UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                   FORM 10-QSB

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the Quarterly Period Ended March 31, 1998

[ ]   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)

                        26203 Production Avenue, Suite 5
                            Hayward, California 94545
                            -------------------------
                    (Address of Principal Executive Offices)

                                 (510) 782-8168
                            -------------------------
              (Registrant's Telephone Number, Including Area Code)

                                   (No Change)
                            -------------------------
              (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 .....

<PAGE>

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 .....      Not Applicable ..X..

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 March 31, 1998
---------------------                         --------------------------------
Common Stock, $.0001                                 3,832,345 shares
    par value

Transitional Small Business Disclosure Format (check one)

                  Yes .....       No ..X..


Exhibit Index on Page 27

<PAGE>

                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                                   Form 10-QSB
                                 March 31, 1998

                                TABLE OF CONTENTS


PART I - Financial Information

    Item 1. Financial Statements                                

         Consolidated Balance Sheet
         as of March 31, 1998                                   

         Consolidated Statements of Operations for 
         the three months ended March 31, 1998 and 1997         

         Consolidated Statements of Cash Flows for the
         three month periods ended March 31, 1998 and 1997      

         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 6.  Exhibits and Reports on Form 8-K              


Signatures                                                      

Exhibit Index                                                   

Exhibit                                                         

<PAGE>

                          PART I -FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS.


                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                     Condensed Consolidated Balance Sheets 
<TABLE>
<CAPTION>
                                                 March 31,     December 31,
                                                 1998          1997
                                                 ------------  ------------
<S>                                              <C>           <C>
                     Assets                      (unaudited)
Current assets:
  Cash.......................................       $554,169    $1,795,657
  Account receivable.........................        220,817       220,817
  Loans receivable, related parties..........        114,723       114,773
  Current portion of note receivable                   6,401             0
  Current portion of film costs..............      1,200,000       655,500
  Prepaid expenses and other.................         80,119        96,556
                                                 ------------  ------------
  Total current assets.......................      2,176,229     2,883,303

Property and equipment, net..................        253,176       255,423

Other Assets
  Film costs, net..............................    2,359,574     1,789,917
  Note receivable                                     46,458             0
  Other assets.................................       31,552        35,152
                                                 ------------  ------------
                                                  $4,866,989    $4,963,795
                                                 ============  ============
          Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable and accrued expenses......       $381,047      $199,344
  Deferred revenues, current portion.........        244,912       282,056
  Loans payable, related parties.............         35,503        37,255
  Long-term debt, current portion............          5,183         5,856
  Obligations under capital leases,
    current portion..........................         10,464        10,157
  Other......................................          4,216         4,216
                                                 ------------  ------------
  Total current liabilities..................        681,325       538,884
                                                 ------------  ------------
Long-term liabilities:
  Deferred revenues..........................        163,215       261,464
  Long-term Debt.............................         57,078        58,343
  Obligations under capital leases...........          3,830         6,565
  Other......................................          2,108         4,216
                                                 ------------  ------------
  Total long-term liabilities................        226,231       330,588
                                                 ------------  ------------

Stockholders' Equity:
  Common stock, $.0001 par value, 3,832,345 o.t.   5,529,419     5,529,419
  Common stock warrants......................        149,500       149,500
  Accumulated deficit........................     (1,719,486)   (1,584,596)
                                                 ------------  ------------
  Total stockholders' equity ................      3,959,433     4,094,323
                                                 ------------  ------------
                                                  $4,866,989    $4,963,795
                                                 ============  ============
</TABLE>
                      See accompanying notes. 

<PAGE>

                        AMERICAN CHAMPION ENTERTAINMENT, INC.
                   Condensed Consolidated Statements of Operations
                                  (unaudited)
<TABLE>
<CAPTION>
                                     Three Months Ended
                                         March 31,
                                    ---------------------
                                    1998       1997
                                    ---------- ----------
<S>                                 <C>        <C>
REVENUE:
  Tuition and related fees.........  $126,905   $255,950
  Accessories and video sales......    13,401     22,238
  Film income......................   215,000       --
  Interest income..................    26,692       --
                                    ---------- ----------
  Total revenue....................   381,998    278,188
                                    ---------- ----------
COSTS AND EXPENSES:
  Cost of sales....................     8,711     14,572
  Amortization of film costs.......    73,332       --
  Salaries and payroll taxes.......   215,634    193,028
  Rent.............................    84,616    124,299
  Selling, general and
    administrative.................   236,117     55,878
  Interest.........................     8,901     50,385
                                    ---------- ----------
  Total costs and expenses.........   627,311    438,162
                                    ---------- ----------
Net Loss From Operations............($245,313) ($159,974)

Gain On Sale Of Studio                115,473          0

Net Loss Before Income Tax           (129,840)  (159,974)

Income Tax                              5,050          0

Net Loss                             (134,890)  (159,974)

Accumulated Deficit                (1,719,486) (1,584,596)

Weighted average number of shares 
  outstanding......................  3,832,345  2,515,700
                                    ========== ==========

Net loss per share.................    ($0.04)    ($0.06)
                                    ========== ==========
</TABLE>
                      See accompanying notes. 

<PAGE>

                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                 Condensed Consolidated Statements of Cash Flows
                                  (unaudited)
<TABLE>
<CAPTION>
                                                       Three Months Ended
                                                           March 31,
                                                      -----------------------
                                                      1998        1997
                                                      ----------- -----------
<S>                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................       ($134,890)  ($159,974)
Adjustments to reconcile net loss to
  net cash used for operating activities:
    Gain on sale of studio......................       ($115,473)         $0
    Depreciation and amortization...............          88,805      12,782
    Interest amortization, debt issue costs.....               0      20,998
    Rent concession amortization................          (2,108)     (1,054)
Decrease in:
  Prepaid expenses and other....................          20,087       4,053
Increase in:                                         
  Accounts payable and accrued expenses.........         181,703     (12,761)
  Deferred revenues.............................         (72,779)    (65,358)
                                                      ----------- -----------
     Net cash used for operating activities.....         (34,655)   (201,314)
                                                      ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..............         (13,226)      --
Payments for film costs.........................      (1,187,489)    (33,189)
Advances to stockholders........................               0     (21,278)
Deposits........................................               0       4,694
                                                      ----------- -----------
     Net cash used for investing activities.....      (1,200,715)    (49,773)
                                                      ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stocks.........               0     248,020
Deferred Offering costs.........................               0     (91,418)
Proceeds of short-term debts....................               0      (4,430)
Payments of loans from related parties                    (1,752)    103,142
Payments on long-term debt......................          (1,938)    (11,921)
Principal payments on capital leases............          (2,428)     (5,494)
                                                      ----------- -----------
     Net cash provided by financing activities..          (6,118)    237,899
                                                      ----------- -----------
NET INCREASE IN CASH............................      (1,241,488)    (13,188)
CASH, beginning of period.......................       1,795,657      28,763
                                                      ----------- -----------
CASH, end of period.............................        $554,169     $15,575
                                                      =========== ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the year for:
    Interest....................................          $8,901     $25,552

    State income taxes..........................          $5,050        $800


</TABLE>

NON-CASH TRANSACTIONS
  During the three months ended March 31, 1998, the Company sold a karate
  studio in which the Company received a note receivable with a net
  present value of $52,859 and wrote off deferred revenue of $62,614.

                      See accompanying notes. 

<PAGE>

PART I -        FINANCIAL INFORMATION

Notes to Consolidated Financial Statements


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.

Significant accounting policies of the Company are set forth in the
Company's financial statements for the year ended December 31, 1997
included in the Company's Form 10-KSB as filed with the  Securities and
Exchange Commission ("SEC") on March 30, 1998.


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 March 31, 1998 and the  results of its operations and its
cash flows for the three months  periods ended March 31, 1998 and 1997. 
The accompanying  unaudited financial statements should be read in
conjunction with  the financial statements and notes for the year ended
December  31, 1997 included in the Company's Form 10-KSB as filed with the 
SEC on March 30, 1998.

<PAGE>

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.



Note 4 - Film Costs

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

Television program             
         Adventures With Kanga Roddy                          $3,529,610
         Videos
           Montana Exercise Video                                148,253
           Strong Mind Fit Body                                   18,042
                                                                --------
                                                               3,695,905
                                                                --------
         Less accumulated depreciation                           136,331
                                                                --------
                                                               3,559,574

         Less current portion of film costs                    1,200,000
                                                                --------
         Long-term portion of film costs                      $2,359,574
                                                              ========== 


Production of the first seven episodes of The Adventures of Kanga Roddy was
completed during 1997. Six additional episodes were  completed during the three
months ended March 31, 1998. Both  videos were completed in 1996, but only the
Strong Mind Fit Body  video has been released.

<PAGE>

Note 5 - Related Party Transactions

Advances to stockholders were $114,723 at March 31, 1998.

In November 1996, the Company agreed to pay to two participants 
of the Montana Exercise Video the sum of $50,000 from the 
proceeds of the intended initial public offering and another 
$50,000 will be paid 30 days prior to the release date. These two 
participants are stockholders of the Company.



Note 6 - Sale of Karate Studio

During the three months ended March 31, 1998, the Company sold a 
karate studio to the general manager. The Company received a note 
receivable of $52,859 due in 70 monthly payments of $1,000 
including interest imputed at 10%. The Company has guaranteed 
payments of the studio lease which are $4,673 per month through
March 2000. The Company retained all advance payments of 
enrollment fees which were $156,536 at March 31, 1998; however,
the Company is liable for any future refunds to students enrolled
prior to March 31, 1998. The Company reduced the liability for
advance payments of enrollment fees to $94,000 which is included
in deferred revenue. Management will evaluate this liability
quarterly in light of cancellations to date and expected future
cancellations.

Note 7 - Subsequent Events

Subsequent to the end of the quarter, the Company entered into an
Engagement Agreement with a finder for equity financing.  Terms
are yet to be determined.



<PAGE>

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 the
television viewer 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 March 31, 1998. 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 March 31, 1998, the  Company's
total revenue increased to $381,998, an increase of $103,810  or 37% as
compared to total revenue for the three months ended  March 31, 1997 of
$278,188.

        The Company's revenues from the operation of its karate studios  for
the three months ended March 31, 1998 was $126,905, a decrease of  50% from
revenues of $255,950, for the three months ended March 31,  1997.  The decrease
is attributable to the reduction in the number of  karate studios.  In 1997,
the Company closed five schools, two in  Nevada and three in California which
were not operating profitably.  On  March 31, 1998, the Company sold a studio
to a former employee of the  Company for $52,859 which was paid in the form of
a promissory note  which provides for 70 monthly payments of $1,000 including
interest.

        For the three months ended March 31, 1998, the Company recognized 
$215,000 in film income.  Film income was derived from the delivery
of six episodes of the television show "Adventures with  Kanga Roddy"
to KTEH pursuant to the Distribution Agreement with KTEH  dated May 6, 1997

<PAGE>

        The Company's interest income of $26,692 was earned from  investment of
the proceeds from the Company's initial public offering.

        Costs and Expenses.  The Company's revenue from its karate  studios and
film business were offset by amortization of film costs of  $73,332, calculated
in proportion to the revenue generated by the  television show in this first
quarter to total expected revenues from the television show.

        The Company's expenses for salaries and payroll taxes increased  by
$22,606 or 12% for the three months ended March 31, 1998 from  $193,028 for the
comparable period in 1997.  The increase was mainly  the result of increases in
administrative, film production and  marketing personnel.  Total selling,
general and administrative  expenses increased by $180,239 for the three months
ended March 31,  1998 from $55,878 for the comparable period in 1997.  This
increase is  primarily due to promotional expenses related to the television
show,  depreciation of production equipment and legal and accounting fees.

        Interest expense decreased $41,484 or 82% for the three months  ended
March 31, 1998 from $50,385 for the comparable period in 1997.    This decrease
in expense is attributable to the payoff of loans in 1997  with proceeds from
the Company's IPO.  Rent expense also decreased to  $84,616 for the three month
period ended March 31, 1998 from $124,299  for the comparable period in 1997, a
decrease of 32%.  The decrease in  rent expense is primarily attributable to
the closure of karate  studios.

        As a result of the foregoing factors, the Company's net loss  decreased
by $25,084 or 16% from $159,974 for the three months ended  March 31, 1997 to
$134,890 for the three months ended March 31, 1998.   Net loss per share
decreased from $0.06 for the three months ended  March 31, 1997 to $0.04 for
the comparable period in 1998.  Weighted  average number of shares outstanding
increased from 2,515,700 for the  three months ended March 31, 1997 to
3,832,345 for the comparable period in 1998 due to the Company's initial public
offering in August 1997.

Liquidity And Capital Resources

        Cash decreased for the three months ended March 31, 1998 by  $1,241,488
of which $1,200,715 was for investing activities related to  the production of
the Adventures With Kanga Roddy show.  Net operating  cash loss was $34,655 and
the balance of $6,118 was used in financing activities.

        As of March 31, 1998, total long-term debt was $62,261 and loans 
payable to related parties was $35,503.  In addition, deferred revenues were
$244,912 (current portion) and $163,215 (long-term liabilities) at  March 31,
1998.  Deferred revenues are primarily pre-paid tuition for  the karate studios
which cannot be immediately recognized.  In  connection with the sale of the
studio discussed above, the Company  retained all advance payments of tuition
which were $156,536 at March  31, 1998 but adjusted this for future estimated
refunds to students enrolled  prior to March 31, 1998 to $94,000.  This amount
is included in deferred revenue.

Recent Developments

On April 20, 1998, the Company entered into a Continuing  Distribution
Agreement with KTEH for the distribution of 26 more half- hour Kanga Roddy
shows and two one-hour specials.  Under the Continuing  Distribution Agreement,
KTEH receives the exclusive domestic broadcast  rights to the new episodes for
two years and agrees to pay the Company  $30,000 for each half-hour program and
$60,000 for each of the two one- half hour shows.  In anticipation of its need
for additional working  capital to produce the additional 28 episodes of the
Kanga Roddy  series, the Company engaged JW Charles Securities, Inc. on April
24,  1998 to assist the Company in identifying sources of financing.  There 
can be no assurance that such financing will be available, or, if  available,
will be on terms satisfactory to the Company or not dilutive  of existing
shareholders.

        On April 29, 1998, the Company executed a sponsorship agreement  with
Sara Lee Corporation, the parent company of Hanes, which provides  for Hanes'
corporate sponsorship of the Adventures With Kanga Roddy  show.  It is
anticipated that basketball legend Michael Jordon will  star in the Hanes
campaigns.

<PAGE>

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On April 24,1998, the Company filed a Complaint for Declaratory  Relief in the
U.S. District Court, Northern District of California,  against William Charles
Jeffreys, requesting a judicial determination  of the Company's rights in
certain intellectual property associated  with the Adventures with Kanga Roddy
show, and that Mr. Jeffreys has no  such rights.   The Company disputes all
claims of Mr. Jeffreys to an  interest  in certain of the Company's
intellectual property and intends  to vigorously protect its ownership and
rights to such intellectual  property.


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

        (a)     Exhibits.  See the Exhibit Index beginning on page 15.

        (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:  May 15, 1998                By:  /s/ Anthony K. Chan
                                        Anthony K. Chan, Chief Executive Officer
                                        and Chief Financial Officer


<PAGE>

                           INDEX TO EXHIBITS

Exhibit No.                 Exhibit


   1.1*     Form of Underwriting Agreement 
   3.1*     Amended and Restated Certificate of Incorporation 
   3.2*     Bylaws 
   4.1*     Specimen stock certificate 
   4.2*     Warrant Agreement with form of Warrant 
   4.3*     Form of Underwriters' Warrant 
   5*       Opinion of Sheppard, Mullin, Richter & Hampton LLP 
  10.1*     1997 Stock Plan 
  10.2*     Form of Stock Option Agreement for 1997 Stock Plan 
  10.3*     1997 Non-Employee Directors Stock Option Plan 
  10.4*     Form of Non-Employee Directors Stock Option Agreement 
  10.8*     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*     Employment Agreement between the Company and George Chung dated
            March 4, 1997, effective upon the closing date of the Offering
  10.10*    Employment Agreement between the Company and Anthony Chan dated
            March 4, 1997, effective upon the closing date of the Offering
  10.11*    Employment Agreement between the Company and Don Berryessa dated
            March 4, 1997, effective upon the closing date of the Offering
  10.12*    Employment Agreement between the Company, AC Media and Jan
            Hutchins dated March 4, 1997, effective upon the closing date of
            the Offering
  10.13*    Convertible Loan Agreement dated as of May 5, 1995, between ABK
            and David Y. Lei
  10.15*    Amended Deal Memo between ABK and Rick Fichter dated February
            23, 1997, with respect to payments related to the Kanga Roddy
            Series 
  10.17*    Form of Indemnification Agreement 
  10.19*    Letter dated October 29, 1996 from the Company to Tim Pettitt
            regarding certain payments to the Montanas 
  10.20*    Distribution Agreement dated June 18, 1996 by and between
            America's Best Karate and InteliQuest
  10.21*    Distribution Agreement, dated May 6, 1997, by and between KTEH,
            San Jose Public Television and American Champion Media, Inc.
  10.22*    Letter Agreement, dated June 1997, between AC Media, Inc. and
            Sega of America, Inc.
  10.23*    Business Loan Agreement between America's Best Karate and Karen
            Shen
  10.24*    Business Loan Agreement between America's Best Karate and Thomas
            J. Woo
  10.25**   Licensing Agent Agreement, dated July 25, 1997, between American
            Champion Media, Inc. and Sega of America, Inc.
  10.26     Continuous Distribution Agreement dated April 20, 1998 between
            KTEH, San Jose and American Champion Media, Inc.
  10.27     Sponsorship Agreement dated April 29, 1998 between Sara Lee
            Corporation and American Champion Media, Inc.
  10.28     Engagement Agreement dated April 24, 1998 between JW Charles
            and American Champion Entertainment, Inc.
  21.1*     Subsidiaries of the Registrant 
  23.1**    Consent of Moss Adams, LLP
  27.1      Financial Data Schedule


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

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

<PAGE>