SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                 Annual Report Under Section 13 or 15(d) of the

                         SECURITIES EXCHANGE ACT OF 1934

            [X]          ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                              For Fiscal Year Ended
                                December 31, 2002

                              Commission File #0-28223


                           CHAMPIONLYTE PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

                                    Florida

         (State or other jurisdiction of incorporation or organization)

                                   65-0510294
                      (IRS Employer Identification Number)

       2999 NE 191st Street, Penthouse 2, North Miami Beach, Florida 33180
               (Address of principal executive offices )(Zip Code)

                                  (305)789-6621
                (Registrant's telephone no., including area code)

(Former name, former address and former fiscal year, if changed since last
report)

Securities registered pursuant to Section 12(b) of the Act: None

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

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B not contained in this form, and no disclosure will be contained,
to the best of the 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. ( )

Revenues for year ended December 31, 2002: $ 266,366

Aggregate market value of the voting common stock held by non-affiliates of the
registrant as of March 27, 2003, was: $465,952

Number of shares of the  registrant's  common stock  outstanding as of March 27,
2003 is:

Transfer Agent as of March 27, 2003:

                     Florida Atlantic Stock Transfer
                     7130 Nob Hill Road
                     Tamarac, Florida 33321







PART I

ITEM 1.  DESCRIPTION OF BUSINESS

We are 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. As set forth herein, we no longer own a majority interest in the
Syrup Company. In the third quarter of 2000, we introduced a sugar-free,
fat-free and additive-free isotonic refresher drink under our own trademark,
Champion Lyte(R).

The Formation of Our Business.

       1. ChampionLyte Products, Inc.

Meridian 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
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.

On December 3, 1999, Meridian changed its name to Meridian USA Holdings, Inc. On
October 1, 2001, the Company changed its name to ChampionLyte Products, Inc.

The Company's primary product, ChampionLyte is the first completely sugar-free
entry into the isotonic sports drink market. The Company recently reformulated
the sports drink with the sweetener Splenda(R), the trade name for Sucralose
produced by McNeil Nutritionals, a Johnson & Johnson company. ChampionLyte(R)
will continue to have no label warnings. The products that currently dominate
the market have between 33 and 38 grams of sugar and up to 150 calories in a 20
ounce bottle. ChampionLyte(R), which is available in lemon-lime, orange, grape,
fruit punch, pink lemonade and blue raspberry, is the only "no guilt" sports
drink with the benefits of electrolyte replacement without sugar, fat, calories
or carbohydrates. ChampionLyte(R) is currently available at a limited number of
the nation's mass-market retail locations as well as a limited number of
governmental institutions.

The major advantage of ChampionLyte(R) is that it replaces electrolytes,
especially after exercise, without the ingredients, which would cause weight
gain - particularly sugar. For example: if a man or woman runs on a treadmill
for 30 minutes they would burn about 150 calories. By drinking one of the
popular major brand sports drinks that contain 33 to 37 grams of sugar (that's
33 to 37 individual one-gram packs of sugar) after working out on the treadmill,
they would either cancel out the calories they just burned off, or actually gain



more calories than burned during the workout. The Company's goal is to
accelerate its sales efforts to a variety of outlets, both retail and
institutional, that have the capacity to put the Company in a cash-flow positive
situation as quickly and cost efficiently as possible.

Since its inception on August 14, 1994, the Company has incurred significant
operating losses. The Company has limited assets on hand and will be unable to
sustain operations for a prolonged period of time unless it receives additional
funding. The Company has received and will continue to receive some short term
financing. However, because of the existing liabilities already incurred by the
Company, the Company will have to obtain additional capital or generate
additional revenue in order to continue operations. The Company is actively
engaged in pursuing additional sources of capital. However, the Company's
management has indicated that if it is unable to successfully raise additional
capital or it is unable to generate additional revenue in the near future, the
Company may cease operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

The new management of the Company has already severely cut overhead, including
the downsizing and moving of its corporate headquarters and is currently
negotiating with the Company's various creditors. Until the Company's working
capital improves, the Company has significantly reduced its spending on
marketing and advertising, as well as budgeting additional cost cutting measures
to ensure that its working capital may be sufficient to continue to carry out
its business plan. The Company continues to expect to be able to maintain
operations as its attempt to cut expenses and negotiate with its creditors. In
the event the Company is unable to obtain additional financing in the coming
months or negotiate a settlement with its creditors, the Company will have to
curtail operations significantly or possibly cease operations.

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 the
Company, 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 the
Company.

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(R). 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 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.

On November 27, 2002, Alan Posner, the previous Chief Executive Officer and
Chairman of the Board of Directors of the Company entered into a promissory note
("Note") with InGlobalVest, Inc. ("InGlobalVest") in which the Company received
$15,000 which was payable on December 13, 2002 at a 10% interest rate. Such Note
was entered into without the approval of the Board of Directors and allowed
InGlobalVest to receive a 66 2/3% interest in the Company's wholly owned



subsidiary, The Old Fashioned Syrup Company, Inc. ("Syrup Company") upon default
of the Note. The Company subsequently defaulted on the Note on or about December
14, 2002 and InGlobalVest took the shares of the Syrup Company as well as the
books and records of the Syrup Company from the previous corporate counsel of
the Company. The issuance of the Note and subsequent release of the interest in
the Syrup Company may be deemed to be a breach of the terms of the Preferred
Stock. The terms of the Security Holder Agreement attached to the Preferred
Stock does not allow the Company to incur indebtedness, the sale of assets or
the creation of liens on the Company's assets without the consent of the holders
of the Preferred Stock.

Since the Company failed to receive the consent of US Bancorp., the holder of
the Preferred Stock at the time the Note was entered into, the Company may be in
default under the terms of the Preferred Stock. In addition, the new management
of the Company has been advised that the Company received offers from several
potential investors to pay this debt and avoid the default of the Note. In
addition, the past management of the Company failed to file a Form 8-K
disclosing the Note and the subsequent transfer of the Syrup Company which was a
material asset of the Company. The new management of the Company is currently
exploring all of its legal options with regard to this matter to determine the
best course of action to protect the shareholders of the Company.

ITEM 2. DESCRIPTION OF PROPERTY

We presently sublease approximately 800 square feet of space at 2999 NE 191st
Street, Penthouse 2, North Miami Beach, Florida on a month to month basis for
$1,750 per month.

ITEM 3.  LEGAL PROCEEDINGS

Sarah Lee Global Finance LLC v. Championlyte Products, Inc., etal. In November
2001, Sara Lee Finance, LLC ("Sara Lee") commenced an action in United States
District Court for the Middle District of North Carolina against the Company
seeking to enjoin the Company from infringing Sara Lee's "Champion" trademark.
Simultaneously, Sara Lee commenced a proceeding in the U.S. Patent & Trademark
Office to cancel the Company's trademark registration for the mark Champion
Lyte. Sara Lee claims that the Company's use of the Champion Lyte trademark for
its dietary refresher drink infringes Sara Lee's Champion trademark used for
various sporting goods and clothing. The parties to this case are in the process
of negotiating a settlement to this action pursuant to which the Company will
assign the Champion Lyte trademark to Sara Lee and Sara Lee would grant an
exclusive license of the Champion Lyte trademark for dietary refresher drinks
back to the Company. The terms of that license have not yet been finalized, but
will include minimum royalties, an initial term of five (5) years and four
renewal terms of (5) years each.

Champion Performance Products, Inc. d/b/a Champion Nutrition v. ChampionLyte.
Inc. In August 2002, Champion Performance Products commenced the above
referenced cancellation proceeding in the U.S. Patent and Trademark Office
against ChampionLyte, Inc., in which the petitioner seeks to cancel the
Company's registration for its Champion Lyte trademark. The Company strenuously
denies the claim on the ground that there is no likelihood of confusion between



the Company's mark and the marks if the petitioner. The proceeding is in its
earliest stages and no prediction can b made as to its outcome.

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

NONE










PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

On March , 2003, there were approximately shareholders of record of our common
stock. Based on information received from brokers and others in fiduciary
capacities, we estimate that the total number of shareholders of our common
stock exceeds . Our shares of common stock are currently traded on the OTC
Electronic Bulletin Board under the symbol "CPLY."

From inception until December 13, 1999, the 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. In connection with the
name change to ChampionLyte Products, Inc., we changed our trading symbol to
CPLY. The following table sets forth the high and low bid prices for the common
stock since the first quarter of 2000.

YEAR     QUARTER            HIGH             LOW

2000     First             2.8125           1.4375
2000     Second            3.0625           1.0313
2000     Third             3.25             1.5
2000     Fourth            2.4375           1.5
2001     First             2.3125           1.375
2001     Second            2.07             0.51
2001     Third             1.48             0.52
2001     Fourth            1.05             0.51
2002     First             0.85             0.40
2002     Second            0.70             0.35
2002     Third             0.45             0.12
2002     Fourth            0.45             0.04

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

DIVIDENDS

We paid no dividends with respect to our common stock during 2001 and have no
current intention to pay any dividends.









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

Forward-Looking Statements
--------------------------

Forward-Looking Statements
--------------------------

Forward-looking statements, based on management's current views and assumptions,
are made throughout the Management's Discussion and Analysis and elsewhere in
this report to stockholders. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results and those presently anticipated or projected. Among the
factors that may affect operating results are the following: success of the
Company's change in focus, competitive environment, and general economic
conditions.

Results of Operations (exclusive of discontinued operations)
------------------------------------

                                    Years Ended December 31,
                                 2002                      2001
                                 ----                      ----

     Net Sales             $ 266,336                $        368,631

     Cost of Goods Sold      165,909                         221,179

     Gross Profit            100,427                         147,452

     Selling, General and
     Administrative
     Expenses               1,954,761                      4,153,599

Revenues from operations during the year ended December 31, 2002 were $266,336,
as compared to $368,631 for the year ended December 31, 2001. The decrease in
sales was due to the decline in the Company's ability to market its products.

Selling, general and administrative expenses decreased to $1,954,761 for the
year ended December 31, 2002 as compared to $4,153,599 for the year ended
December 31, 2001. This decrease is almost entirely a result of a large
reduction in marketing and advertising expenses.

Liquidity
------------------------

                                      Year Ended December 31,
                                     2002                 2001
                                     ----                 ----
     Net Cash (Used in)
         Provided by Operations   $   (950,132)   $    (3,410,540)

     Working Capital (deficiency) $   (1,016,803)   $       882,272









Net cash flows from operations increased from $(3,410,540)during the year ended
December 31, 2001 to $(950,132) during the year ended December 31, 2002. This
decrease was primarily due to the decrease in marketing and advertising
expenses.

The Company had a working capital deficit of $1,016,803 as of December 31, 2002
as compared to a working capital surplus of $882,272 as of December 31, 2001.
This decline in working capital deficit is due to the Company's continuing
losses from operations.

Future Outlook
--------------

The Company is currently undergoing a multipart restructuring. The Company is in
final negotiations with a former executive of Snapple Beverages and continues to
negotiate with its creditors as well as to negotiate the settlement of
litigation, particularly with Sare Lee Products. The Company intends to
restructure its corporate structure, moving ChampionLyte into a beverage
subsidiary and changing the name of the company to better reflect its plan to
become a platform for additional food and beverage acquisitions. The Company has
also reformulated the ChampionLyte product and hopes to re-launch the new
version within thirty days. All of these changes will require additional
financing for the company and there can be no assurances that the Company will
obtain any of the additional financing needed to accomplish its plans. Should
the company be unable to secure additional financings to complete its
restructuring and implement its plans, the Company will be forced to cease
operations.










ITEM 7. FINANCIAL STATEMENTS

The financial statements of the Company, together with the report of auditors,
are as follows:

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES

<S>                                                                                                               <C>
Independent Auditors' Report....................................................................................F-2

Consolidated Balance Sheet......................................................................................F-3

Consolidated Statement of Operations............................................................................F-4

Consolidated Statement of Stockholders' Deficiency..............................................................F-5

Consolidated Statement of Cash Flows............................................................................F-6

Notes to Consolidated Financial Statements...............................................................F-7 - F-21
</TABLE>







                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors
ChampionLyte Products, Inc. and Subsidiaries


We have audited the accompanying consolidated balance sheet of ChampionLyte
Products, Inc. (formerly known as Meridian USA Holdings, Inc.) and subsidiaries
as of December 31, 2002, and the related statements of operations, stockholders'
deficiency and cash flows for the years ended December 31, 2002 and 2001. 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 ChampionLyte Products, Inc. and
subsidiaries, for the years ended December 31, 2002 and 2001 and the results of
their operations and their cash flows for the years then ended in conformity
with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that
ChampionLyte Products, Inc. will continue as a going concern. As more fully
described in Note 1, the Company has incurred recurring operating losses and
will have to obtain additional capital to sustain operations. These conditions
raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1. The financial statements do not include any adjustments to reflect the
possible effects on the recoverability and classification of assets or the
amounts and classification of liabilities that may result from the outcome of
this uncertainty.


                                          /S/  Radin Glass & Co., LLP
                                               Radin Glass & Co., LLP
                                               Certified Public Accountants
New York, New York
March 20, 2003



                                      F-2





                  CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2002


<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                               <C>

Current assets:
       Cash and cash equivalents                                                $           71
       Prepaid expenses                                                                10,825
                                                                                  ------------
                                     Total current assets                              10,896

Property and equipment, net                                                            27,284

                                                                                  ------------

                                                                                $      38,180
                                                                                  ============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
       Accounts payable                                                         $     610,969
       Net liabilities of discontinued operations                                     116,730
       Notes payable - related party                                                  140,000
       Accrued expenses and other current liabilities                                 160,000
                                                                                  ------------
                                     Total current liabilities                      1,027,699
                                                                                  ------------

Series II redeemable convertible preferred stock,
       par value $.01 - authorized 8,500 shares,
       8,230 shares issued and outstanding (liquidation
       value $8,230,000)                                                             8,229,727

Commitments and contingency                                                               -

Stockholders' deficiency:
       Series I convertible preferred stock,  par value $1.00 - authorized

            100,000 shares, 0 shares issued and outstanding                               -
       Common stock, par value $.001 - authorized 40,000,000 shares,
                                     issued and outstanding 7,559,399                   7,560
       Additional paid-in capital                                                   4,979,550
       Accumulated deficit                                                        (14,206,355)
                                                                                  ------------
                                     Total stockholders' deficiency                (9,219,245)
                                                                                  ------------

                                                                                $      38,180
                                                                                  ============
</TABLE>

                 See notes to consolidated financial statements
                                       F-3











                  CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                      Years Ended December 31,
                                                                            --------------------------------------
                                                                                2002                2001
                                                                            ------------------ -------------------


<S>                                                                       <C>                   <C>
Net sales                                                                 $        266,336      $      368,631

Cost of goods sold                                                                 165,909             221,179
                                                                            ------------------ -------------------

Gross profit                                                                       100,427             147,452

Selling, general and administrative                                              1,954,761           4,153,599
                                                                            ------------------ -------------------

Loss from operations                                                            (1,854,334)         (4,006,147)

Other income (expense):
  Investment income                                                                 11,732             234,405
  Interest expense                                                                 (16,728)            (14,291)

  Loss on impairment of inventory                                                        -            (139,575)

  Loss on sale of assets                                                            (2,229)                  -

  Gain on sales of investment                                                       10,860                   -

   Expenses relating to conversion of notes to Series II preferred stock                 -            (898,605)
                                                                            ------------------ -------------------


Other expenses, net                                                                  3,634            (818,066)
                                                                            ------------------ -------------------

Net loss from continuing operations before income tax expense                   (1,850,700)         (4,824,213)

Income tax expense                                                                       -                   -
                                                                            ------------------ -------------------
Net loss from continuing operations                                             (1,850,700)         (4,824,213)
Loss on from discontinued operations                                              (476,910)           (744,949)
                                                                            ------------------ -------------------
Net Loss                                                                        (2,327,610)         (5,569,162)
Series II deemed preferred dividends                                               411,500             399,965
Net loss available to common shareholders                                 $     (2,739,110)     $   (5,969,127)
                                                                            ================== ===================

Basic and Diluted Earnings (Loss) Per share

Loss from contiuing operations available to shareholders                  $          (0.30)     $        (0.81)

Loss from discontinued operations                                                    (0.06)              (0.12)
                                                                            ------------------ -------------------
                                                                          $          (0.36)     $        (0.93)
                                                                            ================== ===================

Weighted average number of common shares
  outstanding - basic and diluted                                                7,528,861           6,427,168
                                                                            ================== ===================

Other comprehensive loss:
Net loss                                                                  $     (2,327,610)      $  (5,569,162)

Unrealized gain from marketable securities                                               -              12,681
                                                                            ------------------ -------------------

Comprehensive loss                                                        $     (2,327,610)     $   (5,556,481)
                                                                            ================== ===================
</TABLE>






                 See notes to consolidated financial statements
                                       F-4


                  CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY


<TABLE>
<CAPTION>
                                                                                                                  Series I
                                                                            Common Stock                Convertible Preferred Stock
                                                                                                      -----------------------------
                                                                  --------------------------------
                                                                      Shares            Amount           Shares             Amount
                                                                  ----------------  --------------    ---------------  ------------

<S>                                                                  <C>             <C>                  <C>             <C>
Balance, December 31, 2000                                           6,376,399       $      6,377         3,500           $  3,500

Issuance of common stock for services                                   15,000                 15             -                   -

Issuance of options for services                                             -                  -             -                   -

Effect of change in fair value of available-for-sale securities              -                  -             -                   -

Repurchase of shares in settlement with consultant                     (95,000)               (95)            -                   -

Exercise of stock options                                               50,000                 50             -                   -

Conversion of Series I Preferred Stock                               1,155,000              1,155        (3,500)            (3,500)

Net loss                                                                     -                  -             -                  -
                                                                  ----------------  --------------    -----------      ------------

December 31, 2001                                                    7,501,399              7,502             -                  -

Issuance of options for services

Amortization of deferred compensation                                                                                            -


Effect of change in fair value of available-for-sale securities                                                                  -

Exercise of options                                                     58,000                 58

Net loss
                                                                  ----------------  --------------    -----------      ------------
December 31, 2002                                                    7,559,399       $      7,560      $      -        $         -

                                                                  ================  ==============    ===========      ============
</TABLE>


<TABLE>
<CAPTION>
                                                                         Additional                                 Unrealized
                                                                          Paid-in             Deferred           Gain on Certain

                                                                          Capital           Compensation           Investments
                                                                      -----------------  --------------------  ---------------------

<S>               <C> <C>                                                <C>                 <C>                     <C>
Balance, December 31, 2000                                               $   4,590,150       $       (82,891)        $       60,992

Issuance of common stock for services                                           23,260                     -                      -

Issuance of options for services                                               330,258                (8,711)                     -

Effect of change in fair value of available-for-sale securities                      -                     -                (48,311)

Repurchase of shares in settlement with consultant                             (24,905)                    -                      -

Exercise of stock options                                                        4,950                     -                      -

Conversion of Series I Preferred Stock                                           2,345                     -                      -

Net loss                                                                             -                     -                      -
                                                                       ---------------  --------------------  ---------------------

December 31, 2001                                                            4,926,058               (91,602)                12,681

Issuance of options for services                                                50,000               (33,333)

Amortization of deferred compensation                                                -               124,935


Effect of change in fair value of available-for-sale securities                                                             (12,681)

Exercise of options                                                              3,492

Net loss
                                                                       ---------------  --------------------  ---------------------
December 31, 2002                                                        $   4,979,550     $               -      $               -
                                                                       ===============  ====================  =====================
</TABLE>

<TABLE>
<CAPTION>
                                                                                                  Total
                                                                         Accumulated          Stockholders'

                                                                           Deficit              Deficiency
                                                                  -- ---------------------  ----------------

<S>                                                                   <C>                    <C>
Balance, December 31, 2000                                            $    (6,309,583)    $     (1,731,455)

Issuance of common stock for services                                               -               23,275

Issuance of options for services                                                    -              321,547

Effect of change in fair value of available-for-sale securities                     -              (48,311)

Repurchase of shares in settlement with consultant                                  -              (25,000)

Exercise of stock options                                                           -                5,000

Conversion of Series I Preferred Stock                                              -                    -

Net loss                                                                   (5,569,162)          (5,569,162)
                                                                     -----------------  -------------------

December 31, 2001                                                         (11,878,745)          (7,024,106)

Issuance of options for services                                                                    16,667

Amortization of deferred compensation                                                              124,935


Effect of change in fair value of available-for-sale securities                                    (12,681)

Exercise of options                                                                                  3,550

Net loss                                                                   (2,327,610)          (2,327,610)
                                                                   -------------------  -------------------
December 31, 2002                                                  $      (14,206,355)     $    (9,219,245)
                                                                   ==================   ==================
</TABLE>
                See notes to consolidated financial statements.
                                       F-5






                  CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                         Years Ended December 31,
                                                                      ------------------------------------------------------------
                                                                                2002                              2001
                                                                      -------------------------    -------------------------------

Cash flows from operating activities:
<S>                                                                 <C>                              <C>
 Net loss                                                           $         (2,327,610)             $               (5,569,162)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
   Net loss from discontinued operations                                          476,910                                744,949
   Depreciation and amortization                                                   23,712                                343,424
   Write down or loss on disposal of equipment                                    128,814                                      -
   Common stock and options issued for services                                    53,550                                344,822
   Amortization of debt discount                                                        -                                635,442
 Changes in current assets and liabilities:
  Accounts receivable                                                              33,766                                (20,750)
  Other receivable                                                                100,000                                      -
  Inventory                                                                             -                                 74,391
  Advances                                                                          2,115                                 (2,115)
  Prepaid expenses                                                                 41,567                                  5,942
  Deposits                                                                         11,246                                      -
  Accounts payable                                                                446,769                                151,712
  Accrued expenses and other current liabilities                                   60,030                              (119,195)
                                                                      --------------------    -----------------------------------
Net cash used in operating activities of continuing operations                  (950,132)                             (3,410,540)
                                                                      --------------------    -----------------------------------

Cash flows from investing activities:
  Purchase of marketable securities                                               990,279                              2,809,415
  Repurchase of shares for settlement of consulting agreement                           -                                (25,000)
  Capital expenditures                                                                  -                                (85,042)
                                                                      --------------------    -----------------------------------
Net cash used in investing activities of continuing operations                    990,279                              2,699,373
                                                                      --------------------    -----------------------------------

Cash flows from financing activities:
  Exercise of stock options                                                             -                                  5,000
  Proceeds from loans and notes payable                                           140,000                                      -
  Principal payments on notes payable                                                   -                                (3,066)
                                                                      --------------------    -----------------------------------
Net cash used in financing activities of continuing operations                    140,000                                  1,934
                                                                      --------------------    -----------------------------------
Net cash used in discontinued operations                                        (209,534)                               (717,993)
                                                                      --------------------    -----------------------------------
Net decrease in cash                                                             (29,387)                              (1,427,226)

Cash, beginning of year                                                            29,458                              1,456,684
                                                                      --------------------    -----------------------------------

Cash, end of period                                                  $                 71             $                   29,458
                                                                      ====================    ===================================

Supplemental Disclosure of Cash Flow Information:

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

Noncash investing and financing activities:
 Conversion of note payable to Series II preferred stock            $                                 $                8,229,727
                                                                      ====================    ===================================
 Issuance of warrants in conjunction with convertible notes payable $                   -             $                1,357,922
                                                                      ====================    ===================================
</TABLE>



                 See notes to consolidated financial statements
                                       F-6


                           CHAMPIONLYTE PRODUCTS, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2002 AND 2001


1.   BUSINESS AND BASIS OF PRESENTATION:
     ----------------------------------

     Business:

     The Company, ChampionLyte, Inc. ("ChampionLyte"), markets sugar-free,
     calorie-free, sports refresher beverage under the ChampionLyte brand name
     and up to mid December 2002 the Company sold and marketed sugar-free,
     fat-free, cholesterol-free, flavored syrups through its subsidiary The Old
     Fashioned Syrup Company, Inc. "Old Fashioned". Both of these products are
     sold to retailers and food service customers throughout the United States.
     On October 3, 2001, with the majority consent of its shareholders, Meridian
     changed its name to ChampionLyte Products, Inc. (the "Company"). In
     December 2002, a 67% ownership of Old Fashioned was relinquished as part of
     a foreclosure action on a $15,000 advance made to the Company in mid 2002.
     As a consequence of loosing control of such business the Company has
     decided to record the Old Fashioned syrup business as a discontinued
     business. The Company is currently reviewing the terms of the agreements
     relating to the aforementioned foreclosure of Old Fashioned and an
     appropriate form of recourse action if any.

     In mid-December 2002, the Series II Convertible Preferred Stock was sold to
     another investment firm. The new bond holders began to exercise their



     influence over the Company in December 2002 and ultimately replaced the
     management of the Company in early 2003.

     Basis of Presentation:

     Since its inception, the Company has incurred significant operating losses.
     The Company has limited assets on hand and will be unable to sustain
     operations for a prolonged period of time. The Company will have to obtain
     additional capital or generate additional revenue in order to continue
     operations. The Company is actively engaged in pursuing additional sources
     of capital. However, the Company's management has indicated that if it is
     unable to successfully raise additional capital or it is unable to generate
     additional revenue in the near future, the Company may cease operations.
     These conditions raise substantial doubt about the Company's ability to
     continue as a going concern.

     The financial statements do not include any adjustments to reflect the
     possible future effects on the recoverability and classification of assets
     or the amounts and classification of liabilities that may result from the
     outcome of this uncertainty.

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.

     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. During 2002 all marketable securities were sold at the
          gain.

     e.   Allowance for accounts receivable- The Company records a bad debt
          --------------------------------
          expense/allowance based on specific receivable basis. All outstanding
          accounts receivable accounts are reviewed for collectibility on an
          individual basis. There is no accounts receivable at December 31,
          2002.

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

     g.   Inventory - Inventory is stated at lower of cost or market on the
          ---------
          first-in, first-out method of inventory valuation. At December 31,
          2002 the Company has no inventory.

     h.   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.





     i.   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.

     j.   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.

     k.   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.

     l.   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.

     m.   Licensing agreement - The licensing agreement is amortized on a
          -------------------
          straight-line basis over ten years. Since Old Fashioned foreclosed
          upon in 2002, the licensing agreement was relinquished as part of the
          foreclosure action.

     n.   Advertising costs - Advertising costs are expensed as incurred. Total
          -----------------
          advertising costs charged to operations for the years ended December
          31, 2002 and 2001 amounted to $290,647 and $2,292,688, respectively.

     o.   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, 2002, the Company believes that there has
          been no impairment of its long-lived assets.

     p.   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.

     q.   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.

     r.   Reclassifications
          -----------------

          Certain amounts in the prior year financial statements have been
          reclassified to conform to the current year presentation.

     s.   Recent accounting pronouncements
          --------------------------------

          In June 2001, the FASB issued SFAS No. 141, "Business Combination",
          SFAS No. 142, "Goodwill and Other Intangible Assets" and SFAS No. 143,
          "Accounting for Asset Retirement Obligations",. SFAS No. 141 requires
          the use of the purchase method of accounting and prohibits the use of
          the pooling-of-interest method of accounting for business combinations
          initiated after June 30, 2001. It also requires that the Company
          recognize acquired intangible assets apart from goodwill. SFAS No. 142
          requires, among other things, that companies no longer amortize
          goodwill, but instead test goodwill for impairment at least annually.
          In addition, SFAS No. 142 requires that the Company identify reporting
          units for the purposes of assessing potential future impairments of
          goodwill, reassess the useful lives of other existing recognized
          intangible assets, and cease amortization of intangible assets with an
          indefinite useful life. SFAS No. 143 establishes accounting standards
          for recognition and measurement of a liability for an asset retirement
          obligation and the associated asset retirement cost, which will be
          effective for financial statements issued for fiscal years beginning
          after June 15, 2002.

          In August 2001, the FASB issued SFAS No. 144, "Accounting for the
          Impairment or Disposal of Long-Lived Assets" which basically further
          clarifies SFAS No. 121 and methods of quantifying potential
          impairments or disposal of assets as well as the related reporting of
          such impairments or disposals.

          In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
          Associated with Exit or Disposal Activities". This SFAS applies to
          costs associated with an "exit activity" that does not involve an
          entity newly acquired in a business combination or with a disposal
          activity covered by SFAS No. 144. These costs include, but are not
          limited to the following: termination benefits associated with
          involuntary terminations, terminating contracts that are not capital
          leases and costs to consolidate facilities or relocate employees. SFAS
          No. 146 will be effective for exit or disposal activities initiated
          after December 31, 2002 with early application encouraged.

          During 2002, the FASB issued SFAS No. 145, 147 and 148, which were
          merely amendments to existing SFAS's or other accounting
          pronouncements.

          The adoption of SFAS No. 141, SFAS No. 142, SFAS No. 143, SFAS No. 144
          and SFAS No. 146 is not expected to have a material effect on the
          Company's financial position, results of operations and cash flows.

3.   DISCONTINUED OPERATIONS
     -----------------------

     In December 2002, a 67% ownership of Old Fashioned was relinquished as part
     of a foreclosure action on a $15,000 advance made to the Company in
     November 2002, which matured on December 14, 2002. No value has




     been recorded for the 33% minority interest in Old Fashioned, since there
     was no net equity in such business segment. In addition due to the lack of
     control over the minority share of Old Fashioned, lack of cooperation with
     the successor management the Company and the Old Fashioned business segment
     has not had profitable operations in the last four years, management does
     not expect any future cash flows from such minority ownership interest in
     the immediate future. The Company is currently reviewing the terms of the
     agreements relating to the aforementioned foreclosure of Old Fashioned and
     an appropriate form of recourse action if any.


     The consolidated financial statements and related footnotes for the year
     ended 2001, have been restated, where applicable, to reflect the Old
     Fashioned business segment as a discontinued operation

4.   RELATED PARTY TRANSACTIONS
     --------------------------

     As of December 31, 2002 the Company had $140,000 of payables to a relative
     of a former-officer of the Company. During 2002, the Company entered into
     three short-term loans with this individual. Such notes were due thirty
     days from the date of issuance of July and September 2002, respectively,
     and bear interest at 10% for the first month and at the highest legal rate
     thereafter. As of December 31, 2002 no principal amounts on these notes
     have been repaid.

5.   PROPERTY AND EQUIPMENT
     ----------------------

     Property and equipment consisted of the following:

<TABLE>
<CAPTION>
                                                                             December 31,
                                                                 -------------------------------------
                                              Useful Life             2002                 2001
                                            -----------------    ---------------     -----------------
<S>                                             <C>           <C>                <C>
          Carts                                 5 Years       $        -         $        62,500
          Office Furniture and Equipment        5 Years                -                  80,280
          Coolers                               5 Years              34,199               34,199
          Leasehold Improvements                5 Years                -                  25,873
          Website                               3 Years              11,017                 -
          Vehicles                              5 Years                -                 116,676
                                                                 ---------------     -----------------
                                                                     45,216              319,528
          Accumulated Depreciation                                  (17,932)            (139,718)
                                                                 ---------------     -----------------
                                                              $      27,284      $       179,810
                                                                 ===============     =================
</TABLE>


     Depreciation expense was $10,512 and $49,602 for the years ended December
     31, 2002 and 2001, respectively.

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 borrowings are
     secured by the vehicle and bears interest at 9% per annum, payable in sixty
     monthly installments. The vehicle was returned in the fourth quarter of
     2002 for satisfaction of the note payable.





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.

     On January 8, 2001, the debt holder converted its $8,000,000 convertible
     note along with accrued interest of $229,727 into 8,230 shares of the
     Company's Series II Convertible Preferred Stock. The Company amortized
     $622,382, the remaining balance of the discount on such note. Additionally,
     the Company expensed the balance of the deferred finance charges of
     $276,223, which were attributable to the issuance of the convertible note.

     As of December 31, 2002 and 2001, had the Company's board of directors
     declared dividends, the Company would have accrued $411,500 and $399,965,
     respectively, in dividends on its Series II Convertible Preferred Stock.
     Such dividends accrue at the rate of 5% per annum.

8.   STOCKHOLDERS' DEFICIENCY
     ------------------------

     On January 11, 2001, the Company issued 3,810 options to acquire shares of
     the Company's common stock pursuant to a one-year consulting agreement.
     These options were valued at $6,740 or approximately $1.77 per option,
     which was imputed using the Black-Scholes option-pricing model with the
     following assumptions: expected stock price volatility of 104%; risk-free
     interest rate of 5.70%; and an expected life of one year. The value of the
     options was recorded as deferred compensation and will be amortized of the
     duration of the consulting agreement.

     On April 16, 2001, the Company issued 50,000 options to acquire shares of
     the Company's common stock pursuant to a member of its board of directors.
     Such options are exercisable at $0.10 per share. These options were valued
     at $23,585 or approximately $0.47 per option which was imputed using the
     Black-Scholes option pricing model with the following assumptions: expected
     stock price volatility of 123%; risk-free interest rate of 5.00%; and an
     expected life of four years. The value of the options was recorded as
     compensation as of December 31, 2001. On October 3, 2001, such shares were
     exercised the Company received proceeds of $5,000 in regard to this
     exercise.





     In May 2001, the Company purchased back from a consultant 95,000 shares of
     its own common stock for $25,000. Such shares were placed into treasury and
     retired. Additionally, the remaining term of the consultant's agreement was
     terminated at the time of the repurchase of the shares.

     In 2001, the Company issued 15,000 shares to members of its board of
     directors and of its advisory board. Such shares were valued at an
     aggregate of $23,275 or averaging $1.55 per share. Such amount was recorded
     as compensation.

     During the year ended December 31, 2001, the Company issued 285,000 options
     to acquire shares of its common stock to consultants pursuant to agreements
     with terms ranging from six-months to one-year. The exercise price of these
     options range from $0.50 to $1.75.

     The Company valued the grant of these options at $217,042. Compensation is
     to be expensed over the term of the agreements. As of December 31, 2001,
     the Company has recorded $206,650 in compensation expense in relation to
     these consulting agreements.

     Additionally, the Company has recorded $82,891 in compensation expense for
     options issued in 2000 for which the services performed in 2001; these
     expenses were recorded as deferred compensation at December 31, 2000.

     In April 2002, 25,000 options to purchase the Company's common stock were
     exercised at $0.01 per share. The Company received proceeds from this
     exercise of $250.

     For the year ended December 31, 2002, the Company recognized $141,602 in
     compensation expense for options issued under terms of contracts for
     endorsements contracts and professional services. Such contracts were
     entered into during the year ended December 31, 2001 and through the first
     quarter of this year.

     On January 31, 2002, the Company entered into a three-month employment
     agreement, expiring April 30, 2002, with its acting chief operating
     officer. The executive received 100,000 options to purchase shares of
     common stock, at an exercise price of $0.10 per share. The Company valued
     these options using the intrinsic value method under APB No. 25, or $0.50
     per share and expensed. In August 2002, 33,000 options were exercised by
     this former executive at $0.10 per share, the Company received no proceeds
     from this exercise; the proceeds were offset against monies due from the
     Company against the exercise price to be paid.

     The Company amortized the remaining portion of the unearned compensation,
     since the applicable personnel no longer perform services for the Company
     as of December 31, 2002.

9.   CONVERTIBLE PREFERRED STOCK
     ---------------------------

     Series I:
     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. In December 2001
     Series I Preferred Stock was converted into 1,155,000 shares of the
     Company's common stock.




     Series II:
     In September 1999, in connection with the Cumberland agreement, the Company
     has granted warrants to purchase 385,000 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 were 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, 2002 and 2001 was approximately $17,600 and $17,600. In
     December 2002, the Company fully reserved against this asset, since the
     license agreement was relinquished as part of the foreclosure of the Old
     Fashioned subsidiary.

     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 29. 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

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. As of
          December 31, 2002, 250,000 options have been granted under the 1999
          Option Plan. As of December 31, 2002 and 2001, 511,810 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, 2002 and 2001: annual dividends of $0.00,
          expected volatility of 150% and 128%, risk-free interest rate of 2.82%
          and 5.0% and expected lives varying on the option agreement.

          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 available to common shareholders would have been
          approximately, ($6,086,000) and ($0.95) per share for the year ended
          December 31, 2001. There were no additional costs to pro-forma for the
          year ended December 31, 2002, since compensation expense was recorded
          for the options issued and granted in 2002.

          The following tables summarize the Company's fixed stock options
          activity at December 31, 2001:

Employee and Director's Stock Options:



<TABLE>
<CAPTION>
                                                          Shares                  Weighted Average
                                                                                   Exercise Price
                                                          ----------------      ---------------------
<S>                                                               <C>                           <C>
         Outstanding at December 31, 2000                         200,000                       1.00
             Granted                                              100,000                        .86
             Exercised                                             -                               -
             Expired or Cancelled                                 (50,000)                       .50
                                                          ----------------      ---------------------
         Outstanding at December 31, 2001                         250,000   $                   1.04
             Granted
             Exercised                                             -                               -
             Expired or Cancelled
                                                          ----------------      ---------------------
         Outstanding at December 31, 2002                         250,000   $                   1.04
                                                          ================      =====================



Non-employee stock options:
                                                          Shares                  Weighted Average
                                                                                   Exercise Price
                                                          ----------------      ---------------------
         Outstanding at December 31, 2000                         196,000                        .71
             Granted                                              338,810                       1.06
             Exercised                                            (50,000)                       .10
             Expired or Cancelled                                 (10,000)                      2.27
                                                          ----------------      ---------------------
         Outstanding at December 31, 2001                         474,810   $                    .99
             Granted                                              100,000                        .10
             Exercised                                            (58,000)                       .06
             Expired or Cancelled                                  (5,000)                      1.00
                                                          ----------------      ---------------------
         Outstanding at December 31, 2002                         511,810   $                    .98
                                                          ================      =====================
</TABLE>

Information, at date of issuance, regarding stock option grants during the two
years ended December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                                                Shares          Weighted-Average       Weighted-Average
                                                                                Exercise Price          Fair Value
                                                             --------------     ----------------       --------------
       Year ended December 31, 2001:
<S>                                                                <C>      <C>                  <C>
       Exercise price exceeds market price                         200,000  $               .98  $               .93
       Exercise price equals market price                           50,000  $              1.22  $              1.22
       Exercise price is less than market price                    138,810  $               .45  $              1.03

       Year ended December 31, 2002:
       Exercise price exceeds market price                         -                   -                     -
       Exercise price equals market price                          -                   -                     -
       Exercise price is less than market price                    100,000  $               .10  $               .50
</TABLE>





     The following table summarizes information about stock options outstanding
     and exercisable at December 31, 2002:


<TABLE>
<CAPTION>
                                             Outstanding and exercisable
                                             ------------------------------------------------------------------------
                                                 Number          Weighted-Average     Weighted            Number
                                                                                      Average
                                                                   Remaining          Exercise
                                               Outstanding       Life in Years         Price           Exercisable
                                             ----------------    --------------     -------------     ---------------
      Range of exercise prices:
<S>                                                  <C>                  <C>                <C>             <C>
      $.001 to $.50                                  223,000              2.28               .40             223,000
      $.51 to $1.00                                  298,810              6.25               .95             298,100
      $1.01 to $1.50                                 240,000              5.75              1.40             240,000
</TABLE>

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, 2002 and 2001, 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:

<TABLE>
<CAPTION>
                                                                            December 31,
                                                            ---------------------------------------------
                                                                                            2001
                                                            -------------------      --------------------
<S>                                                          <C>                      <C>
             Taxes benefit computed at statutory rate        $       (792,000)        $      (1,488,000)
             Losses for which no tax benefit realized                  792,000                 1,488,000
                                                            -------------------      --------------------
             Net income tax benefit                          $      -                $        -
                                                            ===================      ====================
</TABLE>

     The Company has a net operating loss carryforward for tax purposes totaling
     approximately $10,300,000 at December 31, 2002 expiring through the year
     2021.

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


                                                           December 31, 2002
                                                           ------------------
       Tax benefit of net operating loss carryforward      $       3,515,000
       Valuation Allowance                                       (3,515,000)
                                                           ------------------
       Net deferred tax asset recorded                     $               -
                                                           ==================

12. COMMITMENTS AND CONTINGENCY





     Commitments:

     The Company cancelled all of its operating leases by the end of December
     31, 2002. The Company currently rents and shares office space with a
     related party on a month to month basis at $1,750 a month.

     Rent expense for the years ended December 31, 2002 and 2001 totaled $67,240
     and $81,475, respectively.


     Supplier Agreements:
     --------------------

     The Company entered into a five year exclusive Supplier Agreement for the
     production of its isotonic beverage. This Supplier Agreement automatically
     renews for two successive two year renewal periods, unless either party
     terminates with at least 90 days written notice. The supplier has a quoted
     price to produce such isotonic beverages within the Supplier Agreement. The
     Supplier Agreement does allow for price increases based on the cost change
     in the supplier's cost to produce such product.

     Contingency:
     ------------

     During 2001 a suit was filed against the Company alleging that its
     trademarked corporate name, ChampionLyte, violated the plaintiff's
     trademark. The Company believes that there is no merit to this case and
     intends to defend its trademark vigorously.

     The Company is currently reviewing the terms of the agreements relating to
     the aforementioned foreclosure of Old Fashioned and an appropriate form of
     recourse action if any.


13.  SUBSEQUENT EVENTS - (UNAUDITED)
     -------------------------------

     In January 2003, the Company retained a financial advisory firm, as a
     business consultant to assist in a variety of areas relating to financial,
     strategic and related development growth of the Company. This financial
     advisory firm is related to the current Series II Preferred stockholders.
     The term of the engagement is six months and shall automatically renew on a
     month-to-month basis, subject to termination by either party with a
     twenty-four month follow on period, whereby transactions consummated within
     the subsequent twenty-four months following the termination of this
     agreement the transaction may have fees due and payable to the financial
     advisory firm. The terms of the agreement are as follows; a monthly of
     $2,500 per month is due, the financial advisory firm may at its discretion
     accept shares of discounted registered stock in lieu of cash, the Company
     shall issue a warrant to purchase 2.99% of the fully stock of the Company
     at 90% of the closing bid price on January 6, 2003, exercisable for 5
     years, various sliding scale compensation amounts for equity and debt
     financings consummated from an introduction by the financial advisory firm,
     sliding scale compensation amounts due for a merger or acquisition
     candidate introduced to the Company and the reimbursement of out-of-pocket
     expenses not to exceed $500 a month unless agreed upon by the Company.

     In January 2003, the Company entered into a funding arrangement for
     $250,000. The funding arrangement is from a related entity similar to the
     financial advisory firm and the holders of the Series II Convertible
     Preferred stock. This $250,000 financing arrangement is secured by a Series
     A 6.5% Convertible Promissory Note "Note". This Note is convertible in part





     or whole at the option of the holder at 70% of the average of the lowest of
     three day trading prices during the five trading days prior to the
     conversion. Within thirty days of the full funding of this Note the Company
     shall file a registration statement to register 250% of the then shares to
     be issued as if the Note was converted. The failure by the Company to
     obtain such an effective registration within ninety days from the date of
     its initial filing, the Company shall pay a penalty equal to 2% of the
     outstanding principal and accrued interest. The beneficial conversion
     feature attributed to this financing arrangement will be calculated and
     expensed ratably over twenty-four months upon receipt of financing under
     this Note.

     In January 2003, the Company engaged another business consulting firm to
     assist in a variety of areas relating to strategic and related development
     growth of the Company. The term of the engagement is twelve months with a
     twelve month follow on period, whereby transactions consummated within the
     subsequent twelve months following the termination of this agreement the
     transaction may have fees due and payable to the business consulting firm.
     The Company has agreed to pay $25,000 upon signing of the engagement letter
     or 400,000 shares of common stock in lieu of cash.

     The Company entered into a Strategic Marketing Agreement "SMA" in January
     2003 with BevSystems International, Inc. "BEVI", another small publicly
     traded company in the business of beverage products, whereby BEVI shall
     issue shares equal to $125,000 per month of its common stock to the
     Company. These shares shall be fully paid and non-assessable and shall bear
     no restrictive legend. BEVI shall register these shares prior to each
     issuance on form S-8 or some other applicable registration form. The
     Company shall issue 50,000 shares of its restricted stock per month to BEVI
     under this agreement. These shares shall carry a piggyback registration
     right. The Company shall pay BEVI up to $100,000 per month for services
     rendered by BEVI relating to the use of their beverage knowledge and
     distribution resources. Each entity shall be entitled to 50% of the profits
     derived from distributing the other firms beverage product. The net
     economic effect of the revenues and expenses from this cross selling
     arrangement shall be recorded as a cost or other revenue each month and
     each reporting period.

     The liability insurance for the Company was terminated in February 2003.
     The Company has yet to obtain comparable liability insurance coverage.

     In February 2003, the Company registered 1,000,000 shares of common stock
     for a 2003 Stock Incentive Plan with a Form S-8. Upon issuance these shares
     will be recorded as compensation and expensed, accordingly. Approximately
     700,000 of shares have been issued under this Form S-8 in February 2003. An
     additional 100,000 shares were issued pursuant to the Company's 1999 Stock
     Incentive Plan in February 2003.

     In February 2003, the holders of the Series II, converted 850 shares of
     preferred stock for 500,000 shares of restricted common stock.





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

Our  accountant  is  Radin  Glass  &  Co.,  LLP  independent   certified  public
accountants.  We do not presently intend to change  accountants.  At no time has
there  been any  disagreements  with such  accountants  regarding  any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure.










PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS:
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Our directors and officers, as of March 28, 2003, are set forth below. The
directors hold office for their respective term and until their successors are
duly elected and qualified. Vacancies in the existing Board are filled by a
majority vote of the remaining directors. The officers serve at the will of the
Board of Directors.



Name                             AGE       DIRECTOR/POSITION

Marshall Kanner                   47       Interim Chief Operating Officer and
                                           Director
Thad Kaplan                       36       Director
David Goldberg                    39       Director
Steven Fields                     57       Director


The following is a biographical summary of the directors and officers of the
Company:

MARSHALL KANNER was elected as Interim Chief Operating Officer and Chairman of
the Board of Directors of the Company on January 7, 2003. Mr. Kanner's career of
over 20 years covers corporate development, corporate finance, mergers &
acquisitions, strategic planning, strategic alliances, corporate restructuring,
management consulting, venture financing, and forming entrepreneurial ventures
in numerous industries. He possesses executive leadership skills and extensive
experience in operations, finance, due diligence, corporate strategic planning,
sales, marketing, branding, fulfillment, business development and logistics. His
experience spans industries including construction, apparel, transportation,
financial consulting, insurance, real estate brokerage, logistics and technology
and internet development. Mr. Kanner served as Chief Operating Officer and Vice
President of Business Development for MyCity Holdings, Corp., an internet
technology development and infrastructure company from January 1997 until March
2002 and currently serves as Managing Director of BK Generalli, LLC, a financial
consulting company. Mr. Kanner earned his Bachelors Degree in Economics from the
University of Florida in 1977.

THAD KAPLAN was appointed to the Board of Directors of the Company on January 7,
2003. Mr. Kaplan is currently an independent food & beverage industry
consultant. Mr. Kaplan was previously the owner of BS Holdings, Inc. from 1997
to 2002 a food & beverage industry holding company. BS Holdings acquired a food
service business in 1997 that was primarily in the wholesale baking business.
Mr. Kaplan increased the customer base exponentially and increased revenues 10
fold during his ownership and sold the business during the second quarter of
2002. Prior to owning BS Holdings, Mr. Kaplan was the purchaser and manager of a
number of departments for the largest independent supermarket chain in
Middletown New York. Mr. Kaplan's responsibilities included multimillion dollar
purchasing decisions, management of dozens of employees, marketing and profit
and loss responsibility. Mr. Kaplan holds a degree from Sullivan County
Community College with studies in Food Service, Restaurant Management and the
Culinary Arts.

STEVEN FIELDS was appointed to the Board of Directors of the Company on February
11, 2003. Mr. Field is a senior executive with varied manufacturing and
management experience. He has experience in "turn around" situations, increasing
profitability and bringing profitability to a company. His accounting and
entrepreneurial background gives him a unique prospective in both manufacturing





and service business. He is experienced in reorganization situations, which
require strong management to initiate change. Mr. Field's last position was with
Security Plastics, a 43-year-old company seeking protection under Ch XI. Mr.
Field was engaged as the Acting Chief Operating Officer and Assistant to the
President, assisting in the design and guiding the company through a controlled
reorganization. As a member of the Triarc advisory committee, Mr. Field
consulted and directed management in various manufacturing operations within
their bottling and distribution of Royal Crown Cola, Snapple Drinks, and smaller
bottling operations.

His position with Sarts was to consolidate the operations from 25 manufacturing
locations to 17, while increasing productivity by 270% and bringing outsourced
products in-house. He was instrumental in the packaging and sale of the company
to a Triarc Group Subsidiary. He has extensive sales and marketing experience
and uses his accounting background to assist in analysis of financial
information and decision-making process. Mr. Field has a BS in Accounting and
many graduate level courses in manufacturing, management and process as well as
various seminars.

DAVID GOLDBERG was appointed to the Board of Directors of the Company on
February 11, 2003. Mr. Goldberg has fifteen years of sales and marketing
experience in real estate and property management industry. From May 1996 to May
2000, Mr. Goldberg was property manager and leasing agent of Camco Inc. In such
capacity he managed and directed all operations of the one million square foot
of retail industrial portfolio. He also oversaw management of the various
residential communities and ran the daily operations of the business. From
August 1995 to May 2000 he was the principal owner of Gold's Gym Fitness &
Health Center in Middletown, New York. Mr. Goldberg holds a degree in Business
Administration from the State University of New York.

The Directors named above will serve until the next annual meeting of the
shareholders of the Company in the year 2003. Directors will be elected for one
year terms at each annual shareholder's meeting. Officers hold their positions
at the appointment of the Board of Directors.

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has
appeared as a party in any legal proceeding material to an evaluation of his
ability or integrity during the past five years.

ITEM 10. EXECUTIVE COMPENSATION

The following information relates to compensation received by our officers in
1999, 2000, 2001 and 2002.

                           SUMMARY COMPENSATION TABLE


                                                        LONG-TERM COMPENSATION
                                                        ----------------------
                             ANNUAL COMPENSATION         RESTRICTED
SECURITIES
NAME AND PRINCIPAL                                       STOCK
UNDERLYING
POSITION                 YEAR      SALARY ($)   BONUS    AWARDS       OPTIONS
--------                 ----      ----------   -----    ------       -------

Mark Streisfeld,          1999    $125,000     -1,500-     -0-          -0-
Former President          2000    $133,334     -0-         -0-         50,000
And Director              2001    $175,000     -1,500-     -0-         20,000
                          2002    $175,000*    -0-         -0-          -0-




Marshall Kanner           2003    $-0-         -0-          25,000      -0-
Interim Chief Operating
Officer and Director








ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth as of March 28, 2003, information with respect to
the beneficial ownership of the Company's Common Stock by (i) each person known
by the Company to own beneficially 5% or more of such stock, (ii) each Director
of the Company who owns any Common Stock, and (iii) all Directors and Officers
as a group, together with their percentage of beneficial holdings of the
outstanding shares.


                                        Number of Shares of
Name of Beneficial Owner/               Common Stock          % of Beneficial
IDENTITY OF GROUP                       BENEFICIALLY OWNED    OWNERSHIP
-----------------                       ------------------    -----------------

Marshall Kanner                             25,000                 *

Thad Kaplan                                 20,000                 *

David Goldberg                              20,000                 *

Steven Fields                               20,000                 *

Mark Streisfeld                          1,500,000               16.84%

Alan Posner                              1,500,000               16.84%

All Executive Officers and Directors        85,000                 *
as a Group (4 persons)

* Less than one percent




SERIES II CONVERTIBLE PREFERRED STOCK

                       Number of
                       Shares of        Percent of        Number of Shares of
                       Series II        Series II         Common Stock Into
                       Convertible      Convertible       Which Series II
                       Preferred Stock  Preferred Stock   Convertible Preferred
                       Beneficially     Beneficially      Stock are
Name of Shareholder    Owned(1)         Owned             Convertible(2)
--------------------- ---------------- ----------------   ----------------------
Championlyte Asset            8,230                 100%  5,228,281
Acquisition Corp.
 (5% beneficial owner)

(1) Unless  otherwise  indicated,  the persons or entities  identified  in these
tables 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) As of March 28, 2003





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

As of December 31, 2002 the Company had $140,000 of payables to a relative of a
former-officer of the Company. During 2002, the Company entered into three
short-term loans with this individual. Such notes were due thirty days from the
date of issuance of July and September 2002, respectively, and bear interest at
10% for the first month and at the highest legal rate thereafter. As of December
31, 2002 no principal amounts on these notes have been repaid.










PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)  The following documents are filed as part of this report:

1.   Financial statements; see index to financial statement and schedules in
     Item 7 herein.

2.   Financial statement schedules; see index to financial statements and
     schedules in Item 7 herein.

3.   Exhibits: None

(a)  Reports on Form 8-K.

An 8K was filed with the SEC on June 28, 2002 based on Other Events.




                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

                        CHAMPIONLYTE PRODUCTS, INC.

                        By: /s/ Marshall Kanner
                        -----------------------------------
                                MARSHALL KANNER
                                Interim  Chief Operating Officer

Dated: March 28, 2003

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

Name                           TITLE                            DATE
                               -----                            ----

/s/ Marshall Kanner           Interim Chief Operating Officer   March 28, 2003
---------------------------   and Director
    MARSHALL KANNER

/s/ Steven Field              Director     March 28, 2003
---------------------------
    STEVEN FIELD

/s/ Thad Kaplan               Director                          March 28, 2003
---------------------------
    THAD KAPLAN

/s/ David Goldberg            Director                           March 28, 2003
---------------------------
    DAVID GOLDBERG





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

I, Marshall Kanner certify that:

1.   I have reviewed this annual report on Form 10-KSB of Championlyte Products,
     Inc.

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

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

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

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

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date with 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about effectiveness
          of the disclosure controls and procedures based on our evaluation as
          of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors and material weakness in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and


6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Dated:     March 31, 2003







                                        /s/ Marshall Kanner
                                        --------------------------------------
                                        Principal Executive Officer and
                                        Principal Financial Officer


     CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
                       PURSUANT TO 18 U.S.C. SECTION 1350

     IN  CONNECTION  WITH  THE  ACCOMPANYING  ANNUAL  REPORT  ON  FORM 10-KSB OF
CHAMPIONLYTE  PRODUCTS,  INC.  FOR  THE PERIOD ENDED DECEMBER 31, 2002, MARSHALL
KANNER,  PRINCIPAL  EXECUTIVE  OFFICER  AND  PRINCIPAL  FINANCIAL  OFFICER  OF
CHAMPIONLYTE  PRODUCTS, INC.  HEREBY CERTIFY PURSUANT TO 18 U.S.C. SECTION 1350,
AS  ADOPTED  PURSUANT  TO  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002, TO THE
BEST  OF  MY  KNOWLEDGE  AND  BELIEF,  THAT:

8.     Such Annual Report on Form 10-KSB for the period ended December 31, 2002,
fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange  Act  of  1934;  and

9.     The  information  contained  in such Annual Report on Form 10-KSB for the
period  ended  December 31, 2002, fairly presents, in all material respects, the
financial  condition  and  results  of operations of Championlyte Products, Inc.

     CHAMPIONLYTE  PRODUCT,  INC.


Dated:  March  31,  2003

By: Marshall  Kanner,
-------------------------------------
Principal  Executive Officer and
Principal  Financial  Officer