Janssen Settlement.

On September 1, 2008, the registrant executed and delivered to Kathleen Lagorio Janssen on behalf of Marshall Distributing, L.L.C., a Utah limited liability company, and EMS Business Development, Inc., a California corporation, or assignee (collectively, the "Payee") that certain Amended and Restated Operations & Assets Note (the "Note") in the principal sum of $4,330,000.00 (the "Principal") plus accrued interest per the original agreement through June 30, 2008 in the amount of $548,238.

The Note was part of a transaction between the registrant and the Payee described in various documents as follows:

· Binding Letter of Intent, dated as of June 19, 2006 among Gateway Distributors, Ltd., Marshall Distributing, LLC, and EMS Business Development, Inc. (Incorporated by reference as Exhibit 10.1 to Form 8-K/A (Commission File No. 000-27879), filed on September 14, 2006).

· Contract for Sale of Business and Assets, dated as of June 30, 2006, between Marshall Distributing, LLC, EMS Business Development, Inc., Terry D. Nielson and Gateway Distributors, Ltd. (Incorporated by reference as Exhibit 10.2 to Form 8-K/A (Commission File No. 000-27879), filed on September 14, 2006).

· Gateway Distributors, Ltd. Liability Undertaking executed June 30, 2006. (Incorporated by reference as Exhibit 10.3 to Form 8-K/A (Commission File No. 000-27879), filed on September 14, 2006).

· Gateway Distributors, Ltd. Operations and Assets Notes issued to Marshall Distributing, LLC and EMS Business Development, Inc., in the amount of 5,230,000.00, dated June 30, 2006. (Incorporated by reference as Exhibit 10.4 to Form 8-K/A (Commission File No. 000-27879), filed on September 14, 2006).

· Security Agreement made and entered into and effective as of June 30, 2006, by and between Gateway Distributors, Ltd., Marshall Distributing, LLC, EMS Business Development, Inc. and Terry D. Nielsen. (Incorporated by reference as Exhibit 10.5 to Form 8-K/A (Commission File No. 000-27879), filed on September 14, 2006).

· Gateway Distributors, Ltd. All-Inclusive Promissory Note Secured by All-Inclusive Trust Deed in the amount of $770,000.00, issued to Terry D. Nielson and Laniel S. Nielson, dated June 30, 2006. (Incorporated by reference as Exhibit 10.6 to Form 8-K/A (Commission File No. 000-27879), filed on September 14, 2006).

· All-Inclusive Trust Deed with Assignment of Rents, made as of June 30, 2006, between Gateway Distributors, Ltd., Empire Land Title, Inc., Terry D. Nielson and Laniel S. Nielson (Incorporated by reference as Exhibit 10.7 to Form 8-K/A (Commission File No. 000-27879), filed on September 14, 2006).

· Assignment and Bill of Sale, executed as of June 30, 2006, by Marshall Distributing, LLC, EMS Business Development, Inc., and Gateway Distributors, Ltd. (Incorporated by reference as Exhibit 10.8 to Form 8-K/A (Commission File No. 000-27879), filed on September 14, 2006).

· Turn-Key Financial Services, LLC Escrow Instruction Letter dated August . . .

See Item 1.01 above.

See Item 1.01 above.

· On November 10, 2008, 40,000,000 shares of the Series B preferred stock of the registrant were issued to Elwood Sprenger as additional consideration for his efforts on behalf of the registrant. The shares of the Series B preferred stock were in addition to the 15,000,000 shares of Series B preferred stock issued to Mr. Sprenger on July 1, 2008 in consideration for his efforts on behalf of the registrant.

· On November 10, 2008, a warrant for the purchase of 3,000,000 shares of common stock of the registrant was issued to Norman T. Reynolds, Esq. in consideration for his efforts on behalf of the registrant.

In addition to the above described issuance of our securities, see Item 1.01 above.

All of the shares described in this report were issued in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act. The certificates evidencing the shares bore legends restricting their transfer. The investor took his securities for investment purposes without a view to distribution and had access to information concerning us and our business prospects, as required by the Securities Act. In addition, there was no general solicitation or advertising for the purchase of our shares. Our securities were sold only to an accredited investor, as defined in the Securities Act with whom we had a direct personal preexisting relationship, and after a thorough discussion. Finally, our stock transfer agent has been instructed not to transfer any of such shares, unless such shares are registered for resale or there is an exemption with respect to their transfer.

The purchaser was provided with access to our filings with the SEC, including the following:

· Our annual report to stockholders for the most recent fiscal year, the definitive proxy statement filed in connection with that annual report, and, if requested by the purchaser in writing, a copy of our most recent Form 10-K under the Exchange Act.

· The information contained in an annual report on Form 10-K under the Exchange Act.

· The information contained in any reports or documents required to be filed by us under Sections 13(a), 14(a), 14(c), and 15(d) of the Exchange Act since the distribution or filing of the reports specified above.

· A brief description of the securities being offered, the use of the proceeds from the offering, and any material changes in our affairs that are not disclosed in the documents furnished.

On November 10, 2008, Richard A. Bailey resigned as a director and president and chief executive officer of the registrant. Likewise, on November 10, 2008, Florian R. Ternes resigned as a director, chief operating officer and secretary of the registrant. In consideration of the resignations of Messrs. Bailey and Ternes as officers and directors of the registrant, after the transfer of the note receivable from Cal-Bay International, Inc., a Nevada corporation, in the amount of approximately $1,300,000, the registrant transferred to Messrs. Bailey and Ternes 10,000 shares of the common stock of Gateway Venture Holdings, Inc., a Nevada corporation, which shares represent all of the shares owned by the registrant in Gateway Venture Holdings, Inc.

On November 10, 2008, Elwood Sprenger was elected chairman of the board of directors, president and chief executive officer of the registrant. Mr. Sprenger replaced Richard A. Bailey as president and chief executive officer of the registrant. Mr. Sprenger, age 59, has served as chairman of the board of directors of the registrant since July 1, 2008.

There is no arrangement or understanding between him and any other person pursuant to which he was or is to be selected as a director or officer of the registrant. Mr. Sprenger has not been named to any committees of the board of directors of the registrant, or at the time of this disclosure is expected to be, named. There is no family relationship between Mr. Sprenger or any other officer or director of the registrant. In consideration of his efforts on behalf of the registrant, 55,000,000 shares of the Series B preferred stock of the registrant have been issued to Mr. Sprenger as described in Item 3.02 above.

Mr. Sprenger was the chairman, chief executive officer and owner of Calistoga, until its merger with Perrier. In that capacity, Mr. Sprenger developed new business products consisting of flavored water, juice water and other assorted products and placed them into worldwide distribution. He also owned and operated a bulk water transport company supplying Arrowhead water from all their sources (Including one of the largest water sources in the United States) for the last 14 years. Mr. Sprenger was a director, chairman and chief executive officer of Rochem, beverage distribution group operating in 23 countries and 42 states.

Other as described in this report, Mr. Sprenger and the registrant have not entered into, adopted, amended, modified, or otherwise commenced a material compensatory plan, contract or arrangement (whether or not written), as to which Mr. Sprenger participates or is a party, nor has there been any material grant or award under any such plan, contract or arrangement to Mr. Sprenger.

On November 10, 2008, W. Jamie Plante, age 39, was elected as the chief financial officer, vice president and secretary of the registrant. Mr. Plante has served as chief financial officer of the registrant since 2006. Mr. Plante graduated from the University of Pacific in 1993 Summa Cum Laude with a Bachelor degree in Finance. He was hired out of school by Arthur Andersen LLP and worked for the next four years. Mr. Plante then accepted a position with a client as controller for nine companies. In 1997, he became an independent CPA and performed contract services for that same client with an addition of several other clients including contract chief financial officer services. He accepted the chief financial officer position at Marshall Distributing LLC in July 2004. When the registrant acquired Marshall Distributing LLC, Mr. Plante was named chief financial officer of the registrant where he has concentrated his efforts on financial management and public reporting, internal controls, budgeting and projections, inventory and asset management as well as technology integration and management.

There is no arrangement or understanding between Mr. Plante and any other person pursuant to which he was or is to be selected as a director or officer of the registrant. Mr. Plante has not been named to any committees of the board of directors of the registrant, or at the time of this disclosure is expected to be, named. There is no family relationship between Mr. Plante or any other . . .

On November 10, 2008, the board of directors of the registrant adopted Amended and Restated Bylaws as described in an exhibit to this report. The amendment and restatement was necessary due to the fact that our previous Bylaws did not take into account our expanded corporate governance features. Also, it was decided that a restatement of the Bylaws would better serve the interests of investors by placing all of the provisions of the Bylaws in one document rather than having several documents with old and new provisions.

On November 10, 2008, the board of directors of the registrant adopted a Code of Business Conduct, Amended Code of Ethics for Senior Executives, Corporate Governance Principles and Reporting Financial Integrity Concerns. Copies of the various documents are attached to this report as exhibits. The registrant decided to adopt enhanced Codes of Ethics in anticipation of the registrant's desire to have its shares quoted on an exchange and to comply with various listing requirements.

On November 10, 2008, the board of directors of the registrant adopted charters for the following committees: Audit Committee, Compensation Committee, Executive Committee of the Board of Directors, Finance Committee and Governance and Nominating Committee. Copies of the various charters are attached to this report as exhibits.

(a) Financial Statements of Business Acquired.

It is not practicable to file the required historical financial statements of Rudy Nutritionat this time. Accordingly, pursuant to Item 9.01(a)(4) of Form 8-K, the registrant will file such financial statements under cover of Form 8-K/A as soon as practicable, but not later than the date required by applicable law.

(b) Pro forma financial information.

It is not practicable to file the required pro forma financial information of Rudy Nutritionat this time. Accordingly, pursuant to Item 9.01(b)(2) of Form 8-K, the registrant will file such pro forma financial information under cover of Form 8-K/A as soon as practicable, but not later than the date required by applicable law.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.                       Identification of Exhibit
    10.1    Amended and Restated Operations & Assets Note dated September 1, 2008
            in favor of Kathleen Lagorio Janssen on behalf of Marshall
            Distributing, L.L.C., a Utah limited liability company, and EMS
            Business Development, Inc., a California corporation.
    10.2    Plan and Agreement of Triangular Merger between Marshall Holdings
            International, Inc., Marshall Acquisition Company, Inc. and Rudy
            Nutrition dated November 10, 2008.
    10.3    Warrant to purchase 3,000,000 shares of the common stock of the
            registrant issued to Norman T. Reynolds, Esq. on November 10, 2008.
    10.4    Amended and Restated Bylaws of the registrant dated November 10,
            2008.
    10.5    Code of Business Conduct.
    10.6    Amended Code of Ethics for Senior Executive Officers and Senior
            Financial Officers.
    10.7    Corporate Governance Principles.
    10.8    Reporting Financial Integrity Concerns.
    10.9    Charter of the Audit Committee.

    99.1    Press Release dated November 17, 2008 with respect to the Plan and
            Agreement of Triangular Merger between Marshall Holdings
            International, Inc., Marshall Acquisition Company, Inc. and Rudy
            Nutrition dated November 10, 2008.
    99.2    Press Release dated November 13, 2008 with respect to the
            resignations of Richard A Bailey and Florian R. Ternes as officers
            and directors of the registrant and the appointment of
            Elwood Sprenger as chairman of the board, president and chief
            executive officer of the registrant and W. Jamie Plante as vice
            president, chief financial officer and secretary of the registrant.