ex99-4.htm

RUDY BEVERAGE, INC.
(A Majority Owned Subsidiary of Rudy Partners, Ltd.)
Balance Sheets
December 31, 2007 and June 30, 2007
	December 31,
	2007			June 30,
	(Unaudited)			2007
Assets

Current assets:
Cash and cash equivalents	$	5,270		$	74,191
Accounts receivable trade, net of allowance of $40,000 and
$25,000 at December 31, 2007 and June 30, 2007, respectively		52,786			74,089
Inventory		15,011			11,137
Prepaid expenses		16,924			68,265
Total current assets		89,991			227,682
Property and equipment, net		33,418			-
Total assets	$	123,409		$	227,682

Liabilities and Stockholder's Equity (Deficit)

Current liabilities:
Accounts payable	$	322,585		$	449,845
Accrued expenses		33,359			789
Due affiliates		2,178,064			2,008,482
Total liabilities		2,534,008			2,459,116

Commitments and contingencies

Stockholder's equity (deficit):
Common stock: $.001 par value; 10,000,000 shares authorized,
issued and outstanding at December 31, 2007 and June 30, 2007		10,000			10,000
Additional paid in capital		4,852,000			4,852,000
Accumulated deficit		(7,272,599	)		(7,093,434	)
Total stockholder's equity (deficit)		(2,410,599	)		(2,231,434	)
Total liabilities and stockholder's equity (deficit)	$	123,409		$	227,682

See accompanying notes to financial statements.

RUDY BEVERAGE, INC.
(A Majority Owned Subsidiary of Rudy Partners, Ltd.)
Statements of Operations
Three months ended December 31, 2007 and December 31, 2006
(Unaudited)

	2007			2006

Sales and revenues	$	967		$	15,386
Cost of product sold		3,876			26,425
		(2,909	)		(11,039	)

Costs and expenses
Selling and marketing expenses		20,344			38,753
General and administrative expense		20,645			186,501
		40,989			225,254
Loss before income taxes		(43,898	)		(236,293	)
Income taxes		-			-
Net loss	$	(43,898	)	$	(236,293	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.02	)


Weighted Average Shares Outstanding		10,000,000			10,000,000


See accompanying notes to financial statements.

RUDY BEVERAGE, INC.
(A Majority Owned Subsidiary of Rudy Partners, Ltd.)
Statements of Operations
Six months ended December 31, 2007 and December 31, 2006
(Unaudited)

	2007			2006

Sales and revenues	$	18,626		$	164,279
Cost of product sold		23,068			134,498
		(4,442	)		29,781

Costs and expenses
Selling and marketing expenses		118,980			181,871
General and administrative expense		55,743			465,241
		174,723			647,112
Loss before income taxes		(179,165	)		(617,331	)
Income taxes		-			-
Net loss	$	(179,165	)	$	(617,331	)

Net loss per share, basic and diluted	$	(0.02	)	$	(0.06	)


Weighted Average Shares Outstanding		10,000,000			10,000,000


See accompanying notes to financial statements.

RUDY BEVERAGE, INC.
(A Majority Owned Subsidiary of Rudy Partners, Ltd.)
Statements of Cash Flows
Six months ended December 31, 2007 and December 31, 2006
(Unaudited)

	2007			2006
Cash flows from operating activities
Net loss	$	(179,165	)	$	(617,331	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,232			4,157
Bad debt expense		15,000			-
Change in other assets and liabilities:
Accounts receivable		6,303			45,453
Inventory		(3,874	)		(78,931	)
Prepaid expenses		51,341			17,734
Accounts payable		(127,260	)		(91,777	)
Accrued expenses		32,570			(27,954	)
Net cash used in operating activities		(203,853	)		(748,649	)

Cash flows provided by investing activities
Purchase property and equipment		(34,650	)		(38,760	)
Net cash used in investing activities		(34,650	)		(38,760	)

Cash flows provided by financing activities
Loan proceeds from affiliates		169,582			790,349
Net cash provided by financing activities		169,582			790,349
Net increase in cash and cash equivalents		(68,921	)		2,940
Cash and cash equivalents, beginning of period		74,191			7,373
Cash and cash equivalents, end of period	$	5,270		$	10,313

Supplemental cash flow information
Cash paid for interest and income taxes:
Interest	$	-		$	-
Income taxes		-			-

Non-cash investing and financing activities:


See accompanying notes to financial statements.

Immediately after its formation, the founders sold 80% of Rudy to Global Beverage Solutions, Inc. (“Global”) for 6,000,000 shares of Global stock. Global was a business development company pursuant to the applicable provisions of the Investment Company Act of 1940, and accordingly, the Company was carried as an investment by Global and was not consolidated in Global’s financial statements.

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations for interim reporting. The Company believes that the disclosures contained herein are adequate to make the information presented not misleading. However, these financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report for the years ended June 30, 2007 and 2006, which is included elsewhere in this 8-K filing. The financial data for the interim periods presented may not necessarily reflect the results to be anticipated for the complete year.

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

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

Shipping and handling costs are reported in cost of product sold in the accompanying statements of operations. Such costs aggregated $600 and $7,520 during the three months ended December 31, 2007 and 2006, respectively and $1,540 and $24,956 during the six months ended December 31,2007 and 2006, respectively. Although our classification is consistent with many beverage companies, our gross margin may not be comparable to companies that include shipping and handling costs in selling and marketing costs.

We sell products to a variety of customers and extend credit based on an evaluation of each customer’s financial condition, generally without requiring collateral. Exposure to losses on receivables varies by customer principally due to the financial condition of each customer. We monitor our exposure to credit losses and maintain allowances for anticipated losses based on specific customer circumstances, credit conditions, and historical write-offs and collections. At December 31, 2007 we had fifteen customers the largest of which comprised 34% of net trade receivables.

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

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

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

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

Earnings (loss) per common share are calculated under the provisions of SFAS No. 128, “Earnings per Share” (“SFAS No. 128”), which established new standards for computing and presenting earnings per share. SFAS No. 128 requires the Company to report both basic earnings per share, which is based on the weighted-average number of common shares outstanding, and diluted earnings per share, which is based on the weighted-average number of common shares outstanding plus all potential dilutive shares outstanding. At December 31, 2007 and 2006 there are no potentially dilutive common stock equivalents. Accordingly, basic and diluted earnings (loss) per share are the same for the periods presented.

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

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

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

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

In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an Interpretation of SFAS No. 109, Accounting for Income Taxes” (“FIN 48”) to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized. FIN 48 also provides guidance on derecognizing measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006, which for us would be our fiscal year beginning July 1, 2008. We are currently evaluating the impact of adopting FIN 48 and do not expect the adoption of FIN 48 will have a material impact on our financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measures”. This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, which for us would be our fiscal year beginning July 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. SFAS 159 will be effective for us on July 1, 2008. We are currently evaluating the impact of adopting SFAS 159 on our financial statements.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective on July 1, 2009 for the Company. The Company is currently evaluating the impact of adopting SFAS 160.

The Company’s operating segment was tested for impairment at the end of 2007. The fair value of the reporting unit was estimated based upon the expected present value of future cash flows. The Company completed its valuation of goodwill and made an adjustment of $4,852,000 to write-down the goodwill associated with its beverage business. The adjustment reduced the carrying value to $0 at June 30, 2007.

	December 31,		June 30
	2007		2007

Global Beverage Solutions, Inc.	$	1,818,043	$	1,818,043
DPI		1,342		8,140
Daniel Ruettiger		61,833		32,199
William Stephens		150,000		150,000
Rocco Brandonisio		96,281		-
Frank Trotti		50,000		-
Miscellaneous		565		100

Due from affiliates	$	2,178,064	$	1,019,511

The Company has not recorded a deferred tax benefit or expense for the six months ended December 31, 2007 or December 31, 2006, as all net deferred tax assets have a full valuation allowance. During the periods from inception through December 31, 2006, the Company filed a consolidated income tax return with its parent, Global Beverage Solutions, Inc. Global files its income tax returns on a calendar year basis.

Management believes the business of developing, marketing and distribution of low sugar beverages will be sufficient to fund projected operating expenses and commitments by the end of 2008 and that the private placements of common stock and loans will be sufficient to meet operating requirements until the business can provide positive cash flow. However there can be no assurance that revenues from operations and/or additional common stock sales will be sufficient to fund the Company’s current business plan.

The Company is subject to a number of claims from former vendors, one of which, XG-AD, Inc., has filed suit on December 4, 2007, in the United States District Court for the Eastern District of Missouri, which alleges an outstanding balance of $41,598. The Company is in settlement discussions with all of the vendors and expects to resolve the issues without significant additional cost. The amount due the vendors is included in accounts payable in the accompanying balance sheet.

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

On January 18, 2007, Global executed an agreement with Partners to sell its 80% interest in Rudy to Partners for an 8% secured promissory note in the amount of $6,000,000 plus assumption of the advances and receivables owed to Global by Rudy. The agreement closed on May 11, 2007. Global retained a note receivable from Rudy in the amount of $1,818,043. Partners and Rudy acknowledged that Global agreed to convert any notes receivable that exist between Global and Rudy, once Rudy became publicly traded or became a subsidiary of a publicly traded company, into common shares of such publicly traded company. The number of such common shares would not exceed 20% of the ownership of such company, on a fully-diluted basis without the prior consent of Mr. Ruettiger.

Effective February 11, 2008, the shareholders of Rudy completed a stock for stock exchange agreement which provided that the Rudy shareholders would receive 35,000,000 shares of AccuPoll Holding Corp. (“ACUP”) in exchange for all of the issued and outstanding shares of Rudy. Completion of the exchange agreement resulted in the Rudy shareholders having control of ACUP, accordingly, the transaction will be recorded for accounting purposes as the acquisition of Rudy by ACUP with Rudy as the acquirer (reverse acquisition).

Office equipment	$	-
Manufacturing equipment		30,000
Plates and dies		4,650
		34,650
Accumulated depreciation		(1,232	)

Net property and equipment	$	33,418

	December 31,
	2007			2006

“Normally expected” income tax benefit	$	60,900		$	209,900
Nondeductible meals and entertainment		(1,000	)		(2,000	)
Valuation allowance		(59,900	)		(207,900	)
Actual income tax expense	$	-		$	-

	December 31,			June 30,
	2007			2007

Net operating loss carryforward	$	1,046,900		$	932,000
Goodwill		1,420,500			1,475,500
Valuation allowance		(2,467,400	)		(2,407,500	)
Net deferred tax asset	$	-		$	-