UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549



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FORM 10-QSB



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(Mark One)



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

For the quarter ended June 30, 2001

OR

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

FOR THE TRANSITION PERIOD FROM ___________ TO _____________

Commission file number 333-18967

PACIFIC SYSTEMS CONTROL TECHNOLOGY, INC.

|**Delaware**                                                         | **94-3261987**                         
|-------------------------------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation or
      Organization) | (I.R.S. Employer Identification Number)

22320 Foothill Boulevard, Suite 260Hayward, California   94541

(510) 728-0200

American Champion Entertainment, Inc.

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X]
    No [   ]



Applicable only to issuers involved in bankruptcy proceedings during the past five years:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]



Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date.

Number of shares of common stock, par value $0.0001, outstanding as of August 14, 2001 is 27,462,871.



Transitional Small Business Disclosure Format (check one):    Yes
[     ]    No     [X]






PACIFIC SYSTEMS CONTROL TECHNOLOGY, INC.FORM 10-QSB

FOR June 30, 2001

TABLE OF CONTENTS



|           |                                                                                                              | 
|---------- | ------------------------------------------------------------------------------------------------------------ | 
|Item 1.    | Financial Statements                                                                                         | 
|           | Consolidated Balance Sheet as of June 30, 2001 and December 31, 2000                                         | 
|           | Consolidated Statements of Operations for the three and six month periods ended
      June 30, 2001 and 2000 | 
|           | Consolidated Statements of Cash Flows for the three and six month periods ended
      June 30, 2001          | 
|           | Notes to Consolidated Financial Statements                                                                   | 
|Item 2.    | Management's Discussion and Analysis of Financial Condition and Results
      of Operations                  | 
|           |                                                                                                              | 
|Part II.   | Other Information                                                                                            | 
|Item 1.    | Legal Proceedings                                                                                            | 
|Item 4.    | Submission of Matters to a Vote of Security Holders                                                          | 
|Item 6.    | Reports on Form 8-K                                                                                          | 
|           |                                                                                                              | 
|Signatures |                                                                                                              | 





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PART I



Item 1. Financial Information - (unaudited)



PACIFIC SYSTEMS CONTROL TECHNOLOGY, INC. CONSOLIDATED BALANCE SHEETS

`June 30, 2001   December 31, 2000
                                              -------------   -----------------
                                               (unaudited)       (audited)
ASSETS
  Cash....................................... $     3,801     $     5,309
  Accounts receivable........................     416,340         187,726
  Loans receivable, related parties..........      91,179          91,179
  Prepaid expenses...........................         448          15,667
  Property and equipment, net................     190,777         226,547
  Investments................................     524,414         487,647
  Film costs, net............................   3,644,518       3,950,000
  Note receivable............................      81,244          81,244
  Inventory..................................      15,413             -
                                              -------------   ------------
    Total Assets............................. $ 4,968,134     $ 5,045,319
                                              =============   ============

LIABILITIES
  Accounts payable and accrued expenses...... $   475,301     $   630,790
  Notes payable, related parties.............     130,107          36,000
  Other......................................         -             3,746
  Securities to be issued....................         -         2,228,391
  Notes payable..............................     161,949       1,606,043
                                              -------------   ------------
    Total Liabilities........................     767,357       4,504,970
                                              -------------   ------------

STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 per share,
     6,000,000 shares authorized,
     none issued or outstanding..............                         -
  Common stock, $.0001 par value;
     40,000,000 shares authorized............       2,760             941
  Additional paid-in capital.................  28,581,501      24,464,507
  Accumulated deficit........................ (24,383,484)    (23,925,099)
                                              -------------   ------------
    Total Stockholders' Equity...............   4,200,777         540,349
                                              -------------   ------------
                                              $ 4,968,134     $ 5,045,319
                                              =============   ============`

See accompanying notes.



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PACIFIC SYSTEMS CONTROL TECHNOLOGY, INC. CONSOLIDATED STATEMENT OF OPERATIONS

`Three Months Ended       Six Months Ended
                                                    ------------------------  ------------------------
                                                      June 30,     June 30,     June 30,     June 30,
                                                        2001         2000         2001         2000
                                                    -----------  -----------  -----------  -----------
                                                    (unaudited)  (unaudited)  (unaudited)  (unaudited)
REVENUE
  Film income and sponsorship fees..................$       -    $  480,340   $       -    $  482,318
  Licensing income..................................    150,000                   300,000
  Tuition and related fees (discontinued operation).        -         8,415           -        50,601
  Interest income...................................        -         3,100           -         9,678
  Other.............................................      1,500          40         2,682         145
                                                    -----------  -----------  -----------  -----------
    Total revenue...................................    151,500     491,895       302,682     542,742
                                                    -----------  -----------  -----------  -----------
COSTS AND EXPENSES
  Cost of sales-Film income.........................        -           842           325       1,617
  Film cost amortization and reserve................    150,000      31,057       300,000      31,057
  Salaries and payroll taxes........................     17,888     261,438       130,761     561,911
  Rent..............................................     26,105      33,900        55,210      62,807
  Selling...........................................      3,500     126,301        16,595     211,178
  General and administrative........................    140,389   1,535,895       256,166   4,396,858
                                                    -----------  -----------  -----------  -----------
    Total costs and expenses........................    337,882   1,989,433       759,057   5,265,428
                                                    -----------  -----------  -----------  -----------

OPERATING INCOME (LOSS)                                (186,382) (1,497,538)     (456,375) (4,722,686)
                                                    -----------  -----------  -----------  -----------

OTHER INCOME (EXPENSES)
  Interest expense..................................       (800)    (11,681)       (2,011)    (33,295)
  Interest - Beneficial conversation feature
    of debentures                                           -      (107,429)          -      (372,393)
  Interest - Debenture conversion expense...........        -       (65,683)          -       (83,817)
                                                    -----------  -----------  -----------  -----------
    Total other expenses............................       (800)   (184,793)       (2,011)   (489,505)
                                                    -----------  -----------  -----------  -----------

LOSS FROM OPERATIONS BEFORE
  PROVISION FOR INCOME TAXES........................   (187,182) (1,682,331)     (458,386) (5,212,191)

PROVISION FOR INCOME TAXES..........................        -           -             -           -
                                                    -----------  -----------  -----------  -----------
NET LOSS............................................   (187,182) (1,682,331)     (458,386) (5,212,191)
                                                    ===========  ===========  ===========  ===========

ACCUMULATED DEFICIT.................................(24,383,484)(15,118,631)  (24,383,484)(15,118,631)

WEIGHTED AVERAGE NUMBER OF SHARES................... 26,836,113   6,555,737    26,836,113   6,555,737

NET LOSS PER SHARE..................................     ($0.01)     ($0.26)       ($0.02)     ($0.80)`

The accompanying notes are an integral part of these financial statements.

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PACIFIC SYSTEMS CONTROL TECHNOLOGY, INC.CONSOLIDATED STATEMENT OF CASH FLOWS

`Three Months     Six Months
                                                          Ended           Ended
                                                       -------------   -------------
                                                       June 30, 2001   June 30, 2001
                                                       -------------   -------------
                                                        (unaudited)     (unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss............................................ $   (187,182)   $   (458,386)
  Adjustments to reconcile net loss to net cash
    used for operating activities
      Securities issued for services..................       19,980          19,980
      Depreciation and amortization...................       17,451          38,895
      Amortization of film costs......................      150,000         300,000
  (Increase) decrease in
      Accounts receivable.............................     (146,973)       (228,614)
       Prepaid expenses and other.....................        4,757          15,219
      Inventory.......................................          (29)        (15,411)
  Increase (decrease) in
    Accounts payable and accrued expenses.............       17,443         (81,756)
                                                        ------------   -------------
      Net cash used for operating activities..........     (124,553)       (410,073)
                                                        ------------   -------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment..................          -            (3,125)
  Payments for film costs.............................          -             5,482
  Increase in other investments.......................       (6,767)        (36,767)
                                                        ------------   -------------
         Net cash used for investing activities.......       (6,767)        (34,410)
                                                        ------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from exercise of common stock options......          -           300,000
  Proceeds from issuance of common stock..............       22,000          22,000
  Proceeds on loans from related parties..............       76,107          94,107
  Proceeds on notes payable...........................       30,000          30,000
  Payments on notes payable...........................         (631)         (3,132)
                                                        ------------   -------------
      Net cash provided by financing activities.......      127,476         442,975
                                                        ------------   -------------
NET DECREASE IN CASH..................................       (3,844)         (1,508)

CASH, beginning of period.............................        7,645           5,309
                                                        ------------   -------------
CASH, end of period...................................  $     3,801    $      3,801
                                                        ============   =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for
    Interest..........................................  $       800    $      2,011
                                                        ============   =============

    Foreign and state income taxes....................  $       -      $        -
                                                        ============   =============
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES

    Long-term debt converted to equity................  $       -      $  2,000,000
                                                        ============   =============
    Common stock issued related to services...........  $    19,980    $     19,980
                                                        ============   =============
    Common stock and warrants issued related
      to redemption of debentures.....................  $       -      $  2,078,391
                                                        ============   =============`

The accompanying notes are an integral part of these financial statements.

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Note 1 - Nature of Operations and Summary of Significant Accounting Policies

Basis of Presentation and Consolidation - The consolidated financial statements include the
accounts of Pacific Systems Control Technology, Inc. (the "Company") and its wholly owned subsidiary, America's
Best Karate ("ABK"), which owns 100% of American Champion Media, Inc. ("AC Media"), and American Champion Marketing
("AC Marketing"), which is a wholly owned subsidiary of AC Media. There was no activity in AC Marketing during 2001.
All significant intercompany accounts and transactions have been eliminated in consolidation.

Nature of Operations - AC Media focuses on operating and managing all media-related programs for
the Company. These programs consist of production of educational television programs for children, which emphasize
martial arts values and fun. ABK was involved in the operations of the Company's karate studios, which have been
discontinued.

Acquisition - In September 2000, the Company entered into an agreement to acquire an 80% interest
of Beijing Wisdom Net Technology, Co., Ltd. ("BA Networks"), located in Beijing, People's Republic of China. BA Network
is in the business of computer and communication network deployment, apartment and office building security automation
deployment and related consulting services. The total purchase price paid to BA Networks, including 800,000 shares of
the Company's common stock was $450,000. As of June 30, 2001, BA Networks had not commenced the necessary procedures to
change the legal status of BA Networks to a foreign invested enterprise or applied for the necessary PRC governmental
approvals for the transfer of ownership. On October 28, 2000, BA Networks signed a letter of intent with the Company to
set up a Co-operative Joint Venture ("CJV") in China into which all BA Network's assets will be transferred. The CJV
will be owned 80% by the Company and 20% by BA Networks. The establishment the CJV was approved by the Beijing Municipal
Government on December 1, 2000 and the business license was granted on December 20, 2000. Since the Company does not have
control of BA Networks until the transfer of assets occurs, the investment in BA Networks is being accounted for as a
deposit under the cost method of accounting as of June 30, 2001 at the original purchase price of $450,000. Upon
completion of the transfer of assets the acquisition will be accounted for under the purchase method of accounting.
The operations of BA Networks are conducted exclusively in the People's Republic of China ("PRC"). It is at least
reasonably possible that the activities of BA Networks, which are conducted in the People's Republic of China, may be
disrupted in the near term from factors outside the control of the Company such as from negative effects of economic and
political forces.

Revenue Recognition - Revenue from films is recognized on delivery of each master. Film costs are
amortized using the individual-film-forecast-computation method, which amortizes costs in the ratio that current gross
revenues bear to anticipated total gross revenues from all sources. The management of AC Media periodically reviews its
estimates of future revenues for each master and if necessary a revision is made to amortization rates and a write down
to net realizable value may occur. During the year ended December 31, 2000, management determined that based on the
current licensing agreements in place with respect to films released, a reserve of $3,697,224 should be established.

Concentrations of Risk - Financial instruments which potentially subject the Company to concentrations
of credit risk are cash and accounts receivable arising from its normal business activities. The Company places its cash
with financial institutions deemed by management to be of high credit quality. The amount on deposit in any one
institution that exceeds federally insured limits is subject to credit risk.

Cash and Cash Equivalents - The Company considers certain highly liquid instruments purchased with
original maturities of three months or less to be cash equivalents.

Property and Equipment - Property and equipment is stated at cost. Depreciation for furniture and
fixtures and certain equipment is computed using the straight-line method over an estimated useful life of five years.
Leasehold improvements are amortized using the straight-line method over the term of the respective leases.

Film Costs - Film costs consist of the capitalized costs related to the production of original film
masters for videos and television programs. The net film costs are presented on the balance sheet at the net realizable
value for each master. During 2000 the Company established a reserve against the capitalized film costs to reduce the
carrying amount to the estimated net realizable value.

Other Assets - Other assets for 1999 consists of a deposit for the acquisition of Great Wall.
The acquisition did not go through and the deposit was reclassified to note receivable. At December 31, 2000, the total
amount of $203,110 was written down to $81,244.

Fair Values of Financial Instruments - The carrying value of cash, receivables, accounts payable and
short-term borrowings approximate fair value due to the short maturity of these instruments. The carrying values of
long-term obligations approximate fair value since the interest rates either fluctuate with the lending banks' prime rates
or approximate market rate. None of the financial instruments are held for trading purposes.

Basic Loss Per Share - Basic loss per share is based on the weighted average outstanding shares
issued. Because the Company has a net loss, the common stock equivalents would have an anti-dilutive effect on earnings
per share. Accordingly, basic earnings per share and diluted earnings per share are the same.

Income Taxes - Income taxes are accounted for using an asset and liability approach, which requires
the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences
between financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. Generally
accepted accounting principles require a valuation allowance against deferred tax assets if, based on the weight of
available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The
Company and its Subsidiaries file a consolidated tax return.

Securities to be Issued - The balance sheet account at December 31, 2000, also includes shares of
common stock to be issued in connection with the acquisition of BA Networks. The shares are issued during the second
quarter of 2001.

Beneficial Conversion Feature of Debentures - The beneficial conversion feature of debentures relates
to the accounting under Emerging Issues Task Force Consensus 98-5. Under this standard the Company is required to record
a charge as interest expense when the conversion terms of convertible debentures provide for a discount from the fair
market value of the stock when computing shares to be received by the debenture holders when the debentures are converted
to common stock.

Reclassifications - Certain reclassifications have been made to the 1999 amounts to conform to the
current presentation.

Presentation - Management believes utilizing a classified balance sheet presentation is not
appropriate, as the operating cycle of the media-related segment of the Company is expected to exceed 12 months.
Accordingly, an unclassified presentation is utilized for the accompanying balance sheet, which is an acceptable method
under SFAS No. 53, "Financial Reporting by Producers and Distributors of Motion Picture Films."

Use of Estimates, Risks and Uncertainties - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts
reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant
estimates used in these financial statements include the recovery of film costs, which has a direct relationship to the
net realizable value of the related asset. It is at least reasonably possible that management's estimate of revenue from
films could change in the near term, which could have a material adverse effect on the Company's financial condition and
results of operations.

Going Concern - Management's plans and the ongoing operations of the Company are expected to
require working capital during 2001. In addition the Company has experienced continuing losses from operations.
These factors cause substantial doubt about the ability of the Company to continue as a going concern. Management will
be required to obtain additional capital to fund the ongoing operations during the remainder of 2001. Management expects
to raise additional capital through the stock purchase agreements with Holley.

The accompanying financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and satisfaction of liabilities and commitments in the normal course of operations. The
continuation of the Company as a going concern is dependent upon the success of obtaining additional capital and,
thereafter, on attaining profitability. There can be no assurance that management will be successful in the implementation
of its plan. The financial statements do not include any adjustments in the event the Company is unable to continue
as a going concern.

Note 2 - Basis of Reporting

The accompanying unaudited financial statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do
not include all of the information and disclosures required by generally accepted accounting principles for completed
financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal
recurring items) which are considered necessary for a fair presentation of the financial position of the Company on
June 30, 2001 and the results of its operations and its cash flows for the six months periods ended June 30, 2001 and
2000. The accompanying unaudited financial statements should be read in conjunction with the financial statements and
notes for the year ended December 31, 2000 included in the Company's Form 10-KSB/A as filled with the SEC on
April 26, 2001.

Note 3 - Uses of Estimates, Risks and Uncertainties

The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
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. Significant
estimates used in these financial statements include the recovery of film costs which has a direct relationship to the
net realizable value of the related asset. It is at least reasonably possible that management's estimate of revenue from
films could change in the near term which could have a material adverse effect on the Company's financial condition and
results of operations.

Note 4 - Film Costs

Film costs consist of the capitalized costs related to the production of videos and programs for
television as follows:

`June 30     December 31
                                                    2001         2000
                                                 ----------   -----------
Television program
  The Adventures With Kanga Roddy, net of
    reserve of $3,537,259 at June 30, 2001
    and December 31, 2000....................... $4,660,075   $4,665,557
Videos
  Montana Exercise Video, net of reserve of
    $148,253 at June 30, 2001 and
    December 31, 2000...........................        -            -
  Strong Mind Fit Body, net of reserve of
    $18,042 at June 30, 2001 and
    December 31, 2000...........................        -            -
                                                 ----------   ----------
                                                  4,660,075    4,665,557

Less accumulated amortization                     1,015,557      715,557
                                                 ----------   ----------
                                                 $3,644,518   $3,950,000
                                                 ==========   ==========`



A reserve was established to reduce the capitalized film costs ofThe Adventures With Kanga Roddy
to its net realizable value at December 31, 2000. Other investments in both Montana Exercise Video and the videos of
the Strong Mind Fit Body were fully reserved as management believes these videos would not generate future
revenues for the Company. An amortization charge of $300,000 was taken as of June 30, 2001.

Note 5 - Debenture Conversion

On December 27, 2000, the Company entered into an agreement with Holley Holding (U.S.A.) Ltd. (Holley),
in which Holley agreed to acquire all outstanding debentures of the Company from the debenture holders. They also agreed
that they would convert the debentures to common stock upon acquisition from the debenture holders. The debentures were
purchased from the debenture holders and the debentures were converted to common stock on January 4, 2001. As part of the
agreement, the conversion terms of the debentures were changed and the debentures were then converted to 13,717,045 shares
of common stock. In connection with the agreement, the Company is obligated to issue 2,404,960 shares of stock to the
prior debentures holders and certain other individuals. The Company has also agreed to issue 2,325,000 warrants to
purchase common stock of the Company at a price of $0.16 per share. The Company also issued warrants and options to
various parties related to the conversion. The value of the additional shares issued as a result of the change in
conversion terms and securities issued in connection with the transaction was $2,078,391. This amount has been accrued
and charged to expense as of December 31, 2000, the period in which the parties agreed to all terms of the transaction.

Note 6 - Delisting

The Company was notified by Nasdaq in April 2001 that the Company failed to meet eligibility requirements
for continued listing on the Nasdaq SmallCap Market.  Effective April 3, 2001, the Company's common stock began trading
on the Over The Counter Bulletin Board ("OTC:BB").

Note 7 - Capital Stock

During the three month period ended June 30, 2001, the Company issued 135,000 shares of common stock
to a consultant for investor relations services. In the same period, the Company also sold 137,500 shares of common
stock at the price of $0.16 per share to Mr. Yuanhao Li as part of a Stock Purchase Agreement made between the Company
and Mr. Li in December 2000.

Subsequent to the three month period ended June 30, 2001, the Company issued 685,529 stock options to
Dr. Robert E. Larson and other individuals of the Larson Group for Dr. Larson's involvement with the Company as a member
of the Board of Directors and also for the appointment of management personnel from the Larson Group to key positions of
the Company.

Note 8 - Subsequent Events



The company has effectively changed its corporate name to Pacific Systems Control Technology, Inc.
on August 8, 2001 and its trading symbol will be changing to PFSY on or about August 14, 2001.  This name change
is made to more appropriately reflect the businesses of utility metering and power automation that the company is
engaging under management by the Larson Group of California and the Holley Group of China.  The Holley Group became
the company's largest shareholder in January 2001 when they purchased all of the company's convertible debt and converted
the outstanding principal into common stock.

The company filed a Form 10-SB on August 2, 2001 with the intent to spin off its wholly own subsidiary,
American Champion Media, Inc., ("ACM") as a tax-free distribution to its shareholders.  Upon effectiveness of the spin
off, the Company's shareholders will receive one share of ACM stock for approximately every 17 shares of ACEI stock held.
ACM has changed its corporate name to PeopleNet International Corporation and will be engaging in the marketing of its
TV property "Adventures With Kanga Roddy" as well as a truly safe Internet browser for children called "ChiBrow".

As part of the spin off transaction, the advances to ABK will be offset against the amounts due to
the Company and the net amount due adjusted down to $1,500,000 with the balance converted to additional paid-in-capital.
This $1,500,000 will be converted to a note payable and will be due in annual installments of $300,000 plus interest
at 8 percent.  The television program, "The Adventures With Kanga Roddy", and all licensing and
distribution rights associated with the program will also secure the note.

In July 2001, ACM adopted the 2001 Stock Option Plan. The plan provides for the issuances of up to
1,500,000 options to purchase common stock of ACM. No options have been issued under the plan.

In July 2001, ACM adopted the Non-Employee Directors Stock Option Plan. The plan provides for the
issuances of up to 500,000 options to purchase common stock of ACM. No options have been issued under the plan.

In July 2001, ACM adopted the 2001 Stock Incentive Plan. The plan provides for the issuances of up to
500,000 shares of common stock of ACM. No shares have been issued under the plan.

In June 2001, ACM signed an agreement with ECapital Group, Inc. ("ECapital") to purchase
the exclusive licensing and marketing rights to ChiBrow, a safe web browser software for children.  Under the terms
of the agreement, upon the effectiveness of the spin-off of ACM from its parent company, ACM will issue 375,000 shares
of common stock, with registration rights, to ECapital in exchange for the worldwide exclusive rights to market and
distribute ChiBrow for three years.  ACM intends to file a registration statement for such shares immediately after
the effectiveness of the spin-off transaction.  Pursuant to the terms of the agreement, ACM shall retain 35% of all
revenues generated from such marketing efforts and the balance shall be paid to ECapital.

---



Forward Looking Information

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
from liability for forward-looking statements. Certain information included in
this Form 10-QSB and other materials filed or to be filed by the Company with
the Securities and Exchange Commission (as well as information included in oral
statements or other written statements made or to be made by or on behalf of the
Company) are forward-looking, such as statements relating to operational and
financing plans, capital uses and resources, competition, and demands for the
Company's products and services. Such forward-looking statements involve
important risks and uncertainties, many of which will be beyond the control of
the Company. These risks and uncertainties could significantly affect
anticipated results in the future, both short-term and long-term, and
accordingly, such results may differ from those expressed in forward-looking
statements made by or on behalf of the Company. These risks and uncertainties
include, but are not limited to, changes in external competitive market factors
or in the Company's internal budgeting process which might impact trends in the
Company's results of operations, unanticipated working capital or other cash
requirements, changes in the Company's business strategy or an inability to
execute its strategy due to unanticipated change in the industries in which it
operates; and various competitive factors that may prevent the Company from
competing successfully in the marketplace.

The following section discusses the significant operating changes, business
trends, financial condition, earnings and liquidity that have occurred in the
three-month period ended June 30, 2001. This discussion should be read in
conjunction with the Company's consolidated financial statements and notes appearing elsewhere in this report.



Results of Operations

In March 2000, the Company signed a Stock Exchange Agreement with the Beijing
Wisdom Network Technology Company, Ltd. ("BA Networks") for the acquisition of
80% of the common stock of BA Networks. The Company's shareholders approved of
the acquisition at the Company's Annual Meeting of Shareholders held on
September 27, 2000. The owners of BA Networks have agreed to sell an 80%
interest of BA Networks to the Company. According the commerce regulation of
China, such exchange of ownership needs to be incoprorated into a co-operative
joint venture ("CJV"). On October 28, 2000, BA Networks signed a letter of
intent with the Company to set up a CJV in China into which all of BA Networks'
assets will be transferred. The CJV will be owned 80% by the Company and 20%
by BA Networks. The establishment of the CJV was approved by the Beijing
Municipal Government on December 1, 2000 and the business license was granted on
December 20, 2000. As of June 30, 2001, the transfer of assets from BA Networks
has not yet been made. The Company and BA Networks will complete all appropriate
steps to fulfill the Chinese commerce regulations for the necessary
transfer of ownership into the CJV as soon as possible. Since the Company
does not have control of BA Networks until the transfer of assets occurs, the
investment in BA Networks is being accounted for as a deposit under the cost
method of accounting as of June 30, 2001 at the original purchase price of
$450,000. Upon completion of the transfer of assets the acquisition will be
accounted for under the purchase method of accounting. The operations of BA
Networks are conducted exclusively in the People's Republic of China ("PRC"). It
is at least reasonably possible that the activities of BA Networks, which are
conducted in the PRC, may be disrupted in the near term from factors outside the
control of the Company such as from negative effects of economic and political
forces.

Revenues. For the three months ended June 30, 2001, the Company's total
revenue decreased to $151,500, a decrease of $340,395 as compared to $491,895
for the comparable period in 2000. This decrease is due to a one-time sponsorship fee of $400,000 that the
Company received in the second quarter last year for its boxing event in China.

Costs and Expenses. The Company's revenues were offset by amortization of
film costs of $150,000. Such film costs were capitalized production costs of the
Kanga Roddy series, and the amortization is calculated based upon the proportion
to the revenue generated by the series in this period compared to total expected
revenues from the series. Management intends to evaluate the recoverability of
the film costs each year going forward. Based on the ability of the Company to
conclude future licensing agreements sufficient to recover the capitalized
costs, the estimate of recoverability may change in future periods.

The Company's expenses for salaries and payroll taxes decreased to $17,888 which is
a decrease of $243,550 for the three months ended June 30, 2001 from $261,438
for the comparable period in 2000. The decrease is due to a significant effort
by management to reduce overhead personnel and also that Messrs Chan, Li and Chung
have all agreed to receive no compensation for the quarter ended June 30, 2001.
Rent expense decreased slightly to $26,105 for the three month period ended June 30, 2001
from $33,900 for the comparable period in 2000.

Selling expense decreased to $3,500 for the three months ended June 30, 2001 from
$126,301 for the comparable period in 2000. General and administrative expenses decreased
to $140,389 for the three months ended June 30, 2001 from $1,535,895 for the comparable
period in 2000. These decreases are primarily due to drastic reduction in marketing and
promotional events for the television series and corporate public relations activities.

Interest expense decreased to $800, a decrease of $10,881 for the three
months ended June 30, 2001 from $11,681 for the comparable period in 2000.
There was no non-cash charge for the beneficial conversion feature of the
convertible debentures as there was no such debt issued within the quarter,
compared to a $107,429 charge for the comparable period in 2000. The debentures
were convertible to common stock of the Company with the shares to be issued
upon conversion based on 77.5% of the fair value of the stock at the time of
conversion. Since the debt can be converted at any time, the value of the
discount as of the issuance date has been charged to interest expense with a
corresponding increase to additional paid in capital.

As a result of the foregoing factors, the Company's net loss decreased to
($187,182) during the three months ended June 30, 2001 from ($1,682,331) for the
comparable period in 2000. Net loss per share decreased to ($0.01) for the three
months ended June 30, 2001 from ($0.26) for the comparable period in 2000.
Weighted average number of shares outstanding increased to 26,836,113 the three
months ended June 30, 2001 from 6,555,737 for the comparable period in 2000
primarily due to purchase of the Company's debentures by Holley Holding U.S.A.
("Holley") in December 2000 and the conversion of debentures into the Company's
common stock in January 2001 and other shares that were issued along with the
Holley transaction.

Liquidity And Capital Resources

Cash decreased for the three months ended June 30, 2001 by $3,844 of which
$6,767 was used for investing activities. Net operating cash loss was $124,553
and financing activities resulted in an inflow of $127,476.

As of June 30, 2001, total liabilities of the company was $767,357 which was
significantly reduced from end of the year at December 31, 2000. This
reduction is primarily due to Holley's conversion of the convertible debt into
common stock of the Company.

Subsequent Events

The company has effectively changed its corporate name to Pacific Systems Control Technology, Inc.
on August 8, 2001 and its trading symbol will be changing to PFSY on or about August 14, 2001.  This name change
is made to more appropriately reflect the businesses of utility metering and power automation that the company is
engaging under management by the Larson Group of California and the Holley Group of China.  The Holley Group became
the company's largest shareholder in January 2001 when they purchased all of the company's convertible debt and converted
the outstanding principal into common stock.

The company filed a Form 10-SB on August 2, 2001 with the intent to spin off its wholly own subsidiary, American
Champion Media, Inc., ("ACM") as a tax-free distribution to its shareholders.  Upon effectiveness of the spin off, the
Company's shareholders will receive one share of ACM stock for approximately every 17 shares of ACEI stock held.
ACM has changed its corporate name to PeopleNet International Corporation and will be engaging in the marketing of its
TV property "Adventures With Kanga Roddy" as well as a truly safe Internet browser for children called "ChiBrow".

As part of the spin off transaction, the advances to ABK will be offset against the amounts due to
the Company and the net amount due adjusted down to $1,500,000 with the balance converted to additional paid-in-capital.
This $1,500,000 will be converted to a note payable and will be due in annual installments of $300,000 plus interest
at 8 percent.  The television program, "The Adventures With Kanga Roddy", and all licensing and
distribution rights associated with the program will also secure the note.

In July 2001, ACM adopted the 2001 Stock Option Plan. The plan provides for the issuances of up to
1,500,000 options to purchase common stock of ACM. No options have been issued under the plan.

In July 2001, ACM adopted the Non-Employee Directors Stock Option Plan. The plan provides for the
issuances of up to 500,000 options to purchase common stock of ACM. No options have been issued under the plan.

In July 2001, ACM adopted the 2001 Stock Incentive Plan. The plan provides for the issuances of up to
500,000 shares of common stock of ACM. No shares have been issued under the plan.

In June 2001, ACM signed an agreement with ECapital Group, Inc. ("ECapital") to purchase
the exclusive licensing and marketing rights to ChiBrow, a safe web browser software for children.  Under the terms
of the agreement, upon the effectiveness of the spin-off of ACM from its parent company, ACM will issue 375,000 shares
of common stock, with registration rights, to ECapital in exchange for the worldwide exclusive rights to market and
distribute ChiBrow for three years.  ACM intends to file a registration statement for such shares immediately after
the effectiveness of the spin-off transaction.  Pursuant to the terms of the agreement, ACM shall retain 35% of all
revenues generated from such marketing efforts and the balance shall be paid to ECapital.



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PART II - OTHER INFORMATION



Item 1. Legal Proceedings

On February 9, 2001, a complaint was filed by Chuck Nelson in the Court of
Common Pleas, Mahoning County in Youngstown, Ohio, against the Company for a
percentage of the total purse amounts paid to boxers in the Company produced
boxing event in China in April 2000, and for a percentage of the television
revenue generated thereof. The Company denies all of the rights claimed by Chuck
Nelson and will vigorously defend against all of the plaintiff's claims.

With the exception of the foregoing, no lawsuits or proceedings are currently
pending against the Company.



Item 4. Submission of Matters to a Vote of Security Holders

There is no submission of matters to a vote of security holders during the
three months ended June 30, 2001.



Item 6. Reports on Form 8-K.

There is no report on Form 8-K filed during the three months ended June 30, 2001.





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf on August 14, 2001 by the
undersigned, thereunto duly authorized.



PACIFIC SYSTEMS CONTROL TECHNOLOGY, INC.

(Registrant)

By: /s/ Anthony K. Chan

------------------------------

Anthony K. Chan,

Chief Executive Officer and Chief Financial Officer



By: /s/ Yuanhao Li

------------------------------

Yuanhao Li, President

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