SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549
                             Form 1O-QSB/A

      [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the
            Securities Exchange Act of 1934
            For the Quarterly Period Ended June 30, 1999

     [  ]   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

                  AMERICAN CHAMPION ENTERTAINMENT, INC.
          (Exact Name of Registrant as Specified in its Charter)

               Delaware                                  94-3261987
     (State or Other Jurisdiction or                    (IRS Employer
      Incorporation or Organization)                 Identification Number)

            1694 The Alameda, Suite 100, San Jose, California 95126
                             (408) 288-8199
   (Registrant's Address of Principal Executive Offices and Telephone Number)


             (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

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
PRECEDING 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.

         Class                          Outstanding at July 31, 1999

   -------------------------             --------------------------
 Common Stock, $.0001 par value                8,939,492 shares

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

  The Registrant hereby amends and restates in their entirety the following
items, financial statements, exhibits or other portions of its Quarterly Report
on Form 10-QSB for the quarter ended June 30, 1999 as set forth in the pages
attached hereto:

      Part I, Item 1 and 2
      Exhibit 27.1

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

  American Champion Entertainment, Inc. (the "Company"), by this Form 10-QSB/A,
Amendment No. 1 to Form 10-QSB, hereby: (1) amends and restates in its entirety
Item 1 of Part I of the June 30, 1999 Quarterly Report; (2) amends and
restates in its entirety Item 2 of Part I of the June 30, 1999 Quarterly
Report; and (3) amends and restates in its entirety Exhibit 27.1.  Each such
amended Item of, and Exhibit to, the June 30, 1999 Quarterly Report is
attached to this Amendment No. 1.

EXPLANATORY NOTE TO AMENDMENT NO.1 TO JUNE 30, 1999 QUARTERLY REPORT ON FORM
10-QSB

This Form 10-QSB/A, Amendment No.1 to Form 10-QSB (the "Amendment"), which
amends the June 30, 1999 Quarterly Report, includes the following changes: (i)
Item 1, "Financial Statements", of Part I has been restated to reflect the
non-cash charge to interest expense and corresponding increase to paid in
capital to account for the beneficial conversion feature of the convertible
debentures, (ii) Item 2, "Management's Discussion and Analysis of Financial
Condition and Results of Operations" of Part I has been amended with respect to
the analysis of interest expense and results of operations to discuss the
effects of the non-cash charge to interest expense and corresponding increase to
paid in capital related to the beneficial conversion feature of the convertible
debentures, and (iii) a new Exhibit 27.1, "Financial Data Schedule".

Transitional Small Business Disclosure Format (check one)  Yes....   No ..X..

                          Exhibit Index on Page 16

                     AMERICAN CHAMPION ENTERTAINMENT, INC.
                                Form 10-QSB
                               June 30, 1999

                             TABLE OF CONTENTS

                                                                   Page
                                                                  ------

PART I -        Financial Information

        Item 1. Financial Statements                                3

                Consolidated Balance Sheet for the three            3
                month period and the six month periods
                ended June 30, 1999

                Consolidated Statements of Operations for
                the three month period and the six month periods
                ended June 30, 1999 and 1998                        4

                Consolidated Statements of Cash Flows for
                the three month periods and the six month periods
                ended June 30, 1999                                 5

                Notes to Consolidated Financial Statements          7

       Item 2.  Management's Discussion and analysis of
                Financial Condition and Results of Operations       12


PART II -       Other Information

        Item 1. Legal Proceedings                                   14

        Item 4. Submission of Matters to a Vote of Security Holders 14

        Item 6. Exhibits and Reports on Form 8-K                    15


Signatures                                                          15


Exhibit Index                                                       16


Exhibits                                                            20


PART I -        FINANCIAL INFORMATION

ITEM 1- Financial Statements - (unaudited)

                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                     Condensed Consolidated Balance Sheets
                                 (unaudited)
<TABLE>
<CAPTION>
                                                 June 30,      December 31,
                                                 1999          1998
                                                 ------------  ------------
<S>                                              <C>           <C>
                     Assets

       Cash......................................   $342,049        $2,763
       Account receivable........................    684,788        37,675
       Loans receivable, related parties.........    114,937       114,937
       Prepaid expenses .........................     41,448        56,267
       Property and equipment,...................    351,975       395,330
       Film costs, net...........................  6,484,746     5,381,329
       Note receivable...........................     80,424        80,424
       Other assets..............................     16,860        11,673
                                                 ------------  ------------
       Total assets.............................. $8,117,226    $6,080,398
                                                 ============  ============
                     Liabilities

       Accounts payable and accrued expenses.....   $987,547    $1,122,307
       Note payable, related parties.............     71,400       137,037
       Other.....................................      --             --
       Deferred revenues.........................     25,841        78,020
       Notes payable.............................     60,393       831,266
       Long-term debt............................  1,804,172          --
       Obligations under capital leases..........      6,565         6,565
                                                 ------------  ------------
       Total long-term liabilities...............  2,955,918     2,175,195


Stockholders' Equity:

  Preferred stock                                      --            --
  Common stock, paid in capital.............      10,396,941     7,122,414
  Common stock warrants......................        618,050       290,901
  Accumulated deficit........................     (5,853,684)   (3,508,112)
                                                 ------------- -------------
  Total stockholders' equity ................      5,161,307     3,905,203
                                                 ------------- -------------
  Total Liabilities and Stockholders Equity..     $8,117,226    $6,080,398
                                                 ============= =============
</TABLE>
                      See accompanying notes.
<PAGE>

                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                   Condensed Consolidated Statements of Operations
                                  (unaudited)
<TABLE>
<CAPTION>
                                       Three Months Ended       Six Months Ended
                                           June 30,                June 30,
                                    ----------------------  ----------------------
                                    1999        1998        1999        1998
                                    ----------- ----------  ----------- ----------
<S>                                 <C>         <C>         <C>         <C>
REVENUE:
  Tuition and related fees.........    $19,256   $192,027      $80,610   $318,932
  Accessories and video sales......          0      9,475            0     22,876
  Film income......................    214,206     31,667      439,842    246,667
  Interest income..................          0      2,406            0     29,098
                                    ----------- ----------  ----------- ----------
  Total revenue....................    233,462    235,575      520,452    617,573
                                    ----------- ----------  ----------- ----------
COSTS AND EXPENSES:
  Cost of sales....................          0      5,281        1,722     13,992
  Amortization of film costs.......    231,569     11,688      369,821     85,020
  Salaries and payroll taxes.......     10,653    182,952       20,672    398,586
  Rent.............................     72,249     73,081      114,578    157,697
  Selling, general and
    administrative.................    333,135    153,809      647,244    389,926
  Financing expense*...............    741,210       --        741,210       --
  Interest.........................    607,583      8,761      966,497     17,662
                                    ------------------------------------------------
  Total costs and expenses.........  1,996,400    435,572    2,861,744  1,062,883
                                    ------------------------------------------------
Net Loss From Operations............(1,762,938)  (199,997)  (2,341,292)  (445,310)

Gain On Sale Of Studio                       0          0            0    115,473

Net Loss Before Income Tax          (1,762,938)  (199,997)  (2,341,292)  (329,837)

Income Tax                               4,240      2,400        4,281      7,450

Net Loss                             1,767,178   (202,397)  (2,345,573)  (337,287)

Accumulated Deficit                 (5,853,684) (1,921,883)  (5,853,684) (1,921,883)

Weighted average number of shares
  outstanding......................  7,856,324  3,832,345    7,856,324  3,832,345
                                    ======================= =======================

Basic loss per share................     ($0.22)   ($0.05)      ($0.30)    ($0.09)
                          ================ =================
</TABLE>

*    Financing expense of $741,210 consists of $114,500 in cash and a
non-cash portion of $626,710 in valuation of common stock and warrants
granted pursuant to the redemption of debt.

                      See accompanying notes.
<PAGE>

                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                 Condensed Consolidated Statements of Cash Flows
                                  (unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Six Months
                                                         Ended       Ended
                                                        June 30,    June 30,
                                                      -----------------------
                                                         1999        1999
                                                      ----------- -----------
<S>                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss........................................    $(1,767,178) $(2,345,573)

Adjustments to reconcile net loss to
  net cash used for operating activities:
    Non-cash charge related to beneficial
      conversion feature of debentures..........         583,628     899,824
    Depreciation and amortization...............         261,620     429,751
    Costs on debenture redemption...............         629,281     629,281
    Stock warrants issued to consultants                   ---       150,000
    Amortization of original issue discount
       On long-term debt........................           8,485      13,917

(Increase) Decrease in:
  Accounts receivable...........................        (461,851)   (650,113)
  Prepaid expenses and other....................          (1,415)      7,146

Increase (Decrease) in:
  Accounts payable and accrued expenses.........          32,772    (139,299)
  Deferred revenues.............................         (10,495)    (52,179)
                                                      -----------------------
     Net cash used for operating activities.....        (725,153) (1,057,243)
                                                      -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase or (sale) of property and equipment....           5,318      (1,815)
Payments for film costs.........................        (604,456) (1,487,998)
Advances to stockholders........................        (183,550)   (183,550)
                                                      -----------------------
     Net cash used for investing activities.....        (782,688) (1,673,363)
                                                      -----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debentures............       2,042,790   2,042,790
Proceeds from issuance of warrants..............          68,062     608,062
Offering costs..................................          (8,139)     (8,139)
Proceeds from issuance of common stock..........          85,969      85,969
Payments of loans from related parties..........           ---        (7,968)
Proceeds on notes payable.......................       1,412,957   2,327,053
Payments on notes payable.......................        (597,000)   (832,874)
Payments on debenture redemption................      (1,145,000) (1,145,000)
                                                      -----------------------
     Net cash provided by financing activities..       1,859,639   3,069,893
                                                      -----------------------
NET INCREASE (DECREASE) IN CASH.................         351,798     339,287

CASH, beginning of period.......................          (9,748)      2,763
                                                      ----------- -----------
CASH, end of period.............................         342,050     342,050
                                                      =========== ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest....................................         $23,955     $66,673
    State income taxes..........................          ---            $40

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
  AND FINANCING ACTIVITIES:
    Long-term debt converted to equity..........        $418,040  $1,521,858
    Common stock warrants issued with debt......        $179,275    $240,400
    Common stock warrants issued for redeemed
      Debentures................................        $121,187    $121,187
    Original issue discount on redeemed debt....        $157,214    $157,214
    Exercise of warrants........................        $102,500    $102,500
    Non-cash charge related to beneficial
      conversion feature of debentures..........         583,628     899,824


</TABLE>
                      See accompanying notes.
<PAGE>

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999


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

Nature of Operations and Consolidation - The consolidated
financial statements include the accounts of American Champion
Entertainment, Inc. (the "Company") and its wholly owned
subsidiary, America's Best Karate ("ABK") which owns 100% of
American Champion Media, Inc. ("AC Media"). The Company and AC
Media were formed during 1997. Pursuant to an Agreement and Plan
of Merger, dated as of July 14, 1997, the Company entered into a
reorganization transaction pursuant to which the Company acquired
all of the issued and outstanding shares of ABK (the
"Reorganization"). The financial statements included herein give
effect to the Reorganization in which the Company became the
successor to ABK. All significant intercompany accounts and
transactions have been eliminated in consolidation.

AC Media focuses on operating and managing all media-related
programs for the Company. These programs consist of fitness
information video tapes, books and audio tapes and production of
educational television programs for children which emphasize
martial arts values and fun. ABK focuses solely on operating and
managing the Company's karate studios which are located in the San
Francisco Bay Area.

Revenue Recognition - AC Media - Revenue from films is recognized
on the accrual method. 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.

ABK - Substantially all ABK's students are required to sign a
student enrollment agreement (the "Enrollment Agreement") covering
a period from 36 to 48 months to complete a black belt course or a
2nd degree black belt course, respectively. The students have the
option to (a) make an initial fee payment equal to 2-5 months of
instruction with the remaining amount payable monthly over the
remaining term of the agreement, (starting with the month
following enrollment), or (b) make one or more lump sum payments
for the entire course at a significant discount. Revenues are
recognized over the term of the Enrollment Agreement.


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999


Note 1 - Nature of Operations and Summary of Significant Accounting
Policies (continued)

A student may cancel an Enrollment Agreement at any time. A
refund, if any, is made if the student's advanced payments exceed
the elapsed portion of the course, prorated at $75 per month
(additional family members prorated at $45 per person per month).
The elapsed portion of the course is the number of months between
the course starting date and the cancellation date. Fee payments
subject to refund are shown in the financial statements as
deferred revenue which will be recognized as revenue in the future
years if there is no cancellation by the student.  See Note 6
related to sales of studios.

Concentration of Credit 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 high credit quality
financial institutions. The amount on deposit in any one
institution that exceeds federally insured limits is subject to
credit risk. To reduce credit risk, the Company requires advanced
payments from students and thus, no student fees receivable is
recorded.

Cash and Cash Equivalents - The Company considers certain highly
liquid instruments purchased with original maturities of year or
less to be cash equivalents. The Company had cash equivalents of $
-0-  at December 31, 1998 and $1,496,000 at December 31, 1997.

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.
Leased assets under capital lease agreements are amortized using
the straight-line method over the shorter of the estimated useful
lives or the length of the lease terms, ranging from two to five
years.

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.

Fair Values of Financial Instruments - The carrying value of cash,
receivables, accounts payable and short-term borrowings
approximates fair value due to the short maturity of these
instruments. The carrying value of long-term obligations
approximates 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.


NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999


Note 1 - Nature of Operations and Summary of Significant Accounting
Policies (continued)

Basic Loss Per Share - Statement of Financial Accounting Standards
(SFAS) No. 128 was adopted by the Company during the year ended
December 31, 1997. Net 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 - Deferred tax assets and liabilities are recognized
for the expected tax consequences of temporary differences between
the tax bases of assets and liabilities and their reported
amounts. The Company and its Subsidiaries file a consolidated tax
return.

Presentation - Because of the Company's reduced activity in its
karate instruction segment, management believes utilizing a
classified balance sheet presentation is no longer appropriate, as
the operating cycle of the media-related segment of the Company is
expected 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".

Reclassifications - Certain reclassifications have been made to
the 1997 amounts to conform to the current presentation.

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 at
June 30, 1999 and the results of its operations and its cash flows
for the three months periods ended June 30, 1999 and 1998.  The
accompanying unaudited financial statements should be read in
conjunction with the financial statements and notes for the year
ended December 31, 1998 included in the Company's Form 10-KSB as
filed with the SEC on March 31, 1999.

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 program for television as follows:

                                                 June 30       December 31
                                                  1999           1998
                                                -----------    ----------

Television Program                              $6,929,002      $5,455,764
  The Adventures with Kanga Roddy
Videos
  Montana Exercise Video                           148,253         148,253

  Strong Mind Fit Body                              18,042          18,042
                                                 ----------      ----------
                                                 7,095,297       5,622,059
Less accumulated amortization                      610,551         240,730
                                                 ----------      ----------
                                                $6,484,746      $5,381,329
                                                 ==========      ==========


Production of the first seven episodes of The Adventures of Kanga
Roddy was completed during 1997. Thirteen additional episodes were
completed during the year ended December 31, 1998. Seven
additional episodes were completed during the quarter ended March
31, 1999.  Both videos were completed in 1996, but only the Strong
Mind Fit Body video has been released.  During 1997, management
wrote down the capitalized costs for this video by $105,000.


Note 5 - Related Party Transactions

Loans to stockholders were $114,937 at December 31, 1998 and
$114,773 at December 31, 1997.

In November 1996, the Company agreed to pay to two participants of
the Monatna Exercise Video the sum of $50,000 from the proceeds of
the initial public offering and another $50,000, which is included
in accounts payable at December 31, 1998, will be paid 30 days
prior to the release date.  These two participants are
stockholders of the Company.

During 1998 and 1997, the Company paid $67,500 and $60,000,
repectively, to two sharholders for story lines and scripts for
the production of the television series The Adventures with Kanga
Roddy.

NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999


Note 6 - Sale of Karate Studios

During the year ended December 31, 1998, the Company sold four
karate studios to the locations' general managers.  The Company
received notes receivable totaling $86,500 due in monthly payments
of $333 to $1,000 including interest imputed at 10%.  The Company
has guaranteed payments of a studio lease, which are $4,673 per
month through March 2000.  The Company retained all advance
payments of enrollment fees, which were approximately $310,000 as
of the closing dates; however, the Company is liable for any
future refunds to students enrolled prior to the closing dates.
The Company reduced the liability for advance payments of
enrollment fees related to these studios to $35,000, which is
included in deferred revenue.  Management will evaluate this
liability quarterly in light of cancellations to date and expected
future cancellations.


Note 7 - Financing Through the Sale of Convertible Debentures

During the quarter ended June 30, 1999, the Company sold
$1,145,000 in a convertible debenture that was subsequently
redeemed and replaced with another convertible debenture
transaction for $1,750,000.  The terms of this transaction were
filed by the Company on Form S-3 with the SEC on July 16, 1999.
The proceeds from which will be used for production expenses and
working capital.  As of June 30, 1999 none of the debenture
principle has been converted into common stock.

During the quarter ended June 30, 1999, the Company decided not to
proceed with the closing of the series C Preferred Stock
Transaction although $1 million was raised in escrow, which was
above the minimum amount of $700,000.  The primary reason not to
proceed with this transaction was due to the restrictive
conditions and burdens that would have attached to the Company at
the closing.  Such conditions would have been acceptable if the
maximum of $4.5 million was raised.

Note 8 - Common Stock Purchase Warrants

During the Quarter ended June 30, 1999, the Company issued 975,000
warrants to purchase the Company's common stock.  These Warrants
were issued to consultants for services provided to the Company.
The Company received no proceeds upon issuance of the warrants.
As of June 30, 1999 none of the warrants has been exercised into
common stock.

Note 9 - Common Stock

During the quarter ended June 30, 1999, the Company issued 600,000
shares of the Company's common stock to a consultant, Chris
Scoggin Ltd., for services to be provided to the Company for one
year.  The consultant does not have registration rights to the
shares and the delivery of the shares are contingent upon certain
conditions specified in the agreement between the Company and the
consultant.

Note 10 - Susequent Events

Subsequent to quarter ended June 30, 1999, the Company signed a
Letter of Intent on July 16, 1999 with Pulse Entertainment
Network, Inc. ("Pulse") for a proposed acquisition of Pulse
through an exchange of capital stock between the two companies.


Note 11 - Year 2000

In the opinion of management, no material adverse effect on either
results of operations or financial position is anticipated due to
the modifications or replacement of existing information systems
in order to accommodate year 2000 implications.

Note 12 -Beneficial Conversion Feature of Debentures

The Company has restated its financial statements for the quarter ended June
30, 1999  to account for the beneficial conversion feature of its 7%
convertible debentures issued during the quarter in accordance with EITF D-60,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion."  The application of EITF D-60 resulted in
the recognition of a non-cash charge to interest expense of $583,628 for the
quarter ended June 30, 1999 with a corresponding increase to additional paid
in capital.  There was no effect on the balance sheet except for the
reclassification of the interest expense from additional paid in capital to
retained earnings.


PART I -        FINANCIAL INFORMATION

ITEM 2 -        Management's Discussion And Analysis Of
Financial Condition And Results Of Operations


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,
the acceptance by television viewers and public television stations of
the television series - ADVENTURES WITH KANGA RODDY, production delays
and/or cost overruns with respect to such series, 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, 1999. This discussion
should be read in conjunction with the Company's consolidated financial
statements and notes appearing elsewhere in this report.


Results of Operations

        Revenues.  For the three months ended June 30, 1999, the Company's
total revenue decreased to $233,462, a decrease of $2,113 or 0.9% as
compared to total revenue for the three months ended June 30, 1998 of
$235,575.  This small decrease is due to the reduction in the Company's
karate studio operation, while realizing an increase in film income
mainly derived from the delivery of seven episodes of the television
show "Adventures with Kanga Roddy".

        Costs and Expenses.  The Company's revenues were offset by
amortization of film costs of $231,569, calculated based upon the
proportion to the revenue generated by the television show in this
second quarter compared to total expected revenues from the television
show.
        The Company's expenses for salaries and payroll taxes decreased to
$10,653, a decrease of $172,299 or 94% for the three months ended June
30, 1999 from $182,952 for the comparable period in 1998.  The decrease
was the combined result of a decrease in karate studio personnel and the
capitalizing of a portion of personnel cost into film costs.

        Rent expense was $72,249 for the three months ended June 30, 1999
and was basically unchanged from the comparable period in 1998.  A
decrease in rents due to the closure of karate studios was offset by an
increase in rent for the corporate office.

        Total selling, general and administrative expenses increased to
$333,135, an increase of $179,326 or 116.6% for the three months ended
June 30, 1999 from $153,809 for the comparable period in 1998.  This
increase is primarily due to promotional expenses related to the
television show, depreciation of production equipment and legal and
accounting fees.

        Financing expense - During the quarter ended June 30, 1999 the
Company sold $1,145,000 in a convertible debenture ("May Debenture")
that was subsequently redeemed and replaced with another convertible
debenture transaction ("June Debenture") for $1,750,000.  Pursuant to
the redemption of the May Debenture, the Company incurred $741,210 in
financing expenses of which $114,500 was in cash and the remainder
$626,710 in valuation of common stock and warrants granted to the
investors of the May Debenture.  None of such investors were related
parties of the Company.

        Interest expense increased to $607,583, an increase of  $598,822 for
the three months ended June 30, 1999 from $8,761 for the comparable period in
1998. Included in interest expense for the quarter ended June 30, 1999 is a
non-cash charge of $583,628 related to the beneficial conversion feature of the
convertible debentures issued within the quarter.  The debentures are
convertible to common stock of the Company with the shares to be issued upon
conversion based on 75% 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.  The balance of the
increase is attributable to the  interest accrued on convertible debentures and
certain private loans of  the Company.

        As a result of the foregoing factors, the Company's net loss
increased to $1,767,178 during the three months ended June 30, 1999 from
$202,397 for the comparable period in 1998.  Net loss per share
increased to $0.22 for the three months ended June 30, 1999 from $0.05
for the comparable period in 1998.  Weighted average number of shares
outstanding increased to 7,856,324 the three months ended June 30, 1999
from 3,832,345 for the comparable period in 1998 primarily due to the
conversion of debentures into the Company's common stock.

Liquidity And Capital Resources

        Cash increased for the three months ended June 30, 1999 by
$351,798 of which $782,688 was used for investing activities related to
the production of the Adventures With Kanga Roddy show.  Net operating
cash loss was $725,153 and financing activities resulted in an inflow of
$1,859,639.

During the quarter ended June 30, 1999, the Company sold
$1,145,000 in a convertible debenture that was subsequently redeemed and
replaced with another convertible debenture transaction for $1,750,000.
The terms of this transaction were filed by the Company on Form S-3 with
the SEC on July 16, 1999.  The proceeds from which will be used for
production expenses and working capital.  As of June 30, 1999 none of
the debenture principle has been converted into common stock.

During the quarter ended June 30, 1999, the Company decided not to
proceed with the closing of the series C Preferred Stock Transaction
although $1 million was raised in escrow, which was above the minimum
amount of $700,000.  The primary reason not to proceed with this
transaction was due to the restrictive conditions and burdens that would
have attached to the Company at the closing.  Such conditions would have
been acceptable if the maximum of $4.5 million was raised.

        As of June 30, 1999, total long-term debt was $1,804,172 and loans
payable to related parties was $71,400.  In addition, deferred revenues
were $25,841 at June 30, 1999.  Deferred revenues are pre-paid tuition
for the karate studios and booked revenue from sponsorship activities
which cannot be immediately recognized.
Recent Developments

On April 2, 1999 the Company terminated the agreement with
Kreative Video Products for the distribution of the Company's video
products.  On April 20, 1999, the Company signed a two-year agreement
with Fast Forward Marketing for the distribution of the Company's video
products, mainly the Company's TV series "Adventures With Kanga Roddy"
on video cassettes.

On July 16, 1999, the Company formed "American Champion Marketing
Group, Inc. ("ACMG") as a Delaware Corporation and a wholly owned
subsidiary of American Champion Media, Inc.  ACMG is formed for the
purpose of licensing, marketing and commercial exploitation of the
Company's property "Adventures With Kanga Roddy" and also other
properties to be acquired.  Joy Tashjian, a former consultant of the
Company, is employed by the Company as the President and CEO of ACMG,
and also a Director of the Company.

Subsequent to quarter ended June 30, 1999, the Company signed a
Letter of Intent on July 16, 1999 with Pulse Entertainment Network, Inc.
("Pulse") for a proposed acquisition of Pulse through an exchange of
capital stock between the two companies.


PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

        There is no on-going legal proceedings during the three months
ended June 30, 1999.

Item 4.  Submission of Matters to a Vote of Security Holders
        On May 5, 1999 the Company held it's Annual Meeting of
Stockholders to discuss and vote upon the following proposals:

         1.     To elect eight directors to the Corporation's Board of
Directors, each to hold office until his successor is elected and
qualified or until his earlier resignation or removal (Proposal
No. 1); and

        2.      To approve the increase of the number of shares of the
Company's common stock, $.0001 par value per share (the "Common
Stock") issuable under the Company's 1997 Employee Stock Option
Plan to 4,800,000 (Proposal No. 2); and

         3.     To approve the increase of the number of shares of Common
Stock issuable under the Company's 1997 Non-Employee Directors
Stock Option Plan to 550,000 (Proposal No. 3); and

4.      To approve the Securities Purchase Agreement, dated January
19, 1999, and all transactions contemplated thereby, including the
issuance of an aggregate of $950,000 of convertible debentures,
issued in January 19, 1999 (Proposal No. 4); and

5.      To approve the Placement Agent's Agreement between the Company and
JW Genesis Capital Markets, LLC and all transactions contemplated
thereby, including the issuance of a minimum of $700,000 and a
maximum of $4,500,000 of Units, each Unit consisting of 50 shares
of Series C Redeemable Convertible Preferred Stock, $.0001 par
value per share, 25,000 Class A Common Stock Purchase Warrants,
and 25,000 Class B Common Stock Warrants, at a price of $50,000
per Unit (Proposal No. 5); and

6.      To amend the Company's Certificate of Incorporation to increase
the authorized amount of capital stock from 23,000,000 shares to
46,000,000 shares, of which 40,000,000 shall be Common Stock, and
6,000,000 shall be preferred stock (Proposal No. 6); and

7.      To ratify the appointment of Moss Adams LLP as the Company's
independent certified public accountants for the 1999 fiscal year
(Proposal No. 7); and

The Company's Shareholders approved all seven of the above stated
proposals either by proxy or by attending the meeting in person to cast
their vote.

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

        (a)     Exhibits.  See the Exhibit Index beginning on page 16.

        (b)     Reports on Form 8-K.  No reports on Form 8-K were filed
during the quarter for which this report is filed.

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
by the undersigned, thereunto duly authorized.

                                AMERICAN CHAMPION ENTERTAINMENT, INC.
                                (Registrant)

Dated:  August 16, 1999        By:      /s/ Anthony K. Chan
                                  ------------------------------
                              Anthony K. Chan, Chief Executive Officer

                               By:     /s/ Mae Lyn Woo
                                  ------------------------------
                              Mae Lyn Woo, Vice President,
                              Chief Financial Officer &
                              Chief Operations Officer




                       INDEX TO EXHIBITS

Exhibit No.                 Exhibit

 1.1(1)   Form of Underwriting Agreement
 3.1(1)   Amended and Restated Certificate of Incorporation dated April 24, 1997
 3.11(5)  Amended and Restated Certificate of Incorporation dated June 4, 1998
 3.2(1)   Bylaws
 4.1(1)   Specimen stock certificate
 4.2(1)   Warrant Agreement with form of Warrant
 4.3(1)   Form of Underwriters' Warrant
 4.41(4)  Securities Purchase Agreement dated July 2, 1998
 4.42(4)  Form of Debenture dated July 2, 1998
 4.43(4)  Joint Escrow Instructions
 4.44(4)  Registration Rights Agreement dated July 2, 1998
 4.45(4)  Form of Warrant dated July 2, 1998
 4.461(7) Securities Purchase Agreement dated January 19, 1999
 4.462(7) Form of Debenture dated January 19, 1999
 4.463(7) Joint Escrow Instructions dated January 19, 1999
 4.464(7) Registration Rights Agreement dated January 19, 1999
 4.465(7) Form of Warrant dated January 19, 1999
 4.471(9) Securities Purchase Agreement dated June 17, 1999
 4.472(9) Form of Debenture dated June 17, 1999
 4.473(9) Joint Escrow Instructions dated June 17, 1999
 4.474(9) Registration Rights Agreement dated June 17, 1999
 4.475(9) Form of Warrants dated June 17, 1999
 5(1)     Opinion of Sheppard, Mullin, Richter & Hampton LLP
 10.1(1)  1997 Stock Plan
 10.2(1)  Form of Stock Option Agreement for 1997 Stock Plan
 10.3(1)  1997 Non-Employee Directors Stock Option Plan
 10.4(1)  Form of Non-Employee Directors Stock Option Agreement
 10.8(1)  Promissory Note dated December 15, 1994 made payable by Messrs.
          Chung and Chan and their wives in favor of Michael Triantos M.D.
          Inc. Money Purchase and Profit Sharing Pension Plans Trust
 10.9(1)  Employment Agreement between the Company and George Chung dated
          March 4, 1997, effective upon the closing date of the Offering
 10.10(1) Employment Agreement between the Company and Anthony Chan dated
          March 4, 1997, effective upon the closing date of the Offering
 10.11(1) Employment Agreement between the Company and Don Berryessa dated
          March 4, 1997, effective upon the closing date of the Offering
 10.12(1) Employment Agreement between the Company, AC Media and Jan
          Hutchins dated March 4, 1997, effective upon the closing date of
          the Offering
 10.13(1) Convertible Loan Agreement dated as of May 5, 1995, between ABK
          and David Y. Lei
 10.15(1) Amended Deal Memo between ABK and Rick Fichter dated February
          23, 1997, with respect to payments related to the Kanga Roddy
          Series
 10.17(1) Form of Indemnification Agreement
 10.19(1) Letter dated October 29, 1996 from the Company to Tim Pettitt
          regarding certain payments to the Montanas
 10.20(1) Distribution Agreement dated June 18, 1996 by and between
          America's Best Karate and InteliQuest
 10.21(1) Distribution Agreement, dated May 6, 1997, by and between KTEH,
          San Jose Public Television and American Champion Media, Inc.
 10.22(1) Letter Agreement, dated June 1997, between AC Media, Inc. and
          Sega of America, Inc.


 10.23(1) Business Loan Agreement between America's Best Karate and Karen
          Shen
 10.24(1) Business Loan Agreement between America's Best Karate and Thomas
          J. Woo
 10.25(2) Licensing Agent Agreement, dated July 25, 1997, between American
          Champion Media, Inc. and Sega of America, Inc.
 10.26(3) Continuous Distribution Agreement dated April 20, 1998 between
          KTEH, San Jose and American Champion Media, Inc.
 10.27(3) Sponsorship Agreement dated April 29, 1998 between Sara Lee
          Corporation and American Champion Media, Inc.
 10.28(3) Engagement Agreement dated April 24, 1998 between JW Charles
          and American Champion Entertainment, Inc.
 10.29(5) Amendment to Employment Agreement with George Chung, dated July 1,
          1998
 10.30(5) Amendment to Employment Agreement with Anthony Chan, dated July 1,
          1998
 10.31(5) Amendment to Employment Agreement with Don Berryessa, dated July 1,
          1998
 10.32(5) Amendment to Employment Agreement with Jan Hutchins, dated July 1,
          1998
 10.33(5) Amendment to Employment Agreement with Mae Lyn Woo, dated July 1,
          1998
 10.34(5) Amendment to Employment Agreement with Kristen Simpson, dated July 1,
          1998
 10.35(6) International Distribution Agreement with Portfolio Entertainment
          dated August 19, 1998
 10.36(6) Video Distribution Agreement for the Kanga Roddy Series with Kreative
          Video Products dated August 19, 1998
 10.37(6) Video Distribution Agreement for the Montana Exercise Video with
          Kreative Video Products dated August 21, 1998
 10.38(8) Consultant Agreement between Olympia Partners, LLC, Dalton Kent
          Securities Group, Inc. and American Champion Entertainment, Inc.
 10.39(8) Merchant Licensing Agreement between Timeless Toys and American
          Champion Media, Inc.
 10.40(8) Loan Agreement between Olympia Partners and American Champion
          Entertainment, Inc.
 10.41(8) SEGA Agreement termination letter.
 10.42(8) Consultant Agreement between American Champion Entertainment, Inc.
          and Trademark Management
 10.43    Termination of Kreative Video Products, Inc.
 10.44    Video Products distribution agreement between Fast Forward
          Marketing, Inc. and American Champion Entertainment. Inc.
 10.45    Consultant Agreement between Chris Scoggin, LTD. And American
          Champion Entertainment, Inc.
 21.1(1)  Subsidiaries of the Registrant
 23.1(8)  Consent of Moss Adams, LLP
 27.1     Financial Data Schedule (shown on EDGAR format only)


(1)     Filed as an exhibit with the registrant's Form SB-2 filed with the
        SEC on March 21, 1997 or Form SB-2/A filed March 3 and June 20, 1997
        And incorporated by  reference herein.

(2)     Filed as an exhibit with the registrant's Form 10-KSB filed with the
        SEC on March 30, 1998 and incorporated by reference herein.

(3)     Filed as an exhibit with the registrant's Form 10-QSB filed with the
        SEC on May 15, 1998 and incorporated by reference herein.

(4)     Filed as an exhibit with the registrant's Form S-3 filed with the SEC
        On August 3, 1998 and incorporated by reference herein.

(5)     Filed as an exhibit with the registrant's Form 10-QSB filed with the
        SEC on August 7, 1998 and incorporated by reference herein.

(6)     Filed as an exhibit with the registrant's Form 10-QSB filed with the
        SEC on November 16, 1998 and incorporated by reference herein.

(7)     Filed as an exhibit with the registrant's Form S-3 filed with the SEC
        On Feburary 12, 1999 and incorporated by reference herein.

(8)     Filed as an exhibit with the registrant's Form 10-KSB filed with the
        SEC on March 31, 1999 and incorporated by reference herein.

(9)     Filed as an exhibit with the registrant's Form S-3 filed with
        the SEC on July 16, 1999 and incorporated by reference herein.