As Filed on March 31, 2002

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 2001

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from                    to
                                -----------------    -----------------

                         Commission file number 0-28223


                           CHAMPIONLYTE PRODUCTS, 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.)

                           1356 N.W. Boca Raton Blvd.
                            Boca Raton, Florida 33431
                ------------------------------------------------
                        (Address of Principal (Zip Code)
                               Executive Offices)

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

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

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

Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, $0.001 par value

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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.
                                 -------

ChampionLyte's revenues for the year ended December 31, 2001 were $1,245,107.

As of March 15, 2002, there were outstanding 7,501,399 shares of the
registrant's Common Stock, $.001 par value, which is the only outstanding class
of common equity of the Company. As of that date, the aggregate market value of
the outstanding shares of Common Stock held by non-affiliates, based on the
average of the closing bid and asked price of such Common Stock as quoted in the
OTC Bulletin Board was approximately $2,763,150.

Transitional Small Business Disclosure Format (check one):

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

                       DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
                           CHAMPIONLYTE PRODUCTS, INC.
                                2001 FORM 10-KSB
                                TABLE OF CONTENTS

                                                                        PAGE
                                     PART I

ITEM 1.   DESCRIPTION OF BUSINESS                                         4

ITEM 2.   DESCRIPTION OF PROPERTY                                        10

ITEM 3.   LEGAL PROCEEDINGS                                              10

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
            HOLDERS                                                      11

                                     PART II

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

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
            OF OPERATION                                                 12

ITEM 7.   FINANCIAL STATEMENTS                                          F-1

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
            ON ACCOUNTING AND FINANCIAL DISCLOSURE                       14

                                    PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
            AND CONTROL PERSONS                                          14

ITEM 10.  EXECUTIVE COMPENSATION                                         17

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

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 19

ITEM 13.  EXHIBITS, LIST AND REPORTS ON FORM 8-K                         20


<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

(a)      Overview.

         ChampionLyte is a developing company engaged in the manufacture and
sale of fat-free and sugar-free syrups and sports refresher drinks. The first
product we brought to the market was chocolate syrup, which we began to sell in
1999 under the Sweet 'N Low(R) trademark, which we have licensed from Cumberland
Packing Corp. In early 2000, we expanded our syrup product line by adding
strawberry and vanilla creme flavors. In the third quarter of 2000, we
introduced a sugar-free, fat-free and additive-free isotonic refresher drink
under our own trademark, Champion Lyte(R).

(b)      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.

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

         On January 8, 1999, Meridian entered into an Acquisition Agreement with
The Old Fashioned Syrup Company, Inc. (the "Syrup Company"), under which
Meridian issued 3,026,794 shares of Meridian's common stock to the shareholders
of the Syrup Company in a tax-free exchange of shares. At the same time,
Meridian entered into a Stock Purchase Agreement with a founder and current
director of 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.

         3.  ChampionLyte, Inc.

         In August 1999, we incorporated a new subsidiary under the name
ChampionLyte, Inc. ChampionLyte, Inc. was formed to develop and market the


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<PAGE>
Company's sugar-free, fat-free and additive-free isotonic refresher drink. This
product was introduced to the market in the third quarter of 2000 and sold under
the Champion Lyte name.

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

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

         In September 1999, the agreement was amended to delete a provision
under which Cumberland had been granted a right to either match any offer to
sell the Company's shares or receive 10% of the proceeds from any such sale. In
lieu thereof, the Company granted Cumberland common stock purchase warrants to
purchase 350,000 shares of the Company's common stock at the greater of $2.50
per share or the average daily trading price for the common stock during the 20
day period preceding exercise. These warrants expire at the same time as the
license agreement. Pursuant to anti-dilution provisions in the warrants, the
total number of Cumberland Warrants outstanding as of October 31, 2000 was
533,301. Assuming full conversion of the Series II Preferred Stock by U.S.
Bancorp on December 31, 2001, the total warrants outstanding to Cumberland would
be 844,567. (See "Description of Capital Stock -- Cumberland Warrants.")

(d)      Our Products and Service.

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

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

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

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

         In early 2000, we expanded our product line to include two new flavors:
strawberry and vanilla creme. Just as there had been no fat-free, sugar-free


                                       5
<PAGE>
chocolate syrups on the market when we introduced ours, we were unable to find
any fat-free, sugar-free other flavored syrups. The expansion of our product
line also enabled us to produce "rainbow packs" of our three flavors, which has
been a productive marketing technique.

         Our marketing activities for the Syrup have involved trade publication
advertising, in-store promotions, retail incentives and important sponsorships.
In 1999, we obtained the right to market the Syrup as an approved product of the
Diabetes Research Institute, a national diabetes research center located at the
University of Miami. This approval required our product to pass a strenuous
qualification procedure at the Institute to establish our worthiness to use the
Institute's name on our products.

         2.  Champion Lyte(R) Refresher Drinks.

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

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

         To that end, we began a formula development process for four flavors of
Champion Lyte(R): Fruit Punch, Orange, Lemon-Lime and Grape. We first introduced
the products to the market in Spring 2000. We continued to finalize our
formulations during the third quarter of 2000 and commenced regular commercial
shipments of the product in September 2000.

         In early 2002, we undertook a reformulation of existing Champion Lyte
products and the introduction of two new flavors, Blue Raspberry and Pink
Lemonade. The major enhancement to the product was a change in the artificial
sweetener which we believe improves the taste and marketability of the product.

         Our marketing efforts to introduce Champion Lyte have involved ad
placements in industry trade publications,  radio ads and food show and beverage
show appearances. In October 2000, we entered into a sponsorship and endorsement
agreement with Jay Fiedler,  the starting  quarterback for the Miami Dolphins of
the N.F.L.,  under which Mr. Fiedler has agreed to provide  various  promotional
services in connection  with Champion Lyte.  This agreement  expires in November
2002.  Additionally,  in January 2001, we entered into a similar  agreement with
former world  middleweight  boxing champion  Dangerous Dana  Rosenblatt.  During
2001,  additional  endorsement  agreements  have been signed  with  professional
football  player  Chris Hayes and  professional  golfer,  Christian  Czaja,  and
professional  women's  football player Anita Marks. Our refresher drink has also
qualified for  sponsorship  by the Diabetes  Research  Institute and each bottle
will contain that organization's seal of sponsorship.

         3.  Old Fashioned Egg Cream.

         Old Fashioned Egg Cream Company, Inc. and Original Egg Cream Company
(collectively the "Egg Cream Companies") began business in 1993 by offering
freshly made "egg cream" drinks to the public from custom-designed carts at
sports arenas, shopping malls and other high population traffic locations. The
egg cream, a traditional and legendary New York soft drink, is a mixture of
milk, seltzer and chocolate syrup. From 1993 until 1998, the Egg Cream
Companies, on their own and through franchisees, operated two carts at various


                                       6
<PAGE>
locations, including Madison Square Garden in New York City, Joe Robbie Stadium
in Miami, Florida, Festival Flea Market in Pompano Beach, Florida and Coral
Square Mall in Boynton Beach. In addition, the egg creams were sold through
licensed concessionaires at the Miami Arena in Miami, Florida and various food
service establishments in South Florida.

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

         The Egg Cream 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
seek to engage the services of an experienced franchise industry executive to
re-establish the Egg Cream Companies' franchise business.

(e)      Co-Packing Arrangements.

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

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

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

         Syrup. The syrups are manufactured, bottled and shipped for us by
Beverage House, Inc. ("BHI"), headquartered in Cartersville, Georgia. Under the
terms of our Agreement with BHI, BHI manufactures our syrup using our own
formulas, packaging and labels and delivers all orders within thirty (30) days
of placement. The agreement with BHI expires on July 12, 2002, with consecutive
six (6) month renewal terms, unless either party elects not to renew. Under our
current arrangement, the syrup concentrate is manufactured in Georgia, where it
is bottled and shipped.

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

         In December 2001, we entered into an agreement with National Dairy
Holdings, LP (formerly known as Velda Farms Dairies), a leading supplier of milk
and other dairy products throughout Florida and Georgia. Under the agreement,
National Dairy has agreed to bottle and distribute our refresher drink. It is
anticipated that National Dairy will commence production on or about April 1,
2002.

                                       7
<PAGE>
(f)      Market.

         1.  Retail Market.

         The principal customers for the Syrup are food retailers, such as
supermarkets, drug store chains, discount stores and warehouse centers and
institutional entities, such as U.S. Military post exchanges. The isotonic
beverage is targeted at the same outlets, as well as convenience stores, delis,
fitness centers and health clubs. We have established a network of national,
regional and international food brokers to market the Syrup to these outlets.
These brokers are managed on our behalf by our National Vice President of Sales,
who works out of our headquarters. In December 2001, we entered into an
agreement with Atico International USA, Inc. under which Atico has been
appointed as the Company's exclusive distributor for the syrup and sports
refresher drink to numerous drugstores and chain stores.

         Our success is dependent upon our ability to have our products
available at such outlets throughout the country. Management believes that the
quality of our products, their appeal to health-conscious and sugar-restricted
consumers, the fame and reputation of the Sweet 'N Low trademark for our syrups
and our network of food brokers should enable us to continue to penetrate the
retail foodmarket.

         The primary consumers at whom we are directing our marketing efforts
are people suffering from diabetes and others with sugar-restricted diets.
According to the American Diabetes Association, there are approximately 16
million Americans suffering from diabetes, plus another 5 to 10 million
Americans who are required to maintain a strict diet regimen for various medical
conditions. In addition, millions more Americans restrict their sugar
consumption in an effort to reduce their calorie intake. All of these people
form a natural market for our products. Americans spend $33 billion on
weight-loss programs and products annually (National Institute of Diabetes and
Digestive and Kidney Diseases, 2000). Our products are aimed directly at this
market. Moreover, the enormous success of products such as Diet Coke(R),
SnackWell's(R) cookies and numerous sugar-free ice cream, candy and other
products have demonstrated the existence of a substantial market for
sugar-free/reduced calorie food products.

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

         2.  Institutional/Food Service Market.

         Another important market for the Syrup will be bulk package sales to
institutional and food service customers, such as hospitals, nursing homes,
schools, hotels, restaurants, ice cream and frozen yogurt shops, baked and
prepared food product manufacturers and sports and entertainment venues.
Hospitals and nursing homes, aggregating more than 40,000 units nationwide,
present a natural market for the Syrup and Champion Lyte drinks, especially for
diabetes sufferers and others required to restrict their sugar intake. Our
manufacturing and distribution arrangement with National Dairy Holdings should
enhance our access to institutional and food service customers, since these
customers form a sizeable percentage of National Dairy's existing customer base.

         3.  Private Labeling.

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

         4.  International Marketing.

         Management has negotiated an arrangement with Cumberland by which
Cumberland has agreed to act as an international distributor of the Syrup
Company's chocolate, strawberry and vanilla creme syrups in approximately 43
nations throughout the world where Sweet 'N Low sugar substitute is marketed.


                                       8
<PAGE>
(g)      Competition.

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

         In the soft drink category, the Company is competing with major soft
drink distributors including Pepsi, Coca Cola and others. The two major products
in this market, Gatorade and Powerade, account for more than 85% of the entire
market. These companies are substantially larger and more well-established than
we are. This allows them not only to commit more money to marketing and
advertising, but affords them access to greater shelf space and prominence in
food stores, which is a key to success in the food industry. We believe that the
ability to compete successfully with these companies is dependent primarily upon
our ability to produce a tasty, sugar-free alternative to the existing sugared
drinks and to persuade food retailers to carry our products. The Company
continues to refine the taste of its products. Based on recent consumer taste
tests, the Company believes it has created products that will be receptive to
consumers as a sugar-free alternative to sugared sports drinks. However, the
competition for shelf space in food retail establishments is extremely intense
and the ability to obtain such shelf space is essential to the potential success
of these products.

(h)      Major Customers.

         Champion Lyte has approximately 25 customers, none of whom accounts for
10% or more of the Company's total sales. The Syrup Company has approximately
150 customers, none of whom accounts for 10% or more of the Syrup Company's
total sales.

(i)      Patents, Trademarks, Licenses.

         ChampionLyte, Inc. is the owner of the U.S. Trademark registrations for
the mark CHAMPION LYTE for sports drinks, sugar-free sports drinks,
non-carbonated soft drinks and sugar-free non-carbonated soft drinks, and is the
owner of the trademark CHAMPION LYTE for protein- and vitamin-enhanced, reduced
sugar or sugar-free and reduced carbohydrate or carbohydrate-free supplements
and snack bars, which is the subject of pending applications in the United
States Patent and Trademark Office (USPTO). ChampionLyte, Inc. is also the owner
of the trademark NOT YOUR ORDINARY SPORTS DRINK, which is the subject of a
pending application in the USPTO. The Syrup Company is the owner of U.S.
Trademark registrations for the mark THE OLD FASHIONED SYRUP COMPANY for syrups
and toppings. The Syrup Company's subsidiary, The Old Fashioned Egg Cream
Company, Inc. is the owner of the trademark THE OLD FASHIONED EGG CREAM COMPANY
for carbonated soft drinks and egg cream carts featuring food, drink, clothing
and souvenirs, which is the subject of pending applications in the USPTO.

         Under a license agreement dated January 1999 with Cumberland, the Syrup
Company acquired the license to use the Sweet 'N Low trademark in connection
with the manufacture and sale of its sugar-free, fat-free syrup. The license
agreement expires on December 31, 2008. The agreement requires minimum royalties
and minimum advertising capital commitments in each year. In 2002, the minimum
royalty is $80,000. The minimum advertising capital commitment commencing on
January 1, 2002 is equal to the lesser of $500,000 or 10% of net sales of syrup.
Net sales of syrup in 2001 were approximately $876,000.

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

                                       9
<PAGE>
         We intend to continue to protect all of our intellectual property
through appropriate state and federal registrations and enforcement.

(j)      Government Regulation and Approval.

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

(k)      Research and Development.

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

(l)      Environmental Compliance.

         We do not anticipate any significant costs to comply with environmental
laws and requirements.

(m)      Employees.

         As of March 31, 2002, we had 12 full-time employees, nine of whom work
at our principal offices in Boca Raton, Florida and the remaining three of whom
are regional sales employees working out of their own offices.

(n)      Reports to Shareholders.

         We 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, we are 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 us
may be inspected and copied at the public reference facilities maintained by the
Commission at its principal offices at Judiciary Plaza, 450 5th Street NW,
Washington, D.C. 20549. Such reports, proxy statements and other information may
also be obtained from the web site maintained by the Commission at
http://www.sec.gov. Copies of these materials can also be obtained at prescribed
rates from the public reference section of the Commission at its principal
offices in Washington D.C., as set forth above.

ITEM 2.  DESCRIPTION OF PROPERTY.

         Our executive and administrative offices occupy a stand-alone building
containing approximately 3,500 square feet of office space at 1356 NW Boca Raton
Blvd., Boca Raton, Florida. We lease this space from an unaffiliated party under
a lease that expires on October 31, 2005. The current rental is $63,072 per
year, subject to an annual increase of 3% commencing November 2002. We also rent
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 3.  LEGAL PROCEEDINGS.

         On November 6, 2001, Sara Lee Corporation and Sara Lee Global Finance
L.L.C. (collectively "Sara Lee") filed a complaint against the Company and its
subsidiary, ChampionLyte, Inc., in the Superior Court of North Carolina (since
removed to the United States District Court for the Middle District of North
Carolina) and commenced a related cancellation proceeding before the U.S. Patent


                                       10
<PAGE>
and Trademark Office Trial and Appeal Board. Sara Lee alleges that the Company's
CHAMPION LYTE trademark infringes upon Sara Lee's registered trademark CHAMPION
for sporting goods and clothing. The complaint seeks an injunction against the
Company's use of "Champion" in connection with the sale of sports drinks or
other sports-related goods or services, the cancellation of the Company's
trademark registration for Champion Lyte, as well as unspecified damages. The
Company believes the claims made by Sara Lee will not prevail and it is
vigorously defending the actions.

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

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

         On September 26, 2001, a majority of the shareholders Company voted to
approve the change of the Company's name from Meridian USA Holdings, Inc. to
ChampionLyte Products, Inc. by written consent in lieu of a special meeting of
the shareholders. The name change was approved by the Board of Directors and
Articles of Amendment to the Articles of Incorporation were filed with the
Florida Department of State on October 1, 2001.

         Other than the foregoing, there have been no matters submitted to a
vote of security holders since the Annual Meeting of Shareholders held in August
2001.

                                     PART II

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

(a)      Price Range of Capital Stock.

         Our common stock is traded over-the-counter on the electronic bulletin
board operated by the National Association of Securities Dealers. 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             0.55

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 15, 2002, there were 482 record holders of our common
stock. Based on information from brokers and other sources, we estimate that as
of such date, there were approximately 900 beneficial holders of common stock.

                                       11
<PAGE>
(c)      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 OPERATION.

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

(a)      Overview.

         ChampionLyte Products is a developing company engaged in the
manufacture and sale of fat-free and sugar-free syrups and sports refresher
drinks. The first product we brought to the market was chocolate syrup, which we
began to sell in 1999 under the Sweet 'N Low (R) trademark, which we have
licensed from Cumberland Packing Corp. In early 2000, we expanded our syrup
product line by adding strawberry and vanilla creme flavors. In the third
quarter of 2000, we introduced a sugar-free, fat-free and additive-free isotonic
sports refresher drink under our own trademark, Champion Lyte(R). During the
year ended December 31, 2001, we focused our efforts on the branding and
marketing of our isotonic product line.

(b)      Results of Operations.

         Comparison of the year ended December 31, 2001 to the year ended
December 31, 2000.

         Our net sales revenues for the year ended December 31, 2001 were
$1,245,107, as compared to $1,023,946 in the comparable period of 2000. The
increase was attributable to the Company's focus on marketing its new product,
Champion Lyte (R). Our gross margin was 40% for the year ended December 31, 2001
and 42% for the year ended December 31, 2000. This decrease was attributable to
aggressive pricing strategies of our isotonic products in order to gain market
penetration.

         Selling, general and administrative expenses and other expenses, net,
increased from $4,493,880 for the year ended December 31, 2000 to $6,067,002 for
the year ended December 31, 2001 or an increase of $1,573,122 (35%). A major
element of that increase was noncash interest and amortization costs of $898,605
for the year ended December 31, 2001, associated with the conversion of the U.S.
Bancorp note into shares of the Company's Series II Convertible Preferred Stock
in January 2001. The remaining increases in expenses were primarily related to:
(i) an increase in advertising and media expenses from approximately $1,056,000
for the year ended December 31, 2000 to approximately $2,293,000 or an increase
of $1,237,000 (117%) in the comparable 2001 period to support the Company's
product lines, particularly the introduction of our Champion Lyte(R) product;
(ii) the hiring of sales and other administrative personnel to support the
expansion of the Company's product line resulted in incremental period-to-period
costs of approximately $375,000 for the year ended December 31, 2001; (iii) a
period-to-period increase in administrative costs associated with our continued
growth of approximately $14,000, related to insurance, office supplies,
professional fees and various other administrative expenses; (iv) a one-time
loss on the impairment of our inventory of approximately $140,000 for the year
ended December 31, 2001 due to a change in the formulation of our isotonic
beverages; (v) offset by a decrease in noncash compensation costs of
approximately $40,000 for the year ended December 31, 2001, as compared to the
comparable period of 2000 associated with the issuance of Common Stock for
consulting services rendered; an increase in investment income of approximately
$75,000 and by a decrease in interest expense of $976,000 during the year ended
December 31, 2001.

         The Company had a net loss available to common shareholders of
$5,969,127 ($0.93 per share) during the year ended December 31, 2001, as
compared to a net loss available to common shareholders of $4,068,323 ($0.66 per
share) during the comparable prior period.

                                       12
<PAGE>
(c)      Liquidity and Capital Resources.

         Our available cash and marketable securities at December 31, 2001 were
approximately $1,055,000, as compared to approximately $5,256,000 at December
31, 2000. The decrease is primarily attributable to the increase in operating
activities that were funded by the U.S. Bancorp financing which occurred in June
2000.

         As a result of the U.S. Bancorp financing, management believes that is
has sufficient working capital to carry out its business plan for the operation
and expansion of its syrup business and for the continued introduction and
growth of its sports refresher drink for at least the next six months without
any increased contribution to cash flow from operations or additional capital
funding. Thereafter, our ability to carry out our present business plans will be
contingent upon additional capital from operations and/or funding sources. Based
upon our current and anticipated business, we believe that operations will
increasingly contribute to cash flow during the next 12 months. Additionally, we
are actively seeking additional sources of capital that will enable us to
achieve our long-term objectives of nationally marketing our product lines.
However, there can be no assurance that we will be able to obtain sufficient
capital on acceptable terms or conditions. In such event, the Company will have
to modify its business plan accordingly.













                                       13
<PAGE>
ITEM 7.  FINANCIAL STATEMENTS.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES

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-19



<PAGE>
                          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. and subsidiaries as of December 31, 2001, and the related
statements of operations, stockholders' deficiency and cash flows for the years
ended December 31, 2001 and 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of ChampionLyte Products, Inc. and
subsidiaries, for the years ended December 31, 2001 and 2000 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 1, 2002


                                      F-2
<PAGE>
<PAGE>
                    CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES
                    --------------------------------------------
                       (FORMERLY MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES)

                           CONSOLIDATED BALANCE SHEET

                                DECEMBER 31, 2001


                                     ASSETS

Current assets:
     Cash and cash equivalents                                     $     64,326
     Marketable securities - available-for-sale                         990,279
     Accounts receivable, net                                           108,304
     Other receivable                                                   100,000
     Inventory                                                           24,487
     Advances - officers                                                  2,115
     Prepaid expenses                                                    52,392
                                                                   -------------
        Total current assets                                          1,341,903

Property and equipment, net                                             179,810

Licensing agreement, net                                                134,933

Deposits                                                                 11,246
                                                                   -------------

                                                                   $  1,667,892
                                                                   =============

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
     Accounts payable                                              $    263,514
     Accrued expenses and other current liabilities                     186,764
     Current portion of note payable                                      3,353
                                                                   -------------
        Total current liabilities                                       453,631
                                                                   -------------

Note payable, net of current portion                                      8,640

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, 3,500 shares issued
        and outstanding                                                       -
     Common stock, par value $.001 - authorized 40,000,000
        shares, issued and outstanding 7,501,399                          7,502
     Additional paid-in capital                                       4,926,058
     Deferred compensation                                              (91,602)
     Accumulated other comprehensive income - unrealized gain
        on marketable securities                                         12,681
     Accumulated deficit                                            (11,878,745)
                                                                   -------------
        Total stockholders' deficiency                               (7,024,106)
                                                                   -------------

                                                                   $  1,667,892
                                                                   =============


                 See notes to consolidated financial statements
                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                  CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES
             (FORMERLY MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES)

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                              Years Ended December 31,
                                                             ----------------------------
                                                                 2001           2000
                                                             -------------  -------------
<S>                                                          <C>            <C>
Net sales                                                    $  1,245,107   $  1,023,946

Cost of goods sold                                                747,267        598,389
                                                             -------------  -------------

Gross profit                                                      497,840        425,557

Selling, general and administrative                             5,248,936      3,662,514
                                                             -------------  -------------

Loss from operations                                           (4,751,096)    (3,236,957)

Other income (expense):
  Investment income                                               234,405        159,234
  Interest expense                                                (14,291)      (990,600)
  Loss on impairment of inventory                                (139,575)             -
  Expenses relating to conversion of notes to
    Series II preferred stock                                    (898,605)             -
                                                             -------------  -------------

Other expenses, net                                              (818,066)      (831,366)
                                                             -------------  -------------

Net loss                                                       (5,569,162)    (4,068,323)

Series II preferred dividends                                     399,965              -
                                                             -------------  -------------

Net loss available to common shareholders                    $ (5,969,127)  $ (4,068,323)
                                                             =============  =============

Loss per common share available to shareholders
  - basic and diluted                                        $      (0.93)  $      (0.66)
                                                             =============  =============

Weighted average number of common shares
  outstanding - basic and diluted                               6,427,168      6,139,122
                                                             =============  =============

Other comprehensive loss:

Net loss                                                     $ (5,569,162)  $ (4,068,323)

Unrealized gain from marketable securities                         12,681         60,992
                                                             -------------  -------------

Comprehensive loss                                           $ (5,556,481)  $ (4,007,331)
                                                             =============  =============






                 See notes to consolidated financial statements
                                      F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                            CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES
                                        (FORMERLY MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES)

                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY


                                               Series I Convertible                           Unrealized
                              Common Stock       Preferred Stock     Addtional                  Gain on                    Total
                          -------------------- --------------------   Paid-in     Deferred      Certain   Accumulated  Stockholders'
                             Shares     Amount    Shares    Amount    Capital   Compensation  Investments   Deficit      Deficiency
                          ------------ ------- ----------- -------- ----------- ------------- ----------- ------------- ------------
<S>                       <C>          <C>     <C>         <C>      <C>         <C>           <C>         <C>           <C>
Balance, December 31, 1999  5,736,500  $5,737       3,500  $ 3,500  $2,173,679  $          -  $        -  $ (2,241,260) $   (58,344)

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

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

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

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

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

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

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

Net loss                            -       -           -        -           -             -           -    (4,068,323)  (4,068,323)
                          ------------ ------- ----------- -------- ----------- ------------- ----------- ------------- ------------

Balance, December 31, 2000  6,376,399   6,377       3,500    3,500   4,590,150       (82,891)     60,992    (6,309,583)  (1,731,455)

Issuance of common stock
  for services                 15,000      15           -        -      23,260             -           -             -       23,275

Issuance of options for
  services                          -       -           -        -     330,258        (8,711)          -             -      321,547

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

Repurchase of shares in
  settlement with
  consultant                  (95,000)    (95)          -        -     (24,905)            -           -             -      (25,000)

Exercise of stock
  options                      50,000      50           -        -       4,950             -           -             -        5,000

Conversion of Series I
  Preferred Stock           1,155,000   1,155      (3,500)  (3,500)      2,345             -           -             -            -

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

December 31, 2001           7,501,399  $7,502           -  $     -  $4,926,058  $    (91,602) $   12,681  $(11,878,745) $(7,024,106)
                          ============ ======= =========== ======== =========== ============= =========== ============= ============


                                        See notes to consolidated financial statements
                                                              F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES
                        (FORMERLY MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES)

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                             Years Ended December 31,
                                                                          -------------------------------
                                                                              2001             2000
                                                                          --------------   --------------

Cash flows from operating activities:
<S>                                                                       <C>              <C>
    Net loss                                                              $  (5,569,162)   $  (4,068,323)
    Adjustments to reconcile net loss to net cash
       used in operating activities:
          Depreciation and amortization                                         343,424          363,329
          Common stock and options issued for services                          344,822          385,254
          Amortization of debt discount                                         635,442          735,541
    Changes in current assets and liabilities:
       Accounts receivable                                                       (4,334)         (60,677)
       Other receivable                                                        (100,000)               -
       Inventory                                                                 78,780          (56,083)
       Advances                                                                  (2,115)               -
       Prepaid expenses                                                          62,907         (115,299)
       Deposits                                                                    (200)         (11,046)
       Accounts payable                                                          72,286           38,878
       Accrued expenses and other current liabilities                            92,796          (31,110)
                                                                          --------------   --------------
Net cash used in operating activities                                        (4,045,354)      (2,819,536)
                                                                          --------------   --------------

Cash flows from investing activities:
       Purchase of marketable securities                                      2,761,104       (3,738,702)
       Repayment of advances to officers                                              -           99,000
       Repurchase of shares for settlement of consulting agreement              (25,000)               -
       Capital expenditures                                                     (85,042)        (155,213)
                                                                          --------------   --------------
Net cash used in investing activities                                         2,651,062       (3,794,915)
                                                                          --------------   --------------

Cash flows from financing activities:
       Proceeds from issuance of common stock and warrants                            -          475,000
       Exercise of stock options                                                  5,000                -
       Proceeds from loans and notes payable                                          -           17,184
       Principal payments on notes payable                                       (3,066)          (2,125)
       Proceeds from issuance of convertible notes                                    -        8,000,000
       Debt issue costs                                                               -         (602,667)
       Capital contribution                                                           -          116,044
                                                                          --------------   --------------
Net cash used in financing activities                                             1,934        8,003,436
                                                                          --------------   --------------

Net decrease in cash                                                         (1,392,358)       1,388,985

Cash, beginning of year                                                       1,456,684           67,699
                                                                          --------------   --------------

Cash, end of period                                                       $      64,326    $   1,456,684
                                                                          ==============   ==============

Supplemental Disclosure of Cash Flow Information:

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



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

                           CHAMPIONLYTE PRODUCTS, INC.
             (FORMERLY MERIDIAN USA HOLDINGS, INC. AND SUBSIDIARIES)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 2001 AND 2000


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

         Business:

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

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

         On October 3, 2001, with the majority consent of its shareholders,
         Meridian changed its name to ChampionLyte Products, Inc. (the
         "Company").

         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.

                                      F-7
<PAGE>
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. At December 31, 2001, the Company's portfolio consisted of
        U.S. government agency securities and mutual funds.

        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. At December 31, 2001 the allowance for accounts
        receivable was $27,239.

        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,
        2001 predominately all inventory on-hand was finished goods.

        At December 31, 2001, the Company's management agreed upon the change of
        the formulation of the sports refresher beverage, ChampionLyte.
        The remaining inventory of ChampionLyte was determined to be obsolete
        and therefore written off.

        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.

                                      F-8
<PAGE>
        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.

        n.      Advertising costs - Advertising costs are expensed as incurred.
        Total advertising costs charged to operations for the years ended
        December 31, 2001 and 2000 amounted to $2,292,688 and $973,550,
        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, 2001, 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.

                                      F-9
<PAGE>
        r.      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.

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

3.       RELATED PARTY TRANSACTIONS

         As of December 31, 2001 the Company has advances of $2,115 due from two
         officers of the Company. Such advances are short-term in nature and do
         not bear interest.

4.       PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
         Property and equipment consisted of the following:
                                                                                           December 31,
                                                                               -------------------------------------
                                                            Useful Life             2001                 2000
                                                          -----------------    ---------------     -----------------
<S>                                                           <C>              <C>                 <C>
          Carts                                               5 Years          $      62,500       $         62,500
          Office Furniture and Equipment                      5 Years                 80,280                 63,604
          Coolers                                             5 Years                 34,199                 17,046
          Leasehold Improvements                              5 Years                 25,873                 23,579
          Vehicles                                            5 Years                116,676                 67,757
                                                                               ---------------     -----------------
                                                                                     319,528                234,486
          Accumulated Depreciation                                                  (139,718)               (90,116)
                                                                               ---------------     -----------------
                                                                               $     179,810       $        144,370
                                                                               ===============     =================
</TABLE>
         Depreciation expense was $49,602 and $19,285 for the years ended
         December 31, 2001 and 2000, respectively.

                                      F-10
<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, vanilla and
         strawberry flavored syrup products.

<TABLE>
<CAPTION>
         Licensing agreement as of December 31, 2001 and 2000 is as follows:

                                                                                    December 31,
                                                                        -------------------------------------
                                                    Useful Life              2001                  2000
                                                  ----------------      ---------------       ---------------
<S>                                                  <C>                <C>                   <C>
         Licensing Agreement                         10 Years           $      176,000        $      176,000
         Less: accumulated amortization                                         41,067                23,467
                                                                        ---------------       ---------------
                                                                        $      134,933        $      152,533
                                                                        ===============       ===============
</TABLE>
     (See Note 8 for equity rights and Note 13 for minimum royalty commitments.)

6.       NOTE PAYABLE

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

7.       CONVERTIBLE NOTE PAYABLE

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

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

         On January 8, 2001, US Bancorp 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, 2001, had the Company's board of directors declared
         dividends, the Company would have accrued $399,965 in dividends on its
         Series II Convertible Preferred Stock. Such dividends accrue at the
         rate of 5% per annum.

                                      F-11
<PAGE>
8.       STOCKHOLDERS' DEFICIENCY

         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 is being amortized on a straight-line basis
         over ten years from the date the warrants were granted. Amortization
         expense charged to operations for the years ended December 31, 2001 and
         2000 was approximately $17,600 and $17,600.

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

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

         On August 16, 2000, options to purchase 25,000 shares of restricted
         common stock were exercised at $1.00 per share.

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

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

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

         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 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
         recognized under APB No. 25 based on the $0.47 intrinsic value of the
         options on the date of grant. 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.

                                      F-12
<PAGE>
         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.

9.       CONVERTIBLE PREFERRED STOCK

         The Company is authorized to issue 1,000,000 shares of preferred stock
         at .001 par value, the terms of which may be determined at the time of
         issuance by the Board of Directors without further action by the
         shareholders. The Company has designated 100,000 shares of convertible
         preferred stock as Series I. Each outstanding share of Series I
         Preferred Stock is convertible into 330 shares of common stock. In
         December 2001 Series I Preferred Stock was converted into 1,155,000
         shares of the Company's common stock.

         On June 16, 2000, the Company amended its articles of incorporation to
         designate Series II Convertible Preferred Stock ("Series II"). The
         Company authorized 8,500 shares of Series II stock, $.01 par value.
         Series II stock accrues preferred dividends at 5% per annum and each
         share is convertible in to approximately 588 shares of the Company's
         common stock based upon a $1.70 conversion price where each Series II
         share converts into a $1,000 unit of common stock. The conversion price
         may be adjusted one year from the date of issuance.

         The adjusted conversion price would be the lower of $1.70 or the
         average of the closing prices of the common stock for the ten-day
         period ending one year from the date of issuance. Additionally, these
         shares have the right of mandatory redemption ten years from the date
         of issuance.

10.      STOCK OPTION PLAN

         In August 1999 the Company's stockholders approved the adoption of an
         Incentive Stock Option Plan ("1999 Option Plan"), which allows the
         Board of Directors to grant options to employees and members of the
         Board of Directors. The 1999 Option Plan provides the Board of
         Directors the right to grant options to purchase up to a total of
         100,000 share of the Company's common stock. On August 17, 2000, with
         the approval of the shareholders of the Company the number of shares
         available under the 1999 Option Plan was increased to 1,000,000. During
         fiscal year 2000 and 2001, 81,000 and 438,810 options have been granted
         under the 1999 Option Plan. As of December 31, 2000 and 2001, 305,000
         non-plan options were issued and outstanding.

         For disclosure purposes in accordance with SFAS No. 123, the fair value
         of each stock option granted is estimated on the date of the grant
         using the Black-Scholes option-pricing model with the following
         weighted-average assumptions used for stock options granted during the
         year ended December 31, 2001: annual dividends of $0.00, expected
         volatility of 128%, risk-free interest rate of 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. The value of the employee stock options not vested
         is approximately $14,000. Such stock options predominately vest over
         the next four years.

                                      F-13
<PAGE>
         The following tables summarize the Company's fixed stock options
         activity at December 31, 2001:
<TABLE>
<CAPTION>
         Employee and Director's Stock Options:
                                                                                  Weighted Average
                                                              Shares               Exercise Price
                                                          ----------------      ---------------------
<S>                                                        <C>                  <C>
         Outstanding at December 31, 1999                        -              $                  -
             Granted                                              200,000                       1.00
             Exercised                                           -                                 -
             Expired or Cancelled                                -                                 -
                                                          ----------------      ---------------------
         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
                                                          ================      =====================
</TABLE>
         Information, at date of issuance, regarding stock option grants during
         the two years ended December 31, 2001 and 2000:
<TABLE>
<CAPTION>
                                                                                Weighted-Average       Weighted-Average
                                                                Shares          Exercise Price          Fair Value
                                                             --------------     ----------------       --------------
       Year ended December 31, 2000:
<S>                                                          <C>                <C>                    <C>
       Exercise price exceeds market price                               -      $           -          $           -
       Exercise price equals market price                           20,000      $        1.00          $        1.00
       Exercise price is less than market price                    180,000      $        1.00          $        2.50

       Year ended December 31, 2001:
       Exercise price exceeds market price                               -      $           -          $           -
       Exercise price equals market price                           50,000      $        1.22          $        1.22
       Exercise price is less than market price                          -      $           -          $           -
</TABLE>
         The following table summarizes information about stock options
         outstanding and exercisable at December 31, 2001:
<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>
      $.50 to $.75                                    10,000              9.75      $        .60              10,000
      $.76 to $1.00                                  200,000              8.55      $       1.00             185,000
      $1.01 to $1.38                                  40,000              9.25      $       1.38              40,000

</TABLE>
<TABLE>
<CAPTION>

                                      F-14
<PAGE>
         Non-employee stock options:
                                                                                  Weighted Average
                                                              Shares               Exercise Price
                                                          ----------------      ---------------------
<S>                                                       <C>                   <C>
         Outstanding at December 31, 1999                          10,000       $               2.27
             Granted                                              211,000                        .67
             Exercised                                            (25,000)                      1.00
             Expired or Cancelled                                       -                          -
                                                          ----------------      ---------------------
         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
                                                          ================      =====================
</TABLE>

         Information, at date of issuance, regarding stock option grants during
         the two years ended December 31, 2001 and 2000:
<TABLE>
<CAPTION>
                                                                                Weighted-Average       Weighted-Average
                                                                Shares           Exercise Price          Fair Value
                                                             --------------     ----------------       --------------
       Year ended December 31, 2000:
<S>                                                         <C>                 <C>                     <C>
       Exercise price exceeds market price                               -      $             -         $          -
       Exercise price equals market price                                -      $             -         $          -
       Exercise price is less than market price                    211,000      $           .67         $       1.93

       Year ended December 31, 2001:
       Exercise price exceeds market price                         200,000      $           .98         $        .93
       Exercise price equals market price                                -      $             -         $          -
       Exercise price is less than market price                    138,810      $           .45         $       1.03
</TABLE>
         The following table summarizes information about stock options
         outstanding and exercisable at December 31, 2001:

<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                                  181,000              3.28      $        .49             181,000
      $.51 to $1.00                                   93,810              4.08      $        .91              93,810
      $1.01 to $1.50                                 200,000              4.75      $       1.48             200,000
</TABLE>

                                      F-15
<PAGE>
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, 2001 and 2000, 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                     2000
                                                                       -------------------      --------------------
<S>                                                                    <C>                      <C>
             Taxes benefit computed at statutory rate                  $       (2,172,000)      $       (1,239,000)
             Losses for which no tax benefit realized                           2,172,000                1,239,000
                                                                       -------------------      --------------------
             Net income tax benefit                                    $                -       $                -
                                                                       ===================      ====================
</TABLE>
         The Company has a net operating loss carryforward for tax purposes
         totaling approximately $9,510,000 at December 31, 2001 expiring through
         the year 2021.

         Listed below are the tax effects of the items related to the Company's
net tax asset:
<TABLE>
<CAPTION>
                                                                                December 31, 2001
                                                                            --------------------------
<S>                                                                         <C>
             Tax benefit of net operating loss carryforward                 $               3,709,000
             Valuation Allowance                                                           (3,709,000)
                                                                            --------------------------
             Net deferred tax asset recorded                                $                       -
                                                                            ==========================
</TABLE>
12.      SEGMENT INFORMATION

         The Company adopted Statement of Financial Accounting Standards No.
         131, "Disclosures about Segments of an Enterprise and Related
         Information" (SFAS 131"). SFAS 131 establishes standards for reporting
         information regarding operating segments in annual financial statements
         and requires selected information for those segments to be presented in
         interim financial reports issued to stockholders. SFAS 131 also
         establishes standards for related disclosures about products and
         services, and geographic areas. Operating segments are identified as
         components of an enterprise about which the chief operating decision
         maker or decision making group, in making decisions how to allocate
         resources and assess performance. Prior to January 1, 2000, the Company
         operated in principally one segment, its syrup products. To date
         however, with the inclusion of the Company's isotonic refresher
         products it views that there is now effectively two operating segments.
         Key financial information by operating segment for December 31, 2001
         and 2000 and for the years then ended is as follows:

                                      F-16
<PAGE>
<TABLE>
<CAPTION>
                                                                      Isotonic
                                                     Syrup            Refresher        Adjustments (1)       Consolidated
                                                 --------------    ---------------    ----------------     -----------------
    Year Ended December 31, 2001:
<S>                                              <C>               <C>                <C>                  <C>
    Net sales to unaffiliated customers          $     876,476     $      368,631     $             -      $      1,245,107
    Investment income                                        -                  -             234,405               234,405
    Interest expense                                         -                  -              14,291                14,291
    Depreciation                                             -              7,026              42,576                49,602
    Segment loss                                       713,154          2,555,625           2,300,384             5,569,162
    Segment assets                                     268,736            208,746           1,190,410             1,667,892
    Long-lived asset expenditures                            -             25,280              59,762                85,042
</TABLE>
<TABLE>
<CAPTION>
                                                                     Isotonic
                                                     Syrup           Refresher       Adjustments (1)         Consolidated
                                                 --------------    -------------    -----------------     -----------------
    Year Ended December 31, 2000:
<S>                                              <C>               <C>              <C>                   <C>
    Net sales to unaffiliated customers          $     997,663     $     26,283     $              -      $      1,023,946
    Investment income                                        -                -              159,234               159,234
    Interest expense                                         -                -              990,600               990,600
    Depreciation                                             -              394               18,891                19,285
    Segment loss                                     2,371,741          147,358            1,549,224             4,068,323
    Segment assets                                     411,983          214,503            5,536,599             6,163,085
    Long-lived asset expenditures                            -           17,046              138,167               155,213
</TABLE>

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

13.      COMMITMENTS AND CONTINGENCY

         Commitments:

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

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

         Rent expense for the years ended December 31, 2001 and 2000 totaled
         $81,475 and $35,816 respectively.

        Employment Contracts:

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

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

                                      F-17
<PAGE>
         On October 1, 2001, the Company renewed its one-year employment
         agreement with its vice president of finance. Under this agreement the
         executive will be paid $95,000 and is entitled to all customary and
         usual benefits. Additionally, the executive has been issued 10,000
         options to acquire shares of the Company's common stock at an exercise
         price of $0.60.

         Consulting Agreements:

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

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

         Also, on November 7, 2000, the Company entered into a one-year
         agreement with a consultant for sports marketing services. The Company
         paid $10,000 and will issue to the consultant 28,000 options to
         purchase shares of the Company's restricted common stock at $0.50 per
         share. These options will be issued at a rate of 7,000 options per
         quarter with the first 7,000 issued upon the execution of the
         agreement. The Company has recorded approximately $60,000 in deferred
         compensation to record the value of the options issued, such deferral
         shall be expensed over the term of the agreement. At December 31, 2000,
         the Company has recorded compensation of approximately $11,700 due to
         this agreement.

         On December 18, 2000, the Company entered into a one-year consulting
         agreement with a public relations firm. Under this agreement, the
         consultant will receive a $2,000 a month retainer. Additionally, the
         consultant has received 18,000 options to acquire shares of the
         Company's common stock. The options are exercisable at $0.50 per share
         and vest ninety days after the date of issuance, and the Company has
         recorded approximately $19,000 in deferred compensation and $3,000 in
         compensation expense.

         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.

         Royalty Agreements

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

                         2002                  $          80,000
                         2003                            100,000
                         2004                            115,000
                         2005                            130,000
                         2006                            145,000
                      Thereafter                         350,000
                                                   --------------
                                               $         920,000
                                                   ==============

                                      F-18
<PAGE>
         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.

14.      SUBSEQUENT EVENT

         In February 2002, the Company entered into an employment agreement with
         its acting chief operating officer. The term of this agreement is
         three-months and the compensation the executive will receive is 100,000
         options to purchase shares of the Company's common stock at $0.10. per
         share.

























                                      F-19
<PAGE>
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.

         On January 18, 2001, the Board of Directors of the Company approved the
dismissal of Feldman Sherb & Co., P.C ("Feldman Sherb") as its independent
accountants and auditors of record for the financial statements as of the year
ended December 31, 1999.

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

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

         On January 18, 2001, the Board of Directors of the Company approved the
engagement of Radin, Glass & Co., LLP ("Radin Glass") of New York, New York, to
replace Feldman Sherb as the Company's independent auditors for the year ended
December 31, 2000. The Company had not retained Radin Glass during any of the
previous years to consult on the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements or on any
matter that was the subject of a disagreement with the prior accountants or a
reportable event under the Securities laws. Radin Glass's continued appointment
for the year ended December 31, 2001 was ratified by the Company's shareholders
at the Annual Meeting of Shareholders in August 2001.


                                    PART III

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

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

         Our current executive officers, directors and key employees and their
ages and positions as of March 19, 2002, are as follows:

NAME                       AGE          POSITION
--------------------------------------------------------------------------------

Alan Posner                56           Chief Executive Officer, Chief Financial
                                        Officer, Secretary and Director

Mark Streisfeld            52           President, Director

Joel Flig(1),(2)           48           Director

Gene Kreuscher             59           Director

Steven Kreuscher           37           Senior Vice President - Sales

Ronald Shapss(2)           55           Director

Christopher Valleau        30           Vice President - Finance
------------------------------------

(1) Member of Audit Committee
(2) Member of Compensation Committee

                                       14
<PAGE>
         The principal occupation, title and business experience of
ChampionLyte's executive officers and directors during the last five years,
including the names and locations of employers, is indicated below:

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

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

         JOEL FLIG, a director of the Company since August 1999, is the founder
and president of Creative Funding Group, a New York based company engaged
nationwide in placement of senior debt since 2001. Prior to that, Mr. Flig had
been the CEO of Financial Solutions Group, another New York based company
engaged in debt placement, since 1989. Additionally, since 1998 he has been a
director of Sparta Surgical Supply Co. Mr. Flig was a member of the Board of
Directors and Executive Vice President of Aspen Financial, Inc. (a bank holding
company) and from 1981 to September 1988 he was First Vice President of Union
Chelsea National Bank (NY). From 1977 through May 1981 he served in a variety of
executive capacities at Republic National Bank (NY) and began his banking career
in the Management Development program at Chase Manhattan Bank (NY) in 1974. Mr.
Flig received a B.B.A. degree in 1977 from the Bernard Baruch College of the
City of New York, and his MBA-Finance from St. John's University (NY).

         GENE KREUSCHER has been a director of the Company since February 2001.
Mr. Kreuscher has also been engaged by the Company to direct its plans to
develop and market a chocolate drink product. Prior to joining the Company, Mr.
Kreuscher was the president of the soft drink division of Austin, Nichols &
Company, a subsidiary of French-based Pernod Ricard. That division was
responsible for the manufacturing, distribution, sales and marketing of Yoo-Hoo
and Orangina soft drinks. Prior to joining Yoo-Hoo, Mr. Kreuscher held various
executive positions with Canada Dry, C&C Cola and Kirsch/No-Cal Beverages, Inc.

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


                                       15
<PAGE>
         RONALD SHAPSS, a director of the Company since August 1999, is the
founder of Ronald Shapss  Corporate  Services,  Inc. (RSCS) a company engaged in
consolidating  fragmented  industries  since  1992.  RSCS  was  instrumental  in
facilitating  the  roll-up  of  several  companies  into such  entities  as U.S.
Delivery,  Inc. and Consolidated Delivery & Logistics,  Inc. Mr. Shapss was also
the founder of Coach USA, Inc.  and,  from 1997 to 1999,  served on the advisory
boards of  Consolidated  Partners  Founding Fund,  LLC and 1+ USA,  Inc.,  which
founded Advanced  Communications Group, Inc. (now  Worldpages.com),  an Internet
directory  whose  shares trade on the New York Stock  Exchange.  From 1997 until
1999,  he was a  consultant  and a member of the Board of Directors of Frontline
Communications Corporation (NASDAQ: FCC). Mr. Shapss is a member of the New York
Bar, having graduated from Brooklyn Law School.

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

(b)      Board of Directors.

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

         Gene Kreuscher is the father of Steven Kreuscher. Other than that,
there are no family relationships between any director, executive officer, or
person nominated or chosen by the Company to become a director or executive
officer.

         During the fiscal year ended December 31, 2001, there were three
meetings of the Board of Directors.

(c)      Board Committees.

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

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

                                       16
<PAGE>
ITEM 10.  EXECUTIVE COMPENSATION.

(a)      Compensation.

         The following table sets forth, for the Company's last three fiscal
years, the annual and long-term compensation of those persons who were the two
Executive Officers of the Company.

<TABLE>
<CAPTION>

                                                                              Long Term
                                                   Annual Compensation       Compensation
    Name and Principal                       ---------------------------    --------------     All Other
        Position             Fiscal Year       Salary        Bonus ($)       Options (#)      Compensation
-------------------------    ------------    ----------- -- ------------    --------------  ----------------
<S>                             <C>            <C>                   <C>           <C>                <C>
Mark Streisfeld,                1999           $125,000             -0-               ---             $1,500
President                       2000           $133,334             -0-            50,000                -0-
                                2001           $175,000             -0-            20,000             $1,500

Alan Posner, CEO and            1999           $125,000             -0-               ---             $1,500
Chairman                        2000           $133,334             -0-            50,000                -0-
                                2001           $175,000             -0-            20,000             $1,500

All Directors and               1999           $250,000             -0-               ---             $7,500
Executive Officers as a         2000           $266,668             -0-           180,000            $15,000
Group(1)                        2001           $350,000             -0-           140,000             $7,500

------------------------
</TABLE>
         (1) In 1999 and 2001, all directors and officers as a group consisted
of 5 persons; in 2000 all directors and officers as a group consisted of 6
persons.

(b)      Director Compensation.

         Directors of the Company received a fee of $1,500 for each Board of
Directors meeting attended in 2001. In addition, Directors were reimbursed for
any of their travel expenses to and from such meetings.

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

(c)      Ongoing Plans or Arrangement.

         1.  Stock Option Plan.

         In August 1999, we adopted an Incentive Stock Option Plan. Under the
Plan, the Board was authorized to issue up to 100,000 options to purchase the
Company's stock to its employees, directors, consultants and agents in each year
during the term of the Plan. On August 17, 2000, with the approval of the
shareholders of the Company, the number of options to be granted under the Plan
was increased to 1,000,000. The options granted under the Plan may be qualified
or non-qualified. In 2001, approximately 430,000 options were granted under the
Plan.

         2.  Employment Contracts.

         We have entered into employment contracts with the following executive
officers:

         (i)      Alan Posner

         In January 2000, the Company entered into a four (4) year employment
contract with Alan Posner to serve as Chief Executive Officer. Under the
Agreement, Mr. Posner receives a base salary of $125,000 per year through


                                       17
<PAGE>
October 31, 2000, $175,000 per year from November 1, 2000 through October 31,
2001 and $250,000 per year from November 1, 2001 through October 31, 2004.
Pursuant to a separate agreement, Mr. Posner has agreed to defer $75,500 of
compensation due to him in 1999 to 2000. In addition, Meridian has agreed to
issue Mr. Posner a total of 100,000 stock options under its 1999 Incentive Stock
Option Plan in five (5) equal annual installments of 20,000 options each,
commencing October 31, 2000.

         (ii)     Mark Streisfeld

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

(d)      Report on Repricing of Options/SARS.

         Meridian has not repriced any options or stock appreciation rights.


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

         The following table provides information as of March 15, 2002 as to the
ownership of common stock by: (i) each person known by the Company to be the
beneficial owner of five (5%) percent or more of the common stock; (ii) each
director and nominee for election as a director of the Company; (iii) each of
the Company's executive officers; and (iv) all directors and executive officers
of the Company as a group:

<TABLE>
<CAPTION>
                                                                              Shares of Common
                              Number of Share of         Percent of           Stock Obtainable
                                 Common Stock           Common Stock        Under Stock Options     Exercise of
    Name and Title of         Beneficially Owned        Beneficially             Currently             Stock
       Shareholder                    (1)                   Owned             Outstanding (2)         Options
--------------------------    --------------------    ------------------    ---------------------   -------------
<S>                                  <C>                    <C>                           <C>              <C>
Alan Posner (3)                      1,577,791(4)           21.0%                         70,000           $1.00
(CEO and Director)

Mark Streisfeld (5)
(President and Director)             1,690,291(6)           22.5%                         70,000           $1.00

Joel Flig (7) (Director)                    5,000            -0-                           5,000           $1.00

Gene Kreuscher (8)
(Director)                                  5,000            -0-                          50,000           $0.01

Ronald Shapss (9)
(Director)                                275,972           3.7%                          50,000           $1.00

All Directors and
Officers as a Group
(5 Persons)                             3,554,054           47.4%                        245,000
</TABLE>

                                                       18
<PAGE>
<TABLE>
<CAPTION>
                                           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(11)
     --------------------------------    -----------------    ------------------    ------------------------
<S>                                             <C>                   <C>                  <C>
     U.S. Bancorp Investments,                  8,230                 100%                 5,228,281(12)
     Inc.(10)
     (5% beneficial owner)

--------------------------
</TABLE>
(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) All Stock Options expire between May 31, 2010 and September 30, 2011.

(3) The address for Mr. Posner is c/o ChampionLyte Products, Inc., 1356 N.W.
    Boca Raton Blvd., Boca Raton, FL 33432.

(4) Includes 577,500 shares of common stock which were issued to Mr. Posner upon
conversion of his 1,750 shares of Series I Preferred Stock in December 2001.

(5) The address for Mr. Streisfeld is c/o ChampionLyte Products, Inc., 1356 N.W.
    Boca Raton Blvd., Boca Raton, FL 33432.

(6) Includes 577,500 shares of common stock which were issued to Mr. Streisfeld
upon conversion of his 1,750 shares of Series I Preferred Stock in December
2001.

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

(8) The address for Mr. Kreuscher is 69 Kenwood Road, Bohemia, New York 11716.

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

(10) The address for U.S. Bancorp Investments, Inc. is 11766 Wilshire Blvd.,
     Suite 870, Los Angeles, California 90025.

(11) As of December 31, 2001.

(12) U.S. Bancorp Libra, a division of U.S. Bancorp Investments, Inc., and
certain  of its  designees,  beneficially  own  698,948  Common  Stock  Purchase
Warrants of the Company.  Each Common Stock  Purchase  Warrant is exercisable at
$1.75 per Common share.  These  warrants are not included in the total shares of
Common  Stock  into  which  the  Series  II  Convertible   Preferred  Stock  are
convertible in the above chart.


                                       19
<PAGE>
ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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


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

(a)      The following documents are filed as exhibits to this annual report:

EXHIBIT DESCRIPTION

       3.1     Articles of Incorporation, as amended.*
       3.2     By-Laws.*
      10.1     Employment Agreement dated October 2, 2000 between Christopher A.
               Valleau and Meridian USA Holdings, Inc.*
      10.2     Stock Option Agreement dated October 2, 2000 between Christopher
               A. Valleau and Meridian USA Holdings, Inc.*
      10.3     Lease Agreement dated November 1, 2000 between D&H Partnership
               and Meridian USA Holdings, Inc.*
      10.4     Supplier Agreement dated July 12, 1999 between Beverage House,
               Inc., and The Old Fashioned Syrup Company, Inc.*
      10.5     Loan agreement dated May 11, 2000, between U.S. Bancorp Libra and
               Meridian USA Holdings, Inc.*
      10.6     Securities Purchase Agreement dated June 16, 2000 between
               Meridian USA Holdings, Inc. and U.S. Bancorp Investments, Inc.*
      10.7     Registration Rights Agreement dated June 16, 2000 between
               Meridian USA Holdings, Inc. and U.S. Bancorp Investments, Inc.*
      10.8     Investor Rights Agreement dated June 16, 2000 between Meridian
               USA Holdings, Inc. and U.S. Bancorp Investments, Inc.*
      10.9     Securityholders Agreement dated June 16, 2000 among Meridian USA
               Holdings, Inc., Alan Posner, Mark Streisfeld, Paul Galant,
               Joel Flig, Ronald Shapss and U.S. Bancorp Investments, Inc.*
     10.10     Employment Agreement dated January 2000 between Mark Streisfeld
               and Meridian USA Holdings, Inc.*
     10.11     Employment Agreement dated January 2000 between Alan Posner and
               Meridian USA Holdings, Inc.*
     10.12     Employment Agreement dated March 15, 2000 between Steve Kreuscher
               and Meridian USA Holdings, Inc.*
     10.13     Amended and Restated License Agreement dated September 24, 1999
               between Cumberland Packing Corp. and The Old Fashioned Syrup
               Company, Inc.*
     21.1      Subsidiaries of ChampionLyte Products, Inc.*
     23.1      Consent of Radin, Glass & Co., LLP, independent accountants.**
     99.1      Articles of Amendment to Articles of Incorporation of Meridian
               USA Holdings, Inc.*
----------------------
*        Previously filed.
**       Filed herewith.

(b)      Reports on Form 8-K.

         On October 5, 2001, we filed a Form 8-K to report the change of the
name of the Company to ChampionLyte Products, Inc. and the change of its trading
symbol to "CPLY."

                                       20
<PAGE>
SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereto duly authorized on the 30th day of March, 2002.

                                         CHAMPIONLYTE PRODUCTS, 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, 2002.

Principal Executive Officer:

/s/Mark Streisfeld
Mark Streisfeld
President and Director

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

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

/s/Joel Flig
Joel Flig
Director

/s/Gene Kreuscher
Gene Kreuscher
Director

/s/Ronald Shapss
Ronald Shapss
Director



                                       21