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Cargo Connection Logistics Holding/Inc · 10QSB · For 6/30/05

Filed On 8/22/05 5:24pm ET · SEC File 0-28223 · Accession Number 1144204-5-26683

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 8/22/05  Cargo Connection Log..Holding/Inc 10QSB       6/30/05    5:38                                     1144204

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10QSB       Quarterly Report -- Small Business                    32    163K 
 2: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2     10K 
 3: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2     10K 
 4: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      6K 
 5: EX-32.2     Certification per Sarbanes-Oxley Act (Section 906)     1      6K

10QSB · Quarterly Report -- Small Business
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Changes in Securities Controls and Procedures Defaults Upon Senior Securities Exhibits and Reports of Form 8-K Legal Proceedings Management's Discussion and Analysis or Plan of Operations Other Information Submission of Matters to a Vote of Security Holders
1	1st Page
23	Item 2. Management's Discussion and Analysis or Plan of Operations
27	Item 3. Controls and Procedures
"	Item 1. Legal Proceedings
28	Item 2. Changes in Securities
32	Item 3. Defaults Upon Senior Securities
"	Item 4. Submission of Matters to a Vote of Security Holders
"	Item 5. Other Information
"	Item 6. Exhibits and Reports of Form 8-K

10QSB 1st Page of 32 TOC Top Previous Next Bottom Just 1st
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 U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-QSB

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES        
EXCHANGE ACT OF 1934                                                

For the quarterly period ended June 30, 2005

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

For the transition period from
 Commission File No. 0-28223

CARGO CONNECTION LOGISTICS HOLDING, INC.
 (f/k/a CHAMPIONLYTE HOLDINGS, INC.)
 (Exact name of small business issuer as specified in its charter)

  Florida                               65-0510294
(State or other jurisdiction of                 (I.R.S. Employer        
incorporation or organization)                Identification No.)     

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

(516) 239-7000
 (ISSUER TELEPHONE NUMBER)

 3450 Park Central Boulevard
Pompano Beach, Florida 33064
 (FORMER NAME AND ADDRESS)

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

Yes |X|     No |_|                                                              

State the number of shares outstanding of each of the issuer's classes of common
equity, as of August 19, 2005: 496,820,360 shares of common stock outstanding,  
$0.001 par value.                                                               

10QSB 2nd Page of 32 TOC 1st Previous Next Bottom Just 2nd

 CARGO CONNECTION LOGISTICS HOLDING, INC. AND SUBSIDIARIES
 f/k/a Championlyte Holdings, Inc.
CONSOLIDATED BALANCE SHEET
 June 30, 2005
 (UNAUDITED)

                                                        · Enlarge/Download Table
                                                                                                      
                                     ASSETS                                                           
Current Assets                                                                                        
  Cash                                                                                    $     8,220 
  Escrow held by factor                                                                        99,406 
  Escrow held by attorney                                                                      14,276 
  Accounts receivable, net                                                                    984,950 
  Due from factor                                                                             353,405 
  Prepaid expenses                                                                             90,359 
                                                                                          ----------- 
Total current assets                                                                        1,550,616 
                                                                                          ----------- 

Property and equipment, net                                                                   535,109 
Due from officers                                                                              36,780 
Due from related parties                                                                       39,310 
Due from employees                                                                              1,714 
Security deposits                                                                              88,881 
Deferred financing costs                                                                      127,498 
Other assets                                                                                      740 
                                                                                          ----------- 
Total Assets                                                                              $ 2,380,648 
                                                                                          =========== 

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                          

Current Liabilities                                                                                   
  Accounts payable and accrued expenses                                                   $ 3,565,677 
  Convertible notes payable                                                                   844,455 
  Current portion of notes payable                                                            181,367 
  Current portion of capital leases payable                                                    53,585 
  Note payable - factor                                                                       209,995 
  Due to related parties                                                                      458,274 
  Payroll taxes payable                                                                           782 
  Due to officers                                                                             203,906 
  Due to others                                                                               136,885 
  Security deposits and escrowed funds                                                         36,582 
                                                                                          ----------- 
Total current liabilities                                                                   5,691,508 
                                                                                          ----------- 

Long term portion of capital leases payable                                                    58,878 
Long term portion of notes payable                                                             66,986 
Deferred rent                                                                                 354,837 
Secured debenture                                                                             120,452 
                                                                                          ----------- 
          Total Liabilities                                                                 6,292,661 
                                                                                          ----------- 

Commitments and contingencies                                                                         

Stockholders' Deficiency                                                                              
  Series III convertible preferred stock,  par value $1.00 - authorized                               
    500,000 shares, 165,000 shares issued and outstanding (liquidated value of $165,000)      165,000 
  Series IV convertible preferred stock,  par value $1.00 - authorized                                
    250,000 shares, 100,000 shares issued and outstanding (liquidation value $100,000)        125,000 
  Common stock, par value $.001 - authorized 750,000,000 shares,                                      
    296,941,898 shares issued and outstanding                                                 296,941 
  Additional paid in capital                                                                1,210,140 
  Accumulated deficit                                                                      (5,709,094)
                                                                                          ----------- 
          Total Stockholders' Deficiency                                                   (3,912,013)
                                                                                          ----------- 
Total Liabilities and Stockholders' Deficiency                                            $ 2,380,648 
                                                                                          =========== 

 See notes to consolidated financial statements.

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Cargo Connection Logistics Holding, Inc. And Subsidaries
f/k/a/ Championlyte Holdings, Inc.
 Consolidated Statements of Operations
 For the Six Months Ended June 30, 2005 and 2004
(UNAUDITED) 

                                                        · Enlarge/Download Table

                                                   Six Months Ended  Six Months Ended
                                                     June 30, 2005    June 30, 2004  
                                                     ------------     ------------   
                                                                                     
Operating revenue:                                                                   
  Direct revenue                                     $  6,758,987     $  8,305,607   
                                                     ------------     ------------   
      Total operating revenue                           6,758,987        8,305,607   
                                                     ------------     ------------   

  Direct operating expenses                             4,776,553        4,977,671   
                                                     ------------     ------------   

Gross profit                                            1,982,434        3,327,936   
                                                     ------------     ------------   

Indirect operating expenses:                                                         
  Selling                                                 173,521          121,832   
  General and administrative                            3,152,857        3,236,182   
                                                     ------------     ------------   
      Total indirect operating expenses                 3,326,378        3,358,014   
                                                     ------------     ------------   

Loss from continuing operation before other income                                   
 (expense)                                             (1,343,944)         (30,078)  
                                                     ------------     ------------   

Other income (expense)                                                               
  Interest income                                             171              200   
  Interest expense                                       (176,530)         (96,698)  
  Management fee                                               --            1,305   
  Rental income                                            82,200           28,430   
  Commission income                                            --            2,437   
  Gain on sale of asset                                        --           25,000   
  Financing Expenses                                     (361,562)              --   
  Other income (expenses)                                  (1,183)          18,647   
                                                     ------------     ------------   
      Total other income (expense)                       (456,904)         (20,679)  
                                                     ------------     ------------   

Net loss                                             $ (1,800,848)    $    (50,757)  
                                                     ============     ============   

Net loss per share                                   $      (0.02)    $      (0.00)  
                                                     ============     ============   

Weighted average number of common shares used                                        
  in the net loss per share calculation                88,722,649       19,824,491   
                                                     ============     ============   

 See notes to consolidated financial statements.

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 CARGO CONNECTION LOGISTICS HOLDING, INC. AND SUBSIDIARIES
 f/k/a Championlyte Holdings, Inc.
 CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED) 

                                                                · Download Table

                                         Three Months Ended   Three Months Ended 
                                             06/30/2005           06/30/2004     
                                         ------------------   ------------------ 
                                                                                 
Operating revenue:                                                               
  Direct revenue                                  3,376,227            4,209,707 
                                         ------------------   ------------------ 
      Total operating revenue                     3,376,227            4,209,707 
                                         ------------------   ------------------ 

Direct operating expenses                         2,561,660            2,591,639 

Gross profit                                        814,567            1,618,068 
                                         ------------------   ------------------ 

Indirect operating expenses:                                                     
  Selling                                            79,334               59,817 
  General and administrative                      1,683,192            1,690,007 
                                         ------------------   ------------------ 
      Total indirect operating expenses           1,762,526            1,749,824 
                                         ------------------   ------------------ 

Loss from continuing operation before                                            
  other income (expense)                           (947,959)            (131,756)
                                         ------------------   ------------------ 

Other income (expense)                                                           
  Interest income                                       151                  132 
  Interest expense                                  (86,780)             (41,639)
  Management fee                                         --                1,305 
  Rental income                                      42,850               18,980 
  Commission income                                      --                1,547 
  Gain on sale of asset                                  --               16,500 
  Other income                                      (25,564)              15,885 
                                         ------------------   ------------------ 
      Total other income (expense)                  (69,343)              12,710 
                                         ------------------   ------------------ 

Net loss                                         (1,017,302)            (119,046)
                                         ==================   ================== 

 See notes to consolidated financial statements.

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CARGO CONNECTION HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
FOR THE SIX MONTHS ENDED JUNE 30, 2005

                                                        · Enlarge/Download Table

                                                                                            Series III               Series IV      
                                                                                            Convertible             Convertible     
                                                                   Common Stock           Preferred Stock         Preferred Stock   
                                                             -----------------------    --------------------   -------------------- 
                                                               Shares        Amount      Shares      Amount     Shares      Amount  
                                                            -----------    ---------    -------    ---------   -------    --------- 
                                                                                                                                    
Balance December 31, 2004                                    44,421,899    $  44,422    165,000    $ 165,000   100,000    $ 100,000 

Conversions of convertible notes payable to common stock     11,236,661       11,236         --           --        --           -- 

Amortization of deferred compensation                                --           --         --           --        --           -- 

Amortization of unearned services                                    --           --         --           --        --           -- 

Beneficial conversion features of convertible notes payable          --           --         --           --        --           -- 

Issuance of options for services                                     --           --         --           --        --           -- 

Conversion of convertible notes payable to preferred stock           --           --         --           --    50,000       50,000 

Conversion of preferred stock to common stock                10,000,000       10,000         --           --   (25,000)     (25,000)

Recapitalization in connection with reverse acquisition of                                                                          
Championlyte Holdings, Inc.                                 239,599,127      239,599         --           --        --           -- 

Cancellation of shares issued to Cornell Capital             (8,315,789)      (8,316)        --           --        --           -- 

Issuance of warrants for financing                                   --           --         --           --        --           -- 

Net loss at June 30, 2005                                            --           --         --           --        --           -- 

                                                            -----------    ---------    -------    ---------   -------    --------- 
Balance June 30, 2005                                       296,941,898    $ 296,941    165,000    $ 165,000   125,000    $ 125,000 
                                                            ===========    =========    =======    =========   =======    ========= 



                                                             Additional                                 Deferred                    
                                                              Paid-in        Deferred     Unearned      Offering       Accumulated  
                                                              Capital      Compensation   Services       Costs           Deficit    
                                                            ------------    ---------    ---------    ----------       ----------   
                                                                                                                                    
Balance December 31, 2004                                   $ 17,410,588    $ (29,250)   $ (34,120)   $ (800,000)     (19,138,851)  

Conversions of convertible notes payable to common stock         319,764           --           --            --               --   

Amortization of deferred compensation                                 --       19,191           --            --               --   

Amortization of unearned services                                     --           --        5,250                                  

Beneficial conversion features of convertible notes payable    1,144,681           --           --            --               --   

Issuance of options for services                                   3,000       (3,000)          --            --               --   

Conversion of convertible notes payable to preferred stock            --           --           --            --               --   

Conversion of preferred stock to common stock                     15,000           --           --            --               --   

Recapitalization in connection with reverse acquisition of                                                                          
Championlyte Holdings, Inc.                                  (16,908,109)      13,059       28,870        10,000       15,230,605   

Cancellation of shares issued to Cornell Capital                (781,684)          --           --       790,000               --   

Issuance of warrants for financing                                 6,900           --           --            --               --   

Net loss at June 30, 2005                                             --           --           --            --       (1,800,848)  

                                                            ------------    ---------    ---------    ----------       ----------   
Balance June 30, 2005                                       $  1,210,140    $      --    $      --    $       --       (5,709,094)  
                                                            ============    =========    =========    ==========       ==========   



                                                                 Total                                                              
                                                             Stockholders'                                                          
                                                              Deficiency                                                            
                                                             ------------                                                           
                                                                                                                                    
Balance December 31, 2004                                    $ (2,282,211)                                                          

Conversions of convertible notes payable to common stock          331,000                                                           

Amortization of deferred compensation                              19,191                                                           

Amortization of unearned services                                   5,250                                                           

Beneficial conversion features of convertible notes payable     1,144,681                                                           

Issuance of options for services                                       --                                                           

Conversion of convertible notes payable to preferred stock         50,000                                                           

Conversion of preferred stock to common stock                          --                                                           
                                                                       --                                                           
Recapitalization in connection with reverse acquisition of                                                                          
Championlyte Holdings, Inc.                                    (1,385,976)                                                          

Cancellation of shares issued to Cornell Capital                       --                                                           

Issuance of warrants for financing                                  6,900                                                           

Net loss at June 30, 2005                                      (1,800,848)                                                          

                                                             ------------                                                           
Balance June 30, 2005                                        $ (3,912,013)                                                          
                                                             ============                                                           

 See notes to consolidated financial statements.

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 CARGO CONNECTION LOGISTICS HOLDING, INC. AND SUBSIDIARIES
 f/k/a Championlyte Holdings, Inc.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED) 

                                                        · Enlarge/Download Table

                                                               6/30/2005    6/30/2004 
                                                               ----------   --------- 
                                                                                      
Cash flows from operating activities:                                                 
  Net (loss) income                                            (1,800,848)  $ (50,757)
  Adjustments to reconcile net (loss) income to net                                   
    cash used in operating activities:                                                
      Financing cost related to beneficial conversion value       131,824          -- 
      Amortization of deferred financing cost                     120,452          -- 
      Depreciation and amortization                               122,526      78,750 
      Bad debt expense                                              1,537          -- 
      Deferred rent                                               260,522          -- 
  Changes in operating assets and liabilities:                                        
      Decrease in escrow held by factor                           260,747     274,751 
      Decrease (increase) in accounts receivable                  101,038     (40,012)
      (Increase) decrease in due from factor                     (109,358)    316,467 
      Decrease (increase) in prepaid expenses                     175,089     (66,035)
      Decrease (increase) in due from others                        5,526      (9,584)
      Increase in security deposits                               (88,881)         -- 
      Increase in other assets                                       (740)         -- 
      Decrease in accounts payable and accrued expenses          (249,516)   (318,491)
      Decrease in note payable - factor                          (218,539)         -- 
      Increase in due to others                                   136,885          -- 
      Increase in security deposits and escrowed funds              1,535       8,580 
      Increase in intercompany                                         --         855 
      Decrease in income taxes payable                                 --      (5,400)
                                                               ----------   --------- 

Net cash provided by (used in) operating activities            (1,150,201)    189,124 
                                                               ----------   --------- 

Cash flows from investing activities                                                  
  Payments for security deposits                                  164,414      93,461 
  Purchase of property and equipment                              (16,468)    (84,299)
  Proceeds from sale of property and equipment                     38,347          -- 
                                                               ----------   --------- 

Net cash provided by investing activities                         186,293       9,162 
                                                               ----------   --------- 

Cash flows from financing activities                                                  
  Proceeds from convertible notes payable                       1,016,452          -- 
  Redemption of convertible notes payable                        (257,006)         -- 
  Deferred financing fees paid from convertible note proceeds    (120,452)         -- 
  Escrow funds held related to convertible note payable           (14,276)         -- 
  Advances to (repayments from) officers                           18,267     (19,476)
  Advances to related parties                                     303,044      18,960 
  Advances from (repayments towards) related parties                7,000      (8,075)
  Advances from (repayments towards) officers                      26,643      (7,700)
  Principal payments on notes payable                             (63,456)   (144,767)
  Principal payments on capital leases payable                    (39,718)    (25,990)
                                                               ----------   --------- 

Net cash provided by (used in) financing activities               876,498    (187,048)
                                                               ----------   --------- 

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 CARGO CONNECTION LOGISTICS HOLDING, INC. AND SUBSIDIARIES
 f/k/a Championlyte Holdings, Inc.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(UNAUDITED) 

                                                        · Enlarge/Download Table
                                                                                        

Net increase (decrease) in cash                                   $  (87,410)  $  11,238

Cash, beginning of period                                         $   95,630   $ 232,717
                                                                  ----------   ---------

Cash, end of period                                               $    8,220   $ 243,955
                                                                  ==========   =========

Supplemental disclosure of cash flow information                                        
  Interest expense                                                $       --   $      --
                                                                  ==========   =========
  Income taxes                                                    $       --   $      --
                                                                  ==========   =========

Supplemental schedule of non-cash activities:                                           
  Conversion of convertible notes payable to common stock         $  246,000   $      --
                                                                  ==========   =========
  Conversion of loans officers and accrued expenses officer                             
    to convertible notes payable                                  $   86,790   $      --
                                                                  ==========   =========
  Deferred financing cost related to beneficial conversion value  $1,000,000   $      --
                                                                  ==========   =========
  Issuance of warrants related to deferred financing cost         $    6,900   $      --
                                                                  ==========   =========
  Conversion of convertible notes payable to preferred stock      $   50,000   $      --
                                                                  ==========   =========
  Conversion of preferred stock to common stock                   $   25,000   $      --
                                                                  ==========   =========

See notes to consolidated financial statements

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 CARGO CONNECTION LOGISTICS HOLDING, INC. AND SUBSIDIARIES
 f/k/a Championlyte Holdings, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
 (UNAUDITED)

NOTE 1 - ORGANIZATION, HISTORY AND NATURE OF BUSINESS                           

Effective May 23, 2005 the name Championlyte Holdings, Inc. was changed to Cargo
Connection Logistics Holding, Inc. (the "Company")to better reflect the new     
nature and focus of the entity and its operations. Cargo Connection Logistics   
Holding, Inc. and all of its subsidiaries are collectively referred to as the   
"Company".                                                                      

Cargo Connection Logistics Corp.                                                

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

Mid-Coast Management, Inc.                                                      

Mid-Coast Management, Inc. ("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 Illinois, New York and Ohio.                        

Underwing International, LLC                                                    

Underwing International, LLC ("Underwing") is owned by the major shareholders of
the Company. Its business purpose is to enter into leases for equipment and     
facilities that are then used in the operations of Cargo Connection and         
Mid-Coast. This entity was not consolidated as its impact in the consolidated   
financial statement would be immaterial.                                        

Reverse Acquisition                                                             

On May 12, 2005 (the "Effective Date"), pursuant to a Stock Purchase Agreement  
and Share Exchange (the "Agreement") between the 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  
70% of the then issued and outstanding shares of the Company's common stock. As 
additional consideration, the Company will issue shares of a new series of      
preferred stock, the amount to be determined, to Cargo Connection and Mid-Coast 
which, when converted into shares of the Company's common stock expected to be  
within 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. Pursuant to the Agreement, Cargo Connection and Mid-Coast 
became wholly owned subsidiaries of the Company.                                

The acquisition of Cargo Connection and Mid-Coast has been treated as a         
recapitalization and purchase by Cargo Connection and Mid-Coast as the acquirer 
(reverse acquisition) of the Company, as control rests with the former Cargo    
Connection and Mid-Coast shareholders, although prior to the acquisition, the   
Company had been the registrant. Therefore, the historical financial statements 
prior to May 12, 2005 are those of Cargo Connection and Mid-Coast. The          
transaction is considered a capital transaction whereby the Company contributed 
its stock for the net assets of Cargo Connection and Mid-Coast.                 

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NOTE 2 - BASIS OF PRESENTATION                                                  

The accompanying unaudited consolidated financial statements have been prepared 
in accordance with generally accepted accounting principles in the United States
of America for interim financial information, the instructions to Form 10-QSB   
and Items 303 and 310(B) of Regulation S-B. In the opinion of management, the   
unaudited financial statements have been prepared on the same basis as the      
annual financial statements and reflect all adjustments, which include only     
normal recurring adjustments, necessary to present fairly the financial position
as of June 30, 2005 and the results of the operations, changes in stockholders' 
deficiency and cash flows for the six months ended June 30, 2005. The results   
for the six months ended June 30, 2005, are not necessarily indicative of the   
results to be expected for any subsequent quarter or the entire fiscal year     
ending December 31, 2005.                                                       

Certain information and footnote disclosures normally included in financial     
statements are prepared in accordance with generally accepted accounting        
principles in the United States of America and have been condensed or omitted   
pursuant to the Securities and Exchange Commission's ("SEC") rules and          
regulations.                                                                    

These unaudited consolidated financial statements should be read in conjunction 
with the Company's audited financial statements and notes thereto for the year  
ended December 31, 2004 as included in the Company's report on Form 10-KSB filed
on April 22, 2005 and the Company's report on the Amended Form 8-K filed on July
27, 2005.                                                                       

Reverse merger accounting requires the Company to present in all financial      
statements and other public information filings, prior historical and other     
information of Cargo and Mid-Coast, and a retroactive restatement of cargo      
historical shareholders investment for the equivalent number of shares of common
stock received in the merger. Accordingly, the accompanying consolidated        
financial statements present the results of operations for the six months ended 
June 30, 2005 and 2004 which are based upon historical financial statements of  
Cargo and Mid-Coast. Subsequent to May 12, 2005, the operations reflect the     
combined operations of the former Company and Cargo and Mid-Coast.              

Certain amounts in the prior period financial statements have been reclassified 
to conform with the current period presentation.                                

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

a)    Principals of consolidation                                               

The consolidated financial statements include the accounts of the Company and   
all subsidiaries. All significant intercompany accounts and transactions have   
been eliminated in consolidation. Certain prior year amounts have been          
reclassified to conform to the current year's presentation.                     

b)    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.                                                                        

c)    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.                                                                 

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d)    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 depreciated over    
three years and leasehold improvements are amortized over the shorter of the    
life of the improvement for the length of the lease.                            

e)    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. Costs
related to such revenue are included in direct operating expenses.              

f)    Income taxes                                                              

The Company accounts for income taxes in accordance with the "liability method" 
of accounting for income taxes. Accordingly, deferred tax assets and liabilities
are determined based on the difference between the financial statement and tax  
bases of assets and liabilities, using enacted tax rates in effect for the year 
in which the differences are expected to reverse. Current income taxes are based
on the respective periods' taxable income for federal, state and city income tax
reporting purposes.                                                             

g)    Estimated liability for insurance claims                                  

The Companies maintain automobile, general, cargo, and workers' compensation    
claim liability insurance coverage 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.                                 

h)    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.  

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i)    Fair value disclosure                                                     

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.                

j)    Net loss per share                                                        

Basic earnings (loss) per share is computed as net income (loss) divided by the 
weighted average number of common shares outstanding for the period. Diluted    
earnings (loss) per share reflects the potential dilution that could occur from 
common stock issuable through stock based compensation including stock options, 
restrictive stock awards, warrants and other convertible securities.            

k)    Stock-based compensation                                                  

The Company adopted the fair value recognition provisions of Statement of       
Financial Accounting Standards No. 123, "Accounting for Stock-Based             
Compensation" (SFAS No. 123), prospectively for all awards granted, modified, or
settled during the year ended December 31, 2002. The prospective method is one  
of the adoption methods provided for under SFAS No. 148, "Accounting for        
Stock-Based Compensation - Transition and Disclosure" (SFAS No. 148) issued in  
December 2002. SFAS No. 123 requires that compensation cost for all stock awards
be calculated and recognized over the service period (generally equal to the    
vesting period). This compensation cost is determined using option pricing      
models intended to estimate the fair value of the awards at the grant date.     
Similar to Accounting Principles Board Opinion No. 25, "Accounting for Stock    
Issued to Employees" (APB No. 25), the alternative method of accounting, under  
SFAS No. 123, an offsetting increase to stockholders' equity is recorded equal  
to the amount of compensation expense charged. Earnings per share dilution is   
recognized as well.                                                             

NOTE 4 - GOING CONCERN                                                          

The Company incurred a net loss in the year ended December 31, 2004, and through
June 30, 2005 and has had working capital deficiency in prior years. The Company
has devoted substantially all of its efforts to increasing revenues, achieving  
profitability, and obtaining long-term financing and raising equity.            

The Company's consolidated financial statements have been prepared on the       
assumption that the Company 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 Company's 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 Company     
would be materially and adversely affected and there would be substantial doubt 
about the Company's ability to continue as a going concern. The consolidated    
financial statements do not include any adjustments relating to the             
recoverability and realization of assets and classifications of liabilities     
necessary if the Company becomes unable to continue as a going concern.         

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These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include adjustments relating to
the recoverability and realization of assets and classification of liabilities  
that might be necessary should the Company be unable to continue in operation.  
Management is seeking to raise additional capital and to renegotiate certain    
liabilities in order to alleviate the working capital deficiency.               

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS                                       

The FASB issued Staff Position FIN46(R)-5, Implicit Variable Interests Under    
FASB Interpretation No. 46 (revised December 2003), in March 2005. It addresses 
whether a reporting enterprise should consider whether it holds an implicit     
variable interest in a variable interest entity ("VIE") or potential VIE when   
specific conditions exist. In 2005, the Company has adopted this pronouncement. 

The FASB issued Staff Position FIN 47, Accounting for Conditional Asset         
Retirement Obligations, and an interpretation of FASB Statement No. 143, in     
March 2005. The Interpretation is effective no later than the end of fiscal     
years ending after December 15, 2005. The statement clarifies the term          
"conditional asset retirement obligation" as used in FASB 143. The Company      
believes that it is already in compliance with the statement and does not expect
any impact on financial position or results of operations when adopted.         

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 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. There are no options which need to be revalued before  
adoption of this standard. 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. 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.         

The FASB issued Statement of Financial Accounting Standards No. 154, Accounting 
Changes and Error Corrections -- a replacement of APB Opinion No. 20 and FASB   
Statement No. 3 ("SFAS 154"). SFAS 154 is effective, and will be adopted, for   
accounting changes made in fiscal years beginning after December 15, 2005 and is
to be applied retrospectively. SFAS 154 requires that retroactive application of
a change in accounting principle be limited to the direct effects of the change.
Adoption is not expected to have a material effect on the Company's financial   
position or results of operations.                                              

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.                                                       

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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 6 - FACTORING FACILITIES                                                   

Cargo Connection has an agreement with a factor which provides 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 Connection       
provides thirty (30) days cancellation notice. The agreement provides that the  
factor will purchase up to 90% of eligible accounts receivable of Cargo         
Connection 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 Connection, under recourse provisions, must buy 
back the invoice from the factor. Cargo Connection must submit a minimum of     
$1,500,000 of eligible invoices in any calendar quarter. At June 30, 2005,      
$353,405 is due from the factor which represents the reserve against submitted  
invoices. The escrow being held by the factor totaling $99,406 represents funds 
available to assist Cargo Connection in funding payments to carriers. At June   
30, 2005, the total amount advanced by the factor was $1,237,154, which         
represents the financing of accounts receivables purchased.                     

Promissory Note                                                                 

In addition, with the bankruptcy filing of one of Cargo Connection's customers, 
a Promissory Note was entered into for the repayment of the advances given to   
Cargo Connection for eligible invoices for that customer. This note was entered 
into on December 3, 2004 in the amount of $523,412 with 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. The note balance as of June 30, 2005 was $209,995. Cargo      
Connection expects that through its collection process that this obligation will
be fully paid in 2005.                                                          

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NOTE 7 - CONVERTIBLE NOTES PAYABLE                                              

Convertible notes at June 30, 2005, consist of promissory notes to four         
entities. Some of the owners of the entities are also shareholders of the       
Company. A note exists with Advantage Fund, LLC ("Advantage") which was         
originated in January 2003. Advantage, is the holder of a Series A Convertible  
Note from the Company which has been amended at various times from January 7,   
2003 to March 2004. In August 2004, Advantage sold a total of $400,000 worth of 
such convertible note to Cornell Capital Partners, LLP ("Cornell"). The Note    
bears interest at a rate of 6.5% per annum and is convertible into shares of the
Company's common stock with a conversion price per share equal to the lesser of 
the average of the lowest of three day trading prices during the five trading   
days immediately prior to the conversion date multiplied by .70 or, the average 
of the lowest of three day trading prices during the five trading dates         
immediately prior to the funding dates. On May 12, 2005 as part of the proceeds 
from the financing arrangement with Highgate House, LLC ("Highgate"), the       
Company elected to redeem $257,006 of the notes at a rate of 125% of the        
principal balance of the note. The additional redemption costs, less interest,  
has been recorded as a financing expense. The convertible notes matured in      
December 2004 and as of June 30, 2005 are in default. The Company has not been  
notified of any actions related to this default from Advantage or Cornell.      

During the six months ended June 30, 2005, Advantage funded the Company and the 
note increased by $60,000. During the six months ended June 30, 2005, Cornell   
elected to convert $26,000 of its promissory notes into 1,532,431 shares of the 
Company's common stock.                                                         

The Company has promissory notes with two unrelated third parties ("Alpha and   
Gamma"), representing the $225,000 assigned to them. The notes matured on       
December 31, 2004 and bear interest at a rate of 6.5% per annum. The notes are  
convertible into shares of the Company's common stock at a conversion price     
equal to the lesser of (1) the average of the lowest of the three day trading   
price during the five trading days immediately prior to the conversion date,    
multiplied by .80%, or (2) the average of the lowest of three day trading prices
during the five trading days immediately prior to the funding date. During the  
six months ended June 30, 2005, Gamma converted $25,000 of its note into 747,004
shares of the Company's common stock and Alpha converted $50,000 of its note    
into 3,125,000 shares of the Company's common stock. As of June 30, 2005 the    
promissory notes are in default. The Company has not been notified of any action
related to this default by either Alpha or Gamma.                               

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Pursuant to the terms of the notes, the Company entered into a Security         
Agreement with a collateral agent, on behalf of Advantage, Cornell, Alpha and   
Gamma, the holders' granting the collateral agent a security interest in the    
Company's inventory, equipment and fixtures.                                    

In June 2004, the Company received $50,000 from Triple Crown Consulting, Inc.   
("Triple Crown"), and entered into a $50,000 Series B 6.5% Convertible          
Promissory Note. The note provides the holder with the right at any time to     
convert into common stock of the Company as follows: The Conversion Price per   
share shall be equal to the lesser of (1) the average of the lowest of three-day
trading prices during the five trading days immediately prior to the Conversion 
Date multiplied by .70, or (2) the average of the lowest of three-day trading   
prices during the five trading days immediately prior to the funding date(s). In
May, 2005, Triple Crown elected to convert this promissory note into Series IV  
preferred stock.                                                                

In April, 2005, the Company entered into a Convertible Promissory Note for      
repayment of funds due to a former Company officer that were advanced to the    
Company in the amount of $86,790. The note has a 3-year term with an interest   
rate of 8%. The Company has an option on the three year anniversary of the      
debenture to pay the debenture in full or convert into the Company's shares of  
common stock.                                                                   

A note with Latitude, a related party for $135,000, was settled in January 31,  
2005, through the issuance of 5,500,000 shares of the Company's common stock.   

In summary, the following are represented on the consolidated balance sheet.    

Advantage Funds                    $     530,002        
Cornell Capital                           75,163        
Alpha and Gamma                          152,500        
David Goldberg                            86,790        
                           -------------
Total:                       $     844,455  
                           =============

NOTE 8 - OBLIGATIONS UNDER CAPITAL LEASES                                       

The Company leases machinery, equipment and software under various              
non-cancelable capital leases with a capitalized cost of $714,431, less         
accumulated amortization of $520,635 as of June 30, 2005. The obligations       
require monthly payments, including interest totaling $7,619. Interest rates    
ranging from 12% to 16.1% and mature through September 30, 2008. Certain        
obligations are guaranteed by certain executive officers of the Company.        

As of June 30, 2005, the aggregate future minimum remaining lease payments under
these leases are as follows:                                                    

Twelve Months                                           
Ending June 30,                                         
---------------                                         
       2006                                                   $ 61,228
       2007                                                     40,926
       2008                                                     22,894
       2009                                                      4,948
                                                              --------
       Total                                                   129,996
       Less: amount representing interest                       17,533
                                                              --------

       Net present value of capital lease obligations          112,463
       Current portion                                          53,585
                                                              --------

       Long-term portion                                      $ 58,878
                                                              ========

NOTE 9 - NOTES PAYABLE                                                          

Two obligations with a vendor originally totaling $157,773 relating to the      
purchase of trailers were fully paid in April, 2005.                            

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In May, 2003, Cargo Connection 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 Connection and is collateralized by         
substantially all the assets of Cargo Connection.                               

In September, 2003, Cargo Connection entered into a note payable for $204,372   
which is secured by six tractors. The note bears interest at rate of8% 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 June 
30, 2005, the balance due is $58,154. The note is secured by the personal       
guarantees of the officers of Cargo Connection.                                 

An obligation due to a vendor totaling $108,256 relating to services provided   
was fully paid in February, 2005.                                               

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 June 30,
2005, the balance on the line of credit was $100,000 and bears interest at a    
rate of prime plus 2-1/2% (8.5% at June 30, 2005). 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 June 30, 2005 future minimum remaining principal payments on the above notes 
are as follows:                                                                 

Twelve Months                                           
Ending June 30,                                         
---------------                                         
2006                   $  181,367           
2007                       30,145           
2008                       36,841           
                    --
            ----------
            $  248,353
            ==========

NOTE 10 - SECURED CONVERTIBLE DEBENTURE                                         

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 with a maturity date of November 3, 2006. The debenture is         
convertible after maturity into common shares of the Company at a conversion    
price of $0.01 per share. The Company simultaneously issued to the Investor a   
three year 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. The debenture is 
secured by all the assets of the Company. There are penalty provisions for the  
Company should the filing not become effective within 120 days of funding. To   
date, the registration statement has not been filed. We will begin incurring    
penalties on September 9, 2005 if the registration statement is not filed by    
that date. The debenture is secured by all of the assets of the Company.        

NOTE 11 - DISCOUNT ON DEBT                                                      

The Company has allocated the proceeds from a convertible debt instrument       
($1,000,000) between the underlying debt instrument and has recorded a discount 
on the debt instrument totaling $1,000,000 due to a beneficial conversion       
feature as a deferred charge. This deferred charge is being amortized to        
financing expense over the life of the related debt instrument which is         
approximately 1.5 years until November 2006.                                    

NOTE 12 - ACCRUED EXPENSES                                                      

Accrued expenses consist of the following:                                      

Salaries                     $  219,713                 
Interest                        123,521                 
Royalties                        31,875                 
Other                           213,102                 
            ----------
            $  588,211
            ==========

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NOTE 13 - 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 June 30, 2005 are as follows:      

                                    Office and                     Equipment
                                   Warehouse Space                  and Trucks
                                    -------------                  -------------
            2005                    $     491,118                  $      11,416
            2006                          979,128                         22,182
            2007                          970,341                         22,182
            2008                          910,266                         11,422
2009                          566,622                   
Thereafter                     71,763                   
                                    -------------                  -------------
                                    $   3,989,238                  $      67,202

Rent expense charged to operations for office and warehouse space for the six   
months ended June 30, 2005 and 2004 amounted to $910,697 and $809,001,          
respectively. See note 15 for rent expense paid to related entities. Rent       
expense charged to operations for trucks and equipment for the years ended June 
30, 2005 and 2004 amounted to $284,900 and $321,534, respectively.              

Litigation                                                                      

Various vendors and consultants have filed actions against the Company. The     
unsettled claims aggregate approximately $250,744. The Company has included     
approximately $250,744 in accounts payable at June 30, 2005 as a contingency    
related to these unsettled claims, actions and judgments based on the Company's 
and Counsel's assessment. During the six months ended June 30, 2005, the Company
made cash payments of approximately $4,470 in settlement of certain actions.    

During 2001, a suit was filed against the Company alleging that its trademark   
corporate name, ChampionLyte(R), violated the plaintiff's trademark. A          
settlement agreement was entered into April 1, 2003 between the Company and the 
plaintiff.                                                                      

At June 2005 the estimated settlement was accrued to be $31,875.                

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In addition to the aforementioned, the Company is party to various legal        
proceedings generally incidental to its business as is the case with other      
companies in the same industry. 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 consolidated financial statements of the Companies.                      

Significant Customers                                                           

For the six months ended June 30, 2005 and 2004, Cargo Connection had one       
customer and two customers, which comprised 26% and 36% of operating revenue,   
respectively.                                                                   

Issuance of Stock for Services                                                  

The Company retained a financial advisory firm as a business consultant to      
assist in a variety of areas relating to financial, strategic and related       
development growth of the Company requiring monthly payments of $10,000. Upon   
termination, the Company remains liable for payments in the twenty four         
subsequent months.                                                              

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NOTE 14 - STOCKHOLDER'S DEFICIENCY                                              

In April 2005, the Company issued 10,000,000 common shares relative to a        
conversion of its series IV Preferred Stock in the amount of 25,000 shares.     

In May 2004, the Company issued 200,000 shares of its common stock valued at    
$42,000 in accordance with an agreement with a Director who resigned on March   
31, 2005.                                                                       

Issuance of Stock Related to Capital                                            

On August 9, 2004, the Company entered into a Standby Equity Distribution       
Agreement with Cornell. Pursuant to the Standby Equity Distribution Agreement,  
the Company may, at its discretion, periodically issue and sell shares of our   
common stock for a total purchase price of $15 million. If the Company requests 
advances under the Standby Equity Distribution Agreement, Cornell will purchase 
shares of common stock of the Company for 98% of the lowest volume weighted     
average price on the Over-the-Counter Bulletin Board or other principal market  
on which the Company common stock is traded for the 5 days immediately following
the advance notice date. Cornell will retain 5% of each advance under the       
Standby Equity Distribution Agreement. The Company may not request advances in  
excess of a total of $15 million. The maximum of each advance is equal to       
$400,000. In connection with the Standby Equity Distribution Agreement, the     
Company issued 8,315,789 shares of its common stock valued at $790,000 to       
Cornell as a commitment fee and we issued 105,263 shares of our common stock    
valued at $10,000 to Newbridge Securities as a placement agent fee. Such amounts
have been recorded as deferred offering costs on the consolidated balance sheet 
at December 31, 2004. In April 2005, the Company and Cornell agreed to terminate
this agreement and all related shares of common stock are to be returned to the 
Company. In May 2005 the 8,315,789 shares of common stock issued to Cornell were
returned and cancelled. The Company has requested but, has not received the     
105,263 shares of common stock issued to Newbridge Securities.                  

Conversion of Notes Payable                                                     

In January 2005, the Company issued 747,044 of common stock to Gamma for the    
conversion of $25,000 of its promissory notes as requested in December 2004. The
conversion has been recorded in January 2005.                                   

In January 2005, Cornell, holders of convertible promissory notes, had $10,000  
of its promissory notes converted into 332,226 shares of the Company's common   
stock.                                                                          

In January 2005, Latitude, holders of convertible promissory notes, had $135,000
promissory notes converted into 5,500,000 shares of the Company's common stock. 

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In May 2005, Cornell, holders of convertible promissory notes, had $15,000 of   
its promissory notes converted into 707,225 shares of the Company's common      
stock.                                                                          

In May 2005, Cornell, holders of convertible promissory notes, had $11,000 of   
its promissory notes converted into 825,206 shares of the Company's common      
stock.                                                                          

In June 2005, Alpha, holders of convertible promissory notes, had $50,000 of    
its promissory notes converted into 3,125,000 shares of the Company's common    
stock.                                                                          

NOTE 15 - RELATED PARTY TRANSACTIONS                                            

The companies are due amounts from officers and related entities, which are not 
included in these consolidated financial statements and 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.                                         

The Companies owe amounts to related entities not included in these consolidated
financial statements which are controlled by the Companies' stockholders. These 
amounts are non-interest bearing and do not bear formal repayment terms.        

The Companies rent warehouse space and equipment from related entities. For the 
six months ended June 30, 2005 and 2004, rent expense charged to operations     
related to these rentals totaled approximately $486,000 and $202,000            
respectively. The leases contain various options for extending and terminate in 
February, 2014.                                                                 

Grant of Stock Options                                                          

During the quarter ended March 31, 2005, the then President of Championlyte was 
granted options pursuant to the June 2003 two year employment agreement to      
purchase 100,000 shares of the Company's common stock, which are exercisable at 
$0.03 per share. The employment agreement entitled the President, as long as he 
was employed with Champion, to purchase 100,000 shares of the Company's common  
stock for each 90-day period through the term of the employment agreement. All  
options would have a term of two years. The options are exercisable at a price  
equal to 100% of the closing price of the stock as of the grant date. The       
options become fully exercisable on the date of grant. During the six months    
ended June 30, 2005 the fair value of the options using the Black-Scholes Option
Pricing Model was $3,000 and was being amortized to compensation expense over   
the term of the employment agreement. Upon the resignation of the President,    
which occurred concurrently with the reverse acquisition, any unamortized       
compensation was expensed.                                                      

Employment Agreements - Terminated upon Reverse Acquisition                     

In April 2003, the Company's Board of Directors had passed a resolution to      
compensate its directors and certain officer's 150,000 shares of common stock on
a quarterly basis. In February 2004, this had been amended to 175,000 shares of 
the Company's common stock to reflect the addition of a new member to the       
Company's Board of Directors. The Board of Directors had also included the then 
President of the Company. The Board of Directors resigned on May 12, 2005 in    
concurrence with the reverse acquisition.                                       

In June 2003, Champion had entered into a formal employment agreement with the  
then President of Champion. The agreement was for a term of two years. The base 
salary for the executive was $3,500 per month, paid in the Company's common     
stock in the first year, and $4,000 per month payable in the Company's common   
stock in the second year. The employee was also entitled to commissions based on
sales made as a direct result of the employee's efforts in amounts equal to 1%  
of gross sales payable on a quarterly basis.                                    

NOTE 17 - SUBSEQUENT EVENTS                                                     

On July 1, 2005, pursuant to an Employee Stock Option Plan, we registered       
50,000,000 shares of our common stock on Form S-8 for a maximum offering price  
of $0.02, based upon the average of the last price per share of our common stock
on June 29, 2005 a date within five (5) days prior to the date of filing of this
registration statement, as reported by the OTC Electronic Bulletin Board. On    
July 8, 2005, we issued 27,534,183 of these S-8 shares to sixteen individuals   
for services rendered.                                                          

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On July 18, 2005, we issued 25,000,000 shares of our common stock to Triple     
Crown Consulting, Inc. and its assignees based on the conversion of 12,500      
shares of Series IV Convertible Preferred stock for payment of penalties and    
interest.                                                                       

On July 25, 2005, we issued 2,083,333 shares of our common stock to Montgomery  
Equity Partners, Inc. based on the conversion of $10,000 of a convertible       
promissory note. The issuance was valued at $10,000 or $.0048 per share.        

On August 1, 2005, we issued 42,000,000 shares of our common stock to Triple    
Crown Consulting, Inc. and its assignees based on the conversion of 12,500      
shares of Series IV Convertible Preferred stock.                                

On August 4, 2005 we issued 18,578,083 shares of our common stock to Alpha      
Capital AG based on the conversion of $75,000 of a convertible promissory note  
including interest. The issuance was valued at $75,000 or $.004037 per share.   

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On August 4, 2005, we issued 25,000,000 shares of our common stock to Triple    
Crown Consulting, Inc. and its assignees based on the conversion of 12,500      
shares of Series IV Convertible Preferred stock including interest.             

On August 4, 2005, we issued 7,783,084 shares of our common stock to Alpha      
Capital AG based on the conversion of $30,000 of a convertible promissory note. 
The issuance was valued at $30,000 or $.003855 per share.                       

On August 4, 2005, we issued 399,799 shares of our common stock to Montgomery   
Equity Partners, Inc. based on the conversion of $2,065.54 of a convertible     
promissory note. The issuance was valued at $2,065.54 or $.005167 per share.    

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ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS               

GENERAL                                                                         

As of May 12, 2005, Cargo Connection Logistics Holding, Inc. (f/k/a Championlyte
Holdings, Inc.) is a public entity operating in the transportation and logistics
industry as a third party logistics provider of transportation and management   
services, through its subsidiaries, Cargo Connection Logistics Corp. and        
Mid-Coast Management, Inc., to its target client base, ranging from mid-sized to
Fortune 100(TM) companies. This is accomplished through its network of terminals
and transportation services.                                                    

Cargo Connection Logistics Corp. performs truckload and less-than-truckload     
(LTL) transportation utilizing company equipment, dedicated owner operators and 
approved contract carriers. A core competency is specializing in time-definite  
transportation and offers to its customers expedited, dedicated and exclusive   
use vehicles. Exclusive use services require pinpoint and time sensitive        
coordination for those customers. Revenues for these services account for       
approximately 20% of the total transportation.                                  

Mid-Coast Management operates U.S. Customs Bonded warehouse facilities and      
container freight station operations. The services provided are specifically    
designed to enhance and to support the customer's supply chain logistics needs  
through operational excellence and value-added services. This is accomplished   
through innovative solutions taking into account the specific diversified       
markets of our customers.                                                       

Both companies are dedicated to providing our customers with premium services   
that can be customized to meet their individual needs and are also flexible     
enough to cope with an ever-changing business environment.                      

Although our gross revenues are down as well as our net income for the first six
months, ended June 30, 2005, management believes that the second half of the    
year will be much better. Historically Cargo Connection's yearly revenue was    
recognized on a proportional basis of 40% of revenue earned in the first seven  
months and 60% of revenue earned during the latter five months of the year.     
Although there is no assurance that the company will achieve the same results as
predicted from past history, management has implemented its business plan to    
assure that the Company moves in a forward direction to continue in these       
business segments.                                                              

RESULTS OF OPERATIONS                                                           

Revenues from operations for the six months ended June 30, 2005 were $6,758,987 
compared with $8,293,240 for the six months ended June 30, 2004. The decrease in
revenue was specifically due to the change in our Container Freight Station     
operations run under the Mid-Coast Management division.                         

In specific, if we look at each operation independently, revenues generated from
the operations of our Cargo Connection Logistics Corp. division for the six     
months ended June 30, 2005 were $5,772,945 compared with $5,649,002 for the six 
months ended June 30, 2004 for the trucking operation. This is an increase of   
$123,943 in gross revenue over the same time period. This two percent (2%)      
increase in transportation revenue was due to (a) an increase in core service   
offering and client acceptance of those offerings, (b) expansion of the         
Atlanta-Miami (southern route) to include Charlotte, Raleigh-Durham and         
Greensboro service areas, and (c) various expansion into related business lines 
and contract based freight relationships. While two percent (2%) is low, the    
company has managed to replace business generated from two key customers in 2004
with other business customers in 2005.                                          

Conversely, revenues generated from the operations in our Mid-Coast Management, 
Inc. division for the six months ended June 30, 2005 were $986,042 compared with
$2,644,238 for the six months ended June 30, 2004 for the Container Freight     
Operations. This reflects a decrease in gross revenue of $1,658,196 or sixty two
percent (62%) over the same time period for the previous year. The reason for   
the decrease is due to a change in business relationship with a major customer. 
Under its prior relationship, Mid-Coast was restricted in obtaining new         
customers in certain markets whereas a result of this change caused a loss of   
revenues. Mid-Coast presently approved to look for new customers in those       
markets. Due to seasonality Mid-Coast expects to regain a portion of the lost   
revenues.                                                                       

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In comparing the operations for the second quarter (three months ended June 30, 
2005) to the first quarter of 2005 (three months ended March 31, 2005) we show  
total revenue of $3,376,227 versus $3,382,759 for those quarters. Transportation
revenue, which was stable during both quarters, had higher costs associated to  
it in the second quarter. These higher costs were in the areas of fuel and      
purchased transportation.                                                       

Selling, general and administrative expenses decreased to $3,326,378 for the six
months ended June 30, 2005 from $3,358,014 for the six months ended June 30,    
2004. The $31,639 or a .9% decrease in selling, general and administrative      
expenses and is primarily the result of decreased consulting and professional   
fees and of a reduction in payroll expenses, especially in our Mid-Coast        
division.                                                                       

The net result of these efforts was an increase in loss from operations before  
other income (expense) of $1,343,944 for the six months ended June 30, 2005 from
a loss of $30,078 for the six months ended June 30, 2004.                       

Interest and financing expense amounted to $176,530 for the six months ended    
June 30, 2005 versus $96,698 for the six months ended June 30, 2004. This       
$79,832 increase is primarily due to an increase in debt for payback of funds   
advanced through our factor for a customer which were determined uncollectible  
by the factor upon the customer's bankruptcy filing in December of 2004.        

The net effect is a net loss for the six months ended June 30, 2005 of          
$1,800,348 compared to a net loss of $50,757 for the six months ended June 30,  
2004. The increase in the net loss of $1,750,091 is mostly due to an increase in
administrative costs of $374,090 an increase of approximately 400,000.00 in     
financing expenses, and direct operating expenses of $254,646 on Cargo          
Connection associated with a decrease in revenue generated in the Mid-Coast     
operation due to the change in business.                                        

LIQUIDITY AND CAPITAL RESOURCES                                                 

GOING CONCERN                                                                   

The Company incurred a net loss in the year ended December 31, 2004, and through
June 30, 2005 and has had working capital deficiency in prior years. The Company
has devoted substantially all of its efforts to increasing revenues, achieving  
profitability, and obtaining long-term financing and raising equity.            

The Company's consolidated financial statements have been prepared on the       
assumption that the Company 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 Company's 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 Company     
would be materially and adversely affected and there would be substantial doubt 
about the Company's ability to continue as a going concern. The consolidated    
financial statements do not include any adjustments relating to the             
recoverability and realization of assets and classifications of liabilities     
necessary if the Company becomes unable to continue as a going concern.         

These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not include adjustments relating to
the recoverability and realization of assets and classification of liabilities  
that might be necessary should the Company be unable to continue in operation.  
Management is seeking to raise additional capital and to renegotiate certain    
liabilities in order to alleviate the working capital deficiency.               

Our available cash at June 30, 2005 was $8,220. In addition there is an         
additional $99,406 in escrowed funds being held by Cargo Connection's factor    
used to assist in the payment of transportation costs.                          

Convertible notes at June 30, 2005, consist of promissory notes to an investment
fund, Advantage Fund I, LLC, and four investment companies Alpha Capital AG,    
Gamma Opportunity Capital Partners, L.P., Cornell Capital Partners, LLP and     
Highgate House, LLC. Some of the owners of the investment fund are also         
shareholders of the Company.                                                    

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FUTURE OUTLOOK                                                                  

The Company has taken many steps recently to improve upon shareholder value. All
the actions and steps taken are in the pursuit of accomplishing this goal. In   
recent months the Company has gone through changes, from its focus on industries
(was on Beverage, now on Transportation and Logistics), change in Management    
(previous Officers and Directors have resigned and are replaced with new        
Officers and Directors) as well as a Corporate name change (from Championlyte   
Holdings, Inc. to its current Cargo Connection Logistics Holding, Inc.) that    
have all been done for the future. We believe that the Companies core focus     
should be on the Transportation and Logistics industry and those businesses and 
needs that it complements. The first entry into this industry was though the    
acquisition on Cargo Connection Logistics Corp. and Mid-Coast Management, Inc.  
These companies give the Company a solid base in becoming a partner of the      
logistics community. Cargo Connection is capable of being the Domestic          
transportation partner for those International companies who require assistance 
throughout the United States. Mid-Coast has the facilities to assist companies  
with their freight by either holding the freight in their bonded facilities or  
possibly sorting freight for client while the goods are clearing customs in     
their Customs approved Container Freight Stations. The Company will be looking  
at other areas to become involved in that complement the needs of the industry, 
either by adding additional services, helping to form entities that have        
specific attributes or through acquisitions. These additional enhancements will 
require additional financing for us and there can be no assurances that we will 
obtain any of the additional financing needed to accomplish our plans. If we are
unable to secure additional financing to complete our restructuring and         
implement our plans, we will have to rethink our timeframes to accomplish the   
business model we are setting out.                                              

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CRITICAL ACCOUNTING POLICIES                                                    

We have identified the policies outlined below as critical to our business      
operations and an understanding of our results of operations. The list is not   
intended to be a comprehensive list of all of our accounting policies. In many  
cases, the accounting treatment of a particular transaction is specifically     
dictated by accounting principles generally accepted in the United States, with 
no need for management's judgment in their application. The impact and any      
associated risks related to these policies on our business operations is        
discussed throughout Management's Discussion and Analysis or Plan of Operations 
where such policies affect our reported and expected financial results. For a   
detailed discussion on the application of these and other accounting policies,  
see the Notes to the Financial Statements. Note that our preparation of the     
financial statements requires us to make estimates and assumptions that affect  
the reported amount of assets, liabilities, revenues and expenses, and related  
disclosure of contingent assets and liabilities. Certain of the estimates and   
assumptions required to be made relate to matters that are inherently uncertain 
as they pertain to future events. While management believes that the estimates  
and assumptions used were the most appropriate, actual results could differ     
significantly from those estimates under different assumptions and conditions.  

The following is a description of those accounting policies believed by         
management to require subjective and complex judgments which could potentially  
affect reported results.                                                        

REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE                                     

Cargo recognizes all revenues based upon delivery of the goods at their final   
destination. Mid-Coast recognizes revenue upon the completion of services. Costs
related to such revenue are included in direct operating expenses.              

Accounts receivable are recorded at the outstanding amounts net of the allowance
for doubtful accounts. Estimates are used in determining our allowance for      
doubtful accounts based on historical collections experience, current economic  
trends and a percentage of our accounts receivable by aging category. In        
determining these percentages, we look at historical write-offs of our          
receivables. We also look at the credit quality of our customer base as well as 
changes in our credit policies. We continuously monitor collections and payments
from our customers. While credit losses have historically been within           
expectations and the provisions established, we cannot guarantee that we will   
continue to experience the same credit loss rates that we have in the past. Our 
net income is directly affected by management's estimate of the collectibility  
of accounts receivable.                                                         

LONG-LIVED ASSETS                                                               

On a periodic basis, management assesses whether there are any indicators that  
the value of its long-lived assets may be impaired. An asset's value is         
considered impaired only if management's estimate of current and projected      
operating cash flows (undiscounted and without interest charges) of the asset   
over its remaining useful life is less than the net carrying value of the asset.

Such cash flow projections consider factors such as expected future operating   
income, trends and prospects, as well as the effects of demand, competition and 
other factors. To the extent impairment has occurred, the carrying amount of the
asset would be written down to an amount to reflect the fair value of the asset.

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We are required to make subjective assessments as to whether there are          
impairments in the value of our long-lived assets and other investments. Our net
income is directly affected by management's estimate of impairments. In         
determining impairment, if any, we have adopted SFAS No. 144.                   

ITEM 3. CONTROLS AND PROCEDURES                                                 

(a)   Evaluation of disclosure controls and procedures.                         

Our Chief Executive Officer and Chief Financial Officer (collectively the       
"Certifying Officers") maintain a system of disclosure controls and procedures  
that are designed to provide reasonable assurances that information, which is   
required to be disclosed, is accumulated and communicated to management, timely.
The Certifying Officers have concluded that the disclosure controls and         
procedures are effective at the "reasonable assurance" level. Under the         
supervision of and with the participation of management, as of June 30, 2005 the
Certifying Officers evaluated the effectiveness of the design and operation of  
our disclosure controls and procedures (as defined in Rule [13a-15(e)/15d-15(e)]
under the Exchange Act). Furthermore, the Certifying Officers concluded that our
disclosure controls and procedures in place were designed to ensure that        
information required to be disclosed by us, including our consolidated          
subsidiaries, in reports that we file or submit under the Exchange Act is (i)   
recorded, processed, summarized and reported on a timely basis in accordance    
with applicable Commission rules and regulations; and (ii) accumulated and      
communicated to our management, including our Certifying Officers and other     
persons that perform similar functions, if any, to allow us to make timely      
decisions regarding required disclosure in our periodic filings.                

(b)   Changes in internal controls.                                             

Our Certifying Officers have indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such     
controls during the quarter ending June 30, 2005 and there were no such control 
actions taken during the quarterly period ending June 30, 2005.                 

PART II - OTHER INFORMATION                                                     

Item 1. Legal Proceedings.                                                      

The company is party to a number of legal actions, which are not material to    
operations. We will state the actions that have occurred with regard to         
ChampionLyte(R) as they have been ongoing and will need to be finalized in the  
near future.                                                                    

Sara Lee Global Finance LLC v. Championlyte Products, Inc., et. al. In November 
2001, Sara Lee Global Finance, LLC ("Sara Lee") commenced an action in United   
States District Court for the Middle District of North Carolina (Civil Action   
No. 1:01CV01053) against us seeking to enjoin us from infringing Sara Lee's     
"Champion" trademark used by Sara Lee's Champion Athleticwear division.         
Simultaneously, Sara Lee commenced a proceeding in the U.S. Patent & Trademark  
Office to cancel our trademark registration for the mark ChampionLyte(R). Sara  
Lee claimed that our use of the ChampionLyte(R) trademark for our dietary       
refresher drink infringed Sara Lee's Champion trademark used for various        
sporting goods and clothing. On April 1, 2003, the parties to this case signed a
settlement agreement. In addition to the above- referenced case being dismissed,
the case before the United States Patent and Trademark Office was cancelled -   
TTAB Cancellation No. 92032691. The settlement agreement provides that we will  
assign the ChampionLyte(R) trademark to Sara Lee and Sara Lee will grant us an  
exclusive license of the Championlyte trademark for sugar-free sports drinks    
only in the United States, Canada and Mexico. The terms of the license agreement
are for an initial term of five (5) years and two renewal terms of (5) years    
each, subject to us meeting all minimum sales and royalty requirements. If we   
meet all requirements after the first 3 five year terms, the parties agree to   
negotiate in good faith for two additional five year terms. Minimum calendar    
year sales are as follows: 2003 (measured from 4/1/03 to 3/31/04) - $500,000;   
2004 - $750,000; 2005 - $1,000,000; 2006 - $1,250,000; 2007 - $1,500,000; there 
will be renewal for the second 5 years if sales in years 2005-2007 average at   
least $1,500,000; 2008 - 2,000,000; 2009: $2,500,000; 2010 - $3,000,000; 2011 - 
$3,500,000; 2012 - 4,000,000; there will be renewal for the third 5 years if    
sales in years 2010-2012 average at least $5,000,000; 2013 - $5,000,000, 2014 - 
$6,000,000; 2015 - $7,000,000; 2016 - $8,000,000; and 2017 - $9,000,000. The    
failure to meet the minimum sales requirements in any year will result in       
termination of the licenses agreement. The failure to meet average stated       
results will result in non-renewal. The royalties for the license agreement are 
as follows: 3% on all sales until sales reach $10,000,000 annually; 5% on all   
sales after sales reach $10,000,000; and 6% on all sales after sales reach      
$15,000,000 annually.                                                           

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On July 1, 2003, we received a letter from the attorney for Diabetes Research   
Institute Foundation, Inc. providing formal notice of termination of a license  
agreement. We entered into a settlement agreement with Diabetes Research in     
2004.                                                                           

Atico International USA, Inc. ("Atico") claims that we owe it a total of        
approximately at least $160,873 pursuant to an agreement dated February 27,     
2002. We believe that we may have counterclaims that are capable of assertion   
against Atico which may operate as a set off to the claims of Atico. Although   
litigation has been threatened by Atico, the Company and Atico have been engaged
in good faith settlement negotiations since on or about September 2003. Due to  
the uncertainty, risks, and costs associated with a possible contentious        
litigation proceeding, we are currently attempting to amicably resolve this     
dispute with Atico. No definitive settlement agreement has been reached with    
Atico at this time.                                                             

On October 16, 2003, Wainwright, Inc. ("Wainwright") obtained a Final Judgment  
for $24,000 against us in Wainwright, Inc. v. Championlyte Products, Inc.       
f/k/a Meridian USA Holdings, Inc., Case No. CA 03-01995 AD (Fla. Cir. Ct., Palm 
Beach County). We have paid such Final Judgment in full.                        

On July 27, 2005, the Company was served with a Summons brought on behalf of    
Beverage House, Inc. in the amount of $71,247 plus default interest, costs and  
attorney's fees. As the Company has only recently received this Summons, it is  
investigating its validity, and intends to respond in a timely manner.          

Item 2. Changes in Securities.                                                  

On April 29, 2005, we issued 10,000,000 shares of our common stock to Triple    
Crown Consulting, Inc. and its assignees based on the conversion of 25,000      
shares of Series IV Convertible Preferred stock.                                

On May 18, 2005, we issued a total of 107,580,930 shares of our common stock to 
four individuals, Jesse Dobrinsky, Scott Goodman, John Udell, and Jay           
Finkelstein, based on the Stock Purchase Agreement and Share Exchange dated May 
12, 2005 between the Company and Cargo Connection Logistics Corp. and Mid-Coast 
Management, Inc.                                                                

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On May 18, 2005, we issued 707,225 shares of our common stock to Montgomery     
Equity Partners, Inc. based on the conversion of $15,000 of a convertible       
promissory note. The issuance was valued at $15,000 or $.0212 per share.        

On May 31, 2005, we issued 825,206 shares of our common stock to Montgomery     
Equity Partners, Inc. based on the conversion of $11,000 of a convertible       
promissory note. The issuance was valued at $11,000 or $.01333 per share.       

On June 14, 2005, we issued an additional 132,018,204 shares of our common stock
to four individuals, Jesse Dobrinsky, Scott Goodman, John Udell, and Jay        
Finkelstein, based on the Stock Purchase Agreement and Share Exchange dated May 
12, 2005 between the Company and Cargo Connection Logistics Corp. and Mid-Coast 
Management, Inc.                                                                

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On June 23, 2005, we issued 3,125,000 shares of our common stock to Alpha       
Capital AG based on the conversion of $50,000 of a convertible promissory note. 
The issuance was valued at $50,000 or $.016 per share.                          

All of the above issued shares were issued in reliance on the exemption from    
registration provided by Section 4(2) of the Securities Act of 1933. No         
commissions were paid for the issuance of such shares. All of the above         
issuances of shares of our common stock qualified for exemption under Section   
4(2) of the Securities Act of 1933 since the issuance of such shares by us did  
not involve a public offering. All shareholders were sophisticated investors and
had access to information normally provided in a prospectus regarding us. The   
offering was not a "public offering" as defined in Section 4(2) due to the      
insubstantial number of persons involved in the deal, size of the offering,     
manner of the offering and number of shares offered. We did not undertake an    
offering in which we sold a high number of shares to a high number of investors.
In addition, all shareholders had the necessary investment intent as required by
Section 4(2) since he agreed to and received a share certificate bearing a      
legend stating that such shares are restricted pursuant to Rule 144 of the 1933 
Securities Act. These restrictions ensure 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 the above transaction.                                              

SUBSEQUENT EVENTS                                                               

On July 18, 2005, we issued 25,000,000 shares of our common stock to Triple     
Crown Consulting, Inc. and its assignees based on the conversion of 12,500      
shares of Series IV Convertible Preferred stock.                                

On July 25, 2005, we issued 2,083,333 shares of our common stock to Montgomery  
Equity Partners, Inc. based on the conversion of $10,000 of a convertible       
promissory note. The issuance was valued at $10,000 or $.0048 per share.        

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On August 1, 2005, we issued 42,000,000 shares of our common stock to Triple    
Crown Consulting, Inc. and its assignees based on the conversion of 12,500      
shares of Series IV Convertible Preferred stock.                                

On August 4, 2005 we issued 18,578,083 shares of our common stock to Alpha      
Capital AG based on the conversion of $75,000 of a convertible promissory note. 
The issuance was valued at $75,000 or $.004037 per share.                       

On August 4, 2005, we issued 25,000,000 shares of our common stock to Triple    
Crown Consulting, Inc. and its assignees based on the conversion of 12,500      
shares of Series IV Convertible Preferred stock.                                

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On August 4, 2005, we issued 7,783,084 shares of our common stock to Alpha      
Capital AG based on the conversion of $30,000 of a convertible promissory note. 
The issuance was valued at $30,000 or $.003855 per share.                       

On August 4, 2005, we issued 399,799 shares of our common stock to Montgomery   
Equity Partners, Inc. based on the conversion of $2,065.54 of a convertible     
promissory note. The issuance was valued at $2,065.54 or $.005167 per share.    

All of the above issued shares were issued in reliance on the exemption from    
registration provided by Section 4(2) of the Securities Act of 1933. No         
commissions were paid for the issuance of such shares. All of the above         
issuances of shares of our common stock qualified for exemption under Section   
4(2) of the Securities Act of 1933 since the issuance of such shares by us did  
not involve a public offering. All of the shareholders were sophisticated       
investors and had access to information normally provided in a prospectus       
regarding us. The offering was not a "public offering" as defined in Section    
4(2) due to the insubstantial number of persons involved in the deal, size of   
the offering, manner of the offering and number of shares offered. We did not   
undertake an offering in which we sold a high number of shares to a high number 
of investors. In addition, all shareholders had the necessary investment intent 
as required by Section 4(2) since he agreed to and received a share certificate 
bearing a legend stating that such shares are restricted pursuant to Rule 144 of
the 1933 Securities Act. These restrictions ensure 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 the above transaction.                                              

Item 3. Defaults Upon Senior Securities.                                        
Not Applicable                                          

Item 4. Submission of Matters to a Vote of Security Holders.                    
None                                                    

Item 5. Other Information.                                                      
None                                                    

Item 6. Exhibits and Reports of Form 8-K.                                       

On April 8, 2005, we filed a Form 8-K for a change in accountant.   

      On May 18, 2005, we filed a Form 8-K when we entered into a Stock Purchase
      Agreement and Share Exchange with Cargo Connection Logistics Holding, Inc.
and Mid-Coast Management, Inc.                                      

On June 22, 2005, we filed a Form 8-K for a change in accountant.   

    On July 25, 2005, we filed an Amended Form 8-K to the June 22, 2005 Form
8-K change in accountant.                                           

    On July 28, 2005, we filed an Amended Form 8-K for the May 18, 2005 Form
      8-K filed pursuant to the Stock Purchase Agreement and Share Exchange with
   Cargo Connection Logistics Holding, Inc. and Mid-Coast Management, Inc.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange  
Act of 1934, the Registrant has duly caused this report to be signed in its     
behalf by the undersigned, thereunto duly authorized, on August 19, 2005.       

CARGO CONNECTION LOGISTICS HOLDING, INC.                                        
kri                                                                             
Date:  August 19, 2005                                                          

By: /s/ Scott Goodman                                                           
----------------------------                                                    
Scott Goodman                                                                   
Chief Financial Officer and                                                     
Chief Operating Officer

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10QSB Filing	Date	First	Last	Other Filings

	12/28/94	8
	2/20/96	8
	2/27/02	28
	12/31/02	11		10KSB/A, 10KSB
	1/7/03	14		3, 8-K
	4/1/03	17	27
	7/1/03	28
	10/16/03	28
	6/30/04	3	24	10QSB/A, 10QSB
	8/9/04	19
	12/3/04	13
	12/31/04	5	24	NT 10-K, 10KSB/A, 5, 10KSB
	1/31/05	15
	3/31/05	19	24	NT 10-Q, 10QSB, NT 10-K
	4/8/05	32		8-K
	4/14/05	12
	4/22/05	9		10KSB
	4/29/05	28
	5/12/05	8	29	8-K, 8-K/A
	5/18/05	28	32	8-K
	5/23/05	8
	5/31/05	29
	6/14/05	29		3, SC 13D
	6/15/05	12
	6/22/05	32		8-K
	6/23/05	30
	6/29/05	20
For The Period Ended	6/30/05	1	27	NT 10-Q
	7/1/05	20		S-8
	7/8/05	20
	7/18/05	21	30
	7/25/05	21	32	8-K/A
	7/27/05	9	28	8-K/A
	7/28/05	32
	8/1/05	21	31
	8/4/05	21	32
	8/19/05	1	32
Filed On / Filed As Of	8/22/05
	9/9/05	16
	12/15/05	12
	12/31/05	9
	1/1/06	12
	6/30/06	13
	11/3/06	16
	12/15/06	16
	9/30/08	15

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Cargo Connection Logistics Holding/Inc · 10QSB · For 6/30/05

Filed On 8/22/05 5:24pm ET · SEC File 0-28223 · Accession Number 1144204-5-26683

Quarterly Report -- Small Business · Form 10-QSBFiling Table of Contents

10QSB · Quarterly Report -- Small BusinessDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Quarterly Report -- Small Business · Form 10-QSB
Filing Table of Contents

10QSB · Quarterly Report -- Small Business
Document Table of Contents