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                                CERTIFICATION OF
           PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER
                                   PURSUANT TO
                             18 U.S.C. SECTION 1350,
                    AS ADOPTED PURSUANT TO SECTION 906 OF THE
                           SARBANES-OXLEY ACT OF 2002

                         I, David Goldberg certify that:

1. I have  reviewed  this  annual  report to  Amendment  No. 3 to Form 10-KSB of
Championlyte Holdings, Inc.

2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. I am responsible for  establishing  and maintaining  disclosure  controls and
procedures  (as defined in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  and
internal  controlover  financial  reporting  (as defined in  Exchnage  Act Rules
13a-15(f) and 15d-15(f) for the registrant and have:

      a)  designed  such  disclosure  controls  and  procedures,  or caused such
disclosure  controls and  procedures to be designed  under our  supervision,  to
ensure that  material  information  relating to the  registrant,  including  its
consolidated subsidiaries,  is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

      b) Designed such internal control over financial reporting, or caused such
internal control over financial  reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial  statements for external purposes in accordance
with generally accepted accounting principles;

      c) evaluated the effectiveness of the registrant's disclosure controls and
procedures  and  presented   within  this  report  our  conclusions   about  the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this report based on such evaluation; and

      d)  disclosed  in this  report  any  change in the  registrant's  internal
control over financial  reporting that occurred during the  registrant's  annual
period that has  materially  affected,  or is  reasonably  likely to  materially
affect, the registrant's internal control over financial reporting; and

5. I have  disclosed,  based on our most recent  evaluation of internal  control
over financial reporting,  to the registrant's  auditors and the audit committee
of the  registrant's  board of directors (or persons  performing  the equivalent
functions):

      a) All significant  deficiencies and material  weaknesses in the design or
operation of internal  control over  financial  reporting  which are  reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize and report financial information; and

      b) Any fraud,  whether or not material,  that involves management or other
employees who have a significant role in the registrant's  internal control over
financial reporting.

Dated: July 6, 2004

                                        /s/ David Goldberg
                                        -----------------------------------
                                            Principal Executive Officer and
                                            Principal Financial Officer