split declared September 26, 2005.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-3


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                       CONDENSED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED OCTOBER 31, 2004 AND 2003
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                             Consolidated
                                                      Three months ended   Three months ended
                                                          October 31,          October 31,
                                                            2004                  2003
                                                         ---------             ---------
<S>                                                     <C>                   <C>
Continuing operations:
Net sales                                                $      --             $      --
Cost of goods sold                                              --                    --
                                                         ---------             ---------
Gross profit                                                    --                    --
Selling, general and administrative expenses                    --                    --
                                                         ---------             ---------
Operating (loss) income                                         --                    --
Other income (expense):
     Other income                                               --                    --
                                                         ---------             ---------
Total other (expense) income                                    --                    --
                                                         ---------             ---------
Income (loss) before provisions for income taxes                --                    --
Income tax provision                                            --                    --
Loss from Discontinued operations                               --               (31,019)
                                                         ---------             ---------
Net loss                                                 $      --             $ (31,019)
                                                         =========             =========
Income (loss) per common share (basic and diluted):
     Continuing operations                               $      --             $      --
     Discontinued operations                                    --                 (2.81)
     Net loss                                            $      --             $   (2.81)
                                                         =========             =========
Weighted average common shares* outstanding:
     Basic                                                  11,039                11,039
                                                         =========             =========
     Diluted                                                11,039                11,039
                                                         =========             =========
</TABLE>

* Reflects effect of 1450:1 reverse stock split declared September 26, 2005.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-4


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                       CONDENSED STATEMENTS OF OPERATIONS
       FOR THE THREE MONTHS AND SIX MONTHS ENDED JANUARY 31, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Consolidated              Consolidated
                                                      January 31,  January 31,  January 31,  January 31,
                                                         2005         2004         2005         2004
                                                      ---------    ---------    ---------    ---------
<S>                                                   <C>          <C>          <C>          <C>
Continuing operations:
Net sales                                             $      --    $      --    $      --    $      --
Cost of goods sold                                           --           --           --           --
                                                      ---------    ---------    ---------    ---------
Gross profit                                                 --           --           --           --
Selling, general and administrative expenses            406,300           --      406,300           --
                                                      ---------    ---------    ---------    ---------
Operating (loss) income                                (406,300)          --     (406,300)          --
                                                      ---------    ---------    ---------    ---------
Other income (expense):
     Other income                                            --           --           --           --
                                                      ---------    ---------    ---------    ---------
Total other (expense) income                                 --           --           --           --
                                                      ---------    ---------    ---------    ---------
Income (loss) before provisions for income taxes       (406,300)          --     (406,300)          --
Income tax provision                                         --           --           --           --
Loss from Discontinued operations                            --       (5,590)          --      (36,610)
                                                      ---------    ---------    ---------    ---------
Net loss                                              $(406,300)   $  (5,590)   $(406,300)   $ (36,610)
                                                      =========    =========    =========    =========
Income (loss) per common share (baisc and diluted):
     Continuing operations                            $  (30.37)   $      --    $  (33.28)   $      --
     Discontinued operations                                 --        (0.51)          --        (3.32)
                                                      ---------    ---------    ---------    ---------
     Net loss                                            (30.37)       (0.51)      (33.28)       (3.32)
                                                      =========    =========    =========    =========
Weighted average common shares* outstanding:
     Basic                                               13,377       11,039       12,208       11,039
                                                      =========    =========    =========    =========
     Diluted                                             13,377       11,039       12,208       11,039
                                                      =========    =========    =========    =========
</TABLE>

* Reflects effect of 1450:1 reverse stock split declared September 26, 2005.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-5

<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                       CONDENSED STATEMENTS OF OPERATIONS
       FOR THE THREE MONTHS AND NINE MONTHS ENDED APRIL 30, 2005 AND 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  Consolidated             Consolidated
                                                        Three        Three        Nine        Nine
                                                        months       months      months      months
                                                        ended        ended       ended       ended
                                                       April 30,    April 30,   April 30,   April 30,
                                                         2005         2004        2005        2004
                                                      ---------    ---------   ---------    ---------
<S>                                                         <C>    <C>               <C>          <C>
Continuing operations:
Net sales                                             $    --      $    --     $    --      $    --
Cost of goods sold                                         --           --          --           --
                                                      ---------    ---------   ---------    ---------
Gross profit                                               --           --          --           --
Selling, general and administrative expenses            283,374         --       689,674         --
                                                      ---------    ---------   ---------    ---------
Operating (loss) income                                (283,374)        --      (689,674)        --
                                                      ---------    ---------   ---------    ---------
Other income (expense):
     Other income                                          --           --          --           --
                                                      ---------    ---------   ---------    ---------
Total other (expense) income                               --           --          --           --
                                                      ---------    ---------   ---------    ---------
Income (loss) before provisions for income taxes       (283,374)        --      (689,674)        --
Income tax provision                                       --           --          --           --
Loss from Discontinued operations                          --         (1,583)       --       (38,192)
                                                      ---------    ---------   ---------    ---------
Net loss                                              $(283,374)   $  (1,583)  $(689,674)   $(38,192)
                                                      =========    =========   =========    =========
Income (loss) per common share (basic and diluted):
     Continuing operations                            $  (16.77)   $    --     $  (49.41)   $    --
     Discontinued operations                               --          (0.14)       --         (3.46)
                                                      ---------    ---------   ---------    ---------
     Net loss                                         $  (16.77)   $   (0.14)  $  (49.41)   $  (3.46)
                                                      =========    =========   =========    =========
Weighted average common shares* outstanding:
     Basic                                               16,893       11,039      13,959      11,039
                                                      =========    =========   =========    =========
     Diluted                                             16,893       11,039      13,959      11,039
                                                      =========    =========   =========    =========
</TABLE>

* Reflects effect of 1450:1 reverse stock split declared September 26, 2005.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-6

<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                       CONDENSED STATEMENTS OF CASH FLOWS
                FOR THREE MONTHS ENDED OCTOBER 31, 2004 AND 2003
                                   (UNAUDITED)

                                                            2004        2003
                                                        -----------   --------
CASH FLOW FROM OPERATING ACTIVITIES:
     Net (loss)                                         $        --   $     --
     Adjustments to reconcile net (loss) income to net
     cash (used in) provided by operating activities:
         Depreciation and amortization                           --         --
     Changes in operating assets and liabilities:
         Accounts payable and accrued liabilities                --         --
                                                        -----------   --------
Net cash (used in) operating activities                          --         --
                                                        -----------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                          --         --
                                                        -----------   --------
Net cash (used in) investing activities                          --         --
                                                        -----------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from related party note payable                    --         --
     Proceeds from issuance of common stock, net                 --         --
                                                        -----------   --------
Net cash provided by financing activities                        --         --
                                                        -----------   --------
Net cash flows from discontinued operations                      --     (8,047)
                                                        -----------   --------
Net increase in cash and cash equivalents                        --     (8,047)

Cash and cash equivalents at beginning of period                 --      7,495
                                                        -----------   --------
Cash and cash equivalents at end of period              $        --   $   (552)
                                                        ===========   ========
Cash paid during the period for:
     Interest                                           $        --   $     --
                                                        ===========   ========
     Income taxes                                       $        --   $     --
                                                        ===========   ========

Please see the notes to the financial  statements  for  information  on non-cash
investing and financing activities.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-7

<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                       CONDENSED STATEMENTS OF CASH FLOWS
                 FOR SIX MONTHS ENDED JANUARY 31, 2005 AND 2004
                                   (UNAUDITED)

                                                          2005          2004
                                                       ---------     ---------
CASH FLOW FROM OPERATING ACTIVITIES:
     Net (loss)                                        $(406,300)    $      --
     Adjustments to reconcile net (loss) income to net
     cash (used in) provided by operating activities:
         Depreciation and amortization                        --            --
         Issuance of stock for services                  393,210            --
     Changes in operating assets and liabilities:
         Accounts payable and accrued liabilities            100            --
                                                       ---------     ---------
Net cash (used in) operating activities                  (12,990)           --
                                                       ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                       --            --
                                                       ---------     ---------
Net cash (used in) investing activities                       --            --
                                                       ---------     ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from related party note payable                 --            --
     Proceeds from issuance of common stock, net          14,925            --
                                                       ---------     ---------
Net cash provided by financing activities                 14,925            --
                                                       ---------     ---------

Net cash flows from discontinued operations                   --        (6,967)
                                                       ---------     ---------
Net increase in cash and cash equivalents                  1,935        (6,967)

Cash and cash equivalents at beginning of period              --         7,495
Cash and cash equivalents at end of period             $   1,935     $     528
                                                       =========     =========
Cash paid during the period for:
     Interest                                          $      --     $      --
                                                       =========     =========
     Income taxes                                      $      --     $      --
                                                       =========     =========

Please see the notes to the financial  statements  for  information  on non-cash
investing and financing activities.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-8


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                       CONDENSED STATEMENTS OF CASH FLOWS
                  FOR NINE MONTHS ENDED APRIL 30, 2005 AND 2004
                                   (UNAUDITED)

                                                            2005        2004
                                                         ---------   ---------
CASH FLOW FROM OPERATING ACTIVITIES:
     Net (loss)                                          $(689,674)  $      --
     Adjustments to reconcile net (loss) income to net
     cash (used in) provided by operating activities:
         Depreciation and amortization                          --          --
         Issuance of stock for services                    576,055          --
     Changes in operating assets and liabilities:
         Accounts payable and accrued liabilities          (36,298)         --
                                                         ---------   ---------
Net cash (used in) operating activities                   (149,917)         --
                                                         ---------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                         --          --
                                                         ---------   ---------
Net cash (used in) investing activities                         --          --
                                                         ---------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from related party notes payable                  --          --
     Proceeds from issuance of common stock, net           161,275          --
                                                         ---------   ---------
Net cash provided by financing activities                  161,275          --
                                                         ---------   ---------
Net cash flows from discontinued operations                     --      (7,069)
                                                         ---------   ---------
Net increase in cash and cash equivalents                   11,358      (7,069)
                                                         ---------   ---------
Cash and cash equivalents at beginning of period                --       7,495
Cash and cash equivalents at end of period               $  11,358   $     426
                                                         =========   =========
Cash paid during the period for:
     Interest                                            $      --   $      --
                                                         =========   =========
     Income taxes                                        $      --   $      --
                                                         =========   =========

Please see the notes to the financial  statements  for  information  on non-cash
investing and financing activities.

  See accompanying notes to these condensed consolidated financials statements.

                                       F-9


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              OCTOBER 31, 2004, JANUARY 31, 2005 AND APRIL 30, 2005
                                   (UNAUDITED)

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization and Nature of Business

         Malahat Energy Corporation ("Malahat") is a Nevada corporation that was
formed on July 26, 1994. Malahat operated a development stage enterprise and was
engaged in the  development of BioFuel systems to convert organic waste material
into an  economical,  synthesized  fuel  gas  for  energy  consumption.  Malahat
completed a reverse merger with a publicly traded "Shell" company (see below) in
May 2001 and was quoted on the Over the Counter  Bulletin Board under the symbol
"MAHT".

         On August 30, 2004,  Malahat's  board of  directors  approved a plan of
reorganization  (the "Malahat Reorg") pursuant to which the Company  transferred
substantially  all of its assets and  liabilities,  except  for  liabilities  of
approximately   $70,000  to  its  wholly  owned  subsidiary,   Malahat  Services
Corporation  ("MSC"). In connection with the plan of reorganization,  all of MSC
outstanding  stock was  distributed  to  Malahat's  existing  stockholders.  The
reorganization was accounted using the historical carrying amounts of assets and
liabilities  distributed and reflected as a charge against paid in capital.  The
assets and liabilities  and results of operations of the net assets  distributed
to the former  shareholders  have been reflected in the  accompanying  financial
statements as discontinued operations. See Note 3 for more information.

         On August 30, 2004 and in connection  with a stock purchase  agreement,
shareholders owning 10,581,875 shares of common stock (7,278 common hares giving
effect to the reverse stock split described below), which represented 66% of the
Company's  outstanding  stock agreed to sell their shares to new  investors  for
$85,000 in cash. In connection with foregoing, the officers and directors of the
Company  resigned on August 30, 2004 and  representatives  of the new  investors
assumed those positions.

         On December 22, 2004, it was approved by  stockholders to amend Article
I, Name of Company;  Malahat  changed its name to PHC  Holdings,  and elected to
become a Business  Development Company or "BDC" under the Investment Company Act
of 1940, as amended (the "1940 Act"). As of July 31, 2005, the Company traded on
the "pink sheets" under the name PHC Holdings and under the symbol "PHCD." Also,
it was approved by shareholders to amend Article IV,  Authorized  Capital Stock;
increasing its authorized  common stock to 500,000,000  shares,  each with a par
value of $0.001 per share;  and  increasing its  authorized  preferred  stock to
25,000,000  shares,  each with a par value of $0.001 per share, with the rights,
preferences,  privileges  and  restrictions  granted  to  or  imposed  upon  the
preferred stock to be determined by the board of directors.

            On August 10, 2005, it was approved by stockholders to amend Article
IV,  Authorized  Capital  Stock,  of the  Company's  Articles of  Incorporation,
increasing the total authorized common stock to 950,000,000  shares, each with a
par  value of  $0.001  per  share  ("Common  Stock")  and  50,000,000  shares of
Preferred  Stock  each  with a par value of  $0.001,  ("Preferred  Stock").  The
rights, preferences,  privileges and restrictions granted to or imposed upon the
Preferred Stock will be determined by the Board of Directors.

         On September 12, 2005,  the board of directors  received  authorization
from the stockholders to amend the articles of incorporation for Article 1, Name
of  Company;  changing  the  Company's  name from PHC  Holdings  to Rudy 45 (the
"Company");  and to  implement a 1450:1  reverse  stock  split of the  Company's
common stock; and a new trading symbol of RDYF.PK;  all effective  September 26,
2005.  The  Company's   shareholders   record  reflects  86,963,750  issued  and
outstanding shares before the reverse stock split and will reflect 59,975 issued
and  outstanding  shares after the reverse  stock split.  The Company now trades
under the symbol "PDYF".

Business Development Company

         The  Company  intends to invest in  companies  that focus on  providing
marketing  and  promotional  services.  We will seek to  leverage  the  combined
talents of our  experienced  management team to invest in those companies and to
enhance shareholder value.

                                      F-10


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              OCTOBER 31, 2004, JANUARY 31, 2005 AND APRIL 30, 2005
                                   (UNAUDITED)

         Subsequent  to the name change and  electing  to be a BDC,  the Company
will be continuously  seeking operating private profitable  entities in which to
invest in and offer  management  skills.  A BDC is defined and  regulated by the
Investment  Company Act of 1940 ("1940  Act").  A BDC must be  organized  in the
United  States for the purpose of investing  in or lending to primarily  private
companies  and making  managerial  assistance  available  to them. A BDC may use
capital  provided  by public  shareholders  and from other  sources to invest in
long-term,  private investments in businesses.  A BDC provides  shareholders the
ability to retain the liquidity of a publicly traded stock, while sharing in the
possible benefits, if any, of investing in primarily privately owned companies.

         The  Company  is  authorized  to  raise  up to  $5,000,000  in value of
securities  without  registration of said securities under the Securities Act of
1933  ("1933  Act");  in reliance  on the  exemption  provided by Rule 602(a) of
Regulation E under the 1933 Act.

Going Concern Basis of Presentation

         The accompanying financial statements have been prepared, without audit
assuming that the Company will  continue as a going  concern which  contemplates
the  realization of assets and settlement of liabilities in the normal course of
business. Malahat has been in the development stage since it began operations on
July 26, 1994,  and did not generate any revenues from its principal  operations
and there is no assurance of any future revenues. As of August 30, 2004, Malahat
reorganized  with  its  subsidiary  (see  Note 3) and  changed  its  name to PHC
Holdings  and  subsequently  to RUDY 45. The Company  elected to become a BDC on
December 22, 2004 and has not  generated  any revenues and there is no assurance
of any future revenues.  Further, the Company has limited or no prior history as
a BDC. The  accompanying  condensed  financial  statements  for the three months
ended October 31, 2004,  six months ended January 31, 2005 and nine months ended
April  30,  2005,  and  information  furnished  herein  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America ("GAAP") for interim financial reporting.

         Certain  disclosures  normally  included in a complete set of financial
statements  prepared in accordance with GAAP have been condensed or omitted.  In
the opinion of management,  all  adjustments  considered  necessary for the fair
presentation of the Company's financial position, results of operations and cash
flows have been included and are only of a normal recurring nature.  The results
of operations for the interim periods  presented are not necessarily  indicative
of the operating results for the full year.

Liquidity and Future Funding Requirements

         The accompanying  financial  statements have been prepared assuming the
Company  will  continue  as a going  concern,  which  contemplates,  among other
things,  the  realization  of assets  and  satisfaction  of  liabilities  in the
ordinary course of business. For all periods presented,  the Company had losses,
negative cash flows from operations and negative working capital.

         These conditions  raise doubts as to the Company's  ability to continue
as a going concern.

         Management of the Company is projecting that as an investment  company;
the Company  will only  invest  in/acquire  cash flow  positive  and  profitable
businesses  or  businesses  most  likely to generate  positive  cash flow in the
foreseeable  future.  It is intended  that these  entities will have good growth
potential as a result of access to capital and/or additional  management acumen.
However,  the Company has limited  operating  history as a business  development
company.  In  addition,  prior to its election as business  development  company
under the Investment Act of 1940, the Company had incurred substantial operating
losses in its prior businesses. Additionally, a significant amount of additional
capital will be necessary to attract quality management,  identify and invest in
portfolio  companies and fulfil its business strategy as a business  development
company.  No assurance can be given that the Company will be successful with its
plans. The  accompanying  consolidated  financial  statements do not include any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and  classification  of liabilities  that might result the
Company be unable to continue as a going concern.

                                      F-11


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              OCTOBER 31, 2004, JANUARY 31, 2005 AND APRIL 30, 2005
                                   (UNAUDITED)

2.  CERTAIN SIGNIFICANT ACCOUNTING POLICIES

         The  significant  accounting  policies  presented below are designed to
assist in  understanding  the Company's  financial  statements.  Such  financial
statements  and  accompanying  notes  are the  representation  of the  Company's
management,  who are  responsible  for their  integrity and  objectivity.  These
accounting  policies  conform to GAAP in all  material  respects,  and have been
consistently  applied in preparing the accompanying  financial  statements.  The
selected  significant  accounting  policies  described  below  should be read in
conjunction with the Company's July 31, 2004 annual report on Form 10-KSB (filed
with the SEC on August 1, 2005), which includes all of the Company's significant
accounting policies.

Principles of Consolidation

         As a  result  of the  Malahat  Reorg  (see  Note 3),  the  accompanying
financial statements as of April 30, 2005, January 31, 2005 and October 31, 2004
are not  consolidated and only include the accounts of Rudy 45. The accompanying
financial  statements for the interim periods ended April 30, 2004,  January 31,
2004 and  October  31,  2003  include  the  accounts of the Company and its then
wholly owned subsidiary.  All significant intercompany transactions and balances
have been eliminated in consolidation.

Recently Issued Accounting Pronouncements

         In  the  opinion  of   management,   there  were  not  any   accounting
pronouncements  issued by the FASB (including its Emerging Issues Task Force, or
"EITF"), the SEC or the American Institute of Certified Public Accountants since
the August 1, 2005 filing of the  Company's  July 31, 2004 annual report on Form
10-KSB  that are  expected  to have a material  effect on the  Company's  future
financial statements.

3.   MALAHAT REORGANIZATION

         On August 30, 2004,  Malahat's  board of  directors  approved a plan of
reorganization  (the "Malahat Reorg") pursuant to which the Company  transferred
fixed and other assets  approximating  $18,000 and accounts  payable and accrued
liabilities and due to related party approximating  $175,000 to its wholly owned
subsidiary, Malahat Services Corporation ("MSC"). In connection with the plan of
reorganization,  all of MSC  outstanding  stock was distributed to the Malahat's
existing   stockholders.   The  net  effect  of  transferring  such  assets  and
liabilities plus accumulated other comprehensive  income resulted in an increase
to additional paid-in capital of approximately $182,000.

           Additionally,  shareholders  owning 10,581,875 shares of common stock
(7,278 common  shares giving effect to the reverse stock split,  as described in
Note 4), which represented 66% of the Company's outstanding stock agreed to sell
their shares to new investors.  In connection  with the foregoing,  the officers
and directors of the Company resigned on August 30, 2004 and  representatives of
the new investors assumed those positions.

4.  EQUITY TRANSACTIONS

         The Company is  authorized  effective  December 22, 2004 to issue up to
25,000,000  shares of  preferred  stock at $0.001  par value,  with all  rights,
preferences,  privileges  and  restrictions  granted  to  or  imposed  upon  the
preferred  stock to be  determined  by the board of  directors.  The  authorized
number of preferred shares was increased to 50,000,000 on August 10, 2005.

Common Stock

         The Company is  authorized  effective  December 22, 2004 to issue up to
500,000,000 shares of common stock at $0.001 par value. The authorized number of
preferred  shares was increased to  950,000,000 on August 10, 2005. On September
12, 2005, the Company  implemented a 1450:1  reverse stock split.  The Company's
records  reflect on such date 86,963,207  issued and  outstanding  common shares
before the reverse  stock split and 59,975 common shares after the reverse stock
split.  Accordingly,  during the nine months ended April 30,  2005,  the Company
issued 12,430,000 common shares  (representing 8,572 shares giving effect to the
reverse stock split declared September 2005), as discussed below.

                                      F-12

<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              OCTOBER 31, 2004, JANUARY 31, 2005 AND APRIL 30, 2005
                                   (UNAUDITED)

         On December 15, 2004,  the Company  issued  6,425,000  shares of common
stock (4,431  shares  giving  effect to the reverse stock split) in exchange for
services  provided by certain  consultants.  Such shares were valued at $393,210
(estimated to be the fair value based on private placement sales on or about the
issuance date). The transaction  described in this paragraph  constituted exempt
offerings under Section 4(2) of the Securities Act.

         On January 27, 2005, the Company entered into an agreement  pursuant to
which we sold 1,100,000  shares of our common stock (759 shares giving effect to
the reverse  stock split) for an aggregate  purchase  price of  $1,100,000.  The
transaction described in this paragraph constituted exempt offerings provided by
Rule 602(a) of Regulation E under the 33 Act.

         During the quarter  ended,  April 30,  2005,  the Company  entered into
agreements  pursuant to which we sold  1,750,000  shares of common  stock (1,207
shares giving effect to the reverse stock split) for an aggregate of $124,000 in
proceeds.  The  transactions  described  in this  paragraph  constituted  exempt
offerings provided by Rule 602(a) of Regulation E under the 33 Act.

         During the quarter ended,  April 30, 2005, the Company issued 3,155,000
shares of common stock (2,176  shares  giving effect to the reverse stock split)
in  exchange  for  services  provided by certain  consultants.  Such shares were
valued at $182,845  (estimated  to be the fair value based on private  placement
sales  on or  about  the  issuance  date).  The  transaction  described  in this
paragraph constituted exempt offerings under Section 4(2) of the Securities Act.

         On September 12, 2005,  the board of directors  received  authorization
from the  shareholders  to amend the  articles of  incorporation  for Article 1,
Company Name;  changing the Company's name to Rudy 45; and to implement a 1450:1
reverse stock split of the Company's  common stock;  and a new trading symbol of
RDYF.PK;  all effective  September 26, 2005. The Company's  shareholders  record
reflects 86,963,750 issued and outstanding shares before the reverse stock split
and will reflect  59,975 issued and  outstanding  shares after the reverse stock
split.

5.  OTHER COMMITMENTS AND CONTINGENCIES

General

         The  Company's   commitments  and   contingencies   include  the  usual
obligations  of a BDC in the  normal  course  of  business.  In the  opinion  of
management,  these matters are not expected to have a material adverse effect on
the Company's financial position and results of operations. In addition, whereas
the Company may be  indirectly  impacted  by claims and other  obligations  that
arise at its portfolio companies, management is not aware of any such claims.

Regulatory Compliance

         As a BDC, the Company  operates in a highly  regulated  environment and
must comply with the  requirements of the 1940 Act. The Company  endeavors to be
in  compliance  with  the  requirements  of the Act as  part  of its  investment
strategy  and  oversight  functions.  Whereas  compliance  with  such  laws  and
regulations  requires  interpretation,  the Company believes it is in compliance
with such  requirements  at October 31, 2004,  January 31,  2005,  and April 30,
2005. However, no assurances can be given that such requirements will not change
or that differing  interpretations  could result in  non-compliance or that such
matters,  if  they  arise,  will be  insignificant  to the  Company's  financial
position or results of operations.

                                      F-13


<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              OCTOBER 31, 2004, JANUARY 31, 2005 AND APRIL 30, 2005
                                   (UNAUDITED)

6.  INCOME/LOSS PER COMMON SHARE

         The Company computes loss per common share using Statement of Financial
Accounting  Standards  ("SFAS")  No. 128  "Earnings  Per Share."  Basic loss per
common  share is  computed  based  on the  weighted  average  number  of  shares
outstanding  for the period.  Diluted loss per share is computed by dividing net
loss by the weighted average shares outstanding  assuming all dilutive potential
common shares were issued. There were no dilutive potential common shares at any
of the periods presented. Additionally, there were no adjustments to net loss to
determine net loss available to common shareholders for any period presented. As
such, basic and diluted loss per share equals net loss, as reported,  divided by
the weighted  average  common shares  outstanding  (giving effect to the reverse
stock split, as discussed in Note 4) for the respective periods.

7.  SUBSEQUENT EVENTS

            On August 10, 2005, it was approved by stockholders to amend Article
IV,  Authorized  Capital  Stock,  of the  Company's  Articles of  Incorporation,
increasing the total authorized common stock to 950,000,000  shares, each with a
par  value of  $0.001  per  share  ("Common  Stock")  and  50,000,000  shares of
Preferred  Stock  each  with a par value of  $0.001,  ("Preferred  Stock").  The
rights, preferences,  privileges and restrictions granted to or imposed upon the
Preferred Stock will be determined by the Board of Directors.

         During the quarter  ended,  July 31,  2005,  the Company  entered  into
agreements  pursuant to which we sold 33,150,000  shares of common stock (22,862
shares giving effect to the reverse stock split) for an aggregate of $403,250 in
proceeds.  The  transactions  described  in this  paragraph  constituted  exempt
offerings provided by Rule 602(a) of Regulation E under the 33 Act.

         During the quarter ended,  July 31, 2005, the Company issued  6,656,330
shares of common stock (4,591  shares  giving effect to the reverse stock split)
in  exchange  for  services  provided by certain  consultants.  Such shares were
valued at $222,101  (estimated  to be the fair value based on private  placement
sales  on or  about  the  issuance  date).  The  transaction  described  in this
paragraph constituted exempt offerings under Section 4(2) of the Securities Act.

         On September 12, 2005,  the board of directors  received  authorization
from the stockholders to amend the articles of incorporation for Article 1, Name
of  Company;  changing  the  Company's  name from PHC  Holdings  to Rudy 45 (the
"Company");  and to  implement a 1450:1  reverse  stock  split of the  Company's
common stock; and a new trading symbol of RDYF.PK;  all effective  September 26,
2005.  The  Company's   shareholders   record  reflects  86,963,750  issued  and
outstanding shares before the reverse stock split and will reflect 59,975 issued
and  outstanding  shares after the reverse  stock split.  The Company now trades
under the symbol "PDYF".

         During August and September  2005, the Company  entered into agreements
pursuant  to which we sold 11,448  shares of common  stock for an  aggregate  of
$29,000 in proceeds.

         During August and September  2005,  the Company  issued 1,462 shares of
common  stock in exchange  for services  provided by certain  consultants.  Such
shares  were valued at $5,300  (estimated  to be the fair value based on private
placement sales on or about the issuance date).

         On September 23, 2005, the  registrant  entered into a Letter of Intent
to acquire all of the outstanding stock of Rudy  International  Marketing,  Ltd.
("RIM") in  exchange  for  shares of shares of  restricted  common  stock of the
registrant.  It is  anticipated  that the parties  will enter into a  definitive
Stock  Purchase  Agreement  with an  expected  closing  to occur  no later  than
December 15, 2005.

                                      F-14




<PAGE>

                                     RUDY 45
                        (FORMERLY KNOWN AS PHC HOLDINGS)
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
              OCTOBER 31, 2004, JANUARY 31, 2005 AND APRIL 30, 2005
                                   (UNAUDITED)

Item 2:  Management's Discussion and Analysis or Plan of Operation

Overview

         The  following  discussion  should  be read  in  conjunction  with  the
condensed  unaudited  financial  statements  and notes  thereto  of the  Company
appearing elsewhere in this report. Such financial statements have been prepared
to reflect the Company's  financial position as of October 31, 2004, January 31,
2005 and April 30, 2005;  together with the results of operations  for the three
months ended  October 31, 2004 and 2003,  six months ended  January 31, 2005 and
2004,  and nine months  ended  April 30,  2005 and 2004;  and cash flows for the
three months ended  October 31, 2004 and 2003,  the six months ended January 31,
2005 and 2004, and the nine months ended April 30, 2005 and 2004.

Forward-Looking Statements

         Historical  results  and trends  should not be taken as  indicative  of
future operations. Management's statements contained in this report that are not
historical facts are  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Actual results may differ
materially from those included in the  forward-looking  statements.  The Company
intends  such  forward-looking  statements  to be  covered  by  the  safe-harbor
provisions for  forward-looking  statements  contained in the Private Securities
Litigation  Reform Act of 1995,  and is including this statement for purposes of
complying with those safe-harbor provisions.  Forward-looking statements,  which
are based on certain  assumptions  and describe  future  plans,  strategies  and
expectations  of the Company,  are  generally  identifiable  by use of the words
"believe,"  "expect,"  "anticipate,"   "estimate,"  "project,"  "prospects,"  or
similar  expressions.  The  Company's  ability to predict  results or the actual
effect of future plans or  strategies  is  inherently  uncertain.  Factors which
could have a material  adverse affect on the operations and future  prospects of
the Company on a consolidated basis include,  but are not limited to: changes in
economic  conditions  generally  in the United  States of America  and the other
countries in which the Company  operates,  legislative/regulatory  changes,  the
political climate in the foreign  countries in which the Company  operates,  the
availability of capital,  interest rates,  competition,  and generally  accepted
accounting  principles.  These risks and  uncertainties  should be considered in
evaluating forward-looking statements and undue reliance should not be placed on
such statements.  Further  information  concerning the Company and its business;
including   additional  factors  that  could  materially  affect  the  Company's
financial  results,  are included herein and in the Company's other filings with
the Securities and Exchange Commission (the "SEC").

Company Overview

         Malahat Energy Corporation ("Malahat") is a Nevada corporation that was
formed on July 26, 1994. Malahat operated a development stage enterprise and was
engaged in the  development of BioFuel systems to convert organic waste material
into an  economical,  synthesized  fuel  gas  for  energy  consumption.  Malahat
completed a reverse merger with a publicly traded "Shell" company (see below) in
May 2001 and was quoted on the Over the Counter  Bulletin Board under the symbol
"MAHT".

         On August 30, 2004,  Malahat's  board of  directors  approved a plan of
reorganization  (the "Malahat Reorg") pursuant to which the Company  transferred
substantially  all of its assets and  liabilities,  except  for  liabilities  of
approximately   $70,000  to  its  wholly  owned  subsidiary,   Malahat  Services
Corporation  ("MSC"). In connection with the plan of reorganization,  all of MSC
outstanding stock was distributed to Malahat's existing stockholders. See Note 3
for more information

         On August 30, 2004 and in connection  with a stock purchase  agreement,
shareholders owning 10,581,875 shares of common stock (7,278 common hares giving
effect to the reverse stock split described below), which represented 66% of the
Company's  outstanding  stock agreed to sell their shares to new  investors  for
$85,000 in cash. In connection with foregoing, the officers and directors of the
Company  resigned on August 30, 2004 and  representatives  of the new  investors
assumed those positions.

                                        1


<PAGE>

         On December 22, 2004, it was approved by  stockholders to amend Article
I, Name of Company;  Malahat  changed its name to PHC  Holdings,  and elected to
become a Business  Development  Company ("BDC") under the Investment Company Act
of 1940, as amended (the "1940 Act"). As of July 31, 2005, the Company traded on
the "pink sheets" under the name PHC Holdings and under the symbol "PHCD". Also,
it was approved by shareholders to amend Article IV,  Authorized  Capital Stock;
increasing its authorized  common stock to 500,000,000  shares,  each with a par
value of $0.001 per share;  and  increasing its  authorized  preferred  stock to
25,000,000  shares,  each with a par value of $0.001 per share, with the rights,
preferences,  privileges  and  restrictions  granted  to  or  imposed  upon  the
preferred stock to be determined by the board of directors.

         On August 10, 2005,  it was approved by  stockholders  to amend Article
IV,  Authorized  Capital  Stock,  of the  Company's  Articles of  Incorporation,
increasing the total authorized common stock to 950,000,000  shares, each with a
par  value of  $0.001  per  share  ("Common  Stock")  and  50,000,000  shares of
Preferred  Stock  each  with a par value of  $0.001,  ("Preferred  Stock").  The
rights, preferences,  privileges and restrictions granted to or imposed upon the
Preferred Stock will be determined by the Board of Directors.

         On September 12, 2005,  the board of directors  received  authorization
from the stockholders to amend the articles of incorporation for Article 1, Name
of  Company;  changing  the  Company's  name from PHC  Holdings  to Rudy 45 (the
"Company");  and to  implement a 1450:1  reverse  stock  split of the  Company's
common stock; and a new trading symbol of RDYF.PK;  all effective  September 26,
2005.  The  Company's   shareholders   record  reflects  86,963,750  issued  and
outstanding shares before the reverse stock split and will reflect 59,975 issued
and  outstanding  shares after the reverse  stock split.  The Company now trades
under the symbol "PDYF".

Business Development Company

         The  Company  intends to invest in  companies  that focus on  providing
marketing  and  promotional  services.  We will seek to  leverage  the  combined
talents of our  experienced  management team to invest in those companies and to
enhance shareholder value.

         Subsequent  to the name change and  electing  to be a BDC,  the Company
will be Continuously  seeking operating private profitable  entities in which to
invest in and offer  management  skills.  A BDC is defined and  regulated by the
Investment  Company Act of 1940 ("1940  Act").  A BDC must be  organized  in the
United  States for the purpose of investing  in or lending to primarily  private
companies  and making  managerial  assistance  available  to them. A BDC may use
capital  provided  by public  shareholders  and from other  sources to invest in
long-term,  private investments in businesses.  A BDC provides  shareholders the
ability to retain the liquidity of a publicly traded stock, while sharing in the
possible benefits, if any, of investing in primarily privately owned companies.

         The  Company  is  authorized  to  raise  up to  $5,000,000  in value of
securities  without  registration of said securities under the Securities Act of
1933  ("1933  Act");  in reliance  on the  exemption  provided by Rule 602(a) of
Regulation E under the 1933 Act.

Results of Operations for the Three Months Ended October 31, 2004 and 2003

         For the three months ended October 31, 2004; the Company had no revenue
or expenses The loss for the three  months  ended  October 31, 2003 was $31,019,
all of which was attributable to discontinued operations.

         The  net  loss  resulted   from   expenditures   associated   with  the
reorganization  of the  Company  and  services  associated  with  the  Company's
election  as a BDC.  Comprehensive  income  for the year  ended  July  31,  2004
included  the  effect  of  foreign  currency  translation   adjustment  No  such
adjustment  was  required  at  October  31,  2005  due to our  August  30,  2004
reorganization   (as  discussed  above)  which   eliminated  our   international
operations.  The loss per common share  (calculated  giving effect to the 1450:1
reverse  stock split  declared  September  2005) was $12.90 for the three months
ended  October 31,  2005,  as  compared to $2.81 per share for the three  months
ended October 31, 2004.

Liquidity and Capital Resources

         As of October 31, 2005,  the Company had no cash and a deficit  working
capital of $55,732.

                                        2

<PAGE>

         The  Company  intends  to  fund  operations  through  equity  financing
arrangements  which  management  believes to be  sufficient  to fund its capital
expenditures,  working capital and other cash  requirements  for the fiscal year
ending July 31, 2005.  The  successful  outcome of future  activities  cannot be
determined at this time and there is no assurance that, if achieved, the Company
will have  sufficient  funds to execute its intended  business  plan or generate
positive operating results.

Our Plan of Operation for the Next Twelve Months

         As stated above, it has been determined that, as an investment company,
we will only invest  in/acquire cash flow positive and profitable  businesses or
businesses  most  likely to  generate  positive  cash  flows in the  foreseeable
future.  These entities will have good growth potential as a result of access to
capital and/or additional  management acumen.  However,  the Company has limited
operating  history as a BDC. In  addition,  prior to its election as a BDC under
the  Investment  Act of 1940,  the Company had  incurred  substantial  operating
losses in its prior businesses. Additionally, a significant amount of additional
capital will be necessary to attract quality management,  identify and invest in
portfolio  companies and fulfil its business strategy as a business  development
company.  No assurance can be given that the Company will be successful with its
plans. The  accompanying  consolidated  financial  statements do not include any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and  classification  of liabilities  that might result the
Company be unable to continue as a going concern.

Results of  Operations  for the Three and Six Months Ended  January 31, 2005 and
2004

         For the three months ended  January 31, 2005,  the Company has incurred
an operating loss of $406,300. The Company had no revenues and expended $401,210
on consulting  and  professional  fees and $5,090 on general and  administrative
expenses.  The loss for the three months ended January 31, 2004 was $5,590,  all
of which was attributable to discontinued operations.

         The  net  loss  resulted   from   expenditures   associated   with  the
reorganization  of the  Company  and  services  associated  with  the  Company's
election as a BDC. The loss per common share  (calculated  giving  effect to the
1450:1  reverse stock split  declared  September  2005) was $19.01 for the three
months  ended  January  31,  2005,  as compared to $0.51 per share for the three
months ended January 31, 2004.

         For the six months ended January 31, 2005,  the Company has incurred an
operating loss of $401,210. The Company had no revenues and expended $393,210 on
consulting  and  professional  fees and  $13,090 on general  and  administrative
expenses.  The loss for the six months ended January 31, 2004 was $36,610, which
was all attributable to discontinued operations.

         The  net  loss  resulted   from   expenditures   associated   with  the
reorganization  of the  Company  and  services  associated  with  the  Company's
election as a BDC. The loss per common share  (calculated  giving  effect to the
1450:1  reverse  stock  split  declared  September  2005) was $30.28 for the six
months ended January 31, 2005, as compared to $3.32 per share for the six months
ended January 31, 2004.

Liquidity and Capital Resources

         As of January 31, 2005 we had cash and total assets totaling $1,935 and
a deficit working capital of $53,897.

         Net operating  activities and investing activities used $12,990 in cash
for the six months  ended  January 31,  2005.  Cash flows  provided by financing
activities  for the six months ended  January 31, 2005,  consisted of $14,925 of
net proceeds resulting from the sale of common stock.

         As of January 31, 2005, the Company had no revenues and incurred losses
totaling  $406,300 for the three  months  ending  January 31,  2005;  and losses
totaling $406,300 for the six months ending January 31, 2005.  Additionally,  as
of January 31, 2005, the Company had negative  working  capital of $53,897.  The
Company intends to fund operations  through equity financing  arrangements which
management believes will be sufficient to fund its capital expenditures, working
capital and other cash  requirements  for the fiscal year ending July 31,  2005.
The successful  outcome of future  activities  cannot be determined at this time
and there is no assurance  that, if achieved,  the Company will have  sufficient
funds to execute  its  intended  business  plan or generate  positive  operating
results.

                                        3

<PAGE>

Our Plan of Operation for the Next Twelve Months

            As stated  above,  it has been  determined  that,  as an  investment
company,  we will only  invest  in/acquire  cash flow  positive  and  profitable
businesses  or  businesses  most likely to generate  positive  cash flows in the
foreseeable  future.  These entities will have good growth potential as a result
of access to capital and/or additional  management acumen.  However, the Company
has limited operating history as a business  development  company.  In addition,
prior to its election as business  development  company under the Investment Act
of 1940,  the Company had  incurred  substantial  operating  losses in its prior
businesses.  Additionally,  a significant  amount of additional  capital will be
necessary  to attract  quality  management,  identify  and  invest in  portfolio
companies and fulfil its business strategy as a business development company. No
assurance can be given that the Company will be successful  with its plans.  The
accompanying  consolidated  financial  statements do not include any adjustments
relating to the  recoverability  and classification of asset carrying amounts or
the amount and  classification  of liabilities  that might result the Company be
unable to continue as a going concern.

Results of  Operations  for the Three and Nine  Months  Ended April 30, 2005 and
2004

         For the three months ended April 30, 2005,  the Company has incurred an
operating loss of $283,374. The Company had no revenues and expended $267,819 on
consulting  and  professional  fees and  $15,555 on general  and  administrative
expenses.  The loss for the three months ended April 30, 2004 was  approximately
$1,583, all of which was attributable to discontinued operations.

         The  net  loss  resulted   from   expenditures   associated   with  the
reorganization  of the  Company  and  services  associated  with  the  Company's
election as a BDC. The loss per common share  (calculated  giving  effect to the
1450:1  reverse stock split  declared  September  2005) was $16.77 for the three
months ended April 30, 2005, as compared to $0.14 per share for the three months
ended April 30, 2004.

         For the nine months ended April 30,  2005,  the Company has incurred an
operating loss of $689,674. The Company had no revenues and expended $669,029 on
consulting  and  professional  fees and  $20,645 on general  and  administrative
expenses.  The loss for the nine months ended April 30, 2004 was $38,192, all of
which was attributable to discontinued operations.

         The  net  loss  resulted   from   expenditures   associated   with  the
reorganization  of the  Company  and  services  associated  with  the  Company's
election as a BDC. The loss per common share  (calculated  giving  effect to the
1450:1  reverse  stock split  declared  September  2005) was $49.91 for the nine
months ended April 30, 2005,  as compared to $3.46 per share for the nine months
ended April 30, 2004.

Liquidity and Capital Resources

         As of April 30, 2005 we had cash and total assets totaling  $11,358 and
a deficit working capital of $8,076.

         Net  operating  activities  used  $149,017  in cash for the nine months
ended April 30, 2005.  Cash flows provided by financing  activities for the nine
months ended April 30, 2005 consisted of approximately  $161,275 of net proceeds
resulting from the sale of common stock.

         As of April 30, 2005,  the Company had no revenues and incurred  losses
totaling  $283,374  for the three  months  ending  April 30,  2005;  and  losses
totaling $689,674 for the nine months ending April 30, 2005. Additionally, as of
April 30, 2005, the Company had negative working capital of $8,076.  The Company
intends  to  fund  operations   through  equity  financing   arrangements  which
management believes will be sufficient to fund its capital expenditures, working
capital and other cash  requirements  for the fiscal year ending July 31,  2005.
The successful  outcome of future  activities  cannot be determined at this time
and there is no assurance  that, if achieved,  the Company will have  sufficient
funds to execute  its  intended  business  plan or generate  positive  operating
results.

Our Plan of Operation for the Next Twelve Months

         As stated above, it has been determined that, as an investment company,
we will only invest  in/acquire cash flow positive and profitable  businesses or
businesses  most  likely to  generate  positive  cash  flows in the  foreseeable
future.  These entities will have good growth potential as a result of access to
capital and/or additional management acumen. However, the Company has limited

                                        4

<PAGE>

operating history as a business development  company. In addition,  prior to its
election as business  development  company under the Investment Act of 1940, the
Company  had  incurred  substantial  operating  losses in its prior  businesses.
Additionally,  a significant  amount of additional  capital will be necessary to
attract  quality  management,  identify  and invest in portfolio  companies  and
fulfil its business strategy as a business development company. No assurance can
be given that the Company will be successful  with its plans.  The  accompanying
consolidated financial statements do not include any adjustments relating to the
recoverability  and  classification  of asset carrying amounts or the amount and
classification  of  liabilities  that  might  result  the  Company  be unable to
continue as a going concern.

Off Balance Sheet Arrangements

         There were no off balance  sheet  arrangements  as of October 31, 2004,
January  31,  2005 and April  30,  2005.  Please  refer to the  Commitments  and
Contingencies  footnote to the Company's condensed financial statements included
elsewhere herein.

Item 3:  Quantitative and Qualitative Disclosures About Market Risk

         The Company's  business  activities  contain elements of risk.  Company
management considers the principal types of risk to be valuations of investments
in portfolio  companies  and  fluctuations  in interest  rates.  We consider the
management of risk essential to conducting our business.  Accordingly,  our risk
management  systems and  procedures  are  designed  to identify  and analyze our
risks, to set appropriate  policies and limits and to continually  monitor these
risks and limits by means of reliable administrative and information systems and
other policies and programs.

         As a BDC,  we plan to invest in liquid  securities  including  debt and
equity securities of primarily private companies.  Our investments are generally
subject to  restrictions  on resale and generally  have no  established  trading
market. Our policy is to value our investments at fair value. There is no single
standard for determining fair value in good faith. As a result, determining fair
value requires that judgment be applied to the specific facts and  circumstances
of each portfolio  investment while employing a consistently  applied  valuation
process for each type of investment.

         As of April 30, 2005, we have no portfolio investments.

         The board of directors  will  determine fair value to be the amount for
which  an  investment  could  be  exchanged  in an  orderly  disposition  over a
reasonable  period of time  between  willing  parties  other than in a forced or
liquidation  sale.  The Company's  valuation  policy  considers the fact that no
ready market exists for substantially all of the securities in which the Company
invests.  The  Company's  valuation  policy is intended to provide a  consistent
basis for determining  the fair value of the portfolio.  The Company will record
unrealized  depreciation on investments when the Company believes that an equity
security  is  doubtful  or when the  enterprise  value of the  company  does not
currently  support  the  cost  of  the  Company's  debt  or  equity  investment.
Conversely,  the Company will record  unrealized  appreciation  if it determines
that the underlying  portfolio company has appreciated in value and,  therefore,
the Company's  equity security has also  appreciated in value. The values of any
investments  in public  securities  are  determined  using quoted  market prices
discounted for restrictions on resale.  Without a readily  ascertainable  market
value and because of the inherent  uncertainty  of valuation,  the fair value of
the Company's  investments in its portfolio companies,  determined in good faith
by the board of directors,  may differ  significantly from the values that would
have  been  used  had a  ready  market  existed  for  the  investments  and  the
differences could be material.

         In addition, the illiquidity of future investments may adversely affect
our  ability to dispose  of debt and equity  securities  at times when it may be
otherwise  advantageous  for the  Company  to  liquidate  such  investments.  In
addition,  if we  are  forced  to  immediately  liquidate  some  or  all  of the
investments in the portfolio companies,  the proceeds of such liquidation may be
significantly less than the current value of such investments.

         Because we may borrow  money to make  investments,  our net  investment
income before net realized and  unrealized  gains or losses,  or net  investment
income,  will be  dependent  upon the  difference  between the rates at which we
borrow funds and the rate at which we invest these funds. As a result, there can
be no assurance that a significant change in market interest rates will not have

                                        5


<PAGE>

a material  adverse  effect on our net investment  income.  In periods of rising
interest  rates,  our cost of funds would  increase,  which would reduce our net
investment  income.  We  may  use a  combination  of  long-term  and  short-term
borrowings and equity capital to finance its investing activities.

Item 4:  Controls and Procedures

         We carried out an  evaluation  of the  effectiveness  of the design and
operation of our disclosure  controls and procedures (as defined in Exchange Act
Rules  13a-15(e)  and  15d-15(e))  as of October 31, 2004,  January 31, 2005 and
April 30, 2005.  This  evaluation was carried out under the supervision and with
the participation of our Chief Executive Officer.

         Disclosure  controls and procedures  are controls and other  procedures
that are  designed to ensure that  information  required to be  disclosed in our
reports  filed or  submitted  under the Exchange  Act are  recorded,  processed,
summarized,  and reported,  within the time periods specified in the SEC's rules
and forms.  Disclosure  controls and  procedures  include,  without  limitation,
controls  and  procedures  designed  to ensure that  information  required to be
disclosed  in our  reports  filed  under the  Exchange  Act is  accumulated  and
communicated  to management,  including our Chief  Executive  Officer,  to allow
timely decisions regarding required disclosure.

         Based upon that evaluation, our Chief Executive Officer concluded that,
as of October 31,  2004,  January 31, 2005 and April 30,  2005,  our  disclosure
controls,  and  procedures  are not  currently  effective.  We plan to implement
procedures  to attain  effectiveness  in the near  future,  including  employing
qualified management and accounting personnel and establishing formal accounting
policies and procedures.

Limitations on the Effectiveness of Internal Controls

         Our  management  does not  expect  that  our  disclosure  controls  and
procedures or our internal  control over financial  reporting  will  necessarily
prevent all fraud and material error. An internal control system,  no matter how
well  conceived  and  operated,  can  provide  only  reasonable,  not  absolute,
assurance that the objectives of the control system are met. Further, the design
of a control  system must reflect the fact that there are resource  constraints,
and the benefits of controls must be considered relative to their costs. Because
of the inherent  limitations in all control  systems,  no evaluation of controls
can provide  absolute  assurance that all control issues and instances of fraud,
if any,  within the  Company  have been  detected.  These  inherent  limitations
include the realities that judgments in decision-making  can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally,  controls
can be circumvented by the individual acts of some persons,  by collusion of two
or more people, or by management override of the internal control. The design of
any system of controls also is based in part upon certain  assumptions about the
likelihood of future events,  and there can be no assurance that any design will
succeed in achieving  its stated goals under all  potential  future  conditions.
Over time,  control may become inadequate  because of changes in conditions,  or
the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

         There have been no  significant  changes in our internal  controls over
financial  reporting during each of the quarters ended October 31, 2004, January
31, 2005 and April 30,  2005 that have  materially  affected  or are  reasonably
likely to materially affect such controls.

                                        6


<PAGE>

PART II

Item 1.  Legal Proceedings

         Currently, the Company is not a party to any pending legal proceedings.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         On December 15, 2004,  the Company  issued  6,425,000  shares of common
stock (4,431  shares  giving  effect to the reverse stock split) in exchange for
services  provided by certain  consultants.  Such shares were valued at $393,210
(estimated to be the fair value based on private placement sales on or about the
issuance date). The transaction  described in this paragraph  constituted exempt
offerings under Section 4(2) of the Securities Act.

         On January 27, 2005, the Company entered into an agreement  pursuant to
which we sold 1,100,000  shares of our common stock (759 shares giving effect to
the reverse  stock split) for an aggregate  purchase  price of  $1,100,000.  The
transaction described in this paragraph constituted exempt offerings provided by
Rule 602(a) of Regulation E under the 33 Act.

         During the quarter  ended,  April 30,  2005,  the Company  entered into
agreements  pursuant to which we sold  1,750,000  shares of common  stock (1,207
shares giving effect to the reverse stock split) for an aggregate of $124,000 in
proceeds.  The  transactions  described  in this  paragraph  constituted  exempt
offerings provided by Rule 602(a) of Regulation E under the 33 Act.

         During the quarter ended,  April 30, 2005, the Company issued 3,155,000
shares of common stock (2,176  shares  giving effect to the reverse stock split)
in  exchange  for  services  provided by certain  consultants.  Such shares were
valued at $182,845  (estimated  to be the fair value based on private  placement
sales  on or  about  the  issuance  date).  The  transaction  described  in this
paragraph constituted exempt offerings under Section 4(2) of the Securities Act.

         On September 12, 2005,  the board of directors  received  authorization
from the  shareholders  to amend the  articles of  incorporation  for Article 1,
Company Name;  changing the Company's name to Rudy 45; and to implement a 1450:1
reverse stock split of the Company's  common stock;  and a new trading symbol of
RDYF.PK;  all effective  September 26, 2005. The Company's  shareholders  record
reflects 86,963,750 issued and outstanding shares before the reverse stock split
and will reflect  59,975 issued and  outstanding  shares after the reverse stock
split.

Item 3.  Defaults upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         On December 22, 2004, it was approved by  shareholders to amend Article
I, Name of Company; the Company changed its name to PHC Holdings, and elected to
become a Business  Development Company or "BDC" under the Investment Company Act
of 1940,  as  amended  (the "1940  Act").  The  Company  was quoted on the "pink
sheets" under the name PHC Holdings and under the symbol  "PHCD." The Company is
now quoted  under the name Rudy 45 and under the  symbol  "RDYF."  Also,  it was
approved  by  shareholders  to  amend  Article  IV,  Authorized  Capital  Stock;
increasing its authorized  common stock to 500,000,000  shares,  each with a par
value of $0.001 per share;  and  increasing its  authorized  preferred  stock to
25,000,000  shares,  each with a par value of $0.001 per share, with the rights,
preferences,  privileges  and  restrictions  granted  to  or  imposed  upon  the
preferred stock to be determined by the board of directors.

         On August 10, 2005,  it was approved by  shareholders  to amend Article
IV,  Authorized  Capital  Stock,  of the  Company's  Articles of  Incorporation,
increasing the total authorized common stock to 950,000,000  shares, each with a
par  value of  $0.001  per  share  ("Common  Stock")  and  50,000,000  shares of
Preferred  Stock  each  with a par value of  $0.001,  ("Preferred  Stock").  The
rights, preferences,  privileges and restrictions granted to or imposed upon the
Preferred Stock will be determined by the Board of Directors. This amendment was
approved  by  the  required  vote  of   shareholders   in  accordance  with  the
corporation's law of the state of Nevada.

                                        7


<PAGE>

         On September 12, 2005,  the board of directors  received  authorization
from the  shareholders  to amend the  articles of  incorporation  for Article 1,
Company Name;  changing the Company's name to Rudy 45; and to implement a 1450:1
reverse stock split of the Company's common stock effective  September 26, 2005.
The Company's  shareholders  record reflects on such date 86,963,207  issued and
outstanding  shares  before the reverse stock split and 59,975 after the reverse
stock split.

Item 5.  Other Information

         None

Item 6.  Exhibits

Exhibit           31.1*  Certification  of Chief Executive  Officer  pursuant to
                  Section 302 of the Sarbanes-Oxley Act.

Exhibit           31.2*  Certification  of Chief Executive  Officer  pursuant to
                  Section 302 of the Sarbanes-Oxley Act.

Exhibit           32.1*  Certification  of Chief Executive  Officer  pursuant to
                  Section 906 of the Sarbanes-Oxley Act.

Exhibit           32.2*  Certification  of Chief Executive  Officer  pursuant to
                  Section 906 of the Sarbanes-Oxley Act.

-------------
*    Filed herewith

                                        8


<PAGE>

                                   SIGNATURES

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

           RUDY 45

By:        /s/ Sonja Farrell                           Date:  November 11, 2005
           -----------------------------
           Sonia Farrell
           President


By:        /s/ Pearl Asencio                           Date:  November 11, 2005
           -----------------------------
           Pearl Asencio
           Vice President, Secretary and
           Principal Accounting Officer


<PAGE>

                                  EXHIBIT INDEX

Exhibit 31.1    Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act.

Exhibit 31.2    Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act.

Exhibit 32.1    Certification of Chief Executive Officer pursuant to Section 906
                of the Sarbanes-Oxley Act.

Exhibit 32.2    Certification of Chief Financial Officer pursuant to Section 906
                of the Sarbanes-Oxley Act.