SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC 20549

                              Form 1O-QSB
         [X]   Quarterly Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934
               For the Quarterly Period Ended September 30, 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 Identification Number)
   Incorporation or Organization)                              

          1694 The Alameda, Suite 100, San Jose, California 95126-2219
                              (408) 288-8199
   (Registrant's Address of Principal Executive Offices and Telephone Number)

                               (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 .....   

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 September 30, 1998
------------------------------              -----------------------------
Common Stock, $.0001 par value                     3,844,285 shares

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

                          Exhibit Index on Page 25

<PAGE>

                     AMERICAN CHAMPION ENTERTAINMENT, INC.
                                Form 10-QSB
                             September 30, 1998




                              TABLE OF CONTENTS




PART I -        Financial Information                                   Page

    Item 1. Financial Statements                                          3

            Consolidated Balance Sheet as of September 30, 1998           3

            Consolidated Statements of Operations for 
            the three month periods and the nine month periods 
            ended September 30, 1998 and 1997                             4

            Consolidated Statements of Cash Flows for
            the nine month periods end September 30, 1998 and 1997        5

            Notes to Consolidated Financial Statements                    7

    Item 2. Management's Discussion and analysis of
            Financial Condition and Results of Operations                10


PART II -       Other Information

    Item 1. Legal Proceedings                                            12

    Item 6. Exhibits and Reports on Form 8-K                             12


Signatures                                                               12


Exhibit Index                                                            13


Exhibits                                                                 15

<PAGE>

PART I -        FINANCIAL INFORMATION

ITEM 1- Financial Statements - (unaudited)

                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                     Condensed Consolidated Balance Sheets 
<TABLE>
<CAPTION>
                                                 September 30, December 31,
                                                 1998          1997
                                                 ------------  ------------
<S>                                              <C>           <C>
                     Assets                      (unaudited)
Current assets:
  Cash.......................................       $178,021    $1,795,657
  Account receivable.........................          9,440       220,817
  Loans receivable, related parties..........        113,973       114,773
  Current portion of note receivable                   6,401             0
  Current portion of film costs..............      1,200,000       655,500
  Prepaid expenses and other.................         99,497        96,556
                                                 ------------  ------------
  Total current assets.......................      1,607,332     2,883,303

Property and equipment, net..................        421,153       255,423

Other Assets
  Film costs, net..............................    3,471,597     1,789,917
  Note receivable                                     46,458             0
  Other assets.................................       34,852        35,152
                                                 ------------  ------------
                                                  $5,581,392    $4,963,795
                                                 ============  ============
          Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable and accrued expenses......       $576,764      $199,344
  Deferred revenues, current portion.........        137,759       282,056
  Loans payable, related parties.............        150,864        37,255
  Long-term debt, current portion............          6,307         5,856
  Obligations under capital leases,
    current portion..........................         10,945        10,157
  Other......................................          4,216         4,216
                                                 ------------  ------------
  Total current liabilities..................        886,855       538,884
                                                 ------------  ------------
Long-term liabilities:
  Deferred revenues..........................         55,179       261,464
  Long-term Debt.............................      1,069,037        58,343
  Obligations under capital leases...........         89,392         6,565
  Other......................................          2,108         4,216
                                                 ------------  ------------
  Total long-term liabilities................      1,215,716       330,588
                                                 ------------  ------------

Stockholders' Equity:
  Common stock, $.0001 par value, 3,832,345 o.t.   5,573,716     5,529,419
  Common stock warrants......................        275,775       149,500
  Accumulated deficit........................     (2,370,670)   (1,584,596)
                                                 ------------  ------------
  Total stockholders' equity ................      3,478,821     4,094,323
                                                 ------------  ------------
                                                  $5,581,392    $4,963,795
                                                 ============  ============
</TABLE>
                      See accompanying notes. 

<PAGE>

                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                   Condensed Consolidated Statements of Operations
                                  (unaudited)
<TABLE>
<CAPTION>
                                     Three Months Ended     Nine Months Ended
                                         September 30,          September 30,
                                    ---------------------  ---------------------
                                    1998       1997        1998       1997
                                    ---------- ----------  ---------- ----------
<S>                                 <C>        <C>         <C>        <C>
REVENUE:
  Tuition and related fees.........   $53,048   $249,034    $371,980   $676,446
  Accessories and video sales......    13,191     14,459      36,067     54,209
  Film income......................    47,499       --       294,166          0
  Interest income..................       625     29,136      29,723     29,136
                                    ---------- ----------  ---------- ----------
  Total revenue....................   114,363    292,629     731,936    759,791
                                    ---------- ----------  ---------- ----------
COSTS AND EXPENSES:
  Cost of sales....................     1,878     10,122      15,870     36,097
  Amortization of film costs.......    21,973       --       106,993          0
  Salaries and payroll taxes.......   237,627    200,145     636,213    581,283
  Rent.............................    90,893    100,408     248,590    334,273
  Selling, general and
    administrative.................   225,707     68,031     615,633    193,043
  Interest.........................    46,575      7,714      64,237    103,544
  Write off of film costs..........         0       --             0          0
  Write off of loan fees...........         0       --             0          0
  Facilities closure costs.........         0     57,000           0     57,000
                                    ---------- ----------  ---------- ----------
  Total costs and expenses.........   624,653    443,420   1,687,536  1,305,240
                                    ---------- ----------  ---------- ----------
Net Loss From Operations............($510,290) ($150,791)  ($955,600) ($545,449)

Gain On Sale Of Studio                 61,503          0     176,976          0

Net Loss Before Income Tax           (448,787)  (150,791)   (778,624)  (545,449)

Income Tax                                  0          0       7,450          0

Net Loss                             (448,787)  (150,791)   (786,074)  (545,449)

Accumulated Deficit              (2,370,670) (1,328,631) (2,370,670) (1,328,631)

Weighted average number of shares 
  outstanding...................... 3,834,529  3,341,360   3,833,073  2,813,086
                                    ========== ==========  ========== ==========

Net loss per share.................    ($0.12)    ($0.05)     ($0.21)    ($0.19)
                                    ========== ==========  ========== ==========
</TABLE>
                      See accompanying notes. 

<PAGE>

                      AMERICAN CHAMPION ENTERTAINMENT, INC.
                 Condensed Consolidated Statements of Cash Flows
                                  (unaudited)
<TABLE>
<CAPTION>
                                                       Nine Months Ended
                                                           Sept 30,
                                                      -----------------------
                                                      1998        1997
                                                      ----------- -----------
<S>                                                   <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................       ($786,074)  ($545,449)
Adjustments to reconcile net loss to
  net cash used for operating activities:
    Gain on sale of studio......................       ($176,976)         $0
    Depreciation and amortization...............         160,746      29,539
    Write off of film costs.....................               0       --
    Interest amortization, debt issue costs.....          25,313      48,772
    Rent concession amortization................          (2,108)     (3,162)
    Loss on property and equipment..............               0         440
    Common stock issued related to salary.......               0      72,225
    Common stock issued related to loan fees....               0      65,000
Decrease in:
  Accounts receivable...........................         211,377       --
  Prepaid expenses and other....................          (3,005)   (145,986)
Increase in:                                                   0           0
  Accounts payable and accrued expenses.........         377,420    (128,122)
  Deferred revenues.............................        (226,465)   (248,002)
  Other liabilities.............................               0       --
                                                      ----------- -----------
     Net cash used for operating activities.....        (419,772)   (854,745)
                                                      ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..............        (129,600)   (126,593)
Payments for film costs.........................      (2,334,513)   (848,687)
Payments on loans receivable, related parties...           1,164     (27,579)
Deposits........................................               0      16,705
                                                      ----------- -----------
     Net cash used for investing activities.....      (2,462,949)   (986,154)
                                                      ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stocks.........               0   6,748,020
Proceeds from issuance of warrants..............          16,900     149,500
Deferred Offering costs.........................               0  (1,314,870)
Rescission of common stock......................               0       --
Proceeds of short-term debts....................               0    (102,112)
Proceeds (payments) of loans from related
  parties.......................................         113,609    (292,017)
Proceeds (payments) on long-term debt...........       1,139,504     (65,344)
Principal payments on capital leases............          (4,928)    (23,022)
                                                      ----------- -----------
     Net cash provided by financing activities..       1,265,085   5,100,155
                                                      ----------- -----------
NET INCREASE IN CASH............................      (1,617,636)  3,259,256
CASH, beginning of period.......................       1,795,657      28,763
                                                      ----------- -----------
CASH, end of period.............................        $178,021  $3,288,019
                                                      =========== ===========

  Cash paid during the year for:
    Interest....................................         $51,738     $67,782
    State income taxes..........................           5,050       1,600

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Equipment acquired through capital lease....          88,500           0
    Warrants isssued in connection with debentures       109,375           0
    Loan fees associated with debentures                 102,800           0
    Debentures converted to common stock                  44,300           0
    Common stock issued for short-term debt                    0      27,000
    Debts converted to equity                                  0     133,500
    Common stock to be issued related to film costs            0      26,000

</TABLE>
                      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 September 30, 1998 and 
the results of its operations and its cash flows for the nine 
months periods ended September 30, 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                          $4,676,633
         Videos
           Montana Exercise Video                                148,253
           Strong Mind Fit Body                                   18,042
                                                                --------
                                                               4,842,928
                                                                --------
         Less accumulated depreciation                           171,331
                                                                --------
                                                               4,671,597

         Less current portion of film costs                    1,200,000
                                                                --------
         Long-term portion of film costs                      $3,471,597
                                                              ========== 


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.  
Production for another seven episodes started in September 1998 
and was completed on October 20, 1998.

Both videos were completed in 1996, but only the Strong Mind Fit 
Body video has been released.



Note 5 - Related Party Transactions

Advances to stockholders were $113,973 at September 30, 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.

<PAGE>

Note 6 - Sale of Karate Studios

During the three months ended September 30, 1998, the Company 
sold two karate studios to their managers, one in Danville and 
one in Newark.

For the Danville studio, the Company received a note receivable 
of $22,980 due in 60 monthly payments of $383 beginning October 
1, 1998. The Company retained all advance payments of enrollment 
fees which were $61,805.51 on September 30, 1998; however, the 
Company is liable for any future refunds to students enrolled 
prior to August 31, 1998. The Company reduced the liability for 
advance payments of enrollment fees to $38,475 which is included 
in deferred revenue. 

For the Newark studio, the Company received $1 and retained all 
advance payments of enrollment fees which were $37,591.72 on 
September 30, 1998; however, the Company is liable for any future 
refunds to students enrolled prior to September 30, 1998. The 
Company reduced the liability for advance payments of enrollment 
fees to $27,386 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 September 30, 1998, the Company sold 
$1,250,000 in convertible debentures to two investors. The terms 
of this transaction were filed by the Company on Form S-3 with 
the SEC on August 12, 1998. The proceeds from which will be used 
for production expenses.


Note 8 - Home Video Distributor and International TV Distributor

In August 1998, the Company signed non-exclusive contracts with 
Kreative Video Products, Inc. of Chatsworth, California, for the 
domestic distribution of the Kanga Roddy series and the Montana 
Exercise Video.  The Kanga Roddy series will be released in the 
fourth quarter 1998 while the Montana Exercise Video is slated 
for early 1999 release.

In the same month, the Company signed an exclusive contract with 
Portfolio Entertainment of Toronto, Ontario, for the 
international TV distribution of the Kanga Roddy series.


Note 9 - Subsequent Events

Subsequent to the end of the quarter, the Company completed the 
sale of the remainder of convertible debentures in the amount of 
$550,000 to two additional investors.


Note 10 - Year 2000

Management has assessed the Company's Year 2000 issued and has 
determined that the consequences of its Year 2000 issues would 
not have a material effect on the Company's business, results of 
operations, or financial conditions.

<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 September 30, 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 September 30, 1998, the 
Company's total revenue decreased to $114,363, a decrease of $178,266 
or 61% as compared to total revenue for the three months ended 
September 30, 1997 of $292,629.  This decrease is mainly due to the 
closure of the Company's karate studios, including two studios which 
were sold to former employees within this quarter. Film income derived 
from sponsorship revenue for the television show "Adventures With 
Kanga Roddy" partially offset the decrease in total revenue.

        The Company's revenues from the operation of its karate studios 
for the three months ended September 30, 1998 was $53,048, an decrease 
of 79% from revenues of $249,034, for the three months ended 
September 30, 1997.  The decrease is attributable to closure of the 
Company's karate studios.

        For the three months ended September 30, 1998,  film income was
$47,499.  Film income was derived from  sponsorship revenue for the television
show "Adventures  With Kanga Roddy". On April 29, 1998, the Company executed a 
sponsorship agreement with Sara Lee Corporation, the parent company of  Hanes
Corporation ("Hanes"), which provides for Hanes' corporate sponsorship of the 
"Adventures With Kanga Roddy" show.  The sponsorship amount was $95,000 for the
sponsorship period from May 1998 through October 1998.

<PAGE>

        Costs and Expenses.  Revenue from the Company's karate 
studios and film business was offset by the amortization of film costs of 
$21,973, calculated in proportion to the revenue generated by the 
television show in this third quarter to total expected revenues from 
the television show.

        The Company's expenses for salaries and payroll taxes increased  by
$37,482, or 19%, to $237,627 for the three months ended September 30, 1998,
from $200,145 for the comparable period in 1997.  The increase was the 
combined result of a decrease in karate studio personnel offset by an  increase
in administrative and marketing personnel.  

        Rent expense decreased by $9,515, or 9%, to $90,893 for the three
months ended  September 30, 1998, from $100,408 for the comparable period in
1997.   The decrease is due to the closure of karate studios, but is partially 
offset by the increased expense of the new Company's new corporate office which
the  Company has occupied since the end of July 1998. The Company currently 
operates a total of two studios in California.

        Total selling, general and administrative expenses increased by 
$157,676, or 232%, to $225,707 for the three months ended September 30, 1998,
from  $68,031 for the comparable period in 1997.  This increase is primarily 
due to increased promotional expenses related to the television show, 
depreciation of production equipment and legal and accounting fees.

        Interest expense increased $38,861 to $46,575 for the three months
ended  September 30, 1998, from $7,714 for the comparable period in 1997.   
This increase is attributable to accrued interest on debentures the Company
sold during this quarter.

        As a result of the foregoing factors, the Company's net loss for  the
three months ended September 30, 1998 was $448,787 which  represented an
increase of $297,996 or 198%, from $150,791 for the  comparable period in
1997.  Net loss per share increased to $0.12 for  the three months ended
September 30, 1998 from $0.05 for the comparable  period in 1997.  Weighted
average number of shares outstanding  increased to 3,834,529 for the three
months ended September 30, 1998  from 3,341,360 for the comparable period in
1997, due to shares issued upon the conversion of convertible debentures sold
by the Company during this quarter.


Liquidity And Capital Resources

        Cash decreased for the nine months ended September 30, 1998 by 
$1,617,636 to $178,021.  The decrease in cash is attributable to $2,334,513 of
investments in the production of Adventures With Kanga Roddy, offset by
$1,265,085 which was raised by the Company through financing activities.  Net
operating cash loss was $419,772.

        As of September 30, 1998, total long-term debt was $1,075,344 and 
loans payable to related parties was $150,864.  In addition, deferred 
revenues were $137,759 (current portion) and $55,179 (long-term 
liabilities) at September 30, 1998.  Deferred revenues represent pre-paid 
tuition for the karate studios and booked revenue from sponsorship 
activities and cannot be immediately recognized.  

        Due to the closure of the Company's two karate studios in Las 
Vegas, lease obligations were restructured with the property 
owners.  For these two leases, the Company is obligated to pay a total 
of approximately $4,150 monthly until April 2000, and thereafter $1,500 
monthly until November 2002.

<PAGE>

Recent Developments

        On November 3, 1998 the Company completed the sale of $550,000 of 
convertible debentures to two investors pursuant to a private offering in
which, to date, the Company raised an aggregate of $1,800,000.  Proceeds will
be used for the  production of Adventures With Kanga Roddy.


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.  Mr. Jeffreys filed an answer
to the Company's complaint on  June 15, 1998 along with a counterclaim.  On
July 6 the Company filed  an answer to Mr. Jeffreys counterclaim.  The Company
contests all of Mr. Jeffreys' claims to an interest  in certain of the
Company's  intellectual property and intends to vigorously protect its
ownership  and rights to such intellectual property.

On July 28, 1998, in a correspondence written to Mr. Jeffreys' 
attorney, an examiner of the Performing Arts Section of the Library of 
Congress stated: "Examination of the facts presented does not establish 
a basis for considering Mr. Jeffreys' contributions to this work to be 
copyrightable. Lacking such basis, we will refuse registration."  
Subsequently on September 2, 1998, Mr. Jeffreys filed an amended 
counterclaim in which his claim against the Company for copyright 
infringement has been dropped.


Item 6.  Exhibits and Reports on Form 8-K.
        (a)     Exhibits.  See the Exhibit Index beginning on page 24.

        (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:  November 16, 1998      By:         /s/ Anthony K. Chan             
                                   Anthony K. Chan, Chief Executive Officer   

<PAGE>

                           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
 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    International Distribution Agreement with Portfolio Entertainment
          dated August 19, 1998
 10.36    Video Distribution Agreement for the Kanga Roddy Series with Kreative
          Video Products dated August 19, 1998
 10.37    Video Distribution Agreement for the Montana Exercise Video with
          Kreative Video Products dated August 21, 1998


 21.1(1)  Subsidiaries of the Registrant 
 23.1(2)  Consent of Moss Adams, LLP
 27.1     Financial Data Schedule


(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.

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