SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO 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): August 20, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 20, 2003, we reacquired the Old Fashioned Syrup Company from
InGlobalVest, Inc. The Old Fashioned Syrup Company ("Syrup Company")
manufactures and sells a sugar-free, fat-free chocolate flavored syrup.
Commencing in 1998, the Syrup Company sold its syrup under its trademark The Old
Fashioned Syrup Company(R). We purchased the Syrup Company from InGlobalvest,
Inc. and its shareholders for the following consideration:
1. A total of $135,000 with the initial payment of $20,000 paid
on July 21, 2003 and the balance of $115,000 paid on August
20, 2003; and
2. Settlement of a lawsuit against InGlobalvest, Inc. and its
shareholders regarding the Syrup Company.
The total payment of $135,000 was based on the settlement figure of $125,000
plus on additional $10,000 paid pursuant to the section of the settlement
agreement that allowed for a capital call to facilitate the capital requirements
of the Old Fashioned Syrup Company. Our decision to pay $135,000 for the return
of the Old Fashioned Syrup Company was as a result of the infusion of capital
into the Old Fashioned Syrup Company by InGlobalvest, the outstanding original
loan made to Championlyte by InGlobalvest and a restructuring of the Old
Fashioned Syrup Company by InGlobalvest, during their ownership of such
business, which reduced some of the outstanding liabilities of such entity.
Based on these factors, we believe that the payment of $135,000 for the Old
Fashioned Syrup Company was warranted and that the return of such business to us
will increase our shareholder value.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
(b) Pro forma financial information
ChampionLyte Holdings, Inc. and Subsidiaries
Pro Forma Condensed Combined Financial Statements
On August 20, 2003, ChampionLyte Holdings, Inc. ("ChampionLyte") reacquired the
Old Fashioned Syrup Company ("Syrup Company") from InGlobalVest, Inc. for a
purchase price of $135,000. The acquisition of the Syrup Company was accounted
for under the purchase method of accounting.
The attached unaudited pro forma condensed combined balance sheet as of June 30,
2003 and statement of operations for the six months ended June 30, 2003 give
effect to the purchase by the Company of the common stock of the Syrup Company
for a purchase price of $135,000. The unaudited pro forma condensed combined
statement of operations for the six months ended June 30, 2003 combines the
Company's historical results and the Syrup Company's historical results, giving
effect to the acquisition as if it had occurred as of January 1, 2003. The
unaudited pro forma condensed combined balance sheet combines the Company's
balance sheet as of June 30, 2003 with the Syrup Company's balance sheet as of
June 30, 2003 giving effect to the acquisition as if it had occurred on June 30,
2003.
The unaudited pro forma condensed combined financial statements were prepared
utilizing the accounting principles of the respective entities as outlined in
each entity's historical financial statements. The pro forma adjustments are
based upon available information and certain assumptions that the Company
believes are reasonable under the circumstances. The unaudited condensed
combined financial statements do not purport to be indicative of the operating
results or financial position that would have been achieved had the acquisition
taken place on the dates indicated or the results that may be obtained in the
future. These unaudited pro forma statements should be read in conjunction with
the notes to the unaudited pro forma financial statements.
Contents
Pro Forma Condensed Combined Balance Sheet as of June 30, 2003
Pro Forma Condensed Combined Statement of Operations for the Six
Month Period Ended June 30, 2003
Notes to Pro Forma Condensed Combined Financial Statements
3
ChampionLyte Holdings, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 2003
Syrup Pro Forma Pro Forma
ChampionLyte Company Adjustments Combined
------------- --------- ----------- -------------
ASSETS:
Current assets:
Cash and cash equivalents $ 1,254 $ 26,543 - $ 27,797
Accounts receivable, net 17,956 42,533 - 60,489
Inventory 18,813 - - 18,813
Deposits 16,000 - - 16,000
Prepaid expenses 14,963 14,000 - 28,963
------------- --------- ----------- -------------
Total current assets 68,986 83,076 - 152,062
Property and equipment, net 22,028 108,531 - 130,559
Intangible asset - - 78,854 (a) 78,854
------------- --------- ------------- -------------
Total assets $ 91,014 $191,607 $ 78,854 $ 361,475
============= ======== =========== =============
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIENCY):
Current liabilities:
Accounts payable $ 440,443 $ 90,728 $ 57,420 (c) $ 588,591
Net liabilities of discontinued operations 57,420 - (57,420)(c) -
Notes payable - related party 105,000 - - 105,000
Convertible notes payable 281,462 - 135,000 (a) 416,462
Accrued expenses 140,176 44,733 - 184,909
------------- --------- ----------- -------------
Total current liabilities 1,024,501 135,461 135,000 1,294,962
Series II redeemable convertible preferred stock 395,000 - - 395,000
------------- --------- ----------- -------------
Stockholders' equity (deficiency):
Series I convertible preferred stock - - - -
Series III blank check preferred stock - - - -
Series IV convertible preferred stock 93,675 - - 93,675
Common stock 24,570 2,273 (2,273) (b) 24,570
Additional paid-in capital 14,104,473 - - 14,104,473
Common stock due for services 8,000 - - 8,000
Deferred services (642,971) - - (642,971)
Deferred compensation (7,989) - - (7,989)
Accumulated deficit (14,908,245) 53,873 (53,873) (b) (14,908,245)
-------------- --------- ------------ --------------
Total stockholders' equity (deficiency) (1,328,487) 56,146 (56,146) (1,328,487)
-------------- --------- ------------ --------------
Total liabilities and stockholders'
equity (deficiency) $ 91,014 $ 191,607 $ 78,854 $ 361,475
============= ========= =========== =============
The accompanying notes are an integral part of these unaudited pro
forma condensed combined financial statements.
4
ChampionLyte Holdings, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Combined Statement of Operations
For the six month period ended June 30, 2003
Syrup Pro Forma Pro Forma
ChampionLyte Company Adjustments Combined
-------------- ----------- ----------- -------------
Net sales $ 17,956 $ 313,203 $ - $ 331,159
Cost of sales 8,185 218,937 - 227,122
-------------- ----------- ----------- -------------
Gross Profit 9,771 94,266 - 104,037
Selling, general and administrative 730,684 136,942 (57,420) (d) 810,206
------------- ----------- ------------ -------------
Loss from continuing operations before
other income (expense) (720,913) (42,676) 57,420 (706,169)
Other income (expense):
Gain on forgiveness of trade payable 158,998 - - 158,998
Interest and financing expense (197,394) - (4,050) (e) (201,444)
-------------- ----------- ------------ --------------
Other income (expense), net (38,396) - (4,050) (42,446)
-------------- ----------- ------------ --------------
Net loss before discontinued operations (759,309) (42,676) 53,370 (748,615)
Net gain from discontinued operations 57,420 - (57,420) (d) -
------------- ----------- ------------ -------------
Net loss $ (701,889) $ (42,676) $ (4,050) $ (748,615)
============== ============ ============ ==============
Basic income (loss) per share:
Loss from continuing operations $ (.07) $ (.07)
Income from discontinued operations .01 .00
-------------- --------------
$ (.06) $ (.07)
============== ==============
Weighted average number of common
shares outstanding - basic 10,838,595 10,838,595
============= ==============
The accompanying notes are an integral part of these unaudited pro
forma condensed combined financial statements.
5
ChampionLyte Holdings, Inc. and Subsidiaries
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(a) Reflects acquisition of the Syrup Company for an aggregate purchase
price of $135,000, resulting in an excess of the purchase price over
the fair value of the net assets acquired (intangibles) of $78,854. The
purchase price and purchase price allocation are summarized as follows
assuming the acquisition had occurred on June 30, 2003:
Cash paid on behalf of ChampionLyte $ 135,000
===========
The adjusted purchase price has been allocated as follows:
Fair value of net assets acquired $ 56,146
Excess of the purchase price over
the fair value of net assets 78,854
-----------
$ 135,000
===========
(b) Represents the elimination of the Syrup Company's stockholders' equity
as a result of using the purchase method of accounting.
(c) Represents the reinstatement of payables attributed to the Syrup
Company at June 30, 2003.
(d) Represents the reinstatement of the net gain from discontinued
operations to loss from continuing operations as if Championlyte
reacquired the Syrup Company at January 1, 2003.
(e) Represents interest expense resulting from the $135,000 advance on
behalf of Championlyte for the acquisition of the Syrup Company. The
interest rate is 6.0%.
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Pro Forma Combined Financial Statements
The following unaudited pro forma combined balance sheet of Championlyte Inc. &
Subs (the "Company") as of December 31, 2002 (the "Pro Forma Balance Sheet") and
the Unaudited Pro Forma Combined Statements of Operations of the Company for the
year ended December 31, 2002 (the "Pro Forma Statements of Operations") have
been prepared to illustrate the estimated effect of the reacquiring of The Old
Fashioned Syrup Company, Inc. ("Syrup Company") from InGlobalVest, Inc. The pro
forma financial statements should be read in conjunction with the notes thereto
and the financial statements of the Company and related notes thereto contained
in its filing on Form 10-KSB for each of the years ended December 31, 2002 and
December 31, 2001 and Form 10-QSB for the period ended June 30, 2003.
Audited separate company financial statements for the Syrup Company have not
been prepared since such operations for the years ended December 31, 2002 and
2001 were audited and presented as part of the consolidated Company financial
statements filed with each of the respective Form 10-KSB's.
The pro-forma financials for the year ended December 31, 2001 have not been
presented, since such audited financial statements, including the operations of
the Syrup Company can be obtained from the Form 10-KSB for the year ended
December 31, 2001, filed with the Securities and Exchange Commission on April 1,
2002.
The pro-forma financials for the year ended December 31, 2002 have been
presented on an unaudited basis utilizing the audited financials as filed with
Form 10-KSB for the year ended December 31, 2002 and recording reclassifications
for reinstating the discontinued operations of the Syrup Company and reinstating
the sole remaining asset of the Syrup Company, which was the carrying value of
the license agreement. All of the operations and assets and liabilities were
subject to audit for the year ended December 31, 2002, except for the last nine
days of the year. The operations for the Syrup Company for the last nine days
were immaterial, since the Syrup Company was not filling any orders due to the
lack of inventory and working capital for a few months prior to the December 21,
2002 transition date to InGlobal Vest, Inc.
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CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2002
Pro Forma
ASSETS Consolidated Adjustments Pro Forma
------------ ------------- --------------
(audited) (unaudited) (unaudited)
Current assets:
Cash and cash equivalents $ 71 - 71
Prepaid expenses 10,825 - 10,825
------------ ------------- --------------
Total current assets 10,896 - 10,896
Property and equipment, net 27,284 107,067 (a) 134,351
------------ ------------- --------------
$ 38,180 107,067 145,247
============ ============= ==============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 610,969 116,730 (c) 727,699
Net liabilities of discontinued operations 116,730 (116,730) (c) -
Notes payable - related party 140,000 - 140,000
Accrued expenses and other current liabilities 160,000 - 160,000
------------ ------------- --------------
Total current liabilities 1,027,699 - 1,027,699
------------ ------------- --------------
Series II redeemable convertible preferred stock, par value $.01 - authorized
8,500 shares, 8,230 shares issued and outstanding (liquidation
value $8,230,00) 8,229,727 - 8,229,727
Commitments and contingency - - -
Stockholders' deficiency:
Series I convertible preferred stock, par value $1.00 - authorized
100,000 shares, 0 shares issued and outstanding - - -
Common stock, par value $.001 - authorized 40,000,000 shares,
issued and outstanding 7,559,399 7,560 - 7,560
Additional paid-in capital 4,979,550 - 4,979,550
Accumulated deficit (14,206,355) 107,067 (a) (14,099,288)
------------ ------------- --------------
Total stockholders' deficiency (9,219,245) 107,067 (9,112,178)
------------ ------------- --------------
$ 38,180 107,067 145,247
============ ============= ==============
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CHAMPIONLYTE PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2002
Pro Forma
Consolidated Adjustments Pro Forma
--------------- --------------- ---------------
(audited) (unaudited) (unaudited)
Net sales $ 266,336 $ 685,554 (b) 951,890
Cost of goods sold 165,909 568,630 (b) 734,539
--------------- --------------- ---------------
Gross profit 100,427 116,924 217,351
Selling, general and administrative 1,954,761 486,767 (a) (b) 2,441,528
--------------- --------------- ---------------
Loss from operations (1,854,334) (369,843) (2,224,177)
Other income (expense):
Investment income 11,732 - 11,732
Interest expense (16,728) - (16,728)
Loss on sale of assets (2,229) - (2,229)
Gain on sales of investment 10,860 - 10,860
--------------- --------------- ---------------
Other expenses, net 3,634 - 3,634
--------------- --------------- ---------------
Net loss from continuing operations before income tax expense (1,850,700) (369,843) (2,220,543)
Income tax expense - - -
--------------- --------------- ---------------
Net loss from continuing operations (1,850,700) (369,843) (2,220,543)
Loss on from discontinued operations (476,910) 476,910 (b) (0)
--------------- --------------- ---------------
Net Income (Loss) (2,327,610) 107,067 (2,220,543)
Series II deemed preferred dividends 411,500 411,500
--------------- --------------- ---------------
Net income (loss) available to common shareholders $ (2,739,110) $ 107,067 (2,632,043)
=============== =============== ===============
Basic and Diluted Earnings (Loss) Per share
Loss from contiuing operations available to shareholders $ (0.30) (0.35)
Loss from discontinued operations (0.06) (0.00)
--------------- ---------------
$ (0.36) (0.35)
=============== ===============
Weighted average number of common shares
outstanding - basic and diluted 7,528,861 7,528,861
=============== ===============
9
Notes to Unaudited Pro Forma Financial Statements
As previously reported on Form 8-K dated August 20, 2003, on August 20, 2003,
Championlyte Inc. & Subs (the "Company") reacquired the Old Fashioned Syrup
Company ("Syrup Company") from InGlobalVest, Inc. The Syrup Company manufactures
and sells a sugar-free, fat-free chocolate flavored syrup product.
Pro forma adjustments are as follows:
(a) To reinstate license agreement at December 31, 2002 for $107,067.
(b) To reclassify the loss from discontinuing operations to loss from
continuing operations as if the Company had reacquired the Syrup
Company at December 31, 2002.
(c) To reinstate payables attributed to the Syrup Company at December 31,
2002.
(c) Exhibits
Number Exhibit
- ------ -------
None
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
----------------------------------------------
David Goldberg
President
November 7, 2003
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