As filed with the Securities and Exchange Commission on
                                January 20, 2004
                              Registration No. 333-
                                   -----------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           CHAMPIONLYTE HOLDINGS, INC.
               (Exact name of issuer as specified in its charter)

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


  3450 Park Central Boulevard North, Pompano Beach, Florida        33064
  (Address of Principal Executive Offices)                      (Zip Code)

                                   Consulting
                           Shares Issued For Services
                            (Full title of the Plan)

                            David Goldberg, President
                           Championlyte Holdings, Inc.
                        3450 Park Central Boulevard North
                          Pompano Beach, Florida 33064
                     (Name and address of agent for service)

                                   copies to:
                              Anslow & Jaclin, LLP
                             4400 Route 9, 2nd Floor
                               Freehold, NJ 07728
                                 (732) 409-1212

Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.

<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                           Proposed          Proposed
  Title of                                 maximum           maximum
  securities           Amount              Offering          aggregate     Amount of
  to be                to be               price per         offering      registration
  registered           registered(5)(6)    share(1)(4)       price         fee (1)
  ----------           ----------------    -----------       ----------   -------------
<S>                        <C>               <C>             <C>            <C>
Common Stock,              250,000           $.19            $   47,500     $   4.37
  $.0001 par value
Common Stock,              400,000           $.25 (2)        $  100,000     $   9.20
  $.0001 par value
 Common Stock,             400,000           $.30 (3)        $  120,000     $  11.04
  $.0001 par value
Total                    1,050,000                           $  267,500     $  24.61
</Table>

(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our common stock on January 21, 2004 a date within
five (5) days prior to the date of filing of this registration statement, as
reported by the OTC Electronic Bulletin Board.

(2) Represents shares of our common stock underlying warrants issued at an
exercise price of $.25 per share.

(3) Represents shares of our common stock underlying warrants issued at an
exercise price of $.30 per share.

(4) Estimated solely for the purpose of calculating the registration fee.

(5) Represents the maximum number of shares that may be issued under the
Consulting Agreement which is being filed as a part of this registration
statement.

(6) This registration statement shall also cover any additional shares of our
common stock which become issuable pursuant to this registration statement by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.

Documents Incorporated by Reference         X Yes            No

<Page>

                                     PART II

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration
statement and made a part hereof:

(a)   Our quarterly reports on Form 10-QSB filed as follows: March 31, 2003-May
15, 2003 and amendment filed October 3, 2003; June 30, 2003-August 19, 2003 and
amendment filed October 3, 2003; September 30, 2003 - November 17, 2003 and
amendment filed December 12, 2003.

(b)   Our annual report on Form 10-KSB for the year ended December 31, 2002
filed March 31, 2003 and amendment filed October 3, 2003 pursuant to Section
15(d) of the Exchange Act of 1934, as amended or the 1934 Act.

(c)   All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after
today's date and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

None

Item 6. Indemnification of Directors and Officers.

Our Certificate of Incorporation and By-laws provide that we shall indemnify to
the fullest extent permitted by Florida law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Florida law, of personal liability of
our directors and our stockholders for monetary damages for breach of fiduciary
duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such

<Page>

indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number Description

5.1   Consent and Opinion of Anslow & Jaclin, LLP.

10.1  Consulting Agreement between Vintage Filings, LLC and Championlyte
Holdings, Inc.

23.1  Consent of Radin Glass & Co., LLP


Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (a)   To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933.

      (b)   To reflect in the prospectus any facts or events arising after the
            effective date of the registration statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the registration statement; and

      (c)   To include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement
            or any material change to such information in the registration
            statement.

            Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
            the registration statement is on Form S-3 or Form S-8 and the
            information required to be included in a post-effective amendment by
            this paragraphs is contained in periodic reports filed by us
            pursuant to Section 13 or Section 15(d) of the 1934 Act that are
            incorporated by reference in the registration statement.

(2)   That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3)   To remove from registration by means of a post- effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4)   That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such


<Page>

securities at that time shall be deemed to be the initial bona fide offering
thereof.

(5)   To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(6)   To deliver or cause to be delivered with the prospectus to each employee
to whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.

(7)   To transmit or cause to be transmitted to all employees participating in
the plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.

<Page>

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we certify that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, there unto duly authorized, in the City of
Pompano Beach, State of Florida, on January 20, 2004.

                           CHAMPIONLYTE HOLDINGS, INC.

                           By: /s/ DAVID GOLDBERG
                               ----------------------------
                               DAVID GOLDBERG
                               President and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                                            Date

By: /s/ DAVID GOLDBERG                                January 20, 2004
----------------------------
DAVID GOLDBERG
President and Chairman of the
Board of Directors


By:/s/ THAD KAPLAN                                    January 20, 2004
----------------------------
THAD KAPLAN
Director

By:/s/ STEVEN FIELD                                   January 20, 2004
----------------------------
STEVEN FIELD
Director

By:                                                   January __, 2004
----------------------------
MARSHALL KANNER
Director
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{"company-data": {"conformed-name": "CHAMPIONLYTE HOLDINGS INC", "cik": "0001093819", "assigned-sic": "2060", "irs-number": "650510294", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112117", "film-number": "04538215"}, "business-address": {"street1": "2999 NE 191 ST", "street2": "PENTHOUSE #2", "city": "NORTH MIAMI BEACH", "state": "FL", "zip": "33180", "phone": "5614176800"}, "mail-address": {"street1": "2999 NE 191 ST", "street2": "PENTHOUSE #2", "city": "NORTH MIAMI BEACH", "state": "FL", "zip": "33180"}, "former-company": [{"former-conformed-name": "CHAMPIONLYTE PRODUCTS INC", "date-changed": "20011003"}, {"former-conformed-name": "MERIDIAN USA HOLDINGS INC", "date-changed": "20000106"}, {"former-conformed-name": "MERIDIAN HOLDINGS INC /FL", "date-changed": "19990825"}]}
As filed with the Securities and Exchange Commission on
                                January 20, 2004
                              Registration No. 333-
                                   -----------

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                           CHAMPIONLYTE HOLDINGS, INC.
               (Exact name of issuer as specified in its charter)

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

  3450 Park Central Boulevard North, Pompano Beach, Florida        33064
  (Address of Principal Executive Offices)                      (Zip Code)

                                   Consulting
                           Shares Issued For Services
                            (Full title of the Plan)

                            David Goldberg, President
                           Championlyte Holdings, Inc.
                        3450 Park Central Boulevard North
                          Pompano Beach, Florida 33064
                     (Name and address of agent for service)

                                   copies to:
                              Anslow & Jaclin, LLP
                             4400 Route 9, 2nd Floor
                               Freehold, NJ 07728
                                 (732) 409-1212

Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
  Title of                                 maximum           maximum
  securities           Amount              Offering          aggregate     Amount of
  to be                to be               price per         offering      registration
  registered           registered(5)(6)    share(1)(4)       price         fee (1)
  ----------           ----------------    -----------       ----------   -------------
Common Stock,              250,000           $.19            $   47,500     $   4.37
  $.0001 par value
Common Stock,              400,000           $.25 (2)        $  100,000     $   9.20
  $.0001 par value
 Common Stock,             400,000           $.30 (3)        $  120,000     $  11.04
  $.0001 par value
Total                    1,050,000                           $  267,500     $  24.61
(1) The fee with respect to these shares has been calculated pursuant to Rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our common stock on January 21, 2004 a date within
five (5) days prior to the date of filing of this registration statement, as
reported by the OTC Electronic Bulletin Board.

(2) Represents shares of our common stock underlying warrants issued at an
exercise price of $.25 per share.

(3) Represents shares of our common stock underlying warrants issued at an
exercise price of $.30 per share.

(4) Estimated solely for the purpose of calculating the registration fee.

(5) Represents the maximum number of shares that may be issued under the
Consulting Agreement which is being filed as a part of this registration
statement.

(6) This registration statement shall also cover any additional shares of our
common stock which become issuable pursuant to this registration statement by
reason of any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of our outstanding shares of common stock.

Documents Incorporated by Reference         X Yes            No
PART II

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration
statement and made a part hereof:

(a)   Our quarterly reports on Form 10-QSB filed as follows: March 31, 2003-May
15, 2003 and amendment filed October 3, 2003; June 30, 2003-August 19, 2003 and
amendment filed October 3, 2003; September 30, 2003 - November 17, 2003 and
amendment filed December 12, 2003.

(b)   Our annual report on Form 10-KSB for the year ended December 31, 2002
filed March 31, 2003 and amendment filed October 3, 2003 pursuant to Section
15(d) of the Exchange Act of 1934, as amended or the 1934 Act.

(c)   All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after
today's date and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in this registration
statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interest of Named Experts and Counsel.

None

Item 6. Indemnification of Directors and Officers.

Our Certificate of Incorporation and By-laws provide that we shall indemnify to
the fullest extent permitted by Florida law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Florida law, of personal liability of
our directors and our stockholders for monetary damages for breach of fiduciary
duty as directors.

Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such
indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

Item 7. Exemption From Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Number Description

5.1   Consent and Opinion of Anslow & Jaclin, LLP.

10.1  Consulting Agreement between Vintage Filings, LLC and Championlyte
Holdings, Inc.

23.1  Consent of Radin Glass & Co., LLP

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (a)   To include any prospectus required by Section 10(a)(3) of the
            Securities Act of 1933.

      (b)   To reflect in the prospectus any facts or events arising after the
            effective date of the registration statement (or the most recent
            post-effective amendment thereof) which, individually or in the
            aggregate, represent a fundamental change in the information set
            forth in the registration statement; and

      (c)   To include any material information with respect to the plan of
            distribution not previously disclosed in the registration statement
            or any material change to such information in the registration
            statement.

            Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if
            the registration statement is on Form S-3 or Form S-8 and the
            information required to be included in a post-effective amendment by
            this paragraphs is contained in periodic reports filed by us
            pursuant to Section 13 or Section 15(d) of the 1934 Act that are
            incorporated by reference in the registration statement.

(2)   That, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3)   To remove from registration by means of a post- effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4)   That, for purposes of determining any liability under the 1933 Act, each
filing of our annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(5)   To deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Regulation S-B is not set forth in the prospectus, to deliver, or
cause to be delivered, to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

(6)   To deliver or cause to be delivered with the prospectus to each employee
to whom the prospectus is sent or given, a copy of our annual report to
stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If our last fiscal year has ended
within 120 days prior to the use of the prospectus, our annual report for the
preceding fiscal year may be delivered, but within such 120-day period the
annual report for the last fiscal year will be furnished to each employee.

(7)   To transmit or cause to be transmitted to all employees participating in
the plans who do not otherwise receive such material as our stockholders, at the
time and in the manner such material is sent to its stockholders, copies of all
reports, proxy statements and other communications distributed to its
stockholders generally.
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, we certify that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this registration statement to be signed
on its behalf by the undersigned, there unto duly authorized, in the City of
Pompano Beach, State of Florida, on January 20, 2004.

                           CHAMPIONLYTE HOLDINGS, INC.

                           By: /s/ DAVID GOLDBERG
                               ----------------------------
                               DAVID GOLDBERG
                               President and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signatures                                            Date

By: /s/ DAVID GOLDBERG                                January 20, 2004
----------------------------
DAVID GOLDBERG
President and Chairman of the
Board of Directors

By:/s/ THAD KAPLAN                                    January 20, 2004
----------------------------
THAD KAPLAN
Director

By:/s/ STEVEN FIELD                                   January 20, 2004
----------------------------
STEVEN FIELD
Director

By:                                                   January __, 2004
----------------------------
MARSHALL KANNER
Director