SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 EVENT REPORTED): May 12, 2005

CARGO CONNECTION LOGISTICS HOLDING, INC.
(F/K/A CHAMPIONLYTE HOLDINGS, INC.)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

FLORIDA 000-28223 65-0510294
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NO.) (IRS EMPLOYEE
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

600 Bayview Avenue
Inwood, New York 11096
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(516) 239-7000
(ISSUER TELEPHONE NUMBER)

CHAMPIONLYTE HOLDINGS, INC.
3450 Park Central Boulevard
Pompano Beach, Florida 33064
(FORMER NAME AND ADDRESS)

FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the "Filings") contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant's management as well as
estimates and assumptions made by Registrant's management. When used in the
filings the words "anticipate", "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 12, 2005 (the "Effective Date"), pursuant to a Stock Purchase Agreement
and Share Exchange (the "Agreement") between the Cargo Connection Logistics
Holding, Inc - F/K/A Championlyte Holdings, Inc. (Company), Cargo Connection
Logistics Corp. ("Cargo Connection"), a Delaware corporation, and Mid-Coast
Management, Inc. ("Mid-Coast"), an Illinois corporation, the Company purchased
all of the outstanding shares of Cargo Connection and Mid-Coast for a total of
seventy percent (70%) of the issued and outstanding shares of the Company's
common stock. As additional consideration, the Company also issued shares of its
preferred stock to Cargo Connection and Mid-Coast which are convertible into
shares of the Company's common stock so that in twelve (12) months from the
Closing Date, Cargo Connection and Mid-Coast will own a total of eighty percent
(80%) of the outstanding shares of the Company at such time. Pursuant to the
Agreement, Cargo Connection and Mid-Coast became wholly owned subsidiaries of
the Company. The acquisition was approved by the unanimous consent of our Board
of Directors on May 12, 2005.

On May 12, 2005, the Company completed a financing agreement for $1,000,000 with
Highgate House Funds, Ltd. (the "Investor"). Under the agreement the Company
issued a $1,000,000 secured convertible debenture with a 10% interest rate to
the Investor. The debenture is convertible into common shares of the Company at
a conversion price of $0.01 per share. The Company simultaneously issued to the
Investor a Warrant to purchase 250,000 shares of the Company's common stock at
an exercise price of $0.001. The Company is committed to filing an SB-2
Registration Statement with the SEC within 90 days of funding. There are penalty
provisions for the Company should the filing not become effective within 120
days of filing.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

Pursuant to the Agreement, the Company purchased all of the outstanding shares
of Cargo Connection and Mid-Coast for a total of 70% of the issued and
outstanding shares of the Company's common stock. Pursuant to the Agreement,
Cargo Connection and Mid-Coast became wholly owned subsidiaries of the Company.

Cargo Connection Logistics Corp. ("Cargo Connection") is a transportation
logistics provider based in Inwood, NY. Cargo Connection is engaged primarily in
hauling truckload and less-than-truckload (LTL) shipments of general commodities
in both interstate and intrastate commerce. Cargo Connection operates a domestic
and an international logistics operation for all classifications of freight.

The movement of this cargo is accomplished through a network of company drivers
and owner-operators that provide needed resources for the book of business and
the operational skill to maintain their customer base. Cargo Connection provides
the back office operation for the companies, allowing them to focus on the
business itself while Cargo Connection deals with the insurance, financial and
regulatory portions of the business.

In addition to its truck operation, Cargo Connection is in the warehouse and
distribution movement of dry goods from its inbound locations at Atlanta, GA;
Bensenville, IL; Columbus, OH; Inwood, NY and Miami, FL to points throughout the
United States. These operations enhance the appeal to entrepreneurial agents
mainly because it provides built-in backhauls from primary markets for their
truck operations.

Cargo Connection provides carriers with, amongst a host of other aspects of air
carrier handling, electronic messaging, customer service, surface
transportation, Unit Loading Device (ULD) control, and collection of monies.

In the Chicago area, Cargo Connection operates a US Customs Bonded Container
Freight Station in Bensenville, IL. It is a 92,000 sq. ft. facility that also
operates as the Midwest trucking center.

In New York, the USA headquarters, Cargo Connection operates a 105,000-sq. ft.
US Customs Bonded Container Freight Station. At this location, Cargo Connection
provides the build-up and breakdown of air cargo for airlines and freight
forwarders. At one time Cargo Connection's largest airline partner in New York
was El-Al Israel Airlines. Cargo Connection provided off Airport pallet building
services for them.

In the southeast Cargo Connection operates a 27,520 sq. ft. US Customs Bonded
Container Freight Station just off the Hartsfield-Jackson International Airport
in Atlanta and a 36,000 sq. ft. US Customs Bonded Container Freight Station in
Miami near Miami International Airport. Both operations serve as trucking
operations for the region as well.

In Columbus, Ohio, Cargo Connection currently operates a 52,000 sq. ft. US
Customs Bonded Container Freight Station and trucking operation.

Currently Cargo Connection has a fleet of approximately twenty 5000 pound Yale,
Toyota and Komatsu Forklifts. Most of these trucks is leased with full
maintenance agreements to ensure that the company is never left without the
proper equipment. In addition, in those locations where it handles ULD's for the
airlines, Cargo Connection has 15,000 lb. capacity trucks so the loaded ULD's
can be moved efficiently.

Pursuant to the Agreement, as additional consideration, the Company also issued
shares of its preferred stock to Cargo Connection and Mid-Coast which are
convertible into shares of the Company's common stock so that in twelve (12)
months from the Closing Date, Cargo Connection and Mid-Coast will own a total of
eighty (80%) percent of the outstanding shares of the Company at such time.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On May 12, 2005, pursuant to the Agreement, we agreed to issue a total of a
total of 70% of the issued and outstanding shares of the Company's common stock
to Cargo Connection and Mid-Coast in exchange for all of the outstanding shares
of Cargo Connection and Mid-Coast. These shares were issued in reliance on an
exemption from registration under Section 4(2) of the Securities Act of 1933.

These shares of our common stock qualified for exemption under Section 4(2) of
the Securities Act of 1933 since the issuance of shares by us did not involve a
public offering. The offering was not a "public offering" as defined in Section
4(2) due to the insubstantial number of persons involved in the deal, the size
of the offering, and the manner of the offering. We did not undertake an
offering in which we sold a high number of shares to a high number of investors.
In addition, Cargo Connection and Mid-Coast had the necessary investment intent
as required by Section 4(2) since Cargo Connection and Mid-Coast agreed to and
received share certificates bearing a legend stating that such shares are
restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
ensures that these shares would not be immediately redistributed into the
market, and therefore not be part of a "public offering." Based on an analysis
of the above factors, we have met the requirements to qualify for exemption
under Section 4(2) of the Securities Act of 1933 for this transaction.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

Pursuant to the terms of the Agreement, Cargo Connection and Mid-Coast will be
issued a total of 70% of the issued and outstanding shares of the Company's
common stock shares of the Company's authorized common stock. The shares to be
held by Cargo Connection and Mid-Coast represent a majority of the Company's
outstanding common stock. As part of the Agreement, the following changes to the
Company's directors and officers have occurred.

David Goldberg resigned as the Company's President, Chief Executive Officer,
Chief Financial Officer, and Chairman of the Board of Directors; and Thad Kaplan
and Steven Field resigned as members of the Board of Directors, effective May
12, 2005.

Jesse Dobrinsky was appointed as the Company's President and Chief Executive
Officer; Scott Goodman was appointed as the Company's Secretary, Chief Financial
Officer, and Chief Operating Officer; and John Udell was appointed as the
Company's Vice-President as of May 12, 2005.

Further, Jesse Dobrinsky and Scott Goodman were appointed as members of the
Board of Directors of the Company.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

Further, Jesse Dobrinsky and Scott Goodman were appointed as members of the
Board of Directors of the Company.

Jesse Dobrinsky - President and CEO

Jesse was born in 1956. He was raised and educated in New York. Jesse has been
an entrepreneur all of his life. While working his way through college, Jesse
worked as an assistant pharmacist and an assistant manager for Edison Brothers
Shoes. In mid-1978 he and an associate opened a retail stereo shop called Sounds
Incredible. They grew this business until the sales volume was in excess of one
(1) million dollars per year. In 1981, Jesse was enticed into a family
restaurant business where he spent the next year building up the business.
In 1982, Jesse was given the opportunity to open a sales agency for a group of
Midwestern meat haulers. This company was called Coast Dispatch, Inc. It was
started in a small office in Manhattan and its focus was to sell westbound
freight from the Northeastern portion of the United States. As this business
grew, the customers began to inquire about trucks to haul freight throughout the
country. In early 1983 Coast Dispatch, Inc. became an irregular route common
carrier. Over the next twelve years Coast Dispatch, Inc. grew to over 40 company
trucks and ten million dollars in sales.

In 1995 Landstar Inway approached Jesse and asked him to open an Air-Freight
Division for the Landstar group. This division was called Cargo Connection
Logistics. With Jesse at the helm the company grew from less then three million
dollars in sales in 1996 to over five million dollars in sales in 1997. In late
1997, Landstar Inway was directed to refocus on their core business and to
disband any business that was not related to that core business. In 1997, Cargo
Connection Logistics became a non-owned division of ARL and in 1998, did in
excess of eight million dollars in sales. In 1999 the sales volume exceeded
twelve million dollars and Cargo Connection Logistics became the largest
non-owned division of ARL.

Scott Goodman - COO and CFO

Scott was born in 1959. He attended schools in New York and Massachusetts. Scott
holds a Bachelor of Science Degree in Business Administration with a major in
accounting from Northeastern University. He also obtained his MBA from Adelphi
University with majors in International Business and Corporate Finance.

Scott began his career with Norman Goldstein Associates where his primary duties
were as Controller for NGA and as Director of Operations for its subsidiary
company, E & N Plastics. It was at this company that Scott began to travel the
world. In 1983, Scott joined M. Blumenthal Graphics, a New York City printing
house, as Controller and later as Director of Operations.

In 1988, Scott went to work for Lafayette Precision Products. As Controller and
Director of Purchasing, Scott was responsible for overseeing and managing the
installation and implementation of a new computer system. In addition, he was
very involved with developing new procedures for purchasing, inventory control
and financial reporting. When Reichel & Drews bought the company and ultimately
moved the operation to their headquarters in Itasca, IL in 1990, Scott went to
work for Landes Marketing. At Landes Marketing Scott held dual positions as
their Vice President and General Manager. He joined them in order to restructure
their financial debt and reduce costs after heavy losses were sustained by the
Landes family. Landes was a leader in the marketing and distribution of
silver-plated tabletop and giftware. It was in this position that Scott began to
develop a deeper understanding of the import business. One of the vendors Scott
became intimate with was Ben Forman & Sons. In 1992, when Landes Marketing was
being sold, Scott went to work for Ben Forman & Sons where he was responsible
for the financial area of the multi-million dollar manufacturing company. He was
also responsible for the company's related real-estate ventures.

In 1995 Scott Goodman met Jesse Dobrinsky. In late 1995 he went to work for
Coast Dispatch, Inc. as its CFO. In 1996 Scott joined Jesse Dobrinsky at Cargo
Connection Logistics, where they went to work for Landstar Inway.

With Jesse Dobrinsky as President, Scott joined the team as Executive Vice
President. The company grew from less than three million dollars in sales in
1996 to over five million in sales in 1997. In late 1997, Landstar Inway was
directed to refocus on their core business and to disband any business that was
not related to that main business focus. In 1997 Cargo Connection Logistics
became a non-owned division of ARL and in 1998 had sales volumes in excess of
eight million dollars. In 1999 the sales volume exceeded twelve million dollars
and Cargo Connection Logistics became the largest non-owned division of ARL.

John L. Udell - Vice President

John was born in 1955. He was raised and educated in New York. John has had an
entrepreneurial spirit his whole life. While working his way through college,
John had many jobs. In 1976, before completing his education, John was called
home from school to help save the family business. Later that year, John became
the Director of the Finishing Division for AMPCO Printing Company.

It became John's responsibility to make sure that jobs were finished properly
and shipped out in a timely manner. While performing this job it became clear to
John that there was a need for and ultimately an opportunity for a trucking
company that could provide expedited service for the printing industry. He took
this concept to a friend and in 1982, Jesse Dobrinsky and John Udell formed a
company called Coast Dispatch, Inc.

John soon found himself intrigued by the growth and opportunity at Coast
Dispatch, Inc. He soon decided to make it his full time career. Over the next 12
years John was very instrumental in the development and growth of Coast
Dispatch, Inc. In 1996, when Jesse departed from the company, John became its
President and began to lead the company into a rebuilding process. It was his
dream to build a regional trucking company that would focus on the New York
Tri-State Area. In 1996, after bringing the company through a major overhaul,
the investors chose to shut down the company. During that last year John had
managed to reduce the debts of Coast Dispatch, Inc. from just over two million
dollars to less than fifty thousand dollars. John spent the balance of the year
closing Coast Dispatch, Inc. and selling off the assets of the company.

In mid-1997, John joined Cargo Connection Logistics as its Director of Container
Freight Station Operations. In that capacity, John managed the two main CFS
operations in New York and Chicago. John also headed up both the Safety &
Compliance and Driver Recruitment Departments.

No transactions occurred in the last two years to which the Company was a party
in which any director or officer had or is to have a direct or indirect material
interest.

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.

(a) Financial Statements of Business Acquired.

Financial Statements of the Business Acquired are filed with this
amendment to this Form 8K.

(b) Exhibits.

Stock Purchase Agreement and Share Exchange dated May 12, 2005, by and among
Championlyte Holdings, Inc.; Cargo Connection Logistics Corp.; and Mid-Coast
Management, Inc.*

* Filed as an exhibit to the original 8K filed with the SEC on May 18, 2005.

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.

CARGO CONNECTION LOGISTICS HOLDING, INC.

By: /s/ Jesse Dobrinsky
--------------------------
JESSE DOBRINSKY
President, CEO

Dated: July 25, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Cargo Connection Logistics Corp.
Inwood, New York

We have audited the accompanying combined balance sheet of Cargo
Connection Logistics Corp. and affiliate, as of December 31, 2004 and the
related combined statements of operations, and stockholders deficit and cash
flows for the years ended December 31, 2004 and 2003. These combined financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We were not engaged to
perform an audit of internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's' internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosure in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the combined financial position of
Cargo Connection Logistics Corp. and affiliate as of December 31, 2004 and the
results of its operations and its cash flows for the years ended December 31,
2004 and 2003 in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the related financial statement
schedules, when considered in relation to the basic combined financial
statements taken as a whole, present fairly in all material respects, the
information set forth therein.

The accompanying combined financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
combined financial statements, the Company has suffered losses from operations
and has a working capital deficit at December 31, 2004. 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 2. The
combined financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

Friedman LLP
East Hanover, New Jersey

July 18, 2005

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
COMBINED BALANCE SHEET
DECEMBER 31, 2004

ASSETS

Current Assets
Cash $ 95,630
Escrow held by factor for carriers 360,153
Corporate accounts receivable, net of allowance for doubtful
accounts of $632,700 1,083,717
Due from factor 244,047
Prepaid expenses 265,447
-----------
Total current assets 2,048,994
-----------

Property and equipment, net 679,514
Due from officers 36,780
Due from related parties 65,953
Due from others 7,240
Security deposits 164,414
-----------
Total Assets $ 3,002,895
===========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
Accounts payable and accrued expenses $ 2,667,773
Current portion of notes payable 215,813
Current portion of capital leases payable 75,029
Note payable - factor 428,534
Due to related parties 155,230
Due to officers 89,059
Security deposits and escrowed funds 35,047
-----------
Total current liabilities 3,666,485
-----------

Long term portion of notes payable 95,996
Long term portion of capital leases payable 77,152
Deferred rent 94,315
-----------
Total Liabilities 3,933,948
-----------

Commitments and contingencies

Stockholders' Deficit
Common stock 44
Additional paid in capital 40,284
Accumulated deficit (971,381)
-----------
Total Stockholders' Deficit (931,053)
-----------

Total Liabilities and Stockholders' Deficit $ 3,002,895
===========

The accompanying notes should be read in conjunction
with the combined financial statements.

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

2004 2003
------------ ------------

Operating revenue:
Agency revenue - net $ -- $ 515,189
Direct revenue 18,343,972 11,839,827
------------ ------------
Total operating revenue 18,343,972 12,355,016
------------ ------------

Direct operating expenses 11,662,030 6,257,238
------------ ------------

Gross profit 6,681,942 6,097,778
------------ ------------

Indirect operating expenses:
Selling 355,112 232,469
General and administrative 7,247,424 6,082,269
------------ ------------
Total indirect operating expenses 7,602,536 6,314,738
------------ ------------

Loss from continuing operations before other
income (expense) (920,594) (216,960)
------------ ------------

Other income (expense)
Interest income 1,694 3,716
Interest expense (213,009) (109,185)
Management fee 7,695 159,000
Rental income 74,002 25,900
Commission income 2,714 10,981
Gain on sale of asset 25,300 3,500
Other income 169,836 223,362
------------ ------------
Total other income (expense) 68,232 317,274
------------ ------------

------------ ------------
Net income (loss) $ (852,362) $ 100,314
============ ============

The accompanying notes should be read in conjunction
with the combined financial statements.

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
COMBINED STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

Cargo Connection Mid-Coast
Logistics Corp. Management, Inc. Additional Total
Common Stock Common Stock Paid-in Accumulated Stockholders'/
Shares Amount Shares Amount Capital Deficit Deficit
------- ------- ------ ------- ------------ --------------- --------------

Balance at December 31, 2002 400 $ 4 4,000 $ 40 $ 4,056 $ (219,333) $ (215,233)

Forgiveness of accrued expenses
due to certain executives 36,228 36,228

Net income for the year ended
December 31, 2003 - - - - - 100,314 100,314
------ -------- -------- -------- ------------ ---------------- ---------------

Balance at December 31, 2003 400 4 4,000 40 40,284 (119,019) (78,691)

Net loss for the year ended
December 31, 2004 - - - - - (852,362) (852,362)
------ -------- -------- -------- ------------ ------------- ---------------

Balance at December 31, 2004 400 $ 4 4,000 $ 40 $ 40,284 $ (971,381) $ (931,053)
====== ======== ======== ======== ============ ================ ===============

The accompanying notes should be read in conjunction
with the combined financial statements.

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

2004 2003
--------- ---------

Cash flows from operating activities:
Net income (loss) $(852,362) $ 100,314
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation and amortization 263,939 219,021
Bad debt expense 525,000 105,700
Deferred rent (8,882) (46,856)
Changes in operating assets and liabilities:
Decrease (increase) in escrow held by factor 41,023 (401,176)
Increase in accounts receivable (545,850) (172,021)
Decrease in due from carrier, net of advances -- 241,542
Decrease (increase) in due from factor 208,637 (452,684)
Increase in prepaid expenses (127,533) (56,989)
Decrease in other receivables -- 7,355
Increase in due from others (4,651) (2,589)
Increase in accounts payable and accrued expenses 486,795 553,238
Increase in note payable - factor 428,534 --
Decrease in customer loan payable -- (80,000)
Decrease in customer deposits (320,850) --
Increase in security deposits and escrowed funds 11,011 24,036
Decrease in income taxes payable (5,400) (6,673)
--------- ---------

Net cash provided by operating activities 99,411 32,218
--------- ---------

Cash flows from investing activities
Repayments of security deposits 98,262 71,230
Purchase of property and equipment (147,465) (91,810)
--------- ---------

Net cash used in investing activities (49,203) (20,580)
--------- ---------

Cash flows from financing activities
Advances to officers (7,700) (21,924)
Amounts received from officers 63,039 170
Advances to related parties -- (48,432)
Amounts received from related parties 156,168 52,483
Proceeds from notes payable 60,000 90,200
Principal payments on notes payable (373,604) (106,291)
Principal payments on capital leases payable (85,198) (104,842)
--------- ---------

Net cash used in financing activities (187,295) (138,636)
--------- ---------

Net decrease in cash (137,087) (126,998)

Cash, beginning of year 232,717 359,715
--------- ---------

Cash, end of year $ 95,630 $ 232,717
========= =========

The accompanying notes should be read in conjunction
with the combined financial statements.

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

Supplemental disclosure of cash flow information:

2004 2003
------------ --------

Cash paid during the year for:
Interest $ 201,061 $ 95,959
============ ========
Income taxes $ -- $ --
============ ========

Supplemental schedule of non-cash investing activities:

Acquisition of equipment through capital lease obligations $ 50,985 $102,696
============ ========
Acquisition of equipment through notes payable $ 57,200 $304,945
============ ========
Conversion of accounts payable to notes payable $ -- $256,843
============ ========
Forgiveness of accrued expenses to certain executives $ -- $ 36,228
============ ========

The accompanying notes should be read in conjunction
with the combined financial statements.

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Principles of combination

The accompanying combined financial statements include the accounts
of Cargo Connection Logistics Corp. ("Cargo"), and Mid-Coast
Management, Inc. ("Mid-Coast"), (collectively, the "Companies") for
the year ended December 31, 2004 and 2003. All significant
intercompany transactions and balances have been eliminated in
combination.

b) Principal business activity

The Companies listed below are engaged in the transportation and
logistics business on a nationwide basis. Each company is involved
in a different aspect of the industry as described.

Cargo

Cargo was incorporated in the State of Delaware on February 20,
1996. Cargo is a third party logistics provider. Cargo specializes
in transporting small and large shipments throughout North America
through its transportation network. Cargo provides domestic
logistics services for both domestic and international freight of
all kinds. The focus of Cargo is to reduce the time that merchandise
runs through the supply chain. The service provided is through the
use of Cargo's Container Freight Station Operations and Cargo's
Truck Network. Cargo's headquarters is located in Inwood, NY. Cargo
also has stations in Atlanta, GA; Charlotte, NC; Chicago, IL;
Columbus, OH; Inwood, NY; Miami, FL and Pittsburgh, PA.

Mid-Coast

Mid-Coast was incorporated in the State of Illinois on December 28,
1994. Mid-Coast is a nationwide logistics service provider engaged
in receiving customers' goods, warehousing such goods, and while
awaiting for or after clearance through United States Customs,
coordinating the breakdown and sorting or the consolidation of
customers' goods, and arranging for the shipments of those goods
within the United States. Mid-Coast has facilities in New York,
Ohio, and Illinois.

c) Cash, concentration of credit risk

The Companies maintain cash in bank accounts, which, at times, may
exceed Federal Deposit Insurance Corporation insured limits. The
Companies have not experienced any losses on these accounts, and
believes that such risk in minimal.

d) Accounts receivable

The Companies utilize the allowance method for recognizing the
collectibility of its accounts receivable. The allowance method
recognizes bad debt expense based on a review of the individual
accounts outstanding and the facts surrounding these accounts.

e) Property and equipment and depreciation and amortization

Property and equipment is recorded at cost. Depreciation and
amortization of property and equipment is provided for by the
straight-line method over the estimated useful lives of the
respective assets. The estimated useful lives of the office
equipment, trucks, machinery and equipment, and furniture and
fixtures are five years. Computer equipment and software is

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

depreciated over three years and leasehold improvements are
depreciated over the remaining life of the leases.

Reviews are regularly performed to determine whether facts and
circumstances exist which indicate that the carrying amount of
assets may not be recoverable or the useful life is shorter than
originally estimated. The Companies assess the recoverability of its
assets by comparing the projected undiscounted net cash flows
associated with the related asset or group of assets over their
remaining lives against their respective carrying amounts.
Impairment, if any, is based on the excess of the carrying amount
over the fair value of those assets. If assets are determined to be
recoverable, but the useful lives are shorter than originally
estimated, the net book value of the assets is depreciated over the
newly determined remaining useful lives.

f) Revenue recognition

Cargo recognizes all revenues based upon delivery of the goods at
their final destination. Mid-Coast recognizes revenue upon the
completion of services. Agency revenue is recorded on a net basis in
accordance with the agency agreements which Cargo has with certain
carriers. Agency revenue-net reflects gross trucking revenues, net
of direct expenses paid by the carrier on behalf of the Companies,
including the carrier's fees. Expenses for direct use of the
Companies' trucks used in agency transactions are not netted against
revenues and are included in direct operating expenses. Non-agency
revenue generated directly by the Companies is recorded on a gross
basis. Costs related to such revenue are included in direct
operating expenses.

g) Income taxes

The Companies, with the consent of their shareholders, has elected
under the Subchapter S provisions of the Internal Revenue Code and
various tax laws to be treated as an "S" Corporation. Accordingly,
there is no provision for Federal and State income taxes for the
Companies, other than minimum taxes due and income tax on those
local taxing authorities that do not recognize "S" Corporation
status, for the years ended December 31, 2004 and 2003 because such
liability is the responsibility of the individual shareholders.

Effective with the business combination as described in Note 11, the
Companies' "S" corporate elections are revoked and will be
considered corporations of a consolidated group subject to Federal,
State and Local Corporate taxes. On a prospective basis, the
companies expect to have an effective income tax rate of
approximately 40%.

h) Estimated liability for insurance claims

The Companies maintain automobile, general, cargo, and workers'
compensation claim liability insurance coverage's under both
deductible and retrospective rating policies. In the month claims
are reported, the Companies estimate and establish any potential
liabilities, if they exist, for its share of ultimate settlements
using all available information, coupled with the Companies' history
of such claims. Claim estimates are adjusted when additional
information becomes available. The recorded expense depends upon
actual loss experience and changes in estimates of settlement
amounts for open claims that have not been fully resolved. However,
final settlement of these claims could differ from the amounts the
Companies have accrued at year-end.

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)

i) Use of estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.

j) Fair value disclosure at December 31, 2004 and 2003

The carrying value for cash, receivables, and accounts payable
approximate their fair values due to the immediate or short-term
maturities of these financial instruments. The carrying amounts of
the Companies' long-term debt also approximate fair values based on
current rates for similar debt.

NOTE 2 - GOING CONCERN

The Companies occurred a net loss in the year ended December 31,
2004, and has had working capital deficiency in prior years. The
Companies have devoted substantially all of their efforts to
increasing revenues, achieving profitability, and obtaining
long-term financing and raising equity. See subsequent event
footnote with regard to financing.

The Companies' combined financial statements have been prepared on
the assumption that the Companies will continue as a going concern.
Management is seeking various types of additional funding such as
issuance of additional common or preferred stock, additional lines
of credit, or issuance of subordinated debentures or other forms of
debt will be pursued. The funding should alleviate the Companies'
working capital deficiency and increase profitability. However, it
is not possible to predict the success of management's efforts to
achieve profitability. Also, there can be no assurance that
additional funding will be available when needed or, if available,
that its terms will be favorable or acceptable.

If the additional financing or arrangements cannot be obtained, the
Companies would be materially and adversely affected and there would
be substantial doubt about the Companies' ability to continue as a
going concern. The combined financial statements do not include any
adjustments relating to the recoverability and realization of assets
and classifications of liabilities necessary if the Companies become
unable to continue as a going concern.

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123R, "Share-Based
Payment". SFAS No. 123R is a revision of SFAS No. 123, "Accounting
for Stock Based Compensation", and supersedes APB 25, "Accounting
for Stock Issued to Employees". Among other items, SFAS 123R
eliminates the use of APB 25 and the intrinsic value method of
accounting, and requires companies to recognize the cost of employee
services received in exchange for awards of equity instruments,
based on the grant date fair value of those awards, in the financial
statements. In addition, SFAS No. 123R will cause unrecognized
expense related to options vesting after the date of initial
adoption to be recognized as a charge to results of operations

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS (cont'd)

over the remaining vesting period. The effective date of SFAS 123R
is the first reporting period beginning after June 15, 2005, which
is third quarter 2005 for calendar year companies, although early
adoption is allowed. However, on April 14, 2005, the Securities and
Exchange Commission (SEC) announced that the effective date of SFAS
123R will be suspended until January 1, 2006, for calendar year
companies. The Company is currently evaluating the impact of this
new standard, but believes that it will not have a material impact
upon the Company's financial position, results of operations or cash
flows.

In December 2004, the FASB issued FSP FAS No. 109-1, "Application of
FASB Statement No. 109, Accounting for Income Taxes, for the Tax
Deduction Provided to U.S. Based Manufacturers by the American Jobs
Creation Act of 2004" ("FSP FAS No. 109-1"). This statement requires
the qualified production activities deduction as defined in the
American Jobs Creation Act of 2004 (the "Jobs Act") to be accounted
for as a special deduction in accordance with SFAS No. 109,
"Accounting for Income Taxes." The statement also requires that the
special deduction should be considered in measuring deferred taxes
when graduated tax rates are a significant factor and when assessing
whether a valuation allowance is necessary. FSP FAS No. 109-1 was
effective upon issuance. In accordance with the Jobs Act,
determination of the qualified production activities deduction is
not required until 2005, however, due to Fresh Start reporting, THE
COMPANY is required to adopt FSP FAS No. 109-1 as a Fresh Start
adjustment on December 21, 2004. Due to the projected tax losses for
the next few years, management does not believe that this statement
will have a material effect on the Company's results of operations,
financial condition and liquidity.

In December 2004, the FASB issued SFAS No. 153 "Exchanges of
Non-monetary Assets--an amendment of APB Opinion No. 29." This
Statement amended APB Opinion No. 29 to eliminate the exception for
non-monetary exchanges of similar productive assets and replaces it
with a general exception for exchanges of non-monetary assets that
do not have commercial substance. A non-monetary exchange has
commercial substance if the future cash flows of the entity are
expected to change significantly as a result of the exchange. The
Company is currently evaluating the impact of this new standard, but
believes that it will not have a material impact upon the Company's
financial position, results of operations or cash flows.

In November 2004, the FASB issued SFAS No. 151 "Inventory Costs".
This Statement amends the guidance in ARB No. 43, Chapter 4,
"Inventory Pricing", to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs, and wasted
material (spoilage). In addition, this Statement requires that
allocation of fixed production overhead to the costs of conversion
be based on the normal capacity of the production facilities. The
provisions of this Statement will be effective for the Company
beginning with its fiscal year ending 2005. The Company is currently
evaluating the impact of this new standard, but believes that it
will not have a material impact on the Company's financial position,
results of operations or cash flows.

NOTE 4 - FACTORING FACILITY

In September 2003 Cargo entered into an agreement with Accord
Financial, Inc. ("Accord"), a financial services company whereby
Accord would provide an accounts receivable factoring facility by
purchasing certain accounts receivable and extending credit with a
maximum borrowing amount of $2,000,000. The contract is annual in
nature, automatically renewing annually unless Cargo provides thirty
(30) days cancellation notice. The agreement provides

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 4 - FACTORING FACILITY (cont'd)

that Accord will purchase up to 90% of eligible accounts receivable
of Cargo minus a discount of approximately 1.2% and a discretionary
reserve (holdback) which is reduced with payments from the debtor.
If an invoice is outstanding over 90 days, Cargo, under recourse
provisions, must buy back the invoice from Accord. Cargo must submit
a minimum of $1,500,000 of eligible invoices in any calendar
quarter.

At December 31, 2004, $244,047 is due from Accord which represents
the reserve against submitted invoices. The escrow being held by
Accord totaling $360,153 represents funds available to assist Cargo
in funding payments to carriers. At December 31, 2004, the total
amount advanced by Accord was $1,035,215, which represents the
financing of accounts receivables purchased.

Promissory Note

In addition, with the bankruptcy filing of one of Cargo's customers,
a Promissory Note was entered into for the repayment of the advances
given to Cargo for eligible invoices for that customer. This note
was entered into on December 3, 2004 in the amount of $523,412 with
an interest rate of eighteen percent (18%). Terms of the note call
for five percent (5%) of the eligible and certain accounts
receivable not previously sold, collections be applied as payment
towards the note and the balance of the note is due in full on June
30, 2006. Cargo expects that through its collection process that
this obligation will be fully paid in 2005.

NOTE 5 - PROPERTY AND EQUIPMENT, NET

At December 31, 2004, property and equipment, at cost, consist of
the following:

2004
----------
Trucks and autos $ 234,192
Computer equipment and software 625,324
Office equipment 302,780
Leasehold improvements 130,740
Machinery and equipment 394,003
Furniture and fixtures 24,088
----------
1,711,127
Less: accumulated depreciation and
amortization 1,031,613
----------

$ 679,514
==========

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 6 - RELATED PARTY TRANSACTIONS

As of December 31, 2004 the Companies are due $65,953 from related
entities not included in these combined financial statements which
are controlled by the Companies' stockholders. These receivables are
non-interest bearing and do not have formal repayment terms.
Management does not anticipate full collection of these amounts
within a one-year period.

As of December 31, 2004, the Companies owed $155,230 to related
entities not included in these combined financial statements which
are controlled by the Companies' stockholders. These amounts are
non-interest bearing and do not bear formal repayment terms.
Management anticipates repayment of this liability by December 31,
2005.

The Companies rent warehouse space and equipment from related
companies. For the years ended December 31, 2004 and 2003, rent
expense charged to operations related to these rentals totaled
$784,499 and $130,080 respectively. The leases, which contain
various options for extending, fully terminate in February, 2014. In
addition, management fees received totaling $159,000 in 2003 relate
to reimbursement of administrative expenses.

In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46 (revised December 2003) requiring certain
variable interest entities to be consolidated by the primary
beneficiary for financial reporting. The Companies are currently
evaluating whether it will be required to consolidate with the
variable interest entities for the year ending December 31, 2005.

Employment Agreements

Unpaid compensation has been treated as a capital contribution from
the officers in 2003.

NOTE 7 - OBLIGATIONS UNDER CAPITAL LEASES

The Companies lease machinery, equipment and software under various
non-cancelable capital leases with a capitalized cost of $907,506,
less accumulated depreciation of $457,670. The obligations are due
in varying monthly installments of principal and interest totaling
$7,619, with interest rates ranging from 12% to 16.1% and mature
through September 30, 2008. Certain obligations are guaranteed by
the majority stockholders.

As of December 31, 2004, the aggregate future minimum remaining
lease payments under these leases are as follows:

Year Ending
December 31,
------------
2005 $ 83,347
2006 42,931
2007 28,618
2008 11,422
--------

Total 166,318
Less: amount representing interest 14,137
--------
Net present value of capital lease obligations 152,181
Current portion 75,029
--------
Long-term portion $ 77,152
========

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 8 - NOTES PAYABLE

In March, 2003, Cargo entered into a loan agreement with a vendor in
the amount of $100,573 for the purpose of financing the purchase of
seven trailers. In July, 2004, Cargo entered into a loan agreement
with the same vendor in the amount of $57,200 the purpose of
financing the purchase of four trailers. These notes bear interest
at a rate of 3.9% per annum and mature on February 2005 and July
2005, respectively. The notes are payable in equal monthly
installments of $4,350 and $4,400, respectively and are
collateralized by the trailers. As of December 31, 2004 the balances
due total $39,536. In April 2005, the agreements were paid in full.

In May, 2003, Cargo entered into a loan agreement with U.S. Small
Business Administration ("SBA") whereby the SBA loaned $90,200 for
working capital purposes. The loan bears interest at a rate of 4%
per annum. The loan matures in 2008, where the balance due
approximates $14,000. Monthly installments of $2,664 are due
beginning in June, 2005. No payments for interest or principal are
required before that date. The note is secured by the personal
guarantees of the officers of Cargo and is collateralized by
substantially all the assets of Cargo.

In September, 2003, Cargo entered into a note payable for $204,372
which is secured by six tractors. The note bears interest at rate of
8% per annum and is payable in monthly installments of principal and
interest totaling $7,489, matures in February 2006 and is
collateralized by the tractors. At December 31, 2004, the balance
due is $99,784. The note is secured by the personal guarantees of
the officers of Cargo.

In December, 2003, Mid-Coast converted $108,256 of accounts payable
due to a vendor requiring monthly payments of $10,000 into a note
payable maturing February 1, 2005. The note bears no interest and
has therefore been discounted utilizing federal applicable rates of
5.01%. At December 31, 2004, the balance due is $22,288.

In March 2004, Mid-Coast entered into a revolving term loan with its
financial institution whereby Mid-Coast was granted a $100,000 line
of credit. At December 31, 2004, the balance on the line of credit
was $60,000 and bears interest at a rate of prime plus 2 1/2% (7.5%
at December 31, 2004). Mid-Coast is required to make monthly
interest only payments until December 15, 2006, when the line of
credit terminates. At that time the remaining balance becomes a note
payable with a four year term. The obligation is collateralized by
all of the assets of Mid-Coast and guaranteed by all of this
company's officers. Mid-Coast expects to fully repay this obligation
in 2005 and is being classified as all currently due.

At December 31, 2004, future minimum remaining principal payments on
the above notes are as follows:

Year Ending
December 31,
2005 $215,813
2006 44,083
2007 30,446
2008 21,467
2009 --
--------
$311,809
========

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Lease commitments

The Companies have entered into non-cancelable operating leases for
offices and warehouse space in several states including Illinois,
New York, Ohio, Florida and Georgia. Additionally, the Companies
lease equipment and trucks under non-cancelable operating leases.
The leases are subject to escalation for the Companies'
proportionate share of increases in real estate taxes and certain
other operating expenses. The approximate future minimum rentals
under non-cancelable operating leases in effect on December 31, 2004
are as follows:

Office and
Warehouse Equipment
Space and Trucks
---------- ----------
2005 $ 982,235 $ 22,831
2006 979,128 22,182
2007 970,341 22,182
2008 910,266 11,422
2009 566,622 --
Thereafter 71,763 --
---------- ----------
$4,480,355 $ 78,617
========== ==========

Rent expense charged to operations for office and warehouse space
for the years ended December 31, 2004 and 2003 amounted to $
1,672,732 and $1,283,824, respectively. Rent expense charged to
operations for trucks and equipment for the years ended December 31,
2004 and 2003 amounted to $106,125 and $235,278, respectively. .

Significant customers

For the years ended December 31, 2004 and 2003, the Companies had
two customers, which comprised 75% and 85% of operating revenue,
respectively.

Litigation

The Companies are party to various legal proceedings, which are
generally incidental to their business. Although the ultimate
disposition of legal proceedings cannot be predicted with certainty,
it is the opinion of management that the outcome of any claim which
is pending or threatened, either individually or on a combined
basis, will not have a materially adverse effect on the combined
financial statements of the Companies.

CARGO CONNECTION LOGISTICS CORP. AND AFFILIATE
NOTES TO COMBINED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

NOTE 10 - COMMON STOCK

Common stock at December 31, 2004 and 2003 consists of:

Cargo Connection Logistics Corp. -
$.01 par value; 1,000 shares authorized;
400 shares issued and outstanding $ 4

Mid-Coast Management, Inc. -
$.01 par value; 10,000 shares authorized;
4000 shares issued and outstanding 40
----------

$ 44
==========

NOTE 11 - SUBSEQUENT EVENTS

Business combination

On May 12, 2005 (the "Effective Date"), pursuant to a Stock Purchase
Agreement and Share Exchange (the "Agreement") between ChampionLyte
Holdings, Inc. (Champion), and the Companies, Champion purchased all
of the outstanding shares of the Companies for a total of 70% of the
issued and outstanding shares of Champion's common stock to be
accounted for as a reverse merger. For accounting purposes, the
Companies are deemed to have been the accounting acquirer in the
merger. Although Championlyte was the legal survivor in the merger
and remains the registrant with the Securities and Exchange
Commission, under accounting principles generally accepted in the
United States, the merger was accounted for as a reverse
acquisition, whereby the Companies was considered the "acquirer" of
Championlyte for financial reporting purposes as the Companies had
all significant operations and its stockholders controlled more than
50% of the post transaction combined company. Among other matters,
reverse merger accounting requires Championlyte to present in all
financial statements and other public information filings, prior
historical and other information of the Companies, and a retroactive
restatement of the Companies historical shareholders investment for
the equivalent number of shares of common stock received in the
merger. Accordingly, the consolidated and combined financial
statements will present the results of operations of the Companies
and reflect the acquisition of Championlyte under the purchase
method of accounting. Subsequent to January 1, 2005, the operations
of the Company reflect the consolidated and combined operations of
the former Championlyte and the companies.

Concurrently, as part of the transaction, Champion issued a
$1,000,000 secured convertible debenture with a 10% interest rate to
an investor. The debenture is convertible into common shares of the
Champion at a conversion price of $0.01 per share. Champion
simultaneously issued to the Investor a Warrant to purchase 250,000
shares of the Champion's common stock at an exercise price of
$0.001. In twelve (12) months from the closing date, the Companies
will own a total of eighty (80%) percent of the outstanding shares
of Champion at such time. The acquisition was approved by the
unanimous consent of Champion's Board of Directors on May 12, 2005.

Name Change

Effective May 23, 2005 the name ChampionLyte Holdings, Inc. was
changed to Cargo Connection Logistics Holding, Inc. to better
reflect the focus of the entity.