SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest reported): May 28, 2003
Championlyte Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Florida
(State or Other Jurisdiction of Incorporation)
000-28223 65-0510294
(Commission File Number) (IRS Employer Identification No.)
2999 NE 191st Street, Penthouse 2
North Miami Beach, Florida 33180
(Address of Principal Executive Offices)(Zip Code)
(561)394-8881
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On May 28, 2003, Championlyte Holdings, Inc. filed a complaint against
InGlobalVest, Inc. Steve Sherb, Barry Patterson, Uche Osuji, John Doe #1, Alan
Posner and Christopher A. Valleau alleging the fraudulent conveyance of the
firm's Old Fashioned Syrup Company, Inc. subsidiary. The complaint was filed
against the above named defendants in the Circuit Court of the 15th Judicial
Circuit in and for Palm Beach County, Florida and was for monetary damages,
injunctive declaratory and equitable relief. The lawsuit further claims that we
have suffered irreparable damage and we are seeking to rescind the sale of the
securities in the Syrup Company to InGlobalVest and restore ChampionLyte, the
Syrup Company and InGlobalVest to their respective positions prior to the time
the transaction was entered.
The lawsuit alleges the defendants engaged in a fraudulent scheme to deprive us
of our principal asset and primary source of revenue for grossly inadequate
consideration (only $15,000) without notice of approval of our Board of
Directors, without notice and approval of U.S. Bancorp Investments, Inc. (the
holder of our preferred stock), as required by the terms of certain agreements
and our Amended Articles of Incorporation, without notice and approval by the
shareholders at large as required by Florida statutes for sales of assets of a
corporation other than in the regular course of business and in violation of the
antifraud provisions of the Florida Securities Investor Protection Act.
The lawsuit further alleges that Posner, acting in concert with Valleau, by and
through InGlobalVest and its representatives devised a fraudulent plan to
improperly and unlawfully strip us of our ownership and control of our valuable,
wholly-owned subsidiary, the Syrup Company, as well as other valuable property,
equipment and assets that were owned by the Syrup Company including long-term
licensing agreements, specifically Cumberland Farms for the rights to name
Sweet'N Low(R) worth hundreds of thousands of dollars. Prior to the time it was
taken from us, The Old Fashioned Syrup Company was generating nearly one million
dollars in annual revenues, which was historically representing approximately 90
percent of our total sales.
According to the complaint, Posner and Valleau used the pretext of an imminent
payment due to a licensee of the Syrup Company (Cumberland Farms) as a reason to
obtain a short-term convertible loan ("Sham Loan")from InGlobalVest on or about
November 27, 2002 for $15,000. The terms of the promissory note provided that in
the event the loan was not repaid by the Syrup Company, on or before December
13, 2002, together with accrued interest, that InGlobalVest, which was formed
only two weeks before could, at its option, convert the principal amount of the
Sham Loan into the number of share equivalent to 66 2/3 percent of the issued
and outstanding common stock in the Syrup Company. The lawsuit alleges that in
reality, the Sham Loan was nothing more than a ruse to disguise the sale of a
majority interest in the Syrup Company for a mere $15,000.
As the maturity date approached, then Company Vice President, Mark Streisfeld,
advised Posner and Valleau that members of his family, who had already loaned
ChampionLyte $140,000, would pay off the Sham Loan. Streisfeld also informed
these two individuals that another large shareholder of ChampionLyte, as well as
Mark Streisfeld himself, would make the same offer. The lawsuit alleges that
Posner falsely advised Streisfeld that he (Posner) would not accept such offers
because he would obtain the necessary extensions on the maturity date of the
Sham Loan in order to avoid default. However, the loan defaulted without the
knowledge of Streisfeld or the investing public at large.
On or about January 14, 2003, Posner resigned from his positions as secretary
and treasurer of the Syrup Company. He now serves as a director of the Syrup
Company under the control of InGlobalVest.
ITEM 7. EXHIBITS.
Number Exhibit
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99 Press Release dated June 3, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHAMPIONLYTE HOLDINGS, INC.
By:/s/ David Goldberg
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David Goldberg
President
June 5, 2003