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


                                    FORM 10-Q/A
                                    -----------


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

                 For the fiscal quarter ended: October 31, 2005

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

               For the transition period from ________ to ________


                        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)

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

Indicate by check whether the Registrant  (1) has filed all reports  required to
be filed by Section 13 or 15(d) of the  Exchange  Act  during the  preceding  12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate by check mark whether the  Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares  outstanding of the  registrant's  common stock,  par value
$0.001 per share, as of November 25, 2005: 59,975 shares.

<PAGE>

                                TABLE OF CONTENTS
                                -----------------
                                                                            Page

 PART I        FINANCIAL INFORMATION

      Item 1   Financial Statements .......................................... 1

      Item 2   Management's Discussion and Analysis of Financial
                    Condition and Results of Operations ..................... 12

      Item 3   Quantitative and Qualitative Disclosures about Market Risk ... 15

      Item 4   Controls and Procedures ...................................... 16

 PART II       OTHER INFORMATION

      Item 1   Legal Proceedings ............................................ 17

      Item 2   Unregistered Sales of Equity Securities and Use of Proceeds .. 17

      Item 3   Defaults upon Senior Securities .............................. 17

      Item 4   Submission of Matters to a Vote of Security Holders .......... 17

      Item 5   Other Information ............................................ 17

      Item 6   Exhibits ..................................................... 18

                                       i

<PAGE>

                          PART I FINANCIAL INFORMATION


 ITEM 1  FINANCIAL STATEMENTS


                          INDEX TO FINANCIAL STATEMENTS

                                                                            Page

      Condensed Balance Sheets as of October 31, 2005
          and July 31, 2005 .................................................. 2

      Condensed Statements of Operations for the three months
          ended October 31, 2005 and 2004 .................................... 3

      Condensed Statements of Cash Flows for the three months
          ended October 31, 2005 and 2004 .................................... 4

      Notes to Condensed Financial Statements ................................ 5


                                       1
<PAGE>

                                     RUDY 45
                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                            October 31, 2005
                                                              (Unaudited)       July 31, 2005
                                                            ---------------    ---------------
<S>                                                         <C>                <C>

                              ASSETS

Current assets:
     Cash                                                    $      12,175      $      26,884
                                                            ---------------    ---------------

Total current assets                                                12,175             26,884
Property and equipment, net                                          6,725              6,023
                                                            ---------------    ---------------

Total assets                                                 $      18,900      $      32,907
                                                            ===============    ===============

               LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Accounts payable and accrued liabilities                $         100      $      18,600
                                                            ---------------    ---------------

Total current liabilities                                              100             18,600
                                                            ---------------    ---------------
Commitments and contingencies
Stockholders' equity:
     Preferred stock, $0.001 par value,
        25,000,000 shares authorized at July 31, 2005
        none issued or outstanding
        50,000,000 shares authorized at October 31, 2005,
        none issued or outstanding                                      --                 --
     Common stock, $0.001 par value,
        500,000,000 shares authorized,47,064 shares*
        issued and outstanding at July 31, 2005
        950,000,000 shares authorized, 59,975 shares*
        issued and outstanding at October 31, 2005                      60                 47
     Additional paid-in capital, net                             3,456,782          3,422,496
     Common stock subscribed                                        95,773                 --
     Accumulated deficit                                        (3,533,815)        (3,408,236)
                                                            ---------------    ---------------

Total stockholders' equity                                          18,800             14,307
                                                            ---------------    ---------------

Total liabilities and stockholders' equity                   $      18,900      $      32,907
                                                            ===============    ===============
</TABLE>

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

                             See accompanying notes

                                       2

<PAGE>

                                     RUDY 45
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                        Three Months      Three Months
                                                            Ended            Ended
                                                         October 31,       October 31,
                                                            2005              2004
                                                       ----------------  ---------------
<S>                                                    <C>               <C>

Net sales                                               $           --    $          --
Cost of good sold
                                                       ----------------  ---------------
Gross profit                                                        --               --
Selling, general and administrative expenses                   125,580               --
                                                       ----------------  ---------------

Operating loss                                                (125,580)              --
                                                       ----------------  ---------------
Other income (expense):
     Other income (expense)                                         --               --
                                                       ----------------  ---------------

Total other (expense) income                                        --               --
                                                       ----------------  ---------------
Loss from continuing operations before income taxes           (125,580)              --
Income tax provision                                                --               --
                                                       ----------------  ---------------

Net loss                                                $     (125,580)   $          --
                                                       ================  ===============
Income (loss) per common share:
     Basic                                              $        (2.50)   $          --
     Diluted                                            $        (2.50)   $          --

Weighted average common shares outstanding:
     Basic                                                      50,214           11,039
                                                       ================  ===============

     Diluted                                                    50,214           11,039
                                                       ================  ===============
</TABLE>


                             See accompanying notes

                                        3
<PAGE>

<TABLE>
<CAPTION>

                                    RUDY 45
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                      Three Months        Three Months
                                                         Ended               Ended
                                                      October 31,          October 31,
                                                          2005                2004
                                                   -----------------    ----------------
<S>                                                <C>                  <C>

CASH FLOW FROM OPERATING ACTIVITIES:
     Net loss                                       $      (125,580)     $           --
     Adjustments to reconcile net loss to net
     cash used in operating activities:
         Depreciation and amortization                          354                  --
         Issuance of common stock for services                5,550                  --
     Changes in operating assets and liabilities:
         Other assets                                            --                  --
         Accounts payable and accrued liabilities           (18,500)                 --
         Due to related party                                    --                  --
                                                   -----------------    ----------------

Net cash used in operating activities                      (138,176)                 --
                                                   -----------------    ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of property and equipment                      (1,056)                 --
                                                   -----------------    ----------------

Net cash used in investing activities                        (1,056)                 --
                                                   -----------------    ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of common stock, net             28,750                  --
     Proceeds from common tock subscribed, net               95,773                  --
                                                   -----------------    ----------------

Net cash provided by financing activities                   124,523                  --
                                                   -----------------    ----------------

Net decrease in cash and cash equivalents                   (14,709)                 --
Cash at beginning of period                                  26,884                  --
                                                   -----------------    ----------------

Cash at end of period                               $        12,175      $           --
                                                   =================    ================
</TABLE>

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


                             See accompanying notes

                                       4

<PAGE>

                                     RUDY 45
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

        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 the 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  shares
giving effect to the reverse stock split described below), which represented 66%
of the  outstanding  stock  agreed to sell  their  shares to new  investors  for
$85,000 in cash. In connection with the foregoing, the officers and directors of
Malahat  resigned on August 30, 2004 and  representatives  of the new  investors
assumed those positions.

        On December  22,  2004,  it was  approved by the  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 the  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 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  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.  The Company now
trades under the symbol "RDYF."

Nature of Business

        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  issue  up to  $5,000,000  in  value of
securities  without  registration of said securities under the Securities Act of
1933; in reliance on the exemption provided by Rule 602(a) of Regulation E under
the 33 Act.  Through  October 31,  2005,  the Company has raised net proceeds of
approximately $629,000 against this limit.

                                        5

<PAGE>

                                     RUDY 45
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005

Basis of Presentation

        The interim unaudited condensed financial  statements have been prepared
pursuant to rules and  regulations  of the  Securities  and Exchange  Commission
("SEC").  Certain  information and note disclosures  normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP") have been condensed or omitted
pursuant to those rules and regulations,  although the Company believes that the
disclosures  made are  adequate  to make the  information  not  misleading.  The
unaudited  condensed  financial  statements  should,   therefore,   be  read  in
conjunction with the consolidated  financial statements and notes thereto in the
Form 10-KSB  annual  report of the Company for the year ended July 31, 2005.  In
the  opinion  of  management,  all  adjustments  (which  consist  of normal  and
recurring  adjustments)  considered  necessary for a fair presentation have been
included. The results of operations for the three month period ended October 31,
2005 are not necessarily  indicative of the results that may be expected for the
entire fiscal year.

        The accompanying  financial  statements have been prepared assuming that
the Company  continues 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. As of
October  31,  2005,  the  Company had an  accumulated  deficit of  approximately
$3,534,000 and working capital of approximately $12,000.

        The Company will require  substantial  additional capital for continuing
BDC  administration,  compliance  requirements  and  the  implementation  of the
business plan as a BDC.  There can be no assurance that the Company will be able
to obtain  sufficient  additional  funds when  needed,  or that such  funds,  if
available, will be obtainable on terms satisfactory to the Company.

        Failure to secure such financing or to raise  additional  equity capital
may result in the Company  depleting its  available  funds and not being able to
pay for its obligations.

        These  circumstances,  among others,  raise  substantial doubt about the
Company's  ability to continue as a going concern.  The financial  statements do
not  include  any  adjustments  to reflect the  possible  future  effects on the
recoverability and classification of assets or the amounts and classification of
liabilities  that may  result  from the  possible  inability  of the  Company to
continue as a going concern.

2. SUMMARY OF 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 accounting  principles  generally accepted in the
United  States of  America  ("GAAP")  in all  material  respects,  and have been
consistently applied in preparing the accompanying financial statements.

Basis of Presentation

        As a result of the  reorganization  and  spin-off  of our  wholly  owned
subsidiary, the accompanying financial statements as of October 31, 2005 are not
consolidated and only include the accounts of Rudy 45.

Risks and Uncertainties

        The Company  has a limited  operating  history.  The Company has not yet
generated any revenue from its business  operations.  As a new operating entity,
the  Company  faces  risks  and   uncertainties   relating  to  its  ability  to
successfully implement its strategy. Among other things, these risks include the
ability to develop and sustain revenue growth;  managing  expanding  operations;
competition;  attracting,  retaining and  motivating  qualified  personnel;  and
maintaining and developing new strategic relationships.  The Company has limited
or no prior history as a BDC. The Company may be subject to the risks associated
with an emerging business, including the potential risks of business failure.

                                        6

<PAGE>

                                     RUDY 45
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005

Use of Estimates

        The Company  prepares its financial  statements in conformity with GAAP,
which  requires  management to make  estimates and  assumptions  that affect the
reported amounts of assets and liabilities,  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. Significant estimates made by
management  include,  among  others,  realizability  of  long-lived  assets  and
estimates for the deferred income tax valuation allowance.  Actual results could
differ from those estimates.

 Fair Values of Financial Instruments

        Statement   of   Financial   Accounting   Standards   ("SFAS")  No.  107
"Disclosures about Fair Value of Financial  Instruments"  requires disclosure of
fair value  information  about financial  instruments  when it is practicable to
estimate  that  value.  Management  believes  that the  carrying  amounts of the
Company's  financial  instruments,  consisting of cash and accounts  payable and
accrued  liabilities,  approximate  their fair value at October 31, 2005, due to
their short-term nature.

Cash Equivalents

        The Company  considers all highly liquid temporary cash investments with
original maturities of three months or less to be cash equivalents.  The Company
had no cash equivalents at October 31, 2005.

Property and Equipment

        Property and equipment are stated at cost, less accumulated depreciation
and amortization.  Depreciation is provided using the straight-line  method over
the estimated  useful lives of the related  assets.  Maintenance and repairs are
expensed  as  incurred,  and  betterments  are  capitalized.  Upon  the  sale or
retirement of depreciable assets, the accounts are relieved of the related costs
and  accumulated  depreciation,  and any  resulting  gain or loss is included in
operations.

Long-Lived Assets

        SFAS No. 144,  "Accounting  for the Impairment of Long-Lived  Assets and
for  Long-Lived  Assets to be  Disposed  of." SFAS No. 144  addresses  financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS 144 requires that  long-lived  assets be reviewed for  impairment  whenever
events or changes in  circumstances  indicate that their carrying amount may not
be  recoverable.  If the cost basis of a  long-lived  asset is greater  than the
projected future undiscounted net cash flows from such asset, an impairment loss
is recognized.  Impairment  losses are calculated as the difference  between the
cost basis of an asset and its estimated fair value.  As of October 31, 2005, no
impairment indicators were noted.

Revenue Recognition

        As a BDC, the Company  intends to recognize  revenues from its portfolio
companies based on investment income, the appreciation or impairment  associated
with its  investment  in such  companies.  There were no revenues  for the three
months ended October 31, 2005 and 2004.

Income Taxes

        The Company  follows SFAS No. 109 ("SFAS 109"),  "Accounting  for Income
Taxes" for recording  the  provision  for income taxes.  Deferred tax assets and
liabilities  are computed  based upon the  difference  between the  consolidated
financial  statement  and income tax basis of assets and  liabilities  using the
enacted  marginal  tax rate  applicable  when the related  asset or liability is
expected to be realized or settled. Deferred income tax expenses or benefits are
based on the  changes  in the  asset or  liability  each  period.  If  available
evidence  suggests  that it is more likely than not that some  portion or all of
the deferred tax assets will not be realized,  a valuation allowance is required
to reduce the  deferred tax assets to the amount that is more likely than not to
be realized.  Future  changes in such  valuation  allowance  are included in the
provision for income taxes in the period of change.

                                        7

<PAGE>

                                     RUDY 45
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005

Stock-Based Compensation

        The Financial  Accounting  Standards  Board ("FASB") issued SFAS No. 123
("SFAS 123"), "Accounting for Stock-Based Compensation." This standard, if fully
adopted,  changes the method of accounting for employee stock-based compensation
plans to the fair value based method. For stock options and warrants, fair value
is  determined  using an option  pricing model that takes into account the stock
price at the grant date, the exercise price,  the expected life of the option or
warrant and the annual rate of quarterly  dividends.  Compensation  expense,  if
any, is recognized  over the  applicable  service  period,  which is usually the
vesting period.

        The adoption of the  accounting  methodology of SFAS 123 is optional and
the  Company has elected to continue  accounting  for  stock-based  compensation
issued to employees  using APB 25;  however,  pro forma  disclosures,  as if the
Company adopted the cost recognition  requirements  under SFAS 123, are required
to be presented.

        The  Company  has no  stock-based  compensation  plans as of October 31,
2005 and 2004.

Basic and Diluted Loss per Common Share

        The Company  follows SFAS No. 128 ("SFAS  128"),  "Earnings  per Share."
Under  SFAS  128,  basic  earnings  per share is  computed  by  dividing  income
available to common shareholders by the weighted-average number of common shares
assumed to be outstanding during the period of computation. Diluted earnings per
share  is  computed  similar  to  basic  earnings  per  share  except  that  the
denominator is increased to include the number of additional  common shares that
would have been  outstanding if the potential  common shares had been issued and
if the  additional  common  shares  were  dilutive  (there  were  no  additional
potential  common  shares as of October  31, 2005 and 2004,  respectively).  Pro
forma per share data has been  computed  using the  weighted  average  number of
common shares outstanding  during the periods.  Because the Company has incurred
net  losses,  basic and  diluted  losses  per  share are the same as  additional
potential common shares would be anti-dilutive (See Note 5).

Recently Issued Accounting Pronouncements

        In December 2004, the FASB issued SFAS No. 123-R, "Share-Based Payment,"
which  requires that the  compensation  costs  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 No. 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 No.  123-R  replaces  SFAS No. 123,  and
supersedes  APB  Opinion  No.  25.  The  adoption  of SFAS  123-R did not have a
material impact on the Company's financial statements.

                                       8

<PAGE>

                                     RUDY 45
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005

        In December 2004, the FASB issued SFAS No. 153 ("SFAS 153"),  "Exchanges
of  Nonmonetary  Assets,  an  Amendment  of APB Opinion No. 29,  Accounting  for
Nonmonetary  Transactions."  The  amendments  made by SFAS 153 are  based on the
principle  that  exchanges of  nonmonetary  assets should be measured  using the
estimated  fair value of the assets  exchanged.  SFAS 153  eliminates the narrow
exception for nonmonetary  exchanges of similar  productive assets, and replaces
it with a broader exception for exchanges of nonmonetary assets that do not have
commercial substance.  A nonmonetary exchange has "commercial  substance" if the
future cash flows of the entity are expected to change significantly as a result
of the transaction. This pronouncement is effective for nonmonetary exchanges in
fiscal periods  beginning  after June 15, 2005. The adoption of SFAS 153 did not
have a material impact on the Company's financial statements.

        In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections,"  which  replaces APB Opinion No. 20 and FASB Statement No. 3. This
pronouncement  applies to all  voluntary  changes in accounting  principle,  and
revises the requirements for accounting for and reporting a change in accounting
principle.  SFAS No. 154 requires  retrospective  application  to prior periods'
financial statements of a voluntary change in accounting principle, unless it is
impracticable  to do so. This  pronouncement  also requires that a change in the
method of depreciation, amortization, or depletion for long-lived, non-financial
assets be accounted for as a change in accounting estimate that is affected by a
change in  accounting  principle.  SFAS No. 154 retains many  provisions  of APB
Opinion 20 without  change,  including  those  related to  reporting a change in
accounting  estimate,  a change in the reporting  entity,  and  correction of an
error. The pronouncement also carries forward the provisions of SFAS No. 3 which
govern reporting  accounting changes in interim financial  statements.  SFAS No.
154 is effective for accounting changes and corrections of errors made in fiscal
years  beginning  after  December 15, 2005.  The  Statement  does not change the
transition provisions of any existing accounting pronouncements, including those
that are in a  transition  phase as of the  effective  date of SFAS No. 154. The
adoption of SFAS 154 did not have a material  impact on the Company's  financial
statements.

        Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force),  the AICPA, and the SEC did not or are not believed
by  management  to have a  material  impact on the  Company's  present or 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  the  MSC  outstanding  stock  was  distributed  to the
Malahat's  existing  stockholders.  The  reorganization  was accounted using the
historical carrying amounts of assets and liabilities  distributed and reflected
against paid in capital. The assets and liabilities and results of operations of
the net assets distributed to the former stockholders have been reflected in the
accompanying financial statements as discontinued operations.  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,  stockholders  owning  10,581,875  shares of common  stock
(7,278 common shares 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.  In connection  with the  foregoing,  the officers and
directors of Malahat resigned on August 30, 2004 and  representatives of the new
investors assumed those positions.

4. EQUITY TRANSACTIONS

Preferred Stock

        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 determined by the board of directors.  The authorized  number of
preferred shares was increased to 50,000,000 on August 10, 2005.

                                       9

<PAGE>

                                     RUDY 45
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                OCTOBER 31, 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
common 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 59,975 issued and outstanding  common shares before
the reverse  stock split and 61,505 common shares after the reverse stock split.
Accordingly,  during the three months ended October 31, 2005, the Company issued
18,719,500  common  shares  (representing  12,910  shares  giving  effect to the
reverse stock split declared September 2005).

        During the three months ended October 31, 2005, the Company entered into
agreements  pursuant  to which we sold  11,379  shares  of  common  stock for an
aggregate of $28,750 in net proceeds.

        During the three months ended October 31 2005,  the Company issued 1,531
shares of common stock in exchange for services provided by certain consultants.
Such  shares  were  valued at $5,550  (estimated  to be the fair value  based on
private placement sales on or about the issuance date).

Common Stock Subscribed

        During the three months ended October 31, 2005, the Company entered into
agreements  pursuant to which we subscribed 55,552 shares of common stock for an
aggregate of $95,773 in net proceeds.

5. INCOME/LOSS PER COMMON SHARE

        The following is a reconciliation  of the numerators and denominators of
the basic and diluted  income/loss per common share  computations  for the three
months ended October 31, 2005 and 2004:

<TABLE>
<CAPTION>
                                                        --------------  --------------
                                                             2005            2004
                                                        --------------  --------------
<S>                                                     <C>             <C>

   Numerator for basic and diluted income (loss)
   per common share:

      Net (loss) income attributed to
        common shareholders                              $   (125,580)   $         --

   Denominator for basic and diluted income (loss)
   per common share:

      Weighted average number of common
        shares outstanding                                     50,214          11,039

                                                        --------------  --------------
   Basic and diluted (loss) income per common share      $      (2.50)   $         --
                                                        ==============  ==============
</TABLE>

                                       10

<PAGE>

                                    RUDY 45
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                OCTOBER 31, 2005

6. 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.

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, 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.

Legal

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

Letter of Intent

        On September  23, 2005,  the Company  entered into a Letter of Intent to
acquire  all of the  outstanding  stock of Rudy  International  Marketing,  Ltd.
("RIM") in exchange for shares of the Company's  restricted  common stock. It is
anticipated  that the  parties  will  enter  into a  definitive  Stock  Purchase
Agreement with an expected closing in January 2006.

                                       11

<PAGE>

ITEM 2 MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS
       OF OPERATIONS

Forward-Looking Statements

        Historical  results and trends  should not be taken as an  indication 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 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 following discussion and analysis should be read in conjunction with
the financial statements and notes to financial statements included elsewhere in
this annual report on Form 10-KSB. This report and the financial  statements and
notes  to  financial  statements  contain  forward-looking   statements,   which
generally include the plans and objectives of management for future  operations,
including plans and objectives  relating to future economic  performance and our
current  beliefs  regarding  revenues  we  might  earn if we are  successful  in
implementing our business strategies.  The Company does not undertake to update,
revise or correct any forward-looking statements.

Results of Operations

        For the three months ended October 31, 2005, the Company  incurred a net
loss of  approximately  $126,000.  The  Company  had no  revenues  and  expended
approximately  $100,000 on consulting and  professional  fees and  approximately
$26,000 on general  and  administrative  expenses.  For the three  months  ended
October 31, 2004 the Company had no income or loss for the period.  The loss per
common  share  (calculated  giving  effect to the  1450:1  reverse  stock  split
declared  September 2005) was $2.50 for the three months ended October 31, 2005,
as compared to $0.0 per share for the three months ended October 31, 2004.

Liquidity and Capital Resources

Capital Resources

        At October 31, 2005, the Company had $12,000 of working  capital,  which
consisted of cash.

Liquidity

        During the three months ended  October 31, 2005,  net cash  decreased by
approximately   $15,000.  Cash  inflows  of  approximately  $125,000  were  from
financing  activities;  proceeds  from the sale of common stock and common stock
subscribed.  Cash outflows during this period was principally the result of cash
used by  continuing  operations to fund the  operating  losses of  approximately
$120,000 (net of  depreciation  and issuance of common stock for services),  and
$18,500 of accounts payable decreases.  Cash outflows from investing  activities
consisted of approximately $1,100 used to purchase property and equipment.

        During the three months ended October 31, 2004,  there were no operating
activities  due to the  reorganization  of the  Company on August 30,  2004,  as
discussed in Note 3 to the condensed financial statements.

                                       12

<PAGE>

        We have limited or no prior history as a BDC.  Further,  we will require
substantial  additional  funding for continuing BDC  administration,  compliance
requirements and the  implementation of the business plan as a BDC. There can be
no assurance that the Company will be able to obtain sufficient additional funds
when needed,  or that such funds,  if  available,  will be  obtainable  on terms
satisfactory to the Company.  These conditions,  among others, raise substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
accompanying 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.

        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.

        A  business   development  company  is  defined  and  regulated  by  the
Investment Company Act of 1940 ("1940 Act"). A business development company 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 business  development  company may use capital provided by public shareholders
and  from  other  sources  to  invest  in  long-term,   private  investments  in
businesses.  A business development company 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  issue  up to  $5,000,000  in  value of
securities  without  registration of said securities under the Securities Act of
1933; in reliance on the exemption provided by Rule 602(a) of Regulation E under
the 33 Act.  Through  October 31,  2005,  the  Company has raised  approximately
$629,000 in net proceeds against this limit.

        Failure to secure  additional  financing or to raise  additional  equity
capital may result in the Company  depleting its available funds and not be able
to pay its obligations.  These  circumstances,  among others,  raise substantial
doubt  about  the  Company's  ability  to  continue  as  a  going  concern.  The
accompanying consolidated financial statements do not include any adjustments to
reflect the possible future effects on the  recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
possible inability of the Company to continue as a going concern.

        We currently anticipate that our cash requirements will be approximately
$180,000  for  the  remainder  of  this  fiscal  year.   There  are  no  capital
expenditures  planned for the next twelve  months,  other than the  contemplated
leasing of additional office space.

Critical Accounting Policies

Valuation of Investments

        We will  determine  the value of each  investment  in our portfolio on a
quarterly basis, and changes in value result in unrealized gains or losses being
recognized. At October 31, 2005, we have no portfolio investments; consequently,
our total assets did not include portfolio  investments  recorded at fair value.
Value, as defined in Section 2(a)(41) of the Investment  Company Act of 1940, is
(i) the  market  price for those  securities  for  which a market  quotation  is
readily available and (ii) for all other securities and assets, fair value is as
determined in good faith by the board of directors.  Since there is typically no
readily  ascertainable  market value for the  investments in our  portfolio,  we
expect to value substantially all of our portfolio  investments at fair value as
determined  in good  faith by the board of  directors  pursuant  to a  valuation
policy and a consistently  applied  valuation  process.  Because of the inherent
uncertainty  of  determining  the fair value of  investments  that do not have a
readily ascertainable market value, the fair value of our investments 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.

        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 the types of  investments we make.
Unlike banks,  we are not permitted to provide a general reserve for anticipated
loan losses.  Instead,  we are required to  specifically  value each  individual
investment  on a quarterly  basis.  We will record  unrealized  depreciation  on
investments  when we believe that an investment has become  impaired,  including
where collection of a loan or realization of an equity security is doubtful,  or
when the enterprise value of the company does not currently  support the cost of
our  debt  or  equity   investment.   Conversely,   we  will  record  unrealized
appreciation if we believe that the underlying portfolio company has appreciated
in value and,  therefore,  our equity  security has also  appreciated  in value.
Changes in fair value are recorded in the  statements  of  operations as "Gain /
Loss on investments in portfolio companies."

                                       13
<PAGE>

Securities Issued for Services

        For the three  months  ended  October  31, 2005 we issued  1,531  common
shares in payment of services,  to reduce our  obligation and to avoid using our
cash  resources.  Such shares were  valued at $5,550  (estimated  to be the fair
value based on private  placement  sales on or about the issuance  date).  These
shares were issued as restricted shares of the Company. There were no securities
issued for services for the three months ended October 31, 2004.

Recently Issued Accounting Pronouncements

        In December 2004, the FASB issued SFAS No. 123-R, "Share-Based Payment,"
which  requires that the  compensation  costs  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 No. 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 No.  123-R  replaces  SFAS No. 123,  and
supersedes APB Opinion No. 25. Small Business Issuers are required to apply SFAS
No. 123-R in the first annual  reporting  period that begins after  December 15,
2005.  The adoption of SFAS 123-R is not  expected to have a material  impact on
the Company's financial statements.

        In December 2004, the FASB issued SFAS No. 153 ("SFAS 153"),  "Exchanges
of No monetary  Assets,  an  Amendment  of APB Opinion  No. 29,  Accounting  for
Nonmonetary  Transactions."  The  amendments  made by SFAS 153 are  based on the
principle  that  exchanges of  nonmonetary  assets should be measured  using the
estimated  fair value of the assets  exchanged.  SFAS 153  eliminates the narrow
exception for nonmonetary  exchanges of similar  productive assets, and replaces
it with a broader exception for exchanges of nonmonetary assets that do not have
commercial substance.  A nonmonetary exchange has "commercial  substance" if the
future cash flows of the entity are expected to change significantly as a result
of the transaction. This pronouncement is effective for nonmonetary exchanges in
fiscal periods  beginning  after June 15, 2005. The adoption of SFAS 153 did not
have a material impact on the Company's financial statements.

        In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections,"  which  replaces APB Opinion No. 20 and FASB Statement No. 3. This
pronouncement  applies to all  voluntary  changes in accounting  principle,  and
revises the requirements for accounting for and reporting a change in accounting
principle.  SFAS No. 154 requires  retrospective  application  to prior periods'
financial statements of a voluntary change in accounting principle, unless it is
impracticable  to do so. This  pronouncement  also requires that a change in the
method of depreciation, amortization, or depletion for long-lived, non-financial
assets be accounted for as a change in accounting estimate that is affected by a
change in  accounting  principle.  SFAS No. 154 retains many  provisions  of APB
Opinion 20 without  change,  including  those  related to  reporting a change in
accounting  estimate,  a change in the reporting  entity,  and  correction of an
error. The pronouncement also carries forward the provisions of SFAS No. 3 which
govern reporting  accounting changes in interim financial  statements.  SFAS No.
154 is effective for accounting changes and corrections of errors made in fiscal
years  beginning  after  December 15, 2005.  The  Statement  does not change the
transition provisions of any existing accounting pronouncements, including those
that are in a  transition  phase as of the  effective  date of SFAS No. 154. The
adoption  of SFAS  No.  154 did not  have a  material  impact  on the  Company's
financial statements.

        Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force),  the AICPA, and the SEC did not or are not believed
by  management  to have a  material  impact on the  Company's  present or future
consolidated financial statements.

                                       14
<PAGE>

ITEM 3  QUANTITATIVE AND QUALITIVE 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.

        The board of directors  determines 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 the Company's existing  investments may
adversely  affect its 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 the Company was 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 the Company may borrow money to make investments,  the Company's
net investment income before net realized and unrealized gains or losses, or net
investment  income, is dependent upon the difference  between the rates at which
the Company borrows funds and the rate at which the Company invests these funds.
As a  result,  there can be no  assurance  that a  significant  change in market
interest  rates will not have a material  adverse  effect on the  Company's  net
investment  income.  In periods of rising interest rates,  the Company's cost of
funds would  increase,  which would reduce the Company's net investment  income.
The Company may use a combination  of long-term and  short-term  borrowings  and
equity capital to finance its investing activities.

                                       15
<PAGE>

ITEM 4  CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures

        The  Company's  board of directors and  management,  including the Chief
Executive  Officer ("CEO") and Chief Financial  Officer  ("CFO"),  evaluated the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures,  as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act
as of a date  (the  "Evaluation  Date"),  within  90 days  prior to  filing  the
Company's October 31, 2005 Form 10-Q. Based upon that evaluation,  the Company's
board of directors and management, including the CEO and CFO, concluded that, as
of October 31, 2005, the Company's  disclosure  controls and procedures were not
effective  in  alerting  management  on  a  timely  basis  to  material  Company
information  that would be required to be included in our periodic  filings with
the SEC. However,  the board of directors and management have now taken specific
steps to correct these matters.

 Changes in Internal Control Over Financial Reporting

        There  were  no  significant  changes  made  in the  Company's  internal
controls  over  financial  reporting,  during the three months ended October 31,
2005,  that have  materially  affected,  or are reasonably  likely to materially
affect,  these internal controls.  Thus, no corrective  actions,  with regard to
significant deficiencies or material weaknesses, were necessary.

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.

                                       16
<PAGE>

                            PART II OTHER INFORMATION

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

        During the three months ended October 31, 2005, the Company entered into
agreements  pursuant  to which we sold  11,379  shares  of  common  stock for an
aggregate of $28,750 in net proceeds.

        During the three months ended October 31 2005,  the Company issued 1,531
shares of common stock in exchange for services provided by certain consultants.
Such  shares  were  valued at $5,550  (estimated  to be the fair value  based on
private placement sales on or about the issuance date).

ITEM 3  DEFAULTS UPON SENIOR SECURITIES

        None.

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

        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.

        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

                                       17
<PAGE>

ITEM 6  EXHIBITS

Exhibit No.                             Description
-----------     ----------------------------------------------------------------

Exhibit 3.1     Certificate  of  Existence  with Status in Good  Standing of the
                Registrant, dated December 8, 2004, as an exhibit to Form 10-KSB
                filed on November 15, 2005.

Exhibit 3.2     Certificate of Amendment to the Articles of Incorporation of the
                Registrant,  dated  December  22,  2004,  as an  exhibit to Form
                10-KSB filed on November 15, 2005.

Exhibit 3.3     By-Laws of the Registrant, as an exhibit to Form 10-KSB filed on
                November 15, 2005.

Exhibit 3.4     Certificate  of  Existence  with Status in Good  Standing of the
                Registrant, dated January 20, 2005, as an exhibit to Form 10-KSB
                filed on November 15, 2005.

Exhibit 3.5     Amended List of Officers,  Directors  and Resident  Agent of the
                Registrant,  dated  March 7, 2005,  as an exhibit to Form 10-KSB
                filed on November 15, 2005.

Exhibit 3.6     Certificate of Amendment to the Articles of Incorporation of the
                Registrant,  dated August 15, 2005, as an exhibit to Form 10-KSB
                filed on November 15, 2005.

Exhibit 3.7     Certificate of Amendment to the Articles of Incorporation of
                the Registrant,  dated September 14, 2005, as an exhibit to Form
                10-KSB filed on November 15, 2005.

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.

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


                                       18
<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/ SONIA FARRELL                              Date:   December 15, 2005
        ---------------------------------------
        Sonia Farrell
        President and Director


By:     /s/ PEARL ASENCIO                              Date:   December 15, 2005
        ---------------------------------------
        Pearl Asencio
        Vice President, Secretary, Director and
        Principal Accounting Officer


                                       19
<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.


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