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.

                         Commission file number 0-28223

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

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

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

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

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

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

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

Check  whether the issuer: (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past 12 months (or for such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  past  90  days.
     Yes_________  No   X____

                                        1
<PAGE>

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not  contained  herein  and  will  not  be  contained,  to  the best of
registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
this  Form  10-KSB.

Revenues  for  the  year  ended  December  31,  1999:  $395,980.00

          As  of  March 31, 2000, there were outstanding 5,736,399 shares of the
registrant's  Common Stock, $.001 par value, which is the only outstanding class
of  common  or  voting  stock of the registrant.  As of that date, the aggregate
market  value  of the outstanding shares of Common Stock held by non-affiliates,
based  on the average of the closing bid and asked price of such Common Stock as
quoted  in  the  OTC  Bulletin  Board  was  $10,038,698.25.

Transitional  Small  Business  Disclosure  Format  (check  one):
     Yes   X____  No_________

                       DOCUMENTS INCORPORATED BY REFERENCE

     None.

                                        2
<PAGE>

                           MERIDIAN USA HOLDINGS, INC.
                                1999 FORM 10-KSB
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


                                                        PAGE
                                                       PART I
<S>         <C>                                                                                            <C>
ITEM 6.     DESCRIPTION OF BUSINESS                                                                         4
ITEM 7.     DESCRIPTION OF PROPERTY                                                                        14
ITEM 8.     DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES                                        14
ITEM 9.     REMUNERATION OF DIRECTORS AND OFFICERS                                                         17
ITEM 10.    SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS                                  19
ITEM 11     INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS                                      20
  PART II
ITEM 1.     MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS  20
ITEM 2.     LEGAL PROCEEDINGS                                                                              21
ITEM 3.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                                                  21
ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                            21
ITEM 5.     COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                                              21
ITEM 6.     REPORTS ON FORM 8-K                                                                            21
  PART F/S

  PART III
ITEM 1.     INDEX TO EXHIBITS                                                                              22
ITEM 2.     DESCRIPTION OF EXHIBITS                                                                        22
</TABLE>

                                        3
<PAGE>
                                     PART I

ITEM  6.     DESCRIPTION  OF  BUSINESS.

(a)       Business  Development:

          1.   FORMATION  OF  MERIDIAN  USA  HOLDINGS,  INC.

               Meridian  USA  Holdings Inc. ("Meridian") was incorporated in the
State  of  Florida  on  August  4, 1994 for the purpose of effecting a change of
domicile,  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  July  15,  1998,  Meridian  was not actively
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 formal fund raising, other than the
issuance  of  shares  to  certain  shareholders in exchange for services and the
advancement  of  minimal  funds  in  behalf  of  Meridian.

          2.     PURCHASE  OF  SHARES  OF  THE
               OLD  FASHIONED  SYRUP  CO.,  INC.

          On  January  8,  1999,  Meridian entered into an Acquisition Agreement
with  The  Old  Fashioned  Syrup Company, Inc. (the"Syrup Company"), pursuant to
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.
Simultaneously  with  the  Acquisition  Agreement, Meridian entered into a Stock
Purchase Agreement with a founder and current director of Meridian, pursuant
to which Meridian purchased 100,000 shares of its Common Stock for the sum of
$50,000.  The shares repurchased were  retired  by  Meridian.

                                        4
<PAGE>

          The  Syrup  Company  had been incorporated in Florida in November 1996
for  the  purpose  of  developing and marketing a sugar-free, fat-free chocolate
flavored  syrup.  The  Syrup  Company has two wholly-owned subsidiaries; The Old
Fashioned Egg Cream Company, Inc. and The Original Egg Cream Company, Inc., both
of  which  are  Florida  corporations.





          3.     SWEET  'N  LOW(R)  LICENSE  AGREEMENT                    WITH
CUMBERLAND  PACKING  CORP.

          In  January  1999,  the  Syrup  Company  entered  into a ten (10) year
license  agreement  with  Cumberland Packing Corp. under which the Syrup Company
was  granted  the  exclusive  license  to utilize the well-known Sweet 'N Low(R)
brand  name  in  connection  with the sale of its sugar-free, fat-free chocolate
syrup product (the "Syrup"). The Syrup was first introduced to the food industry
under  the  Sweet'N  Low(R) name in late January 1999.  The Syrup is free of all
sugar,  fat  and  cholesterol.

4.   EGG  CREAM  COMPANIES

          The  Old Fashioned Egg Cream Company, Inc. was incorporated in Florida
in 1993.  From that time through 1999, it engaged directly or through franchises
in the business of selling freshly made egg cream drinks and other food items to
the  public  from  specially designed carts decorated to the motif of early 20th
century  Brooklyn  and  bearing the registered trademark Old Fashioned Egg Cream
Company.  The  Old  Fashioned  Egg Cream Company is currently not conducting any
active  business  operations.

          5.     CHAMPIONLYTE,  INC.

          ChampionLyte,  Inc.  was  incorporated  in Florida in 1999 to develop,
market  and  distribute  a line of sugar-free non-carbonated beverages under the
Company's  trademark  ChampionLyte(TM).  The  Company  intends to ship its first
products  in  the  second  quarter  of  2000.

               (b)     Business  of  Issuer:

               (b)(1)     Principal  Products  and  Services  and their Markets.


                                        5
<PAGE>

               SWEET'N LOW (R) SYRUP.    The Syrup Company's principal  products
are  its  sugar-free,  fat-free,  cholesterol-free  syrups  marketed  under  the
well-known  Sweet'N  Low  brand  name. The Syrup Company utilizes the brand-name
under  a long-term license agreement with Cumberland Packing Corp., the owner of
the Sweet'N Low(R) family of trademarks.  Under the agreement, the Syrup Company
has  the  exclusive right to utilize the Sweet'N Low  mark on chocolate-flavored
syrup.  It  also has the exclusive right of first refusal to utilize the mark on
other  flavored  syrups.  In 1999, the Company introduced its chocolate flavored
syrup.  In  the  first  quarter of 2000, Cumberland approved the Syrup Company's
introduction  of two new flavors, strawberry and vanilla creme syrups, under the
Sweet'N Low(R) name.  The Syrup Company introduced the new flavors to the market
in  February 2000.  The license agreement has an initial term of ten (10) years,
expiring  December  31,  2008.  The  Syrup  Company  has  the right to renew the
agreement  for  two  additional  7  year  renewal  terms, provided  it is not in
default.  The  agreement  contains  minimum  royalty  and  marketing expenditure
requirements  during each year of the term.  The Syrup Company has satisfied all
requirements for the first contract year and anticipates that it will be able to
meet  the remaining minimum requirements under the contract throughout its term.
However, if the Syrup Company fails to meet its requirements, Cumberland has the
right  to  terminate  the  license.  In  connection  with the license agreement,
Meridian issued to Cumberland warrants to purchase 350,000 shares of  Meridian's
common  stock  at  a price equal to the greater of$2.50  per share or 50% of the
average  trading  price for the Meridian's shares during the twenty (20) trading
days  preceding  the  exercise  of  the  Warrants.  The  number  of warrants was
increased  to  385,000  as  a result of a 10 percent stock dividend in September
1999.

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

                                        6
<PAGE>

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

          The  Egg  Cream  Companies  are  not  currently  conducting any active
business  operations.  Neither  of the egg cream carts is currently in operation
and  there  are  no current franchisees.  Meridian's current business plan is to
engage  the  services  of  an  experienced  franchise  industry  executive  to
re-establish  the  Egg  Cream  Companies'  franchise  business.  The  Egg  Cream
Companies  are  currently  registered to sell franchises with the New York State
Attorney  General's  office  and  is  exempt from registration with the State of
Florida.

          CHAMPIONLYTE,  INC.     ChampionLyte,  a  wholly-owned  subsidiary  of
Meridian,  was  incorporated  in  Florida  in  August  1999  for  the purpose of
developing  and  marketing  a  sugar-free  soft drink.   The drink, a sugar-free
alternative  to  active  drink  market  products  such  as Gatorade(R) and Power
Ade(R),  is  planned to be introduced in four flavors (lemon-lime, orange creme,
grape  and  fruit  punch)  in  the  second  quarter  of  2000.

               (b)(2)     Market:
                          -------
               (i)     RETAIL MARKET     The  principal customers  for the Syrup
are  food  retailers,  such  as supermarkets, drug store chains, discount stores
and  warehouse  centers.   The  Syrup  Company  has  established  a  network  of
international,  national and regional food brokers to market the  Syrup to these
outlets.  The success of the Syrup Company is dependent upon its ability to have
its  products  available  at such outlets throughout the country.  Management of
the  Syrup  Company  believes  that the quality of its products, their appeal to
health-conscious  consumers,  the  fame  and  reputation  of  the  Sweet  'N Low
trademark  and  its  network  of  food brokers should enable it to penetrate the
retail  food  market.

                                        7
<PAGE>

               The  primary consumers at whom the Syrup Company is directing its
marketing  efforts are  diabetics.  According to a 1996 estimate by the American
Diabetes  Association,  there  are  approximately 16,000,000 Americans suffering
from  diabetes,  plus  another five to ten million Americans who are required to
maintain  a  strict  diet  regime  for  various medical conditions. In addition,
millions  more Americans restrict their sugar consumption in an effort to reduce
their  calorie  intake.  All of these people form a natural market for the Syrup
Company's product.  The enormous success of products such as Diet Coke(R), Snack
Well(R)  cookies and various sugar-free ice cream products have established that
there  is  a  substantial  market  for sugar-free/reduced calorie food products.

               Management  believes that the Syrup is the first sugar-free syrup
product  available  which provides a satisfying and acceptable taste and texture
in  the  three available flavors.  Public and industry acceptance have been very
positive  to  date.  In  July  1999,  the National Board of the American Tasting
Institute  granted  its  1999 American Tasting Award of Excellence to the Syrup.
In  June 1999, the Syrup Company's product was voted the Best New Product in the
general  merchandise  category by the National Association of Chain Drug Stores.
Public  response  has  also been positive, as reflected by substantial reorders.

               In  June  1999,  in a further effort to expand the market for its
products,  Meridian  entered  into  an agreement with Francis Anthony, the "Love
Chef"  of  television  and  magazine fame, under which Mr. Anthony has agreed to
develop  recipes  for the Syrup Company and represent the product to the public.
Meridian  believes  that  Mr.  Anthony's  involvement  has  and will continue to
increase  the  visibility  of  the  Syrup  Company's  products.

               (ii)     INSTITUTIONAL/FOOD  SERVICE  MARKET.  Another  important
market  for  the  Syrup  will  be  bulk  package sales to institutional and food
service  customers,  such  as  hospitals,  nursing  homes,  schools,  hotels,
restaurants,  ice cream and frozen yogurt shops, baked and prepared food product
manufacturers and sports and entertainment venues.  Hospitals and nursing homes,
aggregating  more than 40,000 units nationwide, present a natural market for the
Syrup,  especially  for diabetes sufferers and others required to restrict their
sugar  intake.  The  Syrup  also fills the ever growing niche of reduced calorie
and  reduced  fat alternatives to popular snack foods and sweets. The Company is
establishing  its  distribution  processes  for   this  market  and  intends to
commence shipments during the second quarter  of  2000.

                                        8
<PAGE>

               (iii)  PRIVATE LABELING. Under its agreement with Cumberland, the
Syrup Company has the right to package and sell a percentage of its annual syrup
production under the private label of its customers.  To date, the Syrup Company
has  not  shipped any private label goods but plans to commence shipment of such
goods  during  2000.

               (iv)  INTERNATIONAL MARKETING.     Management  has negotiated  an
arrangement  with  Cumberland  by  which  Cumberland  has  agreed  to  act as an
international  distributor  of  the  Syrup  Company's  chocolate, strawberry and
vanilla  creme  syrups  in  approximately  43 nations throughout the world where
Sweet'N  Low  sugar  substitute is marketed.  In addition, the Syrup Company has
signed  an  agreement  with Nafpro Canada, Inc. to serve as the exclusive broker

for  the  sale  of  Syrup  in  Canada.  These  arrangements  should  provide
international  distribution  on  a  widespread  and  favorable  cost  basis.

               (b)(3)     New  Products  or  Services.
                          ----------------------------
          In  the first quarter of 2000, Meridian completed its development of a
sugar-free soft drink, which it intends to introduce to the market in the second
quarter  of  2000.  The  product  is  designed  to  compete  in the active drink
industry,  by  providing a sugar-free alternative to well-known products such as
Gatorade(R),  and  Power Ade(R).  The Company believes that its product can fill
an  economically  significant  niche  in  this  growing "sports drink" category.
Current  sales  of  drinks in this category exceed $2 billion per year. Based on
historical patterns, the Company believes that sugar-free products introduced to
this  market  should  be  able  to  capture  up to 10% of the total market.  The
Company believes it will be able to capture a significant portion of that share,
based  on consumer reactions to the products in taste tests and on the Company's
existing  network  of  distribution  for  its  sugar-free,  fat-free  syrups.

               (b)(4)     Competition.
                          -----------
               There  are  other brands of syrup on the market,  some  of  which
advertise as fat-free, sugar-free,  cholesterol-free  or  low-calorie,  as  well
as nationally and internationally known brands of syrup, which  could reasonably
be considered as competition for the Syrup Company's products.  Major  chocolate
manufacturers,  such  as  Hershey, sell syrups designated as "Lite" and Smuckers
has  recently  introduced  a sugar-free   chocolate   flavored   syrup.   These

                                        9
<PAGE>

companies  are  larger  and have greater resources than  Meridian and  therefore
can  expend greater funds in  marketing  and   advertising   their   products.
Meridian's  ability  to  compete successfully with those companies is dependent
upon its ability to continue to produce  a  tasty  product  and  persuade  food
retailers  to  carry its product. Meridian  believes  that  its  product,  with
targeted marketing  under  the internationally renowned  Sweet'N Low brand name,
will continue to be favorably received  in  the  market place and establish the
Syrup Company as a significant purveyor of sugar-free, fat-free and cholesterol-
free syrups and other products.

               In  the  soft  drink category, the Company will be competing with
major  soft  drink  distributors  including  Pepsico,  Gatorade and others.  The
ability  to  compete  successfully  with  these  companies is dependent upon the
Company's  ability  to  produce  a tasty, sugar-free alternative to the existing
sugared  drinks  and to persuade food retailers to carry its products.  Based on
consumer taste tests, the Company believes it has created products which will be
receptive  to  consumers  as  a sugar-free alternative to sugared sports drinks.
The  Company  also  believes  that  the inroads to the retail food market it has
already established with its syrups should facilitate its ability to gain access
to those markets for its soft drink product.  However, the competition for shelf
space  in  food  retail establishments is intense and the ability to obtain such
shelf  space  is  essential  to  the  potential  success  of  these  products.

          (b)(5)     Sources  of  Supply.
                     --------------------
               The  Syrup is manufactured, packaged and shipped on behalf of the
Syrup  Company  by  co-packers  under  separate  agreements.  The  bulk  of  the
Company's  current  production  is being manufactured by Beverage House, Inc. in
Cartersville,  Georgia.  The  Company  also  has a co-packing agreement with Sea
Breeze,  Inc.,  located in Towaco, New Jersey.  The products are manufactured to
specifications  and  formulae  developed  by  the  Syrup Company and approved by
Cumberland.  The Syrup Company monitors production to assure quality control and
consistency.  The  Syrup  Company  believes  that  this  co-packing  method  of
manufacture and distribution is beneficial for the Syrup Company since it allows
production  and shipment without the substantial capital expenditure required to
establish  its  own production facilities.  Under its agreement with Sea Breeze,
the  Syrup  Company  has  agreed  to  pay that company $.50 for each case of the

                                       10
<PAGE>

Syrup  packed  and  shipped  through  any other co-packer during the term of the
Agreement in the event the Syrup Company ceases packing and shipping through Sea
Breeze  at  customary  levels.

               Meridian  is  also  in  the  process  of  identifying  additional
suppliers  around  the  country  who  satisfy  Meridian's  quality  and delivery
requirements.  Meridian  believes  that  having  such regional facilities spread
throughout  the country would reduce the cost and timing of delivery and thereby
help   Meridian   better   meet  the   anticipated   needs  of   its  customers.

               The  soft  drinks  will  be manufactured, packaged and shipped on
behalf  of  the  Company  by  Beverage  House.  The  drink  concentrate  will be
manufactured  by  Beverage  House  in  Georgia using Meridian's formulas and the
product  will  then  be  manufactured, packed and shipped through a sub-contract
facility  of  Beverage  House  in  Pennsylvania.

               (b)(6)     Major  Customers.
                          -----------------
               The  Syrup  Company has approximately 150 customers, none of whom
accounts  for  10%  or  more  of  the  Syrup  Company's  total  sales.

               (b)(7)     Patents,  trademarks,  licenses.
                          --------------------------------
               The  Syrup  Company's  subsidiary,  The  Old  Fashioned Egg Cream
Company, Inc., is the owner of the U.S. Trademark registrations for the mark OLD
FASHIONED  EGG  CREAM  for  food  products, clothing items and food service. The
Syrup  Company  is  the  owner of the trademarks THE OLD FASHIONED SYRUP COMPANY
and  NO  GUILT,  both  of  which  are the subject of pending applications in the
United  States  Patent  and  Trademark Office.  ChampionLyte is the owner of the
trademark  CHAMPIONLYTE  which  is  also  the  subject  of  a  pending trademark
application  in  the  United  States  Patent  and  Trademark  Office.

               Under a license agreement dated January 1999 with Cumberland, the
Syrup  Company  acquired  the  license  to  use  the  Sweet  'N Low trademark in
connection with the manufacture and sale of its sugar-free, fat-free syrup.  The
Syrup  Company  is  currently  negotiating with Cumberland to expand its license
rights  to  include  sugar-free  beverages.

                Meridian  intends to continue to protect all of its intellectual
property  through  appropriate  state and federal registrations and enforcement.

                                       11
<PAGE>

               (b)(8-9)     Government  Regulation  and  Approval.
                            --------------------------------------
          The  labeling  of  Meridian's products is subject to regulation by the
United  States  Food and Drug Administration. The Company believes that it is in
full compliance with those regulations.  The sale of food products to the public
is  subject  to  various  state  and local health and safety regulations.  It is
Meridian's  policy  to  comply  in  full  with  all  such  regulations.

               (b)(10)     Research  and  Development.
                           ---------------------------
               Since  1998,  Meridian  has  engaged  in research and development
related  to  its  current  and  proposed  new  products  through  its  contract
co-packers.  The  expenditures  on research and development have been undertaken
by  the  co-packers,  with participation in the development process by the Syrup
Company's  employees.

               (b)(11)     Environmental  Compliance.
                           --------------------------
               Meridian  does  not anticipate  any  significant costs  to comply
with  environmental  laws  and requirements.

               (b)(12)     Employees.
                           ----------
               As  of March 31, 2000,  Meridian had six (6) full-time employees,
all  of  whom  worked  at  Meridian's  offices  in  Boca  Raton,  Florida.

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

                                       12
<PAGE>

               (d)  Management's  Discussion  and
                    Analysis  of  Financial  Condition
                    ----------------------------------

               (d)(1)  Results  of  Operations:
                       ------------------------
               In  1999, Meridian's sales revenues were $395,980, as compared to
$144,206  in  1998,  an  increase  of 175%.  However, Meridian had a net loss of
1,017,264,  or $.20 per share, as compared to a net loss of 166,996, or $.04 per
share,  in 1998.  The increased loss in 1999 was attributable primarily to  five
factors:  the  commencement  of  payment of  salaries  to  officers in 1999, the
addition  of a sales vice president in May 1999, increased advertising costs and
slotting fees, increased trade show expenses and associated travel expenses, and
increased  professional fees related tot he reverse acquisition of Old Fashioned
Syrup  Company,  the  completion  of  the  Cumberland  (Sweet  N'Low)  License
Agreement  and the registration of the Company's securities under the Securities
Exchange  Act.  These  increases  were  generally  attributable  to the start-up
nature  of  Meridian's business in 1999.  Such expenses as a percentage of sales
revenues  are  expected  to  decrease  significantly  in  2000.

               (d)(2)  Liquidity  and  Capital  Resources
                       ----------------------------------
               Meridian's  available cash at December 31, 1999 was approximately
$68,000,  as  compared  to approximately $36,000 at December 31,  1998.  Working
capital  in  1999  was provided  primarily from the  exercise  of  outstanding
common  stock  purchase  warrants issued in a Regulation D, Rule 504 Offering in
1999.  Meridian  believes  that cash flow  from  operations  during 2000  would
provide sufficient  working  capital to operate  its  syrup  business   during
2000.  However,   Meridian  intends  to introduce a new sugar-free  soft drink
during the second  quarter  of  2000, for which  it  intends  to  expend working
capital  beyond amounts  provided by operations.  It is management's   intention
to   continue   to  raise  private investment capital in the early part of 2000,
with  the  intention of making  an initial public offering of its securities in
the  fourth  quarter  of 2000.  An additional $427,500  has  been raised  from
private investors in  the first quarter of 2000.  If Meridian does not complete
the proposed IPO during 2000,  it  will seek bridge loan or other debt financing
to generate  the working capital sufficient to conduct and continue to grow its
business.

                                       13
<PAGE>

ITEM  7.    DESCRIPTION  OF  PROPERTY.

            Meridian's executive and administrative offices occupy approximately
1,607  square  feet  of  office  space at 3350 N.W. 2nd Avenue, Suite A-28, Boca
Raton,  Florida.  Meridian  leases  this  space from an unaffiliated party at an
annual  cost  of  $19,284.00  plus common area maintenance charges under a lease
which  expires  on  February  28,2001.  Meridian  also  rents  warehouse  and
distribution facilities in Jersey City, New Jersey from Port Jersey Distribution
Services, with rental based on the amount of space and services used each month.

ITEM  8.    DIRECTORS,  EXECUTIVE  OFFICERS  AND  SIGNIFICANT  EMPLOYEES

            Meridian's executive officers  and  directors  are  as  follows:
<TABLE>
<CAPTION>

NAME             AGE                                  POSITION
---------------  ---  -------------------------------------------------------------------------
<S>              <C>  <C>
Mark Streisfeld   49  President, Director

Alan Posner       54  Chief Executive Officer, Chief Financial Officer,
     Secretary and Director

Ronald Shapss     53  Director

Joel Flig         46  Director

Paul M. Galant    58  Director

</TABLE>


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

MARK  STREISFELD  was elected as President and Director on February 24,1999.  He
was  co-founder and has been president of The Old Fashioned Syrup Company, Inc.,
its subsidiaries and predecessors since 1994.  From 1976 to 1989, Mr. Streisfeld
operated  a  retail  electronics  business  in  Monticello,  New  York, which he
founded.  From  1989  to  the  present,  Mr.  Streisfeld  has operated  a multi-

                                       14
<PAGE>

faceted  jewelry  enterprise  in  Monticello, founded  by  him  and  his family.
From 1973  to  1976  he  was  an elected  trustee  of the Village of Monticello.
Since 1985 Mr. Streisfeld has been  a  Rated  Jeweler  by  the  Jewelers  Board
of Trade and a member of the Advertising Specialties Institute.  He is currently
a  member  of  the Sullivan County (NY) Chamber of Commerce, the Sullivan County
Action  Committee  and  the Board of Directors of the  New  Hope Community  for
Retarded  Adults  (Sullivan  County,  NY).

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

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

                                       15
<PAGE>

JOEL  FLIG,  a  director of Meridian since August 1999, is the founder(1989) and
CEO  of  Financial  Solutions  Group,  Ltd.,  a  New  York based company engaged
nationwide  in  placement  of senior debt.  Since 1998 he has been a director of
Sparta Surgical Supply Co.  Prior to his current business entity, Mr. Flig was a
member  of  the  Board  of  Directors  and  Executive  Vice  President  of Aspen
Financial,  Inc. (a bank holding company) and from 1981 to September 1988 he was
First  Vice  President  of  Union Chelsea National Bank (NY).  From 1977 through
May,  1981  he  served in a variety of executive capacities at Republic National
Bank  (NY)and  began his banking career in the Management Development program at
Chase  Manhattan  Bank  (NY)  in 1974.  Mr. Flig received a B.B.A. degree in1977
from the Bernard Baruch College of the City of New York, and his MBA-Finance
from St.  John's  University  (NY).

PAUL M. GALANT was appointed by the new Board of Directors as Special Counsel in
February,  1999,  served as an officer and director of Meridian from August 1994
to  February 24, 1999 and was elected to Meridian's Board of Directors in August
1999. Between 1975 and 1997, Mr. Galant was a registered NASD General Securities
Principal.  He  has  been  a business development consultant since 1970.  He has
served  as  an  officer  and  director  of  various development stage companies,
including  Deerfield  Financial Services, Inc., www.eBIZnet.com, Inc. and is the
founder  and  currently  serves  as an officer and director of NetWeb Online.Com
Inc.  He has been a  practicing  attorney  in  the  State  of  New  York  since
1966.  Between1975  and 1986, Mr. Galant  was  a founding  partner and  general
principal of a Long Island (NY) based full service brokerage firm. Subsequently,
he  was  cofounder,  an  officer and/or a registered principal  of  several NASD
member securities/brokerage firms in the New York metropolitan area.  Since 1981
he  has  served  as President of PR Sources  Inc., a private  entity engaged in
corporate development services. From  1966  through  1968  he  served  in  the
U.S. Army.  Mr. Galant is a 1965 graduate of Brooklyn  Law  School  (J.D.), and
received a Bachelor of Business Administration degree from Adelphi  University
in  1962.

                                       16
<PAGE>

ITEM  9.     REMUNERATION  OF  DIRECTORS  AND  OFFICERS

     (a)     Compensation

<TABLE>
<CAPTION>

Name of Individual or Identity of Group            Capacities in Which Remuneration was Received   Aggregate Remuneration
                                                                      in 1999
<S>                                                <C>                                             <C>
Mark Streisfeld                                    President and Director                          $               126,5001
Alan J. Posner                                     Chief Executive Officer and Director            $               126,5002
All Officers and Directors as a group (5 persons)                                                  $               257,000
-------------------------------------------------  ----------------------------------------------
</TABLE>

1Consists of $49,500 paid during 1999 and $75,000 of compensation deferred
until 2000.

2Consists  of $49,500 paid during 1999 and $75,000 of compensation deferred
until 2000.

     (b)     Ongoing  plans  or  arrangement

      1)     STOCK  OPTION  PLAN
             -------------------

          In  August  1999,  Meridian adopted an Incentive  Stock  Option  Plan.
Under  the  Plan,  the  Board  is  authorized  to  issue up to  100,000  options
to purchase  Meridian's  stock   to   its   employees,  directors,  consultants
and agents in each year during the term of the Plan.  The options granted under
the Plan  may be qualified or non-qualified.  No options were granted under the
Plan  in  1999.  In 2000, Meridian agreed to issue  20,000 options per year for
five (5) years to  each  of Mark Steisfeld and Alan Posner in  connection  with
their employment contracts, with  the  first Installment to be issued on October
31, 2000.

      2)     COMPENSATION  OF  DIRECTORS
             ---------------------------

          Directors  are  paid $1,500 for each [annual] meeting  of  the  Board
Which they  attend.

      3)     EMPLOYMENT  CONTRACTS
             ---------------------

          Meridian  has  entered  into  employment  contracts with the following
individuals:


                                       17
<PAGE>

          1.     Alan  Posner.
                 ------------
                 In January 2000, the Company entered  into  a  four (4)  year
employment  contract  with  Alan  Posner  to serve  as  Chief Executive Officer.
Under  the  Agreement, Mr. Posner receives a base salary of $125,000  per year
through  October  31,  2000,  $175,000   per  year  from   November  1,  2000
through  October  31,  2001  and  $250,000  per  year  from  November  1, 20001
through October 31, 2004.  Pursuant  to  a  separate  agreement,  Mr. Posner has
agreed to  defer  $75,500  of compensation  due  to  him in 1999  to  2000.  In
addition, Meridian  has  agreed to  issue Mr. Posner  a  total of  100,000 stock
options under its 1999 Incentive Stock Option  Plan  in  five (5)  equal  annual
installments  of 20,000 options each commencing  October  31,  2000.

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

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

     (e)     Report  on  Repricing  of  Options/SARS
             ---------------------------------------
             Meridian has not repriced any options or stock appreciation rights.


                                       18
<PAGE>

ITEM  10.  SECURITY  OWNERSHIP  OF  MANAGEMENT  AND CERTAIN SECURITY HOLDERS.

           The  following table sets forth information as of March 31, 2000 with
respect  to  the  beneficial  ownership of Meridian's securities by officers and
directors,  individually  and as a group.  To Meridian's knowledge, on March 17,
2000,  there were no holders of more than 5% of its Common Stock other than Alan
Posner,  and  Mark  Streisfeld.  Unless  otherwise  indicated,  all  shares  are
beneficially  owned  and  sole  investment  and  voting  power  is  held  by the
beneficial  owners  indicated.  On March 31, 2000 there were 5,736,399 shares of
Common Stock, 350 shares of convertible Preferred Stock and 385,000 Common Stock
Purchase Warrants outstanding. No shares of any other class of capital stock are
outstanding.

<TABLE>
<CAPTION>



NAME AND ADDRESS OF                     TITLE OF CLASS   AMOUNT AND NATURE   PERCENT OF
BENEFICIAL OWNER                                         OF BENEFICIAL          CLASS
                                                            OWNERSHIP
<S>                                     <C>                   <C>                  <C>
Paul Galant                             Common Stock        330,0003 - Direct      5.8%
470 N.E. 25th Terrace
Boca Raton, FL

Alan Posner                             Common Stock      1,112,7914 - Direct     19.4%
198 Gregory Rd.
Monticello, NY 12701                    Series I
                                      Preferred Stock         1,750 - Direct        50%

Ronald Shapss                           Common Stock        220,972 - Direct       3.9%
S. Prestwick Court
New City, NY 10956

Mark Streisfeld                         Common Stock      1,112,7915 - Direct     19.4%
75 Atwell Lane
Monticello, NY 12701                    Series I              1,750 - Direct        50%
                                     Preferred Stock

All Officers and Directors as a Group   Common Stock      2,776,554               48.4%
(5 persons)                             Series I
                                        Preferred               350                100%
--------------------------------------  --------------   -----------             ------
</TABLE>

3Includes  55,000  shares  held  by  PR  Sources,  Inc., a  Florida corporation
controlled  by  Mr.  Galant.

4Excludes 577,750 shares of Common Stock issuable to Mr. Posner upon conversion
of his 1,750  shares  of  Series  I  Preferred  Stock.  (See  "Description  of
Securities - Preferred  Stock").

5Excludes  577,750  shares  of  Common  Stock issuable  to  Mr. Streisfeld upon
conversion of his 1,750 shares of Series I Preferred Stock.  (See "Description
of Securities  -  Preferred  Stock").

                                       19
<PAGE>


ITEM  11.     INTEREST  OF  MANAGEMENT  AND  OTHERS  IN  CERTAIN
TRANSACTIONS

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

     PART  II

ITEM  1.     MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER  STOCKHOLDER  MATTERS.

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

                                       20
<PAGE>

<TABLE>
<CAPTION>

YEAR  QUARTER                     HIGH    LOW
<C>   <S>                        <C>     <C>
1999    First                     2.375    0.00
1999    Second                   2.5625  1.0313
1999    Third                     3.875  2.1875
1999    Fourth                   3.5625  2.1875
2000    First (through 2/29/00)  2.8125    1.25
----  -------------------------  ------  ------
</TABLE>

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

          (b)     HOLDERS.
                  --------
                  As  of  March 31, 2000,  there  were  384  record  holders  of
Meridian's Common Stock.  Based on information from brokers and other sources,
Meridian  estimates  that as  of  March  31,  2000 there were approximately 604
beneficial  holders  of  Meridian's  Common  Stock.

          (c)     DIVIDENDS.
                  ---------
                  Meridian  paid  no  cash dividends with respect to its Common
Stock  during  1999  and  has  no current intention to pay any cash dividend.
Meridian  declared  and  distributed  a  10% stock dividend to all shareholders
of  record  of  Common  Stock  on  September  30,  1999.

ITEM  2.     LEGAL  PROCEEDINGS.

             Meridian is not a party to any lawsuit, litigation, or regulatory
proceeding  of  any  kind,  filed,  pending  or  threatened.


ITEM  3.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS

             None.


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

             In August 1999, at  the  Annual  Meeting  of  Shareholders,  the
shareholders  elected the present Board of Directors for a term of one (1) year,
approved  Meridian's  1999  Incentive Stock Option Plan and approved a 10% stock
dividend  to  shareholders  of  record  on  September  30,  1999.

ITEM  5.     COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

             Meridian has no information to report with respect to Section 16(A)
Of the  Exchange  Act.

ITEM  6.     REPORTS  ON  FORM  8-K

             None.
                                       21
<PAGE>

PART  F/S
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                   MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARY

Independent  Auditors'  Report                    F-2

Consolidated  Balance  Sheet                      F-3

Consolidated  Statement  of  Operations           F-4

Consolidated  Statement  of  Stockholders'
Equity  (Deficit)                                 F-5

Consolidated  Statement  of  Cash  Flows          F-6

Notes  to  Consolidated  Financial  Statements    F-7-F-11

                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To  the  Board  of  Directors
Meridian  USA  Holdings,  Inc.


We  have  audited  the  accompanying  consolidated balance sheet of Meridian USA
Holdings, Inc. and subsidiary as of December 31,1999, and the related statements
of operations, stockholders' deficit and cash flows for the years ended December
31,  1999  and  December  31,  1998.  These  financial  statements  are  the
responsibility  of  the Company's management.   Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audits.

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


presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Meridian USA Holdings, Inc. and
subsidiary,  for the years ended December 31, 1999 and December 31, 1998 and the
results  of  their  operations  and their cash flows for the years then ended in
conformity  with  generally  accepted  accounting  principles.


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

New  York,  New  York
March  30,  2000

                                       F-2
<PAGE>

<TABLE>
<CAPTION>

                   MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARY
                   ------------------------------------------
                           CONSOLIDATED BALANCE SHEET
                           --------------------------
                                DECEMBER 31, 1999
                                -----------------

                                                                       ASSETS
                                                                       ------

Current assets:
<S>                                                                      <C>
  Cash                                                               $ 67,699
  Accounts receivable, net                                             43,293
  Inventory                                                            47,184
  Advances - stockholders                                              99,000
                                                                       ------
    Total current assets                                              257,176

Property and equipment, net                                             8,442

Licensing agreement, net                                              170,133
                                                                      -------
                                                                     $435,751
                                                                     ========

</TABLE>

<TABLE>
<CAPTION>

                           LIABILITIES AND STOCKHOLDERS' DEFICIT
                           -------------------------------------

Current liabilities:
<S>                                                                      <C>
  Accounts payable                                               $   152,350
  Accrued expenses and other current liabilities                     341,745
                                                                     -------
    Total current liabilities                                        494,095
                                                                     -------
Commitments and contingencies                                              0

Stockholders' deficit:
  Convertible preferred stock,  par value $1.00  -  authorized
       1,000,000 shares, 3,500 shares issued and outstanding           3,500
  Common stock, par value $.001 - authorized 20,000,000 shares,
    issued and outstanding 5,736,500                                   5,737
  Additional paid-in capital                                       2,173,679
  Accumulated deficit                                             -2,241,260
                                                                  ----------
                                                                    (58,344)
                                                                     -------
                                                                  $  435,751
                                                                   =========

</TABLE>

                 See notes to consolidated financial statements
                                       F-3
<PAGE>


<TABLE>
<CAPTION>

                          MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARY
                          ------------------------------------------

                            CONSOLIDATED STATEMENTS OF OPERATIONS
                            -------------------------------------



                                              Year Ended December 31,
                                              1999               1998
<S>                                            <C>                <C>
Net sales                                  $  395,980          $  144,206

Cost of goods sold                            268,654             105,916
                                              -------             -------
Gross profit                                  127,326              38,290

Selling, general and administrative         1,144,590             205,286
                                            ---------             -------
Net loss                               $   (1,017,264)      $   (166,996)
                                             =========         ==========
Net loss per common share - basic and
   assuming dilution                      $     (0.20)        $    (0.04)
                                             =========         ==========
Weighted average number of
  common shares outstanding                 5,210,546          4,088,517
                                            =========         ==========

</TABLE>


                 See notes to consolidated financial statements
                                       F-4
<PAGE>

<TABLE>
<CAPTION>


MERIDIAN  USA  HOLDINGS,  INC.  AND  SUBSIDIARY
-----------------------------------------------
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
--------------------------------------------------------

                                 Common Stock         Convertible Preferred    Additional                  Total
                                                             Stock             Paid-in  Accumulated    Stockholders'
                                 Shares      Amount   Shares      Amount       Capital    Deficit   Equity (Deficit)
<S>                              <C>         <C>     <C>          <C>          <C>          <C>         <C>

Balance, December 31, 1997       439,056     $ 439       0         $  0        $ 628,120  $ -535,500  $ 93,059
Issuance of common stock
 for services                    330,000       330       0            0                0           0       330
Issuance of common stock           2,000         2       0            0            1,998           0     2,000
Issuance of common
 stock purchase warrants               0         0       0            0              850           0       850
Net loss                               0         0       0            0                0   (166,996) (166,996)
                                --------     -----    ------      --------      --------   ---------- --------
Balance, December 31, 1998       771,056       771       0            0          630,968   (702,496)  (70,757)

Issuance of
convertible preferred
 stock from reverse merger             0        0    3,500        3,500                0          0      3,500
Issuance of common stock
from reverse merger            3,026,794    3,027        0            0                0          0      3,027
Issuance of common stock          47,150       47        0            0           47,103          0     47,150
Exercise of common
 stock purchase warrants         850,000      850        0            0          849,150          0    850,000
Issuance of common stock
related to reverse acquisition   620,000      620        0            0            (620)          0          0
Stock dividend                   521,500      522        0            0          520,978  (521,500)          0
Repurchase of common stock     (100,000)    (100)        0            0         (49,900)          0   (50,000)
Issuance of warrants for
 license agreement                     0        0        0            0          176,000          0    176,000
Net loss                               0        0        0            0                0(1,017,264)(1,017,264)
                               ---------    -----    -----       ------         --------  ---------- ---------
Balance, December 31, 1999     5,736,500  $ 5,737    3,500      $ 3,500      $ 2,173,679(2,241,260)   (58,344)
                               =========  =======   ======       ======       ========== =========   =========
</TABLE>

                 See notes to consolidated financial statements
                                       F-5
<PAGE>

<TABLE>
<CAPTION>

                                 MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARY
                                 ------------------------------------------

                                    CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                       Year ended December 31,
                                                                       ----------------------
                                                                       1999              1998
                                                                       ----              ----
<S>                                                                     <C>              <C>
Cash flows from operating activities:
  Net loss                                                        $ -1,017,264        $-166,996
  Adjustments to reconcile net loss to net cash
    used in operating activities:
      Depreciation and amortization                                     14,198            8,079

  Changes in current assets and liabilities:
    Increase in accounts receivable                                    -29,054           -4,542
    Increase in inventory                                              -47,184                0
    Decrease in other assets                                             3,001           -1,479
    Increase in accounts payable                                        73,191           53,698
    Increase in accrued expenses and other current liabilities         336,403           -5,225
                                                                       -------          -------
  Net cash used in operating activities                               -666,709         -116,465
                                                                      --------        ---------
Cash flows from investing activities:
    Capital expenditures                                                     0           -2,015
                                                                      --------          -------
  Net cash used in investing activities                                      0           -2,015
                                                                     ---------          -------
Cash flows from financing activities:
    Loan payable - stockholders                                        -50,000           50,000
    Advances to stockholders                                           -99,000                0
    Repurchase of common stock                                         -50,000                0
    Proceeds from sale of stock and exercise of warrants               897,150          101,106
                                                                       -------          -------
  Net cash provided by financing activities                            698,150          151,106
                                                                       -------          -------
Net increase in cash                                                    31,441           32,626

Cash, beginning of year                                                 36,258            3,632
                                                                        ------            -----
Cash, end of year                                                    $  67,699        $  36,258
                                                                     =========        =========

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year:
    Interest expense                                                 $       0            1,890
                                                                     =========          =======
    Income taxes                                                     $       0                0
                                                                     =========          =======

Supplemental Disclosure of Non-Cash Investing and Financing Activities:
  Issuance of common stock and convertible preferred stock
    in reverse merger                                                $   3,377        $   3,377
                                                                     =========          =======
  Issuance of common stock related to reverse merger                 $     620        $       0
                                                                     =========          =======
  Issuance of warrants for licensing agreement                       $ 176,000        $       0
                                                                     =========          =======
</TABLE>

                 See notes to consolidated financial statements
                                       F-6
<PAGE>

                   MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 1999 AND 1998
                     --------------------------------------

1.   ORGANIZATION:
     -------------

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


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

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     A.     PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include  the  accounts  of  the  Company  and  its  subsidiary.  All  material
intercompany  transactions  have  been  eliminated.

     B.     ESTIMATES  -  The  preparation of financial statements in conformity
with  generally  accepted  accounting  principles  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.     REVENUE  RECOGNITION  -  Revenues  are  recognized  as  products are
received  by  customers.

     E.     INVENTORIES  -  Inventories are stated at lower of cost or market on

the  first-in,  first-out  method  of  inventory  valuation.

     F.     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.

                                       F-7
<PAGE>

     G.     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.

     H.     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.

     I.     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.

     J.     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.

     K.     LICENSING  AGREEMENT  -  The  licensing  agreement is amortized on a
straight-line  basis  over  ten  years.

     L.     IMPAIRMENT  OF  LONG-LIVED  ASSETS  - The Company reviews long-lived
assets  for  impairment  whenever  circumstances and situations change such that
there  is  an  indication  that  the  carrying amounts may not be recovered.  At
December 31, 1999, the Company believes that there has been no impairment of its
long-lived  assets.

3.   RELATED  PARTY  TRANSACTIONS
     ----------------------------

     As  of  December  31, 1999 the Company has a receivable of $99,000 due from
two  officers  of  the Company.  Such advances are short-term in nature and does
not  bear  interest.

4.   PROPERTY  AND  EQUIPMENT
     ------------------------

     Property  and  equipment  consisted  of  the  following:





<TABLE>
<CAPTION>

                                          December 31,
                                          ------------
                                            1999      1998
                                          ---------  -------
<S>                             <C>       <C>        <C>
Carts                           5 Years   $ 62,500   $62,500
Office Furniture and Equipment  5 Years     18,096    18,096
Vehicles                        5 Years      2,800     2,800
                                          ---------  -------
                                            83,396    83,396
Less: accumulated depreciation             (74,954) (66,623)
                                          --------- --------
                                          $  8,442   $16,773
                                          =========  =======
</TABLE>

                                       F-8
<PAGE>

5.   LICENSING  AGREEMENT
       --------------------

     The  Company  entered  into a ten year license agreement, effective January
20,  1999,  and  as  amended  in  October  1999,  with  Cumberland Packing Corp.
("Cumberland"),  a  New  York  corporation, for the right to use their "Sweet 'N
Low"  Trademark  in  order  to  market  the  Company's  sugar-free,  fat-free,
cholesterol-free  chocolate  flavored  syrup  product.  Licensing  agreement  as
of  December  31,  1999  is  as  follows:
<TABLE>
<CAPTION>

                             Useful Life          December 31, 1999
                             -----------          -----------------

<S>                              <C>                       <C>
Licensing Agreement             10 years                 $176,000
Less: accumulated amortization                              5,867
                                                         --------
                                                         $170,133
                                                         ========
</TABLE>


The  license  agreement bears minimum royalty payments of $30,000 in year ending
December  31,  2000  and increases in increments of $10,000 per annum throughout
the  term  of  the  agreement.

6.   STOCKHOLDERS'  DEFICIT

     On  July 31, 1998, the Company entered into a one year consulting agreement
with  a  brokerage  firm and, as compensation for services, granted a three year
option  to  purchase  25,944 shares of the Company's common stock at an exercise
price  of $.25.  The Company granted to the brokerage firm one time registration
rights  and  unlimited  "piggyback" registration rights to the underlying common
stock  shares  of  these  three  year  options.

     In  April  1999,  the  Company completed a self underwritten Regulation "D"
Rule   504   Offering  of  49,150 shares  of  common  stock,  at  the  price  of
$1.00  per  share, and 850,000 Common Stock Purchase Warrants ("Warrants"), at a
price of $.001 per warrant.  As of December 31, 1999, all of the holders' of the
warrants had converted to common stock at a conversion price of $1.00 per share.

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

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

     In September 1999, in connection with the Cumberland agreement, the Company
has  granted  warrants  to  purchase  385,000 (increase from 350,000 shares as a
result  of  the  10%  stock dividend) shares of the Company's common stock at an

                                       F-9
<PAGE>

exercise  price  equal  to  the greater of $2.50 per share or 50% of the average
trading  price  for  the  Company's  shares  during the twenty days prior to the
exercise  of  the  warrants.  The  warrants  expire  on  December  31,  2008 and
management  has  estimated the value of the warrants, based on the Black-Scholes
option  pricing  model,  in  order  to record  $176,000  of  deferred  licensing
cost.  The deferred licensing cost is being  amortized  on  a  straight-line
basis  over  ten years from the date the warrants  were granted.  Amortization
expense charged to operations for the year ended  December  31,  1999  was
approximately  $5,900.

7.   CONVERTIBLE  PREFERRED  STOCK

     The  Company  is authorized to issue 1,000,000 shares of preferred stock at
 .001  par value, the terms of which may be determined at the time of issuance by
the  Board  of  Directors  without  further  action  by the shareholders.  As of
December  31, 1999,  3,500 shares of convertible preferred stock were issued and
outstanding.  Each share of Preferred Stock is convertible into  300  shares  of
Common Stock.

8.   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.  As
of  December  31,  1999  no  options  have  been  granted.

9.   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.

     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, 1999        December 31, 1998
                                     -----------------       -----------------


<S>                                       <C>                      <C>
Taxes benefit computed at statutory rate  $(429,000)           $(260,000)
Losses for which no tax benefit realized    429,000              260,000
                                          ---------            -----------
Net income tax benefit                    $       -            $       -
                                          ==========            ==========
</TABLE>

                                       F-10
<PAGE>

The  Company  has  a  net  operating loss carryforward for tax purposes totaling
approximately  $1,071,000  at  December  31,  1999  expiring  in  the year 2019.

Listed  below  are the tax effects of the items related to the Company's net tax
liability:
<TABLE>
<CAPTION>

                                            December 31, 1999
                                             -----------------


<S>                                                 <C>
Tax benefit of net operating loss carryforward  $ 429,000
Valuation Allowance                              (429,000)
                                                ----------
Net deferred tax asset recorded                 $       -
                                                ==========
</TABLE>

10.  COMMITMENTS

     Operating Leases -
     ----------------
     The Company has an operating lease for office space
that expires in 2004.  The  future  minimum lease payments
are  as  follows:

<TABLE>
<CAPTION>

December 31,
<S>            <C>
2000           $19,284
2001            19,284
2002            19,284
2003            19,284
2004             3,214
80,350
=============
</TABLE>

11.  SUBSEQUENT  EVENT

     During the period from January 1, 2000 through March 30, 2000, the Company
received an additional $427,500 from the sale of shares of stock in private
transactions not involving a public offering and from additional capital
contributions.

                                       F-11
<PAGE>

                                    PART III

ITEM  1.     INDEX  TO  EXHIBITS

     (10.1)  Employment  Agreement between the Company and Mark Streisfeld
dated  January 2000.

     (10.2)  Employment  Agreement  between  the  Company  and Alan Posner
dated  January 2000.

     (10.3)  Employment  Agreement between the Company and Steve Kreuscher
dated  March 15, 2000.

ITEM  2.     DESCRIPTION  OF  EXHIBITS.

                                       22
<PAGE>
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  report to be signed on its behalf by the undersigned, thereto duly
authorized  on  the  30th  day  of  March,  2000.

                                   MERIDIAN  USA  HOLDINGS,  INC.

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

     In  accordance with  the Exchange Act, this report has been signed below by
the  following  persons on behalf of the registrant and in the capacities and on
the  30th  day  of  March,  2000.


Principal  Executive  Officer:

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

Principal  Financial  Officer  and
Principal  Accounting  Officer:

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

 /s/  Paul  M.  Galant                 Director
----------------------
Paul  M.  Galant

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

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

                                       23
<PAGE>