As Filed on June 8, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB/A

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-28223

                          MERIDIAN USA HOLDINGS, INC.
                 (Name of Small Business Issuer in Its Charter)


           Florida                                       65-0510294
-------------------------------                      -------------------
(State or Other Jurisdiction of                       (I.R.S. Employer
Incorporation or Organization)                       Identification No.)



    3350 N.W. 2nd Avenue
    Boca Raton, Florida                                     33431
    ---------------------                               ------------
    (Address of Principal                                (Zip Code)
      Executive Offices)

                                 (561) 417-6800
                           ---------------------------
                           (Issuer's Telephone Number,
                              Including Area Code)

                           www.meridianusaholdings.com
                           ---------------------------
                               (Issuer's Website)

Securities registered under Section 12(b) of the Exchange Act:  NONE

Securities  registered  under Section  12(g) of the Exchange Act:  Common Stock,
$0.001 par value

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
    ------    ------
Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B  is not  contained  herein  and  will  not be  contained,  to  the  best  of
registrant's   knowledge,   in  definitive   proxy  or  information   statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. Yes         No    X
                      ------     ------
Meridian's revenues for the year ended December 31, 2000 were $1,023,946

As  of  March  15,  2001,  there  were  outstanding   6,379,399  shares  of  the
registrant's  Common Stock, $.001 par value, which is the only outstanding class
of common equity of the Company.  As of that date, the aggregate market value of
the  outstanding  shares of Common  Stock held by  non-affiliates,  based on the
average of the closing bid and asked price of such Common Stock as quoted in the
OTC Bulletin Board was approximately $6,100,000.

<PAGE>


Transitional Small Business Disclosure Format (check one):

         Yes           No   X
            ---------    ---------

                       DOCUMENTS INCORPORATED BY REFERENCE
         None.


<PAGE>


                           MERIDIAN USA HOLDINGS, INC.
                                2001 FORM 10-KSB
                                TABLE OF CONTENTS

                                                                            PAGE
                                     PART I
ITEM 1.   DESCRIPTION OF BUSINESS                                              4

ITEM 2.   DESCRIPTION OF PROPERTY                                             10

ITEM 3.   LEGAL PROCEEDINGS                                                   10

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
          HOLDERS                                                             10

                                     PART II

ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS            11

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
          OF OPERATION                                                        11

ITEM 7.   FINANCIAL STATEMENTS                                               F-1

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE                              13

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS                                                 13

ITEM 10.  EXECUTIVE COMPENSATION                                              16

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT                                                      18

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                      19

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K                              19




<PAGE>



                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

(a)      Overview.
         --------

         Meridian is a company  engaged in the  manufacture and sale of food and
beverage products.  The first product we brought to the market was a sugar-free,
fat-free  chocolate  syrup,  which we began to sell in 1999  under  the  Sweet'N
Low(R) trademark,  which we have licensed from Cumberland Packing Corp. In early
2000, we expanded our syrup product line by adding  strawberry and vanilla creme
flavors. In the third quarter of 2000, we introduced a sugar-free,  fat-free and
additive-free    isotonic    refresher    drink   under   our   own   trademark,
ChampionLyte(TM).  We are presently exploring new food and beverage products and
plan to bring one or more to the market within the next twelve (12) months.

(b)      The Formation of Our Business.
         -----------------------------

         1.  Meridian USA Holdings, Inc.

               Meridian USA  Holdings  Inc.  ("Meridian")  was  incorporated  in
Florida in August 1994 for the purpose of merging, as the surviving entity, in a
merger with a then public "shell"  entity,  MHI  Telecommunications,  Inc. ("MHI
Telecom").  MHI Telecom was a Delaware  corporation  that had sold shares to the
public  pursuant to a Regulation  "A" exemption from  registration  during 1969,
under its  original  corporate  name of Pilgrim  Mills,  Inc.  From 1985 through
August  1994,  MHI  Telecom  had  not  actively  been  engaged  in any  business
operations.

               In August  1994,  the  shareholders  of MHI Telecom and  Meridian
approved a merger of MHI  Telecom  into  Meridian  and a  simultaneous  1 for 40
reverse  stock split of Meridian's  outstanding  shares.  At the same time,  the
shareholders  also  authorized  Meridian  to raise  working  capital  through an
appropriate financing,  and to acquire an operating business or otherwise engage
in or conduct active business operations.  Through the end of 1998, Meridian did
not engage in any activities or fund raising,  other than the issuance of shares
to certain  shareholders in exchange for services and the advancement of minimal
funds on behalf of Meridian.

         2.  Purchase of Shares of The Old Fashioned Syrup Co., Inc.

               On  January  8,  1999,   Meridian  entered  into  an  Acquisition
Agreement  with The Old Fashioned  Syrup  Company,  Inc. (the "Syrup  Company"),
under which Meridian issued 3,026,794  shares of Meridian's  common stock to the
shareholders of the Syrup Company in a tax-free  exchange of shares. At the same
time,  Meridian  entered  into a Stock  Purchase  Agreement  with a founder  and
current  director of  Meridian,  pursuant to which  Meridian  purchased  100,000
shares  of its  common  stock  from  him  for  the sum of  $50,000.  The  shares
repurchased were retired by Meridian.

               The Syrup Company,  which was incorporated in Florida in November
1996, was founded by Alan Posner and Mark  Streisfeld to manufacture  and sell a
sugar-free,  fat-free chocolate flavored syrup they had developed. Commencing in
1998,  the Syrup  Company sold its syrup under its  trademark  The Old Fashioned
Syrup  Company(TM).  Shortly  prior to the  acquisition  by Meridian,  the Syrup
Company entered into the license agreement with Cumberland Packing Corp. for use
of the Sweet'N Low(R) trademark for its syrup product. The Syrup Company has two
wholly-owned  subsidiaries,  The Old Fashioned Egg Cream  Company,  Inc. and The
Original Egg Cream Company, Inc., both of which are Florida corporations.

         3.  ChampionLyte, Inc.

               In  August  1999,  we  incorporated   ChampionLyte,   Inc.  as  a
wholly-owned  subsidiary  of  Meridian.  ChampionLyte  was formed to develop and
market a sugar-free,  fat-free and additive-free  isotonic refresher drink. This
product was introduced to the market in the third quarter of 2000.

                                       4
<PAGE>

(c)      Sweet 'N Low(R) License Agreement with Cumberland Packing Corp.
         --------------------------------------------------------------

         In January 1999, we entered into a ten (10) year license agreement with
Cumberland  Packing Corp.  under which we were granted the exclusive  license to
utilize the well-known  Sweet 'N Low(R) brand name for our sugar-free,  fat-free
chocolate syrup product (the "Syrup"). The license agreement has an initial term
of ten (10) years,  expiring  December 31, 2008.  We have the right to renew the
agreement for two (2) additional  seven (7) year terms, so long as we are not in
default  under  the  agreement.  The  agreement  contains  minimum  royalty  and
marketing  expenditure  requirements  during  each  year  of the  term.  We have
satisfied all  requirements  to date and anticipate that we will be able to meet
the  remaining  minimum  requirements  under the contract  throughout  its term.
However,  if we fail to meet  those  requirements,  Cumberland  has the right to
terminate the license.

         In  September  1999,  the  agreement  was amended to delete a provision
under which  Cumberland  had been  granted a right to either  match any offer to
sell Meridian  shares or receive 10% of the proceeds from any such sale. In lieu
thereof,  Meridian granted Cumberland common stock purchase warrants to purchase
350,000  shares of Meridian's  common stock at the greater of $2.50 per share or
the average  daily  trading  price for the common stock during the 20 day period
preceding  exercise.  These  warrants  expire  at the same  time as the  license
agreement.  Pursuant to  anti-dilution  provisions  in the  warrants,  the total
number of Cumberland  Warrants  outstanding  as of October 31, 2000 was 533,301.
Assuming full conversion of the Series II Convertible  Preferred Stock issued to
U.S. Bancorp, the total warrants outstanding to Cumberland will be 843,114.

(d)      Our Products and Service.
         ------------------------

         1.  Sweet'n Low(R) Brand Syrup.

               We began the development of sugar-free syrups while operating our
Old  Fashioned  Egg Cream Carts in 1995 and 1996.  In serving  freshly  made egg
cream drinks (milk,  seltzer and chocolate syrup), we received numerous requests
for a low calorie,  sugar-free egg cream. We searched the market and were unable
to find any suitable  sugar-free  chocolate  syrups.  There were several  "lite"
syrups,  but none had the required  sugar-free  content combined with acceptable
taste and texture.  Perceiving a business opportunity,  we embarked on an effort
to formulate and  manufacture an acceptable  syrup.  We approached the companies
supplying the regular  chocolate syrups to our Old Fashioned Egg Cream Carts and
sought their assistance.  Over time, we tried and rejected numerous formulations
as not meeting our standards.  Finally, in early 1998, we obtained the right mix
and arranged  through a co-packer in New Jersey to manufacture,  bottle and ship
the chocolate syrup under our registered trademark, Old Fashioned Syrup Company.

               We found it  difficult  to obtain  shelf space in food stores for
our new  product.  We  received  positive  reactions  and  reorders in stores we
managed to penetrate.  We also engaged  several food brokers and began to expand
our  shipments.  We  concluded  that  the  success  of  this  product  would  be
significantly  enhanced if we could obtain a recognized  brand name. In November
1998, we succeeded in obtaining an exclusive  license for the trademark  Sweet'N
Low for use on chocolate  syrups.  Sweet'N Low is the trademark  under which the
world's most popular sugar  substitute is sold, most  recognizably in the small,
pink  packets.  Cumberland  had  licensed  its  trademark  to candy  and  cookie
manufacturers, but ours was the first license for syrup.

               In January 1999, we made our first shipments of Sweet'N Low brand
chocolate  syrup.  The name recognition was helpful in attracting new customers,
as well as food  brokers  to sell  on our  behalf.  By the end of  1999,  we had
expanded  our  customer  base to more than 150  customers  and we are  currently
available in over 16,000 food outlets in the U.S.

               In early 2000,  we expanded  our product  line to include two new
flavors:  strawberry  and  vanilla  creme.  Just as there had been no  fat-free,
sugar-free  chocolate  syrups on the market  when we  introduced  ours,  we were
unable to find any fat-free,  sugar-free other flavored syrups. The expansion of
our  product  line  also  enabled  us to  produce  "rainbow  packs" of our three
flavors, which has been a productive marketing technique.

               We are currently working on additional flavors,  which we hope to
introduce in 2001.  Our marketing  activities  for the Syrup have involved trade
publication  advertising,  in-store promotions,  retail incentives and important
sponsorships.  In June 1999, we entered into an agreement with Francis  Anthony,
the "Love Chef" of television and magazine fame,  under which Mr. Anthony agreed
to develop  recipes  for the Syrup  Company  and  represent  the  product to the
public.  Meridian believes that Mr. Anthony's  involvement has and will continue
to increase the  visibility of the Syrup  Company's  products.  Also in 1999, we
obtained  the right to market the Syrup as an approved  product of the  Diabetes
Research  Institute,   a  national  diabetes  research  center  located  at  the
University  of Miami.  This  approval  required  our product to pass a strenuous
qualification  procedure at the Institute to establish our worthiness to use the
Institute's name on our products.

                                       5
<PAGE>
         2.  ChampionLyte(TM) Refresher Drinks.

               As  we  discovered  with syrups,  there  have  been no sugar-free
products within the isotonic refresher drink category. This category, whose most
well-known   products  are  Gatorade(R)  and   Powerade(R)   refresher   drinks,
constituted  a market of nearly $2.3  billion in 1998,  with  average per capita
annual consumption in the U.S. of 2.0 gallons.  The category grew each year from
1996 to 1998 and remains a very strong  category  within the  beverage  industry
(Beverage  World,  1999).  However,  although  existing  products in this market
provide the benefit of electrolyte  replacement for active consumers,  they also
contain high levels of calories and carbohydrates.

               We  perceived  two distinct  market niches for  a sugar-free  and
calorie-free   refresher  drink.  First,  diabetics  and  those  with  medically
restricted  sugar intakes had no available  refresher drink on the market.  This
group represents a sizable segment of the U.S.  population.  Second,  we believe
that persons  attempting to lose weight through  exercise are often reluctant to
consume a drink like  Gatorade(R)  containing  hundreds of calories  right after
strenuous exercising to "burn-off" those calories.

               To that end,  we began a  formula  development  process  for four
flavors of ChampionLyte: Fruit Punch, Orange, Lemon-Lime and Grape. We finalized
our formulations during the third quarter of 2000 and commenced shipments of the
product in September 2000.

               Our  marketing  efforts  to introduce  ChampionLyte have involved
ad placements in industry trade publications,  radio ads, food show and beverage
show appearances and  establishment of a network of brokers to sell the products
on behalf of the Company. The natural tie-in with sports has caused us to pursue
sports-related  sponsorships  for  ChampionLyte.  In early  2000 we  became  the
official refresher of USFans.com,  a web site dedicated to the interests of fans
of  professional  and  intercollegiate  sports.  This  sponsorship  has given us
prominent  visibility on one of the most heavily visited sports web sites on the
Internet.

               In  October 2000, we  entered  into a sponsorship and endorsement
agreement with Jay Fiedler,  the starting  quarterback for the Miami Dolphins of
the N.F.L.,  under which Mr. Fiedler has agreed to provide  various  promotional
services in  connection  with  ChampionLyte.  In January 2001, we entered into a
similar  agreement with the  world-ranked and former world  middleweight  boxing
champion,   Dangerous  Dana  Rosenblatt.   We  continue  to  pursue   additional
sponsorship  relationships.  Our ChampionLyte has also qualified for sponsorship
by the Diabetes Research Institute and each bottle contains that  organization's
seal of sponsorship.

         3.  Old Fashioned Egg Cream.

               Old   Fashioned  Egg  Cream  Company,    Inc.   (the  "Egg  Cream
Company") began business in 1993 by offering  freshly made "egg cream" drinks to
the public from custom-designed carts at sports arenas, shopping malls and other
high population  traffic  locations.  The egg cream, a traditional and legendary
New York soft drink,  is a mixture of milk,  seltzer and chocolate  syrup.  From
1993 until 1998,  the Egg Cream  Company,  on its own and  through  franchisees,
operated two carts at various locations,  including Madison Square Garden in New
York City, Joe Robbie Stadium in Miami, Florida, Festival Flea Market in Pompano
Beach,  Florida and Coral Square Mall in Boynton  Beach.  In  addition,  the egg
creams were sold through licensed  concessionaires  at the Miami Arena in Miami,
Florida and various food service establishments in South Florida.

               The  Egg  Cream  Company's  marketing  was  based on a  nostalgic
appeal to early 20th  century  Brooklyn,  where egg creams  were  developed  and
flourished as a popular  chocolate-flavored  soft drink. The egg cream carts and
logo are designed  with a Brooklyn  motif - Ebbets Field,  the Brooklyn  Bridge,
trolley cars. The carts also offer pretzel rods and Charlotte Russe confections.

               The  Egg  Cream  Company is not currently  conducting  any active
business  operations.  Neither of the egg cream carts is  currently in operation
and there are no current  franchisees.  Meridian's  current  business plan is to
seek to engage the services of an experienced  franchise  industry  executive to
re-establish the Egg Cream Company's franchise business.


                                       6
<PAGE>
(e)      Co-Packing Arrangements.
         -----------------------

         We manufacture  and bottle our products under  co-packing  arrangements
with third parties.  This process  involves us providing the co-packers with the
formula,  bottles  and  labels  for our  products.  We  then  place  orders  for
production  against  specific  orders  from our  customers.  With the  refresher
drinks,  we provide  the  co-packer  with kits of drink  concentrate,  which the
co-packer mixes with water, and then bottles and ships. The work is performed by
the co-packers at a per bottle cost of goods manufactured.

         We have chosen to operate through co-packing  arrangements to enable us
to produce and deliver our products without the capital costs required to build,
equip and operate our own plants.  It also eliminates the expense of maintaining
full-time production facilities and employees during down-time in production and
the  need  for  us  to  invest  capital  in  inventory.  Through  this  type  of
arrangement,  we have been able to bring our  products  to the market  much more
quickly  and at a  significantly  lower  investment  than if we had done our own
manufacturing.

         The use of co-packing arrangements carries several risks. First, we are
dependent  on a third  party for our  products.  If the  co-packer  is unable or
unwilling to honor our agreement or fails to  manufacture  our product timely or
pursuant to our  specifications,  our  business  could be hurt.  To address this
risk,  we have  identified  alternative  co-packers to whom we could turn in the
event our current  arrangements  fail.  However,  there may be  down-time  as we
switch  co-packers and that could cause us to not be able to meet our customers'
requirements. Our specific arrangements are as follows:

         Syrup.  The syrups are  manufactured,  bottled  and  shipped  for us by
Beverage House, Inc. ("BHI"), headquartered in Cartersville,  Georgia. Under the
terms of our  Agreement  with BHI,  BHI  manufactures  our  syrup  using our own
formulas,  packaging  and labels and delivers all orders within thirty (30) days
of placement.  The agreement with BHI expires on July 12, 2001, with consecutive
six (6) month renewal terms,  unless either party elects not to renew. Under our
current  arrangement,  the syrup concentrate is manufactured in Georgia and then
shipped to BHI's facility in Pennsylvania, where it is bottled and shipped.

        Refresher Drink. The ChampionLyte drinks are being made by a combination
of two separate co-packers. Kits, consisting of preformulated drink concentrate,
are being made for us by BHI,  based on our  proprietary  formula.  Those  kits,
along with our  bottles and labels,  are  shipped to  National  Beverage  Corp.,
headquartered in Ft. Lauderdale,  Florida. The general terms of our relationship
with National  Beverage Corp. are similar to those with BHI.  National  Beverage
Corp. has 14 plants located throughout the United States. As a result,  once our
products  achieve national  distribution,  we will be able to ship from regional
facilities, saving us time and freight charges.

(f)      Market.
         ------

         1.  Retail Market.

               The  principal  customers  for the Syrup are food retailers, such
as supermarkets,  drug store chains,  discount stores and warehouse  centers and
institutional  entities,  such as U.S.  Military  post  exchanges.  The isotonic
beverage is targeted at the same outlets, as well as convenience stores,  delis,
fitness  centers and health  clubs.  We have  established a network of national,
regional and  international  food brokers to market the Syrup to these  outlets.
These brokers are managed on our behalf by our National Vice President of Sales,
who works out of our  headquarters  and four  regional  sales  directors.  Sales
directors  work with our regional  brokers and also sell  directly to customers.
Our success is dependent upon our ability to have our products available at such
outlets  throughout  the country.  Management  believes  that the quality of our
products,  their appeal to health-conscious and sugar-restricted  consumers, the
fame and  reputation of the Sweet'N Low trademark for our syrups and our network
of food  brokers  should  enable us to  continue  to  penetrate  the retail food
market.

                                       7
<PAGE>
               The  primary  consumers  at  whom we are  directing our marketing
efforts are people  suffering  from  diabetes  and others with sugar  restricted
diets.  According to the American Diabetes Association,  there are approximately
16,000,000  Americans suffering from diabetes,  plus another five to ten million
Americans who are required to maintain a strict diet regimen for various medical
conditions.   In  addition,   millions  more  Americans   restrict  their  sugar
consumption  in an effort to reduce their  calorie  intake.  All of these people
form a  natural  market  for  our  products.  Americans  spend  $33  billion  on
weight-loss  programs and products annually (National  Institute of Diabetes and
Digestive and Kidney  Diseases,  2000).  Our products are aimed directly at this
market.  The enormous  success of products such as Diet Coke(R),  SnackWell's(R)
cookies  and  numerous  sugar-free  ice  cream,  candy and other  products  have
demonstrated  the  existence  of a  substantial  market  for  sugar-free/reduced
calorie food products.

               Public  and  industry  acceptance  have been positive to date. In
July 1999, the National Board of the American Tasting Institute granted its 1999
American  Tasting  Award of  Excellence  to the Syrup.  In June 1999,  the Syrup
Company's  product  was voted the Best New  Product in the  general  merchandise
category by the National Association of Chain Drug Stores.

         2.  Institutional/Food Service Market.

              Another important market for the Syrup will be bulk  package sales
to institutional and food service customers,  such as hospitals,  nursing homes,
schools,  hotels,  restaurants,  ice cream and frozen  yogurt  shops,  baked and
prepared  food  product  manufacturers  and  sports  and  entertainment  venues.
Hospitals  and nursing  homes,  aggregating  more than 40,000 units  nationwide,
present a natural market for the Syrup and ChampionLyte  drinks,  especially for
diabetes sufferers and others required to restrict their sugar intake.

         3.  Private Labeling.

               Under  our  agreement  with  Cumberland,  we  have  the  right to
package and sell a percentage of our annual syrup  production  under the private
label of its customers.  We intend to pursue private label business for both the
syrup  and the  sports  refresher  drink.  However,  we have  completed  no such
business to date.

         4.  International Marketing.

               Management  has  negotiated  an  arrangement  with  Cumberland by
which Cumberland has agreed to act as an international  distributor of the Syrup
Company's  chocolate,  strawberry and vanilla creme syrups in  approximately  43
nations throughout the world where Sweet'N Low sugar substitute is marketed.  In
addition,  Nafpro Canada,  Inc.  serves as the exclusive  broker for the sale of
Syrup in Canada. The Company is developing similar relationships with respect to
the sports refresher drink.

(g)      New Products or Services.
         ------------------------

         We intend to expand our sugar-free,  fat-free product line during 2001.
We are presently testing several  different  product  categories in an effort to
identify  products  that fit our profile of low calorie,  high taste foods.

(h)      Competition.
         ------------

         There are other brands of syrup on the market,  some of which advertise
as fat-free, sugar-free,  cholesterol-free or low-calorie, as well as nationally
and internationally  known brands of syrup, which could reasonably be considered
as competition for the Syrup Company's products.  Major chocolate manufacturers,
such as Hershey,  sell syrups  designated  as "Lite" and  Smuckers  has recently
introduced a sugar-free chocolate flavored syrup. These companies are larger and
have greater  resources  than we do and  therefore  can expend  greater funds in
marketing and advertising  their products.  Our ability to compete  successfully
with those  companies  is  dependent  upon our  ability to continue to produce a
tasty product and persuade food retailers to carry our products. We believe that
our syrup, with targeted  marketing under the  internationally  renowned Sweet'N
Low brand name,  will continue to be favorably  received in the market place and
establish   us  as  a   significant   purveyor  of   sugar-free,   fat-free  and
cholesterol-free syrups and other products.


         In the soft drink  category,  the Company is competing  with major soft
drink  distributors  including Pepsi,  Gatorade and others.  These companies are
substantially larger and more well-established than we are. This allows them not
only to commit more money to marketing and advertising,  but affords them access
to greater shelf space and prominence in food stores,  which is a key to success
in the food industry.  We believe that the ability to compete  successfully with
these  companies  is  dependent  primarily  upon our ability to produce a tasty,
sugar-free  alternative  to the  existing  sugared  drinks and to persuade  food
retailers to carry our  products.  Based on consumer  taste  tests,  the Company
believes  it has created  products  that will be  receptive  to  consumers  as a
sugar-free  alternative to sugared sports drinks.  Moreover,  the inroads to the
retail  food  market  we have  already  established  with our  syrups  with both
retailers  and food  brokers  should  facilitate  our ability to gain and expand
access to those markets for our soft drink product. However, the competition for
shelf space in food retail  establishments  is extremely intense and the ability
to obtain  such  shelf  space is  essential  to the  potential  success of these
products.


                                       8
<PAGE>

(i)      Major Customers.
         ---------------

         The  Syrup  Company  has  approximately  150  customers,  none  of whom
accounts for 10% or more of the Syrup Company's total sales.

(j)      Patents, Trademarks, Licenses.
         -----------------------------

         The Syrup  Company's  subsidiary,  The Old Fashioned Egg Cream Company,
Inc.,  is the  owner  of the  U.S.  Trademark  registrations  for the  mark  OLD
FASHIONED EGG CREAM for food  products,  clothing  items and food  service.  The
Syrup Company is the owner of the trademark  THE OLD  FASHIONED  SYRUP  COMPANY,
which is the subject of pending  applications  in the United  States  Patent and
Trademark  Office.  ChampionLyte is the owner of the trademark  CHAMPIONLYTE(TM)
and NOT YOUR  ORDINARY  SPORTS  DRINK(TM),  which are the  subjects  of  pending
trademark applications in the United States Patent and Trademark Office.

         Under a license agreement dated January 1999 with Cumberland, the Syrup
Company acquired the license to use the Sweet'N Low trademark in connection with
the  manufacture  and  sale  of its  sugar-free,  fat-free  syrup.  The  license
agreement  expires on December 31, 2008. In addition,  the agreement  requires a
minimum  royalty  in  2000  of  $30,000.00  and a  minimum  advertising  capital
commitment of $200,000.00.

         Under a license agreement dated November 1999, we have the right to use
the Diabetes  Research  Institute seal and logo on our syrup and refresher drink
products.

         Under an agreement  dated  February 2000, we have obtained the right to
utilize  the  usFANS.com  logo  on our  refresher  drink  packaging,  using  the
designation "official refresher" of usFANS.com.

         We intend to  continue  to  protect  all of our  intellectual  property
through appropriate state and federal registrations and enforcement.

(k)      Government Regulation and Approval.
         ----------------------------------

         The  labeling of our  products is subject to  regulation  by the United
States Food and Drug  Administration.  The Company  believes  that it is in full
compliance  with those  regulations.  The sale of food products to the public is
subject to various  state and local  health  and safety  regulations.  It is our
policy  to  comply  in full  with all such  regulations.  Under  our  co-packing
arrangements, the co-packers are obligated to us to maintain compliance with all
such rules and regulations.

(l)      Research and Development.
         ------------------------

         Since 1998, we have engaged in research and development  related to our
current  and  proposed  new  products  through  our  contract  co-packers.   The
expenditures on research and development have been undertaken by the co-packers,
with participation in the development process by the Syrup Company's employees.


(m)      Environmental Compliance.
         ------------------------

         Meridian  does not  anticipate  any  significant  costs to comply  with
environmental laws and requirements.


(n)      Employees.
         ---------

         As of March 21, 2001,  Meridian had 13  full-time  employees,  eight of
whom work at Meridian's offices in Boca Raton, Florida and the remaining five of
whom are regional sales employees working out of their own offices.


                                       9
<PAGE>
(o)      Reports to Shareholders.
         -----------------------

         Meridian became subject to the  information and reporting  requirements
of the  Securities  Exchange  Act of 1934,  as amended (the  "Exchange  Act") in
January 2000,  upon the  effective  date of its  registration  statement on Form
10-SB. As such, Meridian is required to and will file reports,  proxy statements
and  other  information  with  the  Securities  and  Exchange   Commission  (the
"Commission").  Such reports,  proxy statements and other information filed with
the  Commission by Meridian may be inspected and copied at the public  reference
facilities  maintained by the  Commission at its principal  offices at Judiciary
Plaza, 450 5th Street NW, Washington, D.C. 20549. Such reports, proxy statements
and other  information  may also be obtained from the web site maintained by the
Commission at http://www.sec.gov. Copies of these materials can also be obtained
at prescribed rates from the public  reference  section of the Commission at its
principal offices in Washington D.C., as set forth above.


ITEM 2. DESCRIPTION OF PROPERTY.

         Meridian's  executive and  administrative  offices occupy a stand-alone
building  containing  approximately 3,500 square feet of office space at 1356 NW
Second  Avenue,  Boca  Raton,  Florida.  Meridian  leases  this  space  from  an
unaffiliated  party under a lease that expires on October 31, 2005.  The current
rental is $59,500  per year,  subject  to an annual  increase  of 3%  commencing
November  2001.  Meridian also rents  warehouse and  distribution  facilities in
Livonia,  Michigan from Commerce  Distribution  Center,  Inc. and in Greenville,
South Carolina from Salestar  Warehouse and in Fresno,  California  from Allstar
Warehouse and Distribution,  Inc., with rentals based on the amount of space and
services used each month.


ITEM 3. LEGAL PROCEEDINGS.

         We are a defendant in an action currently  pending in the Circuit Court
of Palm Beach County,  Florida  entitled  MARTIN KLEIN V. MERIDIAN USA HOLDINGS,
INC.  The  plaintiff  is  seeking  a finders  fee  related  to the U.S.  Bancorp
financing transaction that took place in June 2000. The amount sought is $50,000
plus 200,000  shares of our common stock.  We deny any liability for that claim.
On  December  7,  2000,  the Court  granted  our  motion  for  summary  judgment
dismissing  the  complaint in its  entirety.  The  plaintiff  has appealed  that
decision and the appeal is currently pending.

         Other than the above, we are not party to any legal actions,  claims or
proceedings.


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

      There have been no matters  submitted to a vote of security  holders since
the Annual Meeting of Shareholders held in August 2000.



                                       10
<PAGE>
PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
           STOCKHOLDER MATTERS

(a)      Price Range of Capital Stock.
         ----------------------------

         Our common stock is traded  over-the-counter on the electronic bulletin
board operated by the National Association of Securities Dealers. Until December
13, 1999,  Meridian's shares traded under the symbol MDHG. On December 13, 1999,
we changed our trading symbol to MUSD in connection  with the change of our name
to Meridian USA Holdings,  Inc. The following  table sets forth the high and low
bid prices for the common  stock since the  inception  of its  quotation  on the
Bulletin Board during the first quarter of 1999.

        YEAR                QUARTER            HIGH                    LOW
        ----                -------            ----                    ---
        1999                First              2.375                   0.00
        1999                Second             2.5625                  1.0313
        1999                Third              3.875                   2.1875
        1999                Fourth             3.5625                  2.1875
        2000                First              2.8125                  1.4375
        2000                Second             3.0625                  1.0313
        2000                Third              3.25                    1.50
        2000                Fourth             2.4375                  1.50

The above  quotations  reflect the  inter-dealer  prices without retail mark-up,
mark-down or commissions and may not represent actual transactions.

(b)      Holders.
         -------

         As of March 21,  2001,  there  were 489  record  holders  of our common
stock. Based on information from brokers and other sources,  we estimate that as
of March 21, 2001, there were approximately 714 beneficial holders of Meridian's
common stock.

(c)      Dividends.
         ---------

         Meridian paid no cash dividends with respect to its common stock during
2000 and has no current  intention to pay any cash dividends.  Meridian declared
and  distributed a 10% stock  dividend to all  shareholders  of record of common
stock on September 30, 1999.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
           PLAN OF OPERATION.

         The  following  discussion  of the  results  of  operations,  financial
condition  and  liquidity   should  be  read  in  conjunction   with  Meridian's
consolidated  financial statements and notes thereto contained elsewhere in this
report. This discussion of results, causes and trends should not be construed to
imply any conclusion  that such results or trends will  necessarily  continue in
the future.


                                       11
<PAGE>
(a)      Overview.
         --------

         Meridian is a developing company engaged in the manufacture and sale of
fat-free and sugar-free syrups and sports refresher drinks. The first product we
brought to the market was chocolate syrup,  which we began to sell in 1999 under
the Sweet'N Low (R) trademark,  which we have licensed from  Cumberland  Packing
Corp. In early 2000, we expanded our syrup product line by adding strawberry and
vanilla creme flavors. In the third quarter of 2000, we introduced a sugar-free,
fat-free  and  additive-free  isotonic  sports  refresher  drink  under  our own
trademark,  ChampionLyte  (TM). We are presently  exploring new food products in
the sugar-free,  fat-free categories and plan to bring one or more to the market
within the next twelve (12) months.

(b)      Results of Operations.
         ---------------------

         Comparison  of the year  ended  December  31,  2000 to the  year  ended
December 31, 1999.

         Meridian's  net sales revenues for the year ended December 31, 2000 was
$1,023,946,  as  compared to $395,980  in the  comparable  period  ended 1999 an
increase  of  $627,966 or 159%.  The  increase  was  attributable  to  continued
expansion of the market for Meridian's Sweet `N Low (R) brand syrups. Meridian's
gross margin  increased  from 32% in the year ended  December 31, 1999 to 42% in
the comparable 2000 period. This increase was attributable primarily to a change
in the  co-packing  arrangement  as well as a  change  in the mix of  Meridian's
customers from individual  retail outlets to large national chains.  This change
led to substantially  increased sales revenues.  Management  believes that sales
volume  will  continue  to grow and that,  as  Meridian's  products  become more
well-established in the market, margins will stabilize.

         Selling,  general and administrative expenses increased from $1,139,441
for the year ended 1999 to  $3,662,514  for the year ended 2000.  The  increases
were  attributable   primarily  to  seven  factors:  (i)  noncash  interest  and
amortization costs of $766,541, for the year ended December 31, 2000, associated
with the U.S.  Bancorp  financing,  which closed in June 2000;  (ii) $216,667 in
accrued  interest due to U.S.  Bancorp  Investments,  Inc. that may be converted
into  shares  of the  Company's  Series  II  Preferred  Stock;  (iii)  the  cost
associated with the completion of development and  introduction to the market of
Meridian's  ChampionLyte  (TM)  sports  refresher  drinks  (iv) an  increase  in
following cost: wages and benefits, royalty payments, professional fees (legal &
accounting)  and  freight  cost from  $636,000 in 1999 to  $1,172,000  offset by
$159,000 in investment income in the comparable period in 2000 (v) the hiring of
various sales and other administrative personnel to support the continued growth
of the  Company's  products  resulted in  incremental  period to period costs of
approximately  $187,000  for the year ended  December  31,  2000 (vi)  increased
advertising  and media  expenses to support  the  Company's  product  line which
increased  from  approximately  $142,000 for the year ended December 31, 1999 to
approximately  $1,042,000  in the  comparable  2000  period  and  (vii)  noncash
compensation costs of $385,254 for the year ended December 31, 2000,  associated
with the issuance of common stock for consulting  services  rendered.  The costs
associated  with the U.S.  Bancorp  bridge loan,  and the non-cash  compensation
costs  associated  with the  issuance of common  stock for  consulting  services
rendered are non-recurring.  These non-recurring costs aggregated $1,368,462 for
the year ended December 31, 2000.

        Meridian had a net loss of $4,068,323 ($0.66 per share)  during the year
ended  December 31,  2000,  as compared to a net loss of  $1,017,264  ($0.20 per
share) during the comparable prior period.

(c)      Liquidity and Capital Resources.
         -------------------------------

         Meridian's  available  cash and  marketable  securities at December 31,
2000 were  approximately  $5,256,000,  as compared to  approximately  $68,000 at
December 31, 1999.  The  increase is primarily  attributable  to the proceeds of
Meridian's  issuance of its Series A  Convertible  Note to U.S.  Bancorp in June
2000 and, to a lesser extent, to increased sales of Meridian's products.

         As a result of the U.S. Bancorp financing,  management believes that it
has sufficient  working capital to carry out its business plan for the operation
and expansion of its syrup business and for the  introduction  and growth of its
sports  refresher drink for at least the next 12 months.  In addition,  Meridian
believes that operations will contribute to cash flow during the same period.


                                       12
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES

Independent Auditors' Report...........................................F-2 - F-3

Consolidated Balance Sheet...................................................F-4

Consolidated Statement of Operations.........................................F-5

Consolidated Statement of Stockholders' Deficiency...........................F-6

Consolidated Statement of Cash Flows.........................................F-7

Notes to Consolidated Financial Statements............................F-8 - F-20



<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Meridian USA Holdings, Inc. and Subsidiaries


We have  audited the  accompanying  consolidated  balance  sheet of Meridian USA
Holdings,  Inc.  and  subsidiaries  as of  December  31,  2000,  and the related
statements of operations,  stockholders'  deficiency and cash flows for the year
ended December 31, 2000. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audit in accordance with auditing standards  generally accepted
in the United  States.  Those  standards  require  that we plan and  perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Meridian USA Holdings, Inc. and
subsidiary,  for the year  ended  December  31,  2000 and the  results  of their
operations  and their  cash  flows for the year then  ended in  conformity  with
accounting principles generally accepted in the United States.





                                                    /S/ Radin Glass & Co., LLP
                                                    Radin Glass & Co., LLP
                                                    Certified Public Accountants



New York, New York
March 6, 2001


                                      F-2

<PAGE>
                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
Meridian USA Holdings, Inc. and Subsidiaries


We have  audited the  accompanying  consolidated  balance  sheet of Meridian USA
Holdings,  Inc.  and  subsidiaries  as of  December  31,1999,  and  the  related
statements  of  operations,  stockholders'  deficit  and cash flows for the year
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Meridian USA Holdings, Inc. and
subsidiary,  for the year  ended  December  31,  1999 and the  results  of their
operations  and their  cash  flows for the year then  ended in  conformity  with
generally accepted accounting principles.





                                                   /S/ Feldman Sherb & Co., P.C.
                                                   Feldman Sherb & Co., P.C.
                                                   Certified Public Accountants




New York, New York
March 30, 2000


                                      F-3
<PAGE>
                   MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2000


                                     ASSETS

Current assets:
  Cash and cash equivalents                                         $ 1,456,684
  Marketable securities - available-for-sale                          3,799,694
  Accounts receivable, net                                              103,970
  Inventory                                                             103,267
  Prepaid expenses                                                      115,299
                                                                    ------------
    Total current assets                                              5,578,914

Property and equipment, net                                             144,370

Deferred financing costs, net                                           276,223

Licensing agreement, net                                                152,532

Deposits                                                                 11,046
                                                                    ------------

                                                                    $ 6,163,085
                                                                    ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
  Accounts payable                                                  $   191,228
  Accrued expenses and other current liabilities                        310,635
  Current portion of note payable                                         3,066
                                                                    ------------
    Total current liabilities                                           504,929
                                                                    ------------

Note payable, net of current portion                                     11,993

Convertible note payable, net of discount                             7,377,618

Commitments and contingency                                                   -

Stockholders' deficiency:
     Series I convertible preferred stock,
       par value $1.00  -  authorized 100,000 shares,
       3,500 shares issued and outstanding                                3,500
     Series II convertible preferred stock, par value
       $.01 - authorized 8,500 shares, no shares issued
       and outstanding                                                        -
     Common stock, par value $.001 - authorized 40,000,000
       shares, issued and outstanding 6,376,399                           6,377
     Additional paid-in capital                                       4,590,150
     Deferred compensation                                              (82,891)
     Accumulated other comprehensive income -
       unrealized gain on marketable securities                          60,992
     Accumulated deficit                                             (6,309,583)
                                                                    ------------
        Total stockholders' deficiency                               (1,731,455)
                                                                    ------------

                                                                    $ 6,163,085
                                                                    ============


                 See notes to consolidated financial statements
                                       F-4
<PAGE>
<TABLE>
<CAPTION>
                           MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES

                             CONSOLIDATED STATEMENTS OF OPERATIONS




                                                         Years Ended December 31,
                                                -------------------------------------------
                                                        2000                   1999
                                                -------------------    --------------------
<S>                                             <C>             <C>
Net sales                                       $        1,023,946     $           395,980

Cost of goods sold                                         598,389                 268,654
                                                -------------------    --------------------

Gross profit                                               425,557                 127,326

Selling, general and administrative                      3,662,514               1,139,441
                                                -------------------    --------------------

Loss from operations                                    (3,236,957)             (1,012,115)

Other income (expense):
  Investment income                                        159,234                     225
  Interest expense                                        (990,600)                 (5,374)
                                                -------------------    --------------------

Other expenses, net                                       (831,366)                 (5,149)
                                                -------------------    --------------------

Net loss                                        $       (4,068,323)    $        (1,017,264)
                                                ===================    ====================

Net loss per common share - basic and diluted   $            (0.66)    $             (0.20)
                                                ===================    ====================

Weighted average number of common shares
  outstanding - basic and diluted                        6,139,122               5,210,546
                                                ===================    ====================

Other comprehensive loss:

Net loss                                        $       (4,068,323)    $        (1,017,264)

Unrealized gain from marketable securities                  60,992                       -
                                                -------------------    --------------------

Comprehensive loss                              $       (4,007,331)    $        (1,017,264)
                                                ===================    ====================
</TABLE>


                        See notes to consolidated financial statements
                                             F-5
<PAGE>
<TABLE>
<CAPTION>
                                                        MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES

                                                    CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY



                                                  Series I Convertible                          Unrealized
                                Common Stock       Preferred Stock    Additional                 Gain on                  Total
                            -------------------- ---------------------  Paid-In    Deferred      Certain   Accumulated Stockholders'
                              Shares    Amount     Shares    Amount    Capital    Compensation  Investments   Deficit    Deficiency
                            ----------- -------- ---------- ---------- ---------- ------------  ----------- ----------- ------------
<S>                         <C>         <C>      <C>        <C>        <C>        <C>           <C>         <C>          <C>
Balance, December 31, 1998     771,056  $   771          -  $       -  $ 630,968  $         -   $        -  $ (702,496)  $  (70,757)

Issuance of convertible
  preferred stock from
  reverse merger                     -        -      3,500      3,500          -            -            -           -        3,500
Issuance of common stock
 from reverse merger         3,026,794    3,027          -          -          -            -            -           -        3,027
Issuance of common stock        47,150       47          -          -     47,103            -            -           -       47,150
Exercise of common stock
  purchase warrants            850,000      850          -          -    849,150            -            -           -      850,000
Issuance of common stock
  related to reverse
  acquisition                  620,000      620          -          -       (620)           -            -           -            -
Stock dividend                 521,500      522          -          -    520,978            -            -    (521,500)           -
Repurchase of common
  stock                       (100,000)    (100)         -          -    (49,900)           -            -           -      (50,000)
Issuance of warrants for
  license agreement                  -        -          -          -    176,000            -            -           -      176,000
Net loss                             -        -          -          -          -            -            -  (1,017,264)  (1,017,264)
                            ----------- -------- ---------- ---------- ---------- ------------  ----------- ----------- ------------

Balance, December 31,
  1999                       5,736,500    5,737      3,500      3,500  2,173,679            -            -  (2,241,260)     (58,344)

Issuance of common stock       450,000      450          -          -    449,550            -            -           -      450,000

Capital contributions                -        -          -          -    116,044            -            -           -      116,044

Issuance of options for
  services                           -        -          -          -    105,020      (82,891)           -           -       22,129

Issuance of common stock
  for services                 164,899      165          -          -    362,960            -            -           -      363,125

Effect of change in fair
  value of available-for
  -sale securities                   -        -          -          -          -            -       60,992           -       60,992

Issuance of warrants with
  convertible notes                  -        -          -          -  1,357,922            -            -           -    1,357,922

Exercise of stock purchase
  option                        25,000       25          -          -     24,975            -            -           -       25,000

Net loss                             -        -          -          -          -            -            -  (4,068,323)  (4,068,323)
                            ----------- -------- ---------- ---------- ---------- ------------  ----------- ----------- ------------
Balance, December 31, 2000   6,376,399  $ 6,377      3,500  $   3,500  $4,590,150 $   (82,891)  $   60,992 $(6,309,583) $(1,731,455)
                            =========== ======== ========== ========== ========== ============  =========== =========== ============

</TABLE>

   See notes to consolidated financial statements
                        F-6

<PAGE>
<TABLE>
<CAPTION>
                                 MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                 Years Ended December 31,
                                                                              --------------------------------
                                                                                  2000              1999
                                                                              --------------   ---------------
<S>                                                                          <C>               <C>
Cash flows from operating activities:
     Net loss                                                                 $  (4,068,323)   $   (1,017,264)
     Adjustments to reconcile net loss to net cash
        used in operating activities:
           Depreciation and amortization                                            363,329            14,198
           Common stock and options issued for services                             385,254                 -
           Amortization of debt discount                                            735,541                 -
     Changes in current assets and liabilities:
        Accounts receivable                                                         (60,677)          (29,054)
        Inventory                                                                   (56,083)          (47,184)
        Prepaid expenses                                                           (115,299)                -
        Deposits                                                                    (11,046)            3,001
        Accounts payable                                                             38,878            73,191
        Accrued expenses and other current liabilities                              (31,110)          336,403
                                                                              --------------   ---------------
Net cash used in operating activities                                            (2,819,536)         (666,709)
                                                                              --------------   ---------------

Cash flows from investing activities:
        Purchase of marketable securities                                        (3,738,702)                -
        Repayment of advances to officers                                            99,000                 -
        Capital expenditures                                                       (155,213)                -
                                                                              --------------   ---------------
Net cash used in investing activities                                            (3,794,915)                -
                                                                              --------------   ---------------

Cash flows from financing activities:
        Repayment of advances from stockholders                                           -          (149,000)
        Proceeds from loans payable                                                  17,184                 -
        Principal payments on notes payable                                          (2,125)                -
        Proceeds from convertible notes                                           8,000,000                 -
        Debt issue costs                                                           (602,667)                -
        Repurchase of common stock                                                        -           (50,000)
        Proceeds from issuance of common stock and warrants                         475,000           897,150
        Capital contribution                                                        116,044                 -
                                                                              --------------   ---------------
Net cash provided by financing activities                                         8,003,436           698,150
                                                                              --------------   ---------------

Net increase in cash                                                              1,388,985            31,441

Cash, beginning of year                                                              67,699            36,258
                                                                              --------------   ---------------

Cash, end of period                                                           $   1,456,684    $       67,699
                                                                              ==============   ===============

Supplemental Disclosure of Cash Flow Information:

Cash paid during the year:
     Interest expense                                                         $      36,971    $            -
                                                                              ==============   ===============
     Income taxes                                                             $           -    $            -
                                                                              ==============   ===============

Non-Cash Flow Investing and Financing Activities:
     Issuance of common stock and convertible preferred stock
        in reverse merger                                                     $           -    $        3,377
                                                                              ==============   ===============
     Issuance of common stock related to reverse merger                       $           -    $          620
                                                                              ==============   ===============
     Issuance of warrants in conjunction with convertible note payable        $   1,357,922    $            -
                                                                              ==============   ===============
     Issuance of warrants for licensing agreement                             $           -    $      176,000
                                                                              ==============   ===============
</TABLE>

                                  See notes to consolidated financial statements
                                                    F-7

<PAGE>
                  MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2000 AND 1999


1.   ORGANIZATION:

     The  Old  Fashioned  Syrup  Company,  Inc.  ("Old  Fashioned"),  a  Florida
corporation,  was  formed  in  November  1996  for  the  purpose  of  developing
sugar-free,  fat-free,  cholesterol-free  chocolate-flavored syrup to market and
sell principally to retailers and food service customers located  throughout the
United  States.  The Old  Fashioned Egg Cream Company and The Original Egg Cream
Company,  both  subsidiaries of Old Fashioned,  were incorporated in 1993 in the
state of Florida.

     During  January 1999,  Old Fashioned was acquired by Meridian USA Holdings,
Inc. ("Meridian" or the "Company"), a Florida corporation,  for 3,026,794 shares
of Meridian common stock and 3,500 shares of its Series I Convertible  Preferred
Stock  (the  "Exchange")  for  all  of  the  shares  of Old  Fashioned  and  its
subsidiaries. The Exchange has been accounted for as a reverse acquisition under
the purchase method for business combinations.  Accordingly,  the combination of
the two companies is recorded as a recapitalization  of Old Fashioned,  pursuant
to which Old Fashioned is treated as the continuing entity.

     In August 1999, the Company formed ChampionLyte,  Inc. ("ChampionLyte"),  a
New York corporation, to market its sugar-free,  calorie-free,  sports refresher
beverage,  ChampionLyte. The Company did not commence sales activities until the
fourth quarter of 2000.


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.        Principles of  consolidation - The consolidated  financial  statements
          include the accounts of the Company and its subsidiaries. All material
          intercompany transactions have been eliminated.

b.        Estimates - The preparation of financial statements in conformity with
          accounting principles generally accepted in the United States 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 revenue and expenses during the reporting  period.
          Actual results could differ from those estimates.

c.        Cash and cash  equivalents  - The Company  considers all highly liquid
          temporary cash investments  with an original  maturity of three months
          or less when purchased, to be cash equivalents.


                                      F-8
<PAGE>

d.        Marketable  securities -  Investments  in  marketable  securities  are
          classified as  available-for-sale  and are recorded at fair value with
          any unrealized  holding gains or losses included in accumulated  other
          comprehensive  income  (loss),  which is a component of  stockholders'
          deficiency. At December 31, 2000, the Company's portfolio consisted of
          U.S. government agency securities.

e.        Revenue recognition - Revenues are recognized as products are received
          by customers.

f.        Inventory - Inventory  are  stated  at  lower of cost or market on the
          first-in,  first-out  method of inventory  valuation.  At December 31,
          2000 predominately all inventory on-hand was finished goods.

g.        Property  and  equipment - Property  and  equipment is stated at cost.
          Depreciation   of  property  and  equipment  is  computed   using  the
          straight-line  method over the  estimated  useful lives of the assets.
          Leasehold   improvements   are  depreciated   over  the  life  of  the
          appropriate lease.

h.        Concentration of risk - Credit losses,  if any, have been provided for
          in  the   financial   statements   and  are   based  on   management's
          expectations.   The  Company's  accounts  receivable  are  subject  to
          potential  concentrations of credit risk. The Company does not believe
          that it is subject to any unusual or significant  risks, in the normal
          course of business.

i.        Income  taxes - Income  taxes are  accounted  for under  Statement  of
          Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
          which is an asset and liability approach that requires the recognition
          of deferred tax assets and  liabilities  for the  expected  future tax
          consequences  of events  that have been  recognized  in the  Company's
          financial statements or tax returns.

j.        Net loss per share - Basic  earnings  per  share  has been  calculated
          based upon the weighted  average number of common shares  outstanding.
          Stock  options have been excluded as common stock  equivalents  in the
          diluted  earnings per share because they are either  antidilutive,  or
          their effect is not material.

k.        Fair value of financial instruments - The carrying amounts reported in
          the balance sheet for cash, receivables,  accounts payable and accrued
          expenses  approximate  fair value based on the short-term  maturity of
          these instruments.

l.        Licensing  agreement  - The  licensing  agreement  is  amortized  on a
          straight-line basis over ten years.

m.        Advertising costs - Advertising costs are expensed as incurred.  Total
          advertising  costs charged to operations  for the years ended December
          31, 2000 and 1999 amounted to $973,550 and $64,120, respectively.


                                   F-9
<PAGE>
n.        Impairment  of  long-lived  assets - The  Company  reviews  long-lived
          assets for impairment  whenever  circumstances  and situations  change
          such that there is an indication that the carrying  amounts may not be
          recovered.  At December 31, 1999, the Company  believes that there has
          been no impairment of its long-lived assets.

o.        Stock options - The Company accounts for all transactions  under which
          employees,   officers  and  directors   receive  shares  of  stock  in
          accordance with the provisions of Accounting  Principles Board Opinion
          No. 25, "Accounting for Stock Issued to Employees." In accordance with
          Statement  of Financial  Accounting  Standards  No. 123 ("SFAS  123"),
          "Accounting for Stock-Based Compensation," the Company adopted the pro
          forma   disclosure   requirements   of  SFAS  123.   Accordingly,   no
          compensation  has been recognized in the results of operations for the
          employees,  officers  and  directors  stock option plan other than for
          those options issued to non-employees for consulting services.

p.        Comprehensive  income - The Company has adopted Statement of Financial
          Accounting  Standard No. 130 ("SFAS  130"),  "Reporting  Comprehensive
          Income",  which  establishes  standards  for  reporting and display of
          comprehensive   income,  its  components  and  accumulated   balances.
          Comprehensive  income is  defined  to  include  all  changes in equity
          except those resulting from investments by owners and distributions to
          owners. Among other disclosures,  SFAS No. 130 requires that all items
          that are required to be recognized under current accounting  standards
          as a  component  of  comprehensive  income be  reported in a financial
          statement  that  is  displayed  with  the  same  prominence  as  other
          financial  statements.   Comprehensive  income  is  displayed  in  the
          statement of  stockholders'  deficiency and in the balance sheet as of
          component of stockholders' deficiency.

q.        Recent accounting pronouncements

          In December  1999, the  Securities  and Exchange  Commission  released
          Staff  Accounting  Bulletin  (SAB) No. 101,  "Revenue  Recognition  in
          Financial Statement." SAB 101 provides  interpretative guidance on the
          recognition,  presentation and disclosure of revenue.  SAB 101 was
          applied to the financial statements in the fourth quarter of 2000. The
          application of SAB 101 did not have a material effect on our financial
          position or results of operations.

          In March 2000, the FASB issued  Interpretation No. 44, "Accounting for
          Certain Transactions  Involving Stock Compensation,  an interpretation
          of APB Opinion No. 25." The  interpretation  clarifies the application
          of Accounting  Principles Board Opinion No. 25 in certain  situations,
          as defined.  The  interpretation is effective July 1, 2000, but covers
          certain  events  occurring  during the period after December 15, 1998,
          but before the effective  date.  To the extent that events  covered by
          this  interpretation  occur during the period after December 15, 1998,
          but  before  the  effective   date,   the  effects  of  applying  this
          interpretation  would be recognized  on a  prospective  basis from the
          effective  date.  We do not  anticipate  that  the  adoption  of  this
          interpretation  will have a material effect on our financial  position
          or results of operations.


                                      F-10
<PAGE>
3.   RELATED PARTY TRANSACTIONS

     As of December  31, 1999 the Company has a  receivable  of $99,000 due from
two officers of the Company.  Such advances are  short-term in nature and do not
bear interest.  Such advances were applied  against other monies due to officers
during the year ended December 31, 2000.


4.   PROPERTY AND EQUIPMENT

  Property and equipment consisted of the following:

                                                          December 31,
                                                   -------------------------
                                     Useful Life      2000          1999
                                     -----------   -----------   -----------
 Carts                                 5 Years     $   62,500    $   62,500
 Office Furniture and Equipment        5 Years         63,604        18,096
 Coolers                               5 Years         17,046             -
 Leasehold Improvements                5 Years         23,579             -
 Vehicles                              5 Years         67,757         2,800
                                                   -----------   -----------
                                                      234,486        83,396
 Accumulated Depreciation                             (90,116)      (74,954)
                                                   -----------   -----------
                                                   $  144,370    $    8,442
                                                   ===========   ===========

Depreciation  expense was $19,285  and $8,331 for the years ended  December  31,
2000 and 1999, respectively.


5.   LICENSING AGREEMENT

     The Company entered into a ten year license  agreement,  effective  January
20,  1999,  and as  amended in  October  1999,  with  Cumberland  Packing  Corp.
("Cumberland"),  a New York  corporation,  for the right to use their  "Sweet `N
Low"  Trademark  in  order  to  market  the  Company's   sugar-free,   fat-free,
cholesterol-free chocolate, vanilla and strawberry flavored syrup products.


                                      F-11
<PAGE>

  Licensing agreement as of December 31, 2000 and 1999 is as follows:

                                                       December 31,
                                                 ------------------------
                                   Useful Life      2000         1999
                                   -----------   -----------  -----------
  Licensing Agreement               10 Years     $  176,000   $  176,000
  Less: accumulated amortization                     23,467        5,867
                                                 -----------  -----------
                                                 $  152,533   $  170,133
                                                 ===========  ===========

(See Note 8 for equity rights and Note 13 for minimum royalty commitments.)


6.   NOTE PAYABLE

     In May 2000,  the  Company  entered  into a note  payable of  $17,184,  the
proceeds for which were used to acquire a vehicle.  Such borrowing is secured by
the  vehicle  and bears  interest  at 9% per  annum,  payable  in sixty  monthly
installments.



7.   CONVERTIBLE NOTE PAYABLE

     On June 16, 2000,  the Company  entered into a convertible  debt  agreement
with a bank. Such agreement  includes a convertible note payable for $8,000,000.
This note bears  interest at 5.00% per annum and is  automatically  converted on
June 15, 2001. The note may be converted prior to its mandatory  conversion date
by  either  the  Company  or  the  note  holder  upon  satisfaction  of  certain
conditions.  The note is convertible into Series II Convertible  Preferred Stock
at one share for each $1,000 in debt,  including accrued  interest.  The Company
received net proceeds of $7,366,334  and recorded  deferred  financing  costs of
$602,666,  to be  amortized  over one year.  In the event the Company is sold or
liquidated while any principal amount of the note is outstanding,  the note will
be due upon demand,  including  accrued  interest.  On May 11, 2000, the Company
received  bridge  financing from the same note holders for $500,000,  which debt
was satisfied  upon issuance of the  convertible  note. The Company has recorded
$31,000 in interest expense related to the bridge financing.

     Along with the  convertible  note, the Company  issued 698,948  warrants to
acquire shares of the Company's  common stock.  The warrants are  exercisable at
$1.75 per share and expire  seven years from the date of  issuance.  The Company
has  recorded  these  warrants  as  a  discount  to  the  convertible  note  for
$1,357,922. The discount was derived from the Black-Scholes option-pricing model
based on the following  assumptions:  expected  stock price  volatility of 128%;
risk-free interest rate of 5.70%; and an expected 7-year life. The discount will
be amortized as interest  expense over one year.  With respect to such discount,
the  Company  recorded  amortization  expense of $735,540  for the period  ended
December 31, 2000.


                                      F-12
<PAGE>
8.   STOCKHOLDERS' DEFICIENCY

     In April 1999,  the Company  completed a self  underwritten  Regulation "D"
Private  Placement  Offering of 49,150 shares of common  stock,  at the price of
$1.00 per share, and 850,000 Common Stock Purchase Warrants  ("Warrants"),  at a
price of $.001 per warrant.  As of December 31, 1999, all of the holders' of the
warrants had converted to common stock at a conversion price of $1.00 per share.

     During  January 1999, in connection  with the reverse  merger,  the Company
issued  620,000  shares of common stock of which 300,000  shares was issued to a
stockholder who acted as advisor,  300,000 shares were issued to a member of the
Board of  Directors  and the  remaining  balance of 20,000  shares was issued to
former  officers of Meridian.  The common stock was valued at $.001 per share on
the dates of issuance and had been recorded as additional paid-in capital.

     On August 18, 1999, the Board of Directors declared a 10% stock dividend to
be  payable  to all  stockholders  of record as of  September  30,  1999 and the
521,500  shares of common  stock  were  valued at $1.00 per share on the date of
declaration. The stock dividend was distributed on October 15, 1999.

     In September 1999, in connection with the Cumberland agreement, the Company
has granted  warrants to purchase  385,000  (increase  from 350,000  shares as a
result of the 10% stock  dividend)  shares of the  Company's  common stock at an
exercise  price  equal to the  greater of $2.50 per share or 50% of the  average
trading  price for the  Company's  shares  during the  twenty  days prior to the
exercise  of the  warrants.  The  warrants  expire  on  December  31,  2008  and
management has estimated the value of the warrants,  based on the  Black-Scholes
option-pricing  model, in order to record  $176,000 of deferred  licensing cost.
The deferred licensing cost is being amortized on a straight-line basis over ten
years from the date the warrants were granted.  Amortization  expense charged to
operations  for the years ended  December  31,  1999 and 2000 was  approximately
$5,900 and $17,600.

     From March 1, 2000 through June 30, 2000,  the Company sold 450,000  shares
of its  restricted  common  stock at $1.00  per  share and  250,000  options  to
purchase common stock for $450,000. The exercise price of the options issued was
between $0.50 and $1.00 per share of common stock.

     On April 20, 2000, the Company issued 5,000 shares of its restricted common
stock to a  consultant.  The  Company has  recorded  $5,000 in  compensation  to
reflect this transaction.

     On June 16,  2000,  the Company  amended its articles of  incorporation  to
designate  Series II  Convertible  Preferred  Stock  ("Series  II"). The Company
authorized  8,500  shares of Series II stock,  $.01 par  value.  Series II stock
accrues preferred  dividends at 5% per annum and each share is convertible in to
approximately  588  shares of the  Company's  common  stock  based  upon a $1.70
conversion  price  where each  Series II share  converts  into a $1,000  unit of
common  stock.  The  conversion  price may be adjusted one year from the date of
issuance.  The  adjusted  conversion  price  would be the  lower of $1.70 or the
average of the closing  prices of the common stock for the ten-day period ending
one year from the date of issuance. Additionally, these shares have the right of
mandatory redemption ten years from the date of issuance.


                                      F-13
<PAGE>
     On August 16, 2000,  options to purchase 25,000 shares of restricted common
stock were exercised at $1.00 per share.

     On August 17, 2000,  with the approval of the  shareholders of the Company,
the  number of  authorized  common  shares  was  increased  from  20,000,000  to
40,000,000.

     On September  27, 2000,  the Company  issued  120,000  shares of restricted
common  stock to a  consultant  for services  rendered.  The Company  valued the
restricted common stock at $264,000 and recorded compensation expense.

     In  fourth  quarter  of 2000,  the  Company  issued  40,000  shares  of its
restricted  common stock to members of its board of directors and advisory board
as well as shares to an executive.  The Company recorded $94,125 in compensation
to reflect this issuance.


9.   CONVERTIBLE PREFERRED STOCK

     The Company is authorized to issue  1,000,000  shares of preferred stock at
 .001 par value,  the terms of which may be determined at the time of issuance by
the Board of Directors without further action by the  shareholders.  The Company
has designated  100,000 shares of convertible  preferred stock as Series I. Each
outstanding  share of Series I Preferred Stock is convertible into 330 shares of
common  stock  (increased  from  300 as a result  of the  September  1999  stock
dividend).  As of December 31, 2000 and 1999,  3,500 shares of such  convertible
preferred stock were issued and outstanding.


10.  STOCK OPTION PLAN

     In August  1999 the  Company's  stockholders  approved  the  adoption of an
Incentive  Stock  Option Plan ("1999  Option  Plan"),  which allows the Board of
Directors to grant  options to employees  and members of the Board of Directors.
The 1999 Option Plan  provides the Board of Directors the right to grant options
to purchase up to a total of 100,000  share of the Company's  common  stock.  On
August 17, 2000, with the approval of the shareholders of the Company the number
of shares  available  under the 1999 Option  Plan was  increased  to  1,000,000.
During fiscal year 2000,  84,810 options have been granted under the 1999 Option
Plan.  No options were  outstanding  as of December 31, 1999. As of December 31,
2000, 340,000 non-plan options were issued and outstanding.

     For disclosure  purposes in accordance with SFAS No. 123, the fair value of
each  stock  option  granted  is  estimated  on the date of the grant  using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions  used for stock options  granted  during the year ended December 31,
2000: annual dividends of $0.00, expected volatility of 128%, risk-free interest
rate of 5.7% and expected lives varying on the option agreement.


                                      F-14
<PAGE>
     If the Company  recognized  compensation cost for the vested portion of the
employee  stock option plan in  accordance  with SFAS No. 123, the Company's net
loss would have been  approximately,  ($4,330,000) and ($0.70) per share for the
year ended December 31, 2000. The value of the employee stock options not vested
is approximately  $29,000.  Such stock options  predominately vest over the next
four years.

     The following  tables  summarize the Company's fixed stock options activity
at December 31, 2000:

Employee and Director's Stock Options:
<TABLE>
<CAPTION>
                                              Options Outstanding                            Options Exercisable
                             ------------------------------------------------------    ---------------------------------
                                                     Weighted
                                                     Average            Weighted                             Weighted
                                                    Remaining           Average                              Average
                                  Number             Life (In           Exercise           Number            Exercise
                               Outstanding            Years)             Price           Exercisable          Price
                             -----------------    ---------------     -------------    ----------------    -------------
<S>                          <C>                  <C>                 <C>              <C>                 <C>
Outstanding at December
31, 1998                                    -                  -                 -                  -                 -
    Granted                           100,000                  -                 -                  -                 -
    Exercised                               -                  -                 -                  -                 -
    Expired or cancelled             (100,000)                 -                 -                  -                 -
Outstanding at December
31, 1999                                    -                  -                 -                  -                 -
    Granted                           200,000               9.55              1.00            180,000              1.00
    Exercised                               -                  -                 -                  -                 -
    Expired or cancelled                    -                  -                 -                  -                 -
                             -----------------                                         ----------------
Outstanding at December
31, 2000                              200,000                                                 180,000
                             =================                                         ================
</TABLE>
<TABLE>
<CAPTION>


                                      F-15
<PAGE>
Non-Employee Stock Options:

                                              Options Outstanding                            Options Exercisable
                             ------------------------------------------------------    ---------------------------------
                                                    Weighted
                                                     Average            Weighted                             Weighted
                                                    Remaining           Average                              Average
                                  Number             Life (In           Exercise           Number            Exercise
                               Outstanding            Years)             Price           Exercisable          Price
                             -----------------    ---------------     -------------    ----------------    -------------
<S>                          <C>                  <C>                 <C>              <C>                 <C>
Outstanding at December
31, 1998                                    -                  -                 -                   -                -
    Granted                            10,000                .50              2.27              10,000             2.27
    Exercised                               -                  -                 -                   -                -
    Expired or cancelled                    -                  -                 -                   -                -
Outstanding at December
31, 1999                               10,000                .50              2.27              10,000             2.27
    Granted                           211,000               3.06               .67             172,000              .70
    Exercised                         (25,000)                 -              1.00                   -                -
    Expired or cancelled                    -                  -                 -                   -                -
                             -----------------                                         ----------------
Outstanding at December
31, 2000                              196,000                                                  182,000
                             =================                                         ================
</TABLE>

     The  non-employee  stock options  outstanding  vest over the next year. The
compensation  expense  attributed to the issuance of these stock options will be
amortized over the next 12 months. The weighted average life of these options is
approximately three years.


11.      INCOME TAXES

     The  Company  accounts  for  income  taxes  under  Statement  of  Financial
Accounting  Standards No. 109,  "Accounting for Income Taxes" ("SFAS 109"). SFAS
109 requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and tax basis of
assets and  liabilities,  and for the expected  future tax benefit to be derived
from tax loss and tax credit  carryforwards.  SFAS 109 additionally requires the
establishment of a valuation  allowance to reflect the likelihood of realization
of deferred tax assets. At December 31, 2000 and 1999, a valuation allowance for
the full amount of the  deferred  tax asset was  recorded  because of  operating
losses  incurred and the  uncertainties  as to the amount of taxable income that
would be generated in the future years.

     The provision  (benefit) for income taxes differs from the amounts computed
by  applying  the  statutory  federal  income tax rate to income  (loss)  before
provision for income taxes is as follows:


                                      F-16
<PAGE>

                                                        December 31,
                                                ----------------------------
                                                     2000         1999
                                                -------------  -------------
  Taxes benefit computed at statutory rate      $ (1,239,000)  $   (429,000)
  Losses for which no tax benefit realized         1,239,000        429,000
                                                -------------  -------------
  Net income tax benefit                        $          -   $          -
                                                =============  =============

     The Company has a net operating loss carryforward for tax purposes totaling
approximately $3,941,000 at December 31, 2000 expiring through the year 2020.

     Listed below are the tax effects of the items  related to the Company's net
tax asset:


                                                        December 31, 2000
                                                        -----------------
  Tax benefit of net operating loss carryforward        $      1,537,000
  Valuation Allowance                                         (1,537,000)
                                                        -----------------
  Net deferred tax asset recorded                       $              -
                                                        =================


12.      SEGMENT INFORMATION

     The Company adopted  Statement of Financial  Accounting  Standards No. 131,
"Disclosures  about  Segments of an Enterprise  and Related  Information"  (SFAS
131").  SFAS 131  establishes  standards  for  reporting  information  regarding
operating  segments  in  annual  financial   statements  and  requires  selected
information  for those  segments to be  presented in interim  financial  reports
issued  to  stockholders.  SFAS  131  also  establishes  standards  for  related
disclosures  about  products  and  services,  and  geographic  areas.  Operating
segments are  identified as  components  of an enterprise  about which the chief
operating  decision maker or decision making group,  in making  decisions how to
allocate resources and assess performance. Prior to January 1, 2000, the Company
operated in principally one segment, its syrup products.  To date however,  with
the inclusion of the Company's  isotonic  refresher products it views that there
is  now  effectively  two  operating  segments.  Key  financial  information  by
operating  segment  for  December  31,  2000 and for the year  then  ended is as
follows:


                                      F-17
<PAGE>

<TABLE>
<CAPTION>
                                                                     Isotonic       Adjustments (1)         Consolidated
                                                     Syrup           Refresher
                                                 --------------    -------------    -----------------     -----------------
    <S>                                          <C>               <C>              <C>                   <C>
    Year Ended December 31, 2000:
    Net sales to unaffiliated customers       $        997,663  $        26,283  $                 -   $         1,023,946
    Interest income                                          -                -              159,234               159,234
    Interest expense                                         -                -              990,600               990,600
    Depreciation                                             -              394               18,891                19,285
    Segment loss                                     2,371,741          147,358            1,549,224             4,068,323
    Segment assets                                     411,983          214,503            5,536,599             6,163,085
    Long-lived asset expenditures                            -           17,046              138,167               155,213
</TABLE>

(1)      This column represents the amount of non-segment  information necessary
         to reconcile reportable segment information with consolidated totals.


13.  COMMITMENTS AND CONTINGENCY

     Commitments:

     Operating Leases - On October 3, 2000, the Company entered into a five year
lease for office  space.  The lease  commenced  on  November 1, 2000 and monthly
rental  payments  are  approximately  $5,256.  The  monthly  rent will  increase
approximately  3% per annum over the term of the lease. The future minimum lease
payments are as follows:

                 2001                          $         59,797
                 2002                                    61,591
                 2003                                    63,755
                 2004                                    67,245
                 2005                                    57,432
                                               ------------------
                                               $        309,820
                                               ==================

     Rent expense for the years ended December 31, 2000 and 1999 totaled $35,816
and $30,245 respectively.

     Employment Contracts:

     In November 1999, the Company entered into five-year employment  agreements
with  its two  senior  executives.  Such  agreements  call  for  initial  annual
compensation of $175,000 with an increase in the second year of the agreement to
$250,000. Any further salary increases will be at the discretion of the Board of
Directors.

     On March 15, 2000, the Company entered into an employment agreement with an
executive.  The agreement is for a term of two years with an annual compensation
of  $90,000.  Such  executive  will also be entitled to 1.5% of sales net of all
discounts, claims, allowances and bad debts. Additionally,  this individual will
be granted 5,000 shares of the Company's common stock after the thirtieth day of
employment,  such shares were  subsequently issued in November 2000 (see Note 8,
Stockholders' Deficiency).


                                      F-18
<PAGE>

     On October 2, 2000,  the Company  entered into an  agreement  with its vice
president  of  finance  for a term  of  one  year.  Under  the  agreement,  this
individual  will  receive a salary of $90,000  per year.  The  Company  also has
agreed to cover  reasonably  expected  benefits and to issue  20,000  options to
purchase  shares of the  Company's  common stock at $1.00 per share vesting at a
rate of 5,000 options per year commencing September 30, 2001.

     Consulting Agreements:

     On  October  1,  2000,  the  Company  entered  into a five year  consulting
agreement  with a consultant.  The  consultant  will provide sales and marketing
services.  The Company paid 100,000  upon signing this  agreement,  for services
previously  rendered,  and  will pay an  additional  $250,000  in equal  monthly
installments over the term of the agreement.

     On  November  7, 2000,  the  Company  entered  into a one-year  endorsement
agreement with a  professional  athlete.  This  agreement  gives the Company the
rights  to  utilize  this  individual's  likeness  in its  ChampionLyte  product
advertisements.  The individual  received  $60,000 and 10,000 options to acquire
shares of the Company's common stock. The cash portion was recorded as a prepaid
expense and will be amortized  over the term of the  agreement.  The options are
exercisable at $0.50 per share and the Company recorded approximately $20,100 in
deferred  compensation  that is  amortized  over the term of the  agreement.  At
December 31, 2000, the Company recorded approximately $13,300 in compensation in
relation to this agreement.

     Also, on November 7, 2000,  the Company  entered into a one-year  agreement
with a consultant for sports  marketing  services.  The Company paid $10,000 and
will issue to the consultant  28,000 options to purchase shares of the Company's
restricted  common stock at $0.50 per share.  These  options will be issued at a
rate of 7,000 options per quarter with the first 7,000 issued upon the execution
of the  agreement.  The Company has recorded  approximately  $60,000 in deferred
compensation to record the value of the options  issued,  such deferral shall be
expensed over the term of the  agreement.  At December 31, 2000, the Company has
recorded  compensation  of  approximately  $11,700  due to  this  agreement.  On
December 18, 2000, the Company entered into a one-year consulting agreement with
a public  relations firm.  Under this  agreement,  the consultant will receive a
$2,000 a month  retainer.  Additionally,  the  consultant  has  received  18,000
options to  acquire  shares of the  Company's  common  stock.  The  options  are
exercisable  at $0.50 per share and vest ninety days after the date of issuance,
and the Company has recorded  approximately $19,000 in deferred compensation and
$3,000 in compensation expense.


                                      F-19
<PAGE>

     Royalty Agreements

     Pursuant to various  agreements,  the Company is obligated to pay royalties
for use of  certain  licensed  amounts  based  upon a  percentage  of net sales,
subject to an annual minimum guaranteed royalty. Future minimum royalty payments
under all noncancellble agreements as of December 31, 2000 are as follows:

                         2001                  $          65,000
                         2002                             80,000
                         2003                            100,000
                         2004                            115,000
                         2005                            130,000
                      Thereafter                         495,000
                                                   --------------
                                               $         985,000
                                                   ==============

     Contingency:

     The Company is currently  the defendant in an action  currently  pending in
the Circuit  Court of Palm Beach  County,  Florida.  The  plaintiff is seeking a
finders fee related to the U.S. Bancorp financing transaction that took place in
June 2000.  The amount  sought is $50,000 plus 200,000  shares of the  Company's
common stock.  The Company denies any liability for the claim and on December 7,
2000 the Court granted the Company's  motion for summary  judgment;  the case is
currently  under  appeal.  The Company  believes  the suit is without  merit and
intends to defend its position vigorously.


14.  SUBSEQUENT EVENT

     On January 10, 2001,  U.S.  Bancorp  converted the $8,000,000  note it held
along  with all  accrued  interest  into 8,230  shares of Series II  Convertible
Preferred Stock (See Note 7).


                                      F-20
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
        ON ACCOUNTING AND FINANCIAL DISCLOSURE.

         On January 18, 2001,  the Board of Directors of Meridian USA  Holdings,
Inc.  (the  "Company")  approved  the  dismissal  of  Feldman  Sherb & Co.,  P.C
("Feldman Sherb") as its independent  accountants and auditors of record for the
financial statements as of and for the year ended December 31, 2000.

         The reports of Feldman Sherb on the Company's financial  statements for
the years ended  December 31, 1999 and 1998 did not contain any adverse  opinion
or disclaimer  of opinion and were not qualified or modified as to  uncertainty,
audit scope or accounting principles.

         In connection with the audits of the Company's financial statements for
the fiscal years ended  December  31, 1999 and  December  31,  1998,  and in the
subsequent interim periods,  there were no disagreements between the Company and
Feldman  Sherb on any matters of accounting  principles or practices,  financial
statement disclosure, or auditing scope and procedures which, if not resolved to
the  satisfaction  of Feldman  Sherb,  would have caused  Feldman  Sherb to make
reference to the matter in their reports.

         On January 18, 2001, the Board of Directors of the Company approved the
engagement of Radin,  Glass & Co., LLP ("Radin Glass") of New York, New York, to
replace Feldman Sherb as the Company's independent auditors. The Company had not
retained  Radin  Glass  during  any of the  previous  years  to  consult  on the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the  Company's  financial  statements or on any matter that was the subject of a
disagreement  with  the  prior  accountants  or a  reportable  event  under  the
Securities laws.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
           AND CONTROL PERSONS

(a)      Executive Officers and Directors.
         --------------------------------

         Our  current  executive  officers  and  directors  and  their  ages and
positions as of March 15, 2001, are as follows:

  NAME                    AGE          POSITION
  ----                    ---          --------
  Alan Posner             55           Chief Executive  Officer, Chief Financial
                                       Officer, Secretary and Director
  Mark Streisfeld         51           President, Director
  Joel Flig(1),(2)        47           Director
  Gene Kreuscher          58           Director
  Steven Kreuscher        36           Senior Vice President - Sales
  David Ravich            72           Director
  Ronald Shapss(2)        54           Director
  Christopher Valleau     30           Vice President - Finance
 ---------------------
 (1) Member of Audit Committee
 (2) Member of Compensation Committee


                                       13
<PAGE>
         The principal  occupation,  title and business experience of Meridian's
executive officers and directors during the last five years, including the names
and locations of employers, is indicated below:

         ALAN POSNER was elected as CEO,  Secretary and Chairman of the Board of
Directors on February 24, 1999.  Prior to that he was  co-founder and has served
as  CEO/Secretary/Treasurer  of The  Old  Fashioned  Syrup  Company,  Inc.,  its
subsidiaries  and  predecessors  since 1994.  From 1973 to 1985,  Mr. Posner was
employed in various professional and administrative capacities, including having
served as the Senior  Associate  Administrator  at  Brookdale  Hospital  Medical
Center in Brooklyn,  New York.  From 1985 to 1993, he was a principal of Medical
Care Administration,  Inc. and Healthrac, Inc., multi-service medical providers,
medical  management  and consulting  firms.  From 1991 to 1994, Mr. Posner was a
member of the New York City Mayor's  Advisory  Committee for  Emergency  Medical
Services.  He is a member of the American College of Health Care Administrators,
the  American  Public  Health  Association  and the  New  York  Association  for
Ambulatory  Care. Mr. Posner received dual Bachelor of Science degrees  (Biology
and Nursing) in 1971 and a Masters of Science in Health Care  Administration  in
1973 from the State University of New York at Stony Brook.  From 1965 to 1968 he
served in the U.S. Naval Hospital Corps.

         MARK  STREISFELD  was  elected as  President  and  Director on February
24,1999.  He was co-founder  and has been  president of The Old Fashioned  Syrup
Company,  Inc., its subsidiaries and predecessors since 1994. From 1976 to 1989,
Mr. Streisfeld operated a retail electronics  business in Monticello,  New York,
which he  founded.  From 1989 to the  present,  Mr.  Streisfeld  has  operated a
multi-faceted  jewelry enterprise in Monticello,  founded by him and his family.
From 1973 to 1976 he was an elected trustee of the Village of Monticello.  Since
1985 Mr.  Streisfeld has been a Rated Jeweler by the Jewelers Board of Trade and
a member of the Advertising  Specialties Institute.  He is currently a member of
the  Sullivan  County (NY)  Chamber of  Commerce,  the  Sullivan  County  Action
Committee  and the Board of  Directors  of the New Hope  Community  for Retarded
Adults (Sullivan County, NY).

         JOEL FLIG, a director of Meridian  since  August  1999,  is the founder
(1989) and CEO of Financial  Solutions  Group,  Ltd.,  a New York based  company
engaged  nationwide  in  placement  of  senior  debt.  Since  1998 he has been a
director of Sparta Surgical Supply Co. Prior to his current business entity, Mr.
Flig was a member of the Board of  Directors  and  Executive  Vice  President of
Aspen  Financial,  Inc. (a bank holding company) and from 1981 to September 1988
he was First Vice  President  of Union  Chelsea  National  Bank (NY).  From 1977
through  May 1981 he served in a variety of  executive  capacities  at  Republic
National Bank (NY) and began his banking  career in the  Management  Development
program at Chase Manhattan Bank (NY) in 1974. Mr. Flig received a B.B.A.  degree
in 1977  from  the  Bernard  Baruch  College  of the City of New  York,  and his
MBA-Finance from St. John's University (NY).

         GENE  KREUSCHER  was elected to the Board of Directors in February 2001
by the  Directors  to  fill  a  vacancy.  He  will  stand  for  election  by the
stockholders at the 2001 Annual Meeting of Stockholders.  Mr. Kreuscher has also
been  engaged  by the  Company  to  directs  its plans to  develop  and market a
chocolate  drink product.  Prior to joining the Company,  Mr.  Kreuscher was the
former  president  of the soft drink  division of Austin  Nichol's & Company,  a
subsidiary of French-based  Pernod Ricard. That division was responsible for the
manufacturing,  distribution,  sales and  marketing of Yoo-Hoo and Orangina soft
drinks. Prior to joining Yoo-Hoo, Mr. Kreuscher held various executive positions
with Canada Dry, C&C Cola and Kirsch/No-Cal Beverages, Inc.

         STEVEN  KREUSCHER  joined  the  Company  in  March  2000 as Senior Vice
President  of Sales.  Prior to joining  the  Company,  Mr.  Kreuscher  served in
increasingly  responsible positions at Yoo-Hoo Chocolate Beverage Company/Austin
Nichols & Co., Soft Drinks from 1986 until 1999. While representing Yoo-Hoo, Mr.
Kreuscher  was promoted from  District  Sales Manager NY/NJ to Divisional  Sales
Manager Northeast to National Accounts Manager.  Mr. Kreuscher  received his MBA
in 1997 at Dowling  College  (NY).  In 1986,  he  received a Bachelor of Science
degree in marketing from St. John's University (NY). Mr. Kreuscher is the son of
Gene Kreuscher.

         DAVID RAVICH has been a member of the Board of  Directors  since August
2000.  He has been a  practicing  attorney in New Jersey  since 1954.  From 1966
until his recent  retirement,  he was the senior and founding partner of Ravich,
Koster,  Tobin,  Oleckman,  Reitman & Greenstein,  P.A.,  located in Rahway, New
Jersey.  Mr. Ravich  received his  undergraduate  degree from the  University of
Pennsylvania and his law degree from the Rutgers University School of Law.


                                       14
<PAGE>

         RONALD SHAPSS, a director of Meridian since August 1999, is the founder
of  Ronald  Shapss  Corporate  Services,   Inc.  (RSCS)  a  company  engaged  in
consolidating  fragmented  industries  since  1992.  RSCS  was  instrumental  in
facilitating  the  roll-up  of  several  companies  into such  entities  as U.S.
Delivery, Inc. and Consolidated Delivery & Logistics,  Inc . Mr. Shapss was also
the founder of Coach USA, Inc.  and,  from 1997 to 1999,  served on the advisory
boards of  Consolidated  Partners  Founding Fund,  LLC and 1+ USA,  Inc.,  which
founded Advanced  Communications Group, Inc. (now  Worldpages.com),  an Internet
directory  whose  shares trade on the New York Stock  Exchange.  From 1997 until
1999,  he was a  consultant  and a member of the Board of Directors of Frontline
Communications Corporation (NASDAQ: FCC). Mr. Shapss is a member of the New York
Bar, having graduated from Brooklyn Law School.

         CHRISTOPHER VALLEAU  joined the  Company as Vice  President-Finance  in
October 2000.  Immediately  prior to that, he was a Senior Staff  Accountant for
the New York and Florida-based  certified public accounting firm, Feldman, Sherb
& Co., P.C., for whom he managed the Florida client base, including Meridian. He
had joined  Feldman Sherb as a staff  accountant in 1997.  Prior to that, he had
been Assistant Controller  (1994-1996) and Controller (1996-1997) of Ocean World
Lines,  Inc.  in New York  City.  Mr.  Valleau is a  licensed  Certified  Public
Accountant  in New York.  He  received a Bachelors  of  Business  Administration
degree from Pace University (Pleasantville, New York).

(b)      Board of Directors.
         ------------------

         Directors  of the Company are elected  annually to serve until the next
annual meeting of shareholders and until their successors have been duly elected
and qualified.  Executive officers are appointed by, and serve at the discretion
of, the Board of Directors for a term beginning  after the first regular meeting
of the Board of Directors following the annual meeting of shareholders and until
their respective successors are duly appointed and qualified.

         There are no  family  relationships  between  any  director,  executive
officer,  or person  nominated  or chosen by the Company to become a director or
executive officer.

         During the fiscal  year ended  December  31,  2000,  there were two (2)
meetings of the Board of Directors.

(c)      Board Committees.
         ----------------

         Audit Committee.  The Audit Committee was created in May 2000, with the
responsibility of recommending to the Board of Directors the auditing firm to be
selected each year as independent auditors of the Company's financial statements
and to perform  services  related to the  completion  of such  audit.  The Audit
Committee  also has  responsibility  for: (i) reviewing the scope and results of
the audit with the independent auditors;  (ii) reviewing the Company's financial
condition  and  results  of  operations  with  management  and  the  independent
auditors;  (iii) considering the adequacy of the Company's  internal  accounting
and control  procedures;  and (iv) reviewing any non-audit  services and special
engagements  to be performed by the  independent  auditors and  considering  the
effect  of  such  performance  on  the  auditors'  independence.  The  Committee
currently consists of Messrs. Flig and one vacancy.

         Compensation  Committee.  The Compensation Committee was created in May
2000, with  responsibility  for reviewing and advising the Board with respect to
executive compensation affecting corporate officers subject to Section 162(m) of
the Internal Revenue Code and such other executives as the Company's  management
may deem appropriate.  The Committee also has  responsibility for administration
of the 1999 Stock Incentive Plan and compensation  intended as performance-based
compensation  under the Code. The Committee also has the  responsibility  to fix
all salaries,  grant all stock options and approve all employment agreements for
executives who are, or are expected to become,  subject to Section  162(m).  The
Committee currently consists of Messrs. Flig and Shapss.


                                       15
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

(a)      Compensation.
         ------------

The following  table sets forth,  for the Company's last fiscal year, the annual
and long-term  compensation of those persons who were, at December 31, 2000, the
Executive Officers of the Company.

<TABLE>
<CAPTION>
                                               Annual Compensation                    Long Term Compensation
                                                                                                     All Other
Name and Principal Position       Fiscal Year        Salary      Bonus ($)      Options (#)        Compensation
---------------------------       -----------     -----------    ---------      -----------        ------------

<S>                                <C>         <C>              <C>             <C>                <C>
Mark Streisfeld, President              2000        $133,334           -0-          50,000             $49,500


Alan Posner, CEO and Chairman           2000        $133,334           -0-          50,000             $49,500


All Directors and Executive
Officers as a Group (6 persons)         2000        $266,668           -0-         180,000              $4,500
</TABLE>

(b)      Director Compensation.
         ---------------------

         Directors  of the  Company  received  a fee of $1,500 for each Board of
Directors  meeting attended in 2000. In addition,  Directors were reimbursed for
any of their travel expenses to and from such meetings.

         Compensation  Committee Interlocks and Insider  Participation.  None of
our  executive  officers has served as a member of a  compensation  committee or
board of directors of any other entity,  which has an executive  officer serving
as a member of the board of directors.


(c)      Ongoing Plans or Arrangement.
         ----------------------------

         1.       Stock Option Plan.

                  In August 1999,  Meridian  adopted an  Incentive  Stock Option
Plan.  Under the Plan, the Board is authorized to issue up to 100,000 options to
purchase Meridian's stock to its employees, directors, consultants and agents in
each year during the term of the Plan. On August 17, 2000,  with the approval of
the  shareholders  of the Company the number of options to be granted  under the
Plan was  increased  to  1,000,000.  The options  granted  under the Plan may be
qualified or non-qualified. 411,000 options were granted under the Plan in 2000.
In 2000,  Meridian agreed to issue 20,000 options per year for five (5) years to
each of Mark  Streisfeld  and Alan Posner in  connection  with their  employment
contracts, with the first Installment to be issued on October 31, 2000.

         2.       Employment Contracts.

                  Meridian  has  entered  into  employment  contracts  with  the
following individuals:


                  (i)      Alan Posner

                           In January 2000, the Company  entered into a four (4)
year employment  contract with Alan Posner to serve as Chief Executive  Officer.
Under the  Agreement,  Mr.  Posner  receives a base salary of $125,000  per year
through  October 31,  2000,  $175,000  per year from  November  1, 2000  through
October 31, 2001 and $250,000 per year from November 1, 2001 through October 31,
2004. Pursuant to a separate  agreement,  Mr. Posner has agreed to defer $75,500
of compensation due to him in 1999 to 2000. In addition,  Meridian has agreed to
issue Mr. Posner a total of 100,000 stock options under its 1999 Incentive Stock
Option  Plan in five (5)  equal  annual  installments  of 20,000  options  each,
commencing October 31, 2000.


                                       16
<PAGE>
                  (ii)     Mark Streisfeld

                           In January 2000, the Company  entered into a four (4)
year employment  contract with Mark Streisfeld to serve as its president.  Under
the  Agreement,  Mr.  Streisfeld  receives a base  salary of  $125,000  per year
through  October 31,  2000,  $175,000  per year from  November  1, 2000  through
October 31, 2001 and $250,000 per year from November 1, 2001 through October 31,
2004.  Pursuant  to a separate  agreement,  Mr.  Streisfeld  has agreed to defer
$75,500 of  compensation  due to him in 1999 to 2000. In addition,  Meridian has
agreed to issue Mr.  Streisfeld a total of 100,000  stock options under its 1999
Incentive  Stock  Option Plan in five (5) equal  annual  installments  of 20,000
options each, commencing October 31, 2000.

                  (iii)    Steven Kreuscher

                           On  March  15,  2000,  the  Company  entered  into an
agreement with Steven Kreuscher as vice president of sales for a term of two (2)
years.  Under the Agreement,  Mr. Kreuscher will receive a salary of $90,000 per
year plus sales  commissions  of 1% of net  shipments by the Company  during the
term of his  employment.  Meridian  has also  agreed to  provide  an  automobile
expense  allowance and to issue Mr.  Kreuscher  5,000 shares of its Common Stock
upon completion of the 30th day of his employment.


                  (iv)  Christopher Valleau

                           On October  2,  2000,  the  Company  entered  into an
agreement with Christopher Valleau as vice  president-finance  for a term of one
(1) year.  Under the  Agreement,  Mr.  Valleau  receives a salary of $90,000 per
year. The Company has also agreed to provide an automobile expense allowance and
to issue Mr. Valleau 20,000 stock options, vesting 5,000 options per year.

                  (v)   Gene Kreuscher

                           On February  1, 2001,  the  Company  entered  into an
agreement with Gene Kreuscher as Project Director for the Company's proposed new
chocolate  drink  product.  The  Agreement is terminable at any time upon thirty
(30) days written notice.  Under the Agreement,  Mr. Kreuscher receives a salary
of $5,000 per month,  plus options to purchase  50,000  shares of the  Company's
common  stock at $0.01 per  share.  Mr.  Kreuscher  will  perform  his  services
primarily out of is own office in Bohemia, New York.

(d)      Report on Repricing of Options/SARS.
         -----------------------------------

         Meridian has not repriced any options or stock appreciation rights.


                                       17
<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
         OWNERS AND MANAGEMENT.

         The following table provides information as of March 15, 2001 as to the
ownership  of common  stock by: (i) each  person  known by the Company to be the
beneficial  owner of five (5%)  percent or more of the common  stock;  (ii) each
director and nominee for  election as a director of the  Company;  (iii) each of
the Company's executive officers;  and (iv) all directors and executive officers
of the Company as a group:


<TABLE>
<CAPTION>

                                                                             Shares of Common
                            Number of Shares                                 Stock Obtainable
                            of Common stock          Percent of Common      Under Stock Options
Name and Title of            Beneficially            Stock Beneficially         Currently            Exercise of
Shareholder                     Owned(1)                   Owned              Outstanding(2)        Stock Options
-----------------           ----------------         ------------------     -------------------     -------------
<S>                         <C>                      <C>                    <C>                         <C>
Alan Posner(3)
(CEO and Director)                1,000,291                17.5%                  70,000                   $1.00

Mark Streisfeld(5)
(President and Director)          1,112,791                17.5%                  70,000                   $1.00
Paul Galant (7)
(Director)                          335,000                 5.3%                  25,000                   $1.00
Joel Flig(8)
(Director)                            5,000                  -0-                   5,000                   $1.00
Ronald Shapss(9)
(Director)                          225,972                 3.5%                  50,000                   $1.00
David Ravich(10)
(Director)                            5,000                  -0-                     -0-                      -0-
Gene Kreuscher(12)
(Director)                            5,000                  -0-                  50,000                   $0.01

Steven Kreuscher(13)
(Sr. Vice Pres. - Sales)              5,000                  -0-                     -0-                      -0-

Christopher Valleau(11)
(Vice Pres. - Finance)                   -0-                 -0-                  20,000                   $1.00

All Directors and Officers
as a Group (8 Persons)            2,694,054                                      265,000

---------------------------------------
</TABLE>
(1) Unless otherwise indicated, the persons or entities identified in this table
have sole  voting  and  investment  power with  respect  to all shares  shown as
beneficially held by them, subject to community property laws where applicable.

(2) All Stock Options expire on May 1, 2010. The options for Messrs.  Streisfeld
and Posner include  20,000  incentive  stock options  issuable as of October 31,
2000 under their employment agreements which were not issued until 2001.

(3) The address for Mr. Posner is c/o Meridian USA Holdings, Inc., 1356 N.W. 2nd
Avenue, Boca Raton, FL 33432.

(4) Excludes 577,500 shares of common stock  which are  issuable  to Mr.  Posner
upon  conversion  of his 1,750  shares of Series I Preferred Stock.


                                       18
<PAGE>
(5) The address for Mr. Streisfeld is c/o Meridian USA Holdings, Inc., 1356 N.W.
2nd Avenue, Boca Raton, FL 33432.

(6) Excludes 577,500 shares of common stock which are issuable to Mr. Streisfeld
upon conversion of his 1,750 shares of Series I Preferred Stock.

(7) The address for Mr. Galant is 470 N.E. 25th Terrace, Boca Raton, FL 33431.

(8) The address for Mr. Flig is 160 East 61st Street, New York, NY 10021.

(9) The address for Mr. Shapss is 75 Montebello Road, Suffern, NY 10901-3746.

(10)The address for Mr. Ravich is 3827 Red Maple Circle, Delray Beach, FL 33445.

(11)The address  for  Mr. Valleau is 8761 Wiles Road, 17-201, Coral Springs,  FL
33067.

(12) The address for Gene Kreuscher is 69 Kenwood Road, Bohemia, NY 11716.

(13) The address for Steve Kreuscher is 3 East Park, Bayport, NY 11715.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
             TRANSACTIONS

         Meridian has no relationships or transactions  required to be disclosed
pursuant to this Item.


ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(a)      The  following  documents  are  filed  as exhibits to this registration
         statement:

         EXHIBIT  DESCRIPTION

         3.1   Articles of Incorporation, as amended.*
         3.2   By-Laws.*
         10.1  Employment Agreement dated October 2, 2000 between Christopher A.
               Valleau and Meridian USA Holdings, Inc.*
         10.2  Stock Option Agreement dated October 2, 2000 between  Christopher
               A. Valleau and Meridian USA Holdings, Inc.*
         10.3  Consulting Agreement dated September 6, 2000 between MarketVoice,
               Inc. and Meridian USA Holdings, Inc.*
         10.4  Lease Agreement dated November 1, 2000  between  D&H  Partnership
               and Meridian USA Holdings, Inc.*
         10.5  Agreement  dated  February  1, 2000 between United Sports Fans of
               America and ChampionLyte, Inc.*
         10.6  Supplier  Agreement  dated July 12, 1999 between  Beverage House,
               Inc., and The Old Fashioned Syrup Company, Inc.*
         10.7  Loan agreement dated May 11, 2000, between U.S. Bancorp Libra and
               Meridian USA Holdings, Inc.*
         10.8  Securities  Purchase  Agreement  dated  June  16,  2000   between
               Meridian USA Holdings,  Inc. and U.S.  Bancorp Investments, Inc.*
         10.9  Registration   Rights  Agreement  dated  June  16,  2000  between
               Meridian USA Holdings, Inc. and U.S. Bancorp Investments, Inc.*
         10.10 Investor  Rights Agreement dated June 16, 2000  between  Meridian
               USA  Holdings,  Inc.  and U.S.  Bancorp Investments, Inc.*

                                       19
<PAGE>
         10.11 Securityholders  Agreement  dated June  16,  2000 among  Meridian
               USA  Holdings,  Inc., Alan  Posner, Mark Streisfeld, Paul Galant,
               Joel Flig, Ronald Shapss and U.S. Bancorp Investments, Inc.*
         10.12 Employment Agreement  dated  January 2000 between Mark Streisfeld
               and Meridian USA Holdings, Inc.*
         10.13 Employment  Agreement  dated January 2000 between Alan Posner and
               Meridian USA Holdings, Inc.*
         10.14 Employment Agreement dated March 15, 2000 between Steve Kreuscher
               and Meridian USA Holdings, Inc.*
         10.15 Employment Agreement dated February 1,2001 between Gene Kreuscher
               and Meridian USA Holdings, Inc.**
         10.16 Amended and Restated  License  Agreement dated September 24, 1999
               between  Cumberland  Packing Corp.  and  The Old  Fashioned Syrup
               Company, Inc.*
         10.17 Agreement  dated  June  1999  between Francis Anthony and The Old
               Fashioned Syrup Company, Inc.*
         21.1  Subsidiaries of Meridian USA Holdings, Inc.*
         23.1  Consent of Feldman Sherb & Company,P.C.,independent accountants.*
----------------------
*        Previously  filed.
**       Filed  herewith.

(b)      Reports on Form 8-K.
         -------------------

         No Current  Reports on Form 8-K were  filed by the  Company  during the
last quarter of fiscal year 2000.




                                       20
<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,
thereto duly authorized on the 30th day of March, 2001.

                                      MERIDIAN USA HOLDINGS, INC.


                                      By:/s/Mark Streisfeld
                                         ---------------------------------------
                                         Mark Streisfeld, President and Director

         In accordance  with the Exchange Act, this report has been signed below
by the following  persons on behalf of the  registrant and in the capacities and
on the 30 day of March, 2001.

Principal Executive Officer:

/s/Mark Streisfeld
----------------------------------
Mark  Streisfeld
President and Director

/s/Christopher A. Valleau
----------------------------------
Christopher A. Valleau
Principal Financial Officer and
Principal Accounting Officer

/s/Alan Posner
----------------------------------
Alan Posner
Secretary, Chief Executive Officer
and Director

/s/Joel Flig
----------------------------------
Joel Flig
Director

/s/Gene Kreuscher
----------------------------------
Gene Kreuscher
Director

/s/David Ravich
----------------------------------
David Ravich
Director

/s/Ronald Shapss
----------------------------------
Ronald Shapss
Director


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