ex99-5.htm

EXHIBIT 99.5

RUDY NUTRITION and RUDY BEVERAGE, INC.

Pro Forma Financial Statements

As of December 31, 2007, for the six-months ended December 31, 2007 and for the year ended June 30, 2007

The accompanying unaudited pro forma combined financial information shows the financial statements of Rudy Nutrition and the financial statements of Rudy Beverage, Inc., which was acquired pursuant to a Stock Exchange Agreement dated as of February 11, 2008. The pro forma adjustments to the balance sheet give effect to the acquisition as if it occurred on December 31, 2007. The pro forma adjustments to the statements of operations give effect to the acquisition as if it occurred at the beginning of each period presented. The acquisition has been accounted for using the purchase method of accounting and has been treated as the acquisition of Rudy Beverage, Inc. by Rudy Nutrition with Rudy Beverage, Inc. as the purchaser (reverse acquisition).

RUDY NUTRITION and RUDY BEVERAGE, INC.
Unaudited pro forma balance sheet
December 31, 2007

	Nutrition			Beverage			Combined				Adjustments			Pro forma

ASSETS
Current assets:
Cash and cash equivalents	$	-		$	5,270		$	5,270						$	5,270
Accounts receivable, net		-			52,786			52,786							52,786
Inventory		-			15,011			15,011							15,011
Prepaid expenses		-			16,924			16,924							16,924
Total current assets		-			89,991			89,991				-			89,991
Property and equipment		-			33,418			33,418							33,418
Investment in Rudy Beverage										b		5,164,184			-
										d		(5,164,184	)
	$	-		$	123,409		$	123,409			$	-		$	123,409


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	145,828		$	322,585		$	468,413						$	468,413
Accrued expenses		391,178			33,359			424,537							424,537
Notes payable		1,746,099			-			1,746,099							1,746,099
Due affiliates		-			2,178,064			2,178,064		a		(302,184	)		1,875,880
Total liabilities		2,283,105			2,534,008			4,817,113				(302,184	)		4,514,929

Commitments and contingencies

Convertible Series A redeemable
preferred stock		1,385,000			-			1,385,000							1,385,000

Stockholders' equity (deficit):
Common stock		46			10,000			10,046		a		30,800			35,046
										b		35,000
										d		(40,800	)
Additional paid-in capital		31,809,496			4,852,000			36,661,496		a		271,384			1,461,033
										b		5,129,184
										d		(5,123,384	)
										c		(35,477,647	)
Accumulated deficit		(35,477,647	)		(7,272,599	)		(42,750,246	)	c		35,477,647			(7,272,599	)
Total stockholders' equity (deficit)		(3,668,105	)		(2,410,599	)		(6,078,704	)			302,184			(5,776,520	)
	$	-		$	123,409		$	123,409			$	-		$	123,409

See accompanying notes to pro forma financial statements

RUDY NUTRITION and RUDY BEVERAGE, INC.
Pro Forma Statement of Operations
Six months ended December 31, 2007
(Unaudited)



	Nutrition			Beverage			Combined			Adjustments		Pro Forma

Sales and revenues	$	-		$	18,626		$	18,626		$	-	$	18,626
Cost of sales		-			23,068			23,068			-		23,068
Gross profit		-			(4,442	)		(4,442	)		-		(4,442	)
Costs and expenses
Selling and marketing expense					118,980			118,980					118,980
General and administrative expense					55,743			55,743					55,743
		-			174,723			174,723			-		174,723
Loss from operations		-			(179,165	)		(179,165	)		-		(179,165	)
Interest expense		81,915			-			81,915					81,915
		81,915			-			81,915			-		81,915
Loss before income taxes		(81,915	)		(179,165	)		(261,080	)		-		(261,080	)
Income taxes		-			-			-			-		-
Net loss	$	(81,915	)	$	(179,165	)	$	(261,080	)	$	-	$	(261,080	)

Loss per common share, basic
and diluted	$	(1.78	)	$	(0.01	)						$	(0.01	)

Weighted average common shares
outstanding		46,000			35,000,000								35,046,000


See accompanying notes to pro forma financial statements.

RUDY NUTRITION and RUDY BEVERAGE, INC.
Pro Forma Statement of Operations
Year ended June 30, 2007
(Unaudited)


	Nutrition			Beverage			Combined			Adjustments		Pro Forma

Sales and revenues	$	-		$	367,639		$	367,639		$	-	$	367,639
Cost of sales		-			634,264			634,264			-		634,264
Gross profit		-			(266,625	)		(266,625	)		-		(266,625	)
Costs and expenses
Selling and marketing expense		-			256,566			256,566					256,566
General and administrative expense		-			698,269			698,269					698,269
Asset impairment		-			4,935,715			4,935,715					4,935,715
		-			5,890,550			5,890,550			-		5,890,550
Loss from operations		-			(6,157,175	)		(6,157,175	)		-		(6,157,175	)
Interest expense		164,832			-			164,832					164,832
		164,832			-			164,832			-		164,832
Loss before income taxes		(164,832	)		(6,157,175	)		(6,322,007	)		-		(6,322,007	)
Income taxes		-			-			-			-		-
Net loss	$	(164,832	)	$	(6,157,175	)	$	(6,322,007	)	$	-	$	(6,322,007	)

Loss per common share, basic
and diluted	$	(3.58	)	$	(0.18	)						$	(0.18	)

Weighted average common shares
outstanding		46,000			35,000,000								35,046,000


See accompanying notes to pro forma financial statements.

RUDY NUTRITION and RUDY BEVERAGE, INC.

Adjustments to unaudited pro forma balance sheet

December 31, 2007

	Debit		Credit


ADJUSTMENTS

a
Common stock – Rudy Beverage				30,800
Additional paid in capital – Rudy Beverage				271,384
Due affiliates		302,184

Record issuance of 30,800,000 shares of Rudy Beverage common stock in exchange for $302,184 in amounts due affiliates.

b
Investment in Rudy Beverage		5,164,184
Common stock				35,000
Additional paid in capital				5,129,184

Record issuance of 35,000,000 shares of Rudy Nutrition common stock in exchange for all of the outstanding common stock of Rudy Beverage, Inc.

c
Additional paid-in capital		35,477,647
Accumulated deficit				35,477,647

Eliminate Rudy Nutrition accumulated deficit against additional paid-in capital (reverse acquisition).


CONSOLIDATING ELIMINATION ENTRY

d
Common stock		40,800
Additional paid in capital		5,123,384
Investment in Rudy Beverage				5,164,184

Eliminate investment in Rudy Beverage, Inc.