U. S. Securities and Exchange Commission


                             Washington, D.C. 20549


                                   Form 10-QSB


(Mark One)
[ x ]            QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ......December 31, 1996..........................

[     ]        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

For the transition period from .........................to......................
     Commission file number .......................0-19499 .....................

 ..........................Champion Financial Corporation.......................
                    (Exact name of small business issuer as
                            specified in its charter)

              Utah                                        88-0169547
  (State or other jurisdiction                         (I.R.S. employer
of incorporation or organization)                     identification no.)

                                19 Hillsyde Court
                          Cockeysville, Maryland 21030
                    (Address of principal executive offices)

                      ...........(410) 628-0040 ..........
                           (Issuer's telephone number)

    ......................................................................
              (Former name, former address and former fiscal year,
                          if changed since last report)

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 CORPORATE ISSUERS

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of the last practicable date:  .......Common stock, $0.001 par
value, 2,819,302 outstanding as of December 31, 1996 ....
                                       -1-
<PAGE>
                         CHAMPION FINANCIAL CORPORATION
                                      Index












Part I:  Financial Information

    Item 1.  Financial Statements

       Balance Sheets as of December 31, 1996 and March 31, 1996

       Statement of Stockholders'  Equity for the Nine Months Ended December 31,
         1996

       Statements of Operations for the Three and Nine Months Ended December 31,
         1996 and December 31, 1995

       Statements of Cash Flows for the Nine Months Ended  December 31, 1996 and
         December 31, 1995

       Notes to Financial Statements


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



Part II:  Other Information

    Signatures
                                       -2-
<PAGE>
                          PART I: FINANCIAL INFORMATION
<PAGE>
                         CHAMPION FINANCIAL CORPORATION
                                 Balance Sheets
<TABLE>
<CAPTION>

                                                                  December 31,
                                                                      1996         March 31,
                                                                  (UNAUDITED)         1996
                                                                  -----------      ---------


                     Assets

<S>                                                                <C>            <C> 
Current Assets
  Cash                                                                     $0           $469
  Prepaid expenses                                                          0            348
                                                                  -----------      ---------
       Total Current Assets                                                 0            817
                                                                  -----------      ---------



Property and Equipment
  Office furniture and equipment                                       80,629         80,629
  Less:  Accumulated depreciation                                     (15,975)        (9,128)
                                                                  -----------      ---------
    Net Property and Equipment                                         64,654         71,501
                                                                  -----------      ---------

Other Assets
  Loan receivable and investments                                       4,400          4,400
  Pre-acquisition costs                                               113,952              0
                                                                  -----------      ---------
    Total Other Assets                                                118,352          4,400
                                                                  -----------      ---------

  Total Assets                                                       $183,006        $76,718
                                                                  -----------      ---------



Statement of Stockholders' Equity

Current Liabilities
  Accounts payable and accrued expenses                              $148,230        $36,649
  Due to related parties  (Note 2)                                          0          6,202
  Current portion of note payable - related party                       8,709          4,809
                                                                  -----------      ---------
    Total Current Liabilities                                         156,939         47,660

Long-Term Debt
  Long-term portion of note payable - related party (Note 2)           15,631         19,531
                                                                  -----------      ---------

Total Liabilities                                                     172,570         67,191
                                                                  -----------      ---------

Stockholders' Equity Common stock, $.001 par value:
    100,000,000  shares authorized;
    2,819,302 shares issued and outstanding
      (619,302 at March 31, 1996)                                       2,819            619
  Additional paid-in capital                                        2,584,450      2,586,650
  Accumulated deficit                                              (2,576,833)    (2,577,742)
                                                                  -----------      ---------
    Total Stockholders' Equity                                         10,436          9,527
                                                                  -----------      ---------

Total Liabilities and Stockholders' Equity                           $183,006        $76,718
                                                                  ===========      =========

</TABLE>
            See accompanying notes to unaudited financial statements.
                                       3
<PAGE>

                         CHAMPION FINANCIAL CORPORATION
                        Statement of Stockholders' Equity
                       Nine Months Ended December 31, 1996
<TABLE>
<CAPTION>
                                                                                             Total
                                                            Additional                       Stock-
                                                 Common      Paid-in       Accumulated      holders'
                                                 Stock       Capital         Deficit         Equity
                                                 ------     -----------------------------------------
<S>                                              <C>        <C>            <C>               <C>    
Balance - March 31, 1996                         $  619     $ 2,586,650    ($2,577,742)      $ 9,527


Net income for the nine months ended
  December 31, 1996 (unaudited)                                                    909           909


Issuance of common stock (Note 4)
  (unaudited)                                      2200          (2,200)                           0
                                                 ----------------------------------------------------

Balance - December 31, 1996 (unaudited)          $2,819     $ 2,584,450    ($2,576,833)      $10,436
                                                 ====================================================
</TABLE>






            See accompanying notes to unaudited financial statements.
                                       4
<PAGE>
                         CHAMPION FINANCIAL CORPORATION
                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                             Three Months Ended       Nine Months Ended
                                                December 31,             December 31,
                                             1996         1995        1996         1995        
                                          ---------    ---------    ---------    ---------        
<S>                                       <C>          <C>          <C>          <C>      
Revenues                                  $       0    $       0    $       0    $       0
                                          ---------    ---------    ---------    ---------        

Operating Expenses
  Consulting and professional                 5,360       38,960       46,311      114,642
  Depreciation                                2,283        2,282        6,847        6,846
  Occupancy and office expense                    0       13,905        2,328       57,602
  Travel and entertainment                        0        5,096            0       34,999
                                          ---------    ---------    ---------    ---------        
     Total Operating Expenses                 7,643       60,243       55,486      214,089
                                          ---------    ---------    ---------    ---------        

Loss from Operations                         (7,643)     (60,243)     (55,486)    (214,089)
                                          ---------    ---------    ---------    ---------        

Other Income (Expense)
  Investment income (loss)                        0      (72,724)           0      (77,824)
  Forgiveness of debt (Note 2)               58,087            0       58,087            0
  Interest and other investment expense        (475)      (1,769)      (1,692)     (18,042)
Unrealized gain (loss) on marketable
     securities                                   0       17,826            0            0
                                          ---------    ---------    ---------    ---------        
     Net Other Income (Expense)              57,612      (56,667)      56,395      (95,866)
                                          ---------    ---------    ---------    ---------        

Income (Loss) Before Income Taxes            49,969     (116,910)         909     (309,955)

Provision for Income Taxes                        0            0            0            0
                                          ---------    ---------    ---------    ---------        

Net Income (Loss)                         $  49,969    ($116,910)   $     909    ($309,955)
                                          =========    =========    =========    ========= 


Net Income (Loss) Per Share               $    .047    $   (.189)   $    .001    $   (.500)
                                          =========    =========    =========    ========= 
</TABLE>






            See accompanying notes to unaudited financial statements.
                                       5
<PAGE>
                         CHAMPION FINANCIAL CORPORATION
                            Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                              Nine Months Ended December 31,
                                                                                                   1996          1995
                                                                                                 ---------    ---------
<S>                                                                                              <C>          <C>       
Cash Flows from Operating Activities                                                             $     909    ($309,955)
  Net income (loss)
  Adjustments to reconcile  net loss to net cash provided by
    (used in) operating activities:
      Depreciation                                                                                   6,847        6,846
      Gain on forgiveness of debt                                                                  (58,087)           0
      Changes in operating assets and liabilities:
        Increase in accounts payable and accrued expenses                                          111,581       62,364
        Other                                                                                          348         (149)
                                                                                                 ---------    ---------
  Net Cash Provided by (Used in) Operating Activities                                               61,598     (240,894)
                                                                                                 ---------    ---------

Cash Flows from Investing Activities
  Purchase of property and equipment                                                                     0      (53,315)
  Pre-acquisition costs                                                                           (113,952)     (32,501)
  Loan receivable and investment                                                                         0       (4,400)
                                                                                                 ---------    ---------
    Net Cash Used in Investing Activities                                                         (113,952)     (90,216)
                                                                                                 ---------    ---------

Cash Flows from Financing Activities
  Net advances from related parties                                                                 51,885      (22,004)
  Reduction of note payable - related party                                                              0       (1,837)
                                                                                                 ---------    ---------
    Net Cash Provided by Financing Activities                                                       51,885      (23,841)
                                                                                                 ---------    ---------

Decrease in Cash                                                                                      (469)    (354,951)

Cash at Beginning of Period                                                                            469      356,755
                                                                                                 ---------    ---------

Cash at End of Period                                                                            $       0    $   1,804
                                                                                                 =========    =========



Supplemental Information:
  Interest paid                                                                                  $       0    $   8,622
                                                                                                 =========    =========

  Income taxes paid                                                                              $       0    $       0
                                                                                                 =========    =========

  Non-cash investing and financing activities:
    Purchase of property and equipment                                                           $       0    $  80,629
    Cash paid                                                                                    $       0    ($ 53,315)
                                                                                                 ---------    ---------
    Note payable - related party                                                                 $       0    $  27,314
                                                                                                 =========    =========
</TABLE>




            See accompanying notes to unaudited financial statements.
                                       6
<PAGE>
                         CHAMPION FINANCIAL CORPORATION
                          Notes to Financial Statements
                                December 31, 1996
                                   (Unaudited)





Note 1:  Interim Financial Statements

        The financial statements for the nine months ended December 31, 1996 and
1995 are unaudited, but in the opinion of management,  such financial statements
have been  presented on the same basis as the audited  financial  statements and
include  all  adjustments,  consisting  only  of  normal  recurring  adjustments
necessary  for a fair  presentation  of the  financial  position  and results of
operations, and cash flows for these periods.

        As  permitted  under  the  applicable   rules  and  regulations  of  the
Securities and Exchange  Commission,  these financial  statements do not include
all  disclosures  normally  included  with  audited  financial  statements  and,
accordingly,  should be read in  conjunction  with the financial  statements and
notes  thereto  and Annual  Report on Form 10-K as of March 31, 1996 and for the
year then  ended.  The  results  of  operations  presented  in the  accompanying
financial  statements are not  necessarily  representative  of operations for an
entire year.



Note 2:  Due to Related Parties

        As of March 31, 1996, the Company was indebted to Risk Resolution Group,
a partnership whose principal  partner is also the principal  stockholder of the
Company, in the amount of $192.

        As of March 31,  1996,  the Company was  indebted to  Infoplan,  Inc., a
corporation whose stockholders are the principal  stockholder of the Company and
her spouse in the amount of  $6,010.  In  addition,  various  advances  totaling
$51,885 were made to the Company during the nine months ended December 31, 1996.

        As of December  31,  1996,  Risk  Resolution  Group and  Infoplan,  Inc.
forgave  the  Company's  obligations  to them.  Consequently,  the  Company  has
recorded other income of $58,087 for the three months ended December 31, 1996.
                                       -7-
<PAGE>
                         CHAMPION FINANCIAL CORPORATION
                          Notes to Financial Statements
                                December 31, 1996
                                   (Unaudited)










Note 3:  Income (Loss) Per Share

        Net  income  (loss) per share of common  stock is based on the  weighted
average number of shares outstanding during the periods presented.



Note 4:  Common Stock

        Pursuant to an Exchange  Agreement  dated December 13, 1996, the Company
issued  2,200,000  shares of $.001 par value common stock to the shareholders of
MPLC,  Inc.  in  exchange  for 100% of the common  stock of MPLC,  Inc.  and the
stockholders'  rights to and interests in an Acquisition  Agreement  between the
Company,  MPLC,  Inc.,  the  shareholders  of Winifred B. Hayes,  Inc.,  and the
shareholders of MPLC, Inc.
                                       -8-
<PAGE>
                         CHAMPION FINANCIAL CORPORATION



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

                Quarter  Ended  December  31,  1996  Compared  to Quarter  Ended
                ----------------------------------------------------------------
                December 31, 1995
                -----------------

                No  revenues  were  earned by the  Company in either the quarter
                ended  December 31, 1996 or the quarter ended December 31, 1995,
                which is a result of the  operating  inactivity  of the  Company
                during  the last two fiscal  years.  The  Company  is  currently
                seeking to restart business operations through the investment in
                Winifred  S.  Hayes,  Inc.  ("Hayes")  and  the  acquisition  of
                National Health Benefits & Casualty  Corporation  ("NHBC").  See
                "Liquidity  and Capital  Resources."  During the  quarter  ended
                December  31,  1995,  the  Company  sold  the  balance  of their
                marketable  equity  securities,  which resulted in an investment
                loss of $72,724.  The  investments  were all  disposed of before
                March 31,  1996.  Therefore,  the Company  earned no  investment
                income during the quarter ended December 31, 1996.

                Operating  expenses  decreased  from $60,243  during the quarter
                ended  December  31,  1995 to $7,643  during the  quarter  ended
                December 31,  1996.  This  decrease  results from the fact that,
                during the quarter ended December 31, 1995, the Company incurred
                substantial  consulting and professional fees ($38,960) in their
                attempts to locate viable acquisition candidates.

                The  Company  had net  income of $49,969  in the  quarter  ended
                December  31,  1996  compared  to a net loss of  $116,910 in the
                quarter ended December 31, 1995. The significant decrease in the
                quarterly  loss results  from:  a.) costs for the  investment in
                Hayes and  substantially  all occupancy and office  expenses are
                being borne by Infoplan,  Inc., a Delaware  corporation owned by
                the principal stockholder of the Company and her spouse, and b.)
                the Company  recorded $58,087 in other income as a result of the
                forgiveness of related party debt.
                                       -9-
<PAGE>
                         CHAMPION FINANCIAL CORPORATION



                Liquidity and Capital Resources

                At  December  31,  1996,  the  Company had no cash and no credit
                facilities.

                On February 12, 1997,  the Company  closed the private  offering
                pursuant to its Private  Placement  Memorandum  dated September,
                1996. The Company received subscriptions totaling $900,000.

                On December 16, 1996, the Company  entered into an Agreement and
                Plan of Reorganization  with the stockholders of National Health
                Benefits & Casualty Corporation (NHBC). NHBC operates a national
                managed  care  organization  and provides  related  services and
                products  designed  to reduce  the  costs of  medical  care.  It
                markets  these  services and  products to  insurance  companies,
                self-insured businesses which maintain employee medical benefits
                plans,  and third parties who administer  employee medical plans
                for such employers.

                On January 14, 1997,  the Company  completed its  acquisition of
                National Health Benefits & Casualty  Corporation (NHBC) pursuant
                to an Agreement and Plan of  Reorganization  dated  December 16,
                1996 between the Company and the shareholders of NHBC. According
                to the terms of the  Agreement,  the  Company  issued  2,200,000
                shares of $.001 par value  common stock to the  shareholders  of
                NHBC in  exchange  for 100% of the  capital  stock of NHBC.  The
                Company  also  contributed  $625,000  of the  proceeds  from the
                private offering to the capital of NHBC. Upon the closing of the
                acquisition,  Mr.  Paul F.  Caliendo  and Mr.  Stephen J. Carder
                became the President and Chief  Executive  Officer and Executive
                Vice president and Chief Financial Officer, respectively.

                In addition,  the Company  acquired  100% of the common stock of
                Three  Rivers  provider  Network  (TRPN)  through an exchange of
                100,000 shares of the Company's $.001 par value common stock.
                                      -10-
<PAGE>
                           PART II: OTHER INFORMATION
<PAGE>
                         CHAMPION FINANCIAL CORPORATION

                           PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

                Not applicable.

Item 2. Changes in Securities

                Not applicable.

Item 3. Defaults Upon Senior Securities

                Not applicable.

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

                None.

Item 5. Other Information

                Not applicable.

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

                (a)     Exhibits.
                        (1)  Exhibit 2
                               A. Agreement and Plan of Reorganization regarding
                                  National    Health    Benefits    &   Casualty
                                  Corporation (Note 1)
                               B. Agreement  and Plan of  Acquisition  regarding
                                  Three Rivers Provider Network, Inc. (Note 2)

                        (2) Exhibit 10
                               A. Exchange  Agreement between Champion Financial
                                  Corporation and stockholders of MPLC, Inc.
                        (3) Exhibit 27 Financial Data Schedules (SEC use only).

                        Note    1:  Incorporated by reference to Exhibit No. 2.1
                                to Form 8-K  Current  Report  dated  January 14,
                                1997.
                        Note    2:  Incorporated by reference to Exhibit No. 2.2
                                to Form 8-K  Current  Report  dated  January 14,
                                1997.
                (b)     The following reports were filed on Form 8-K:
                        (1) On December  19, 1996,  the Company  filed a current
                            report on Form 8-K  disclosing  the payment by MPLC,
                            Inc.,  the  Company's  wholly-owned  subsidiary,  of
                            $350,000 to HAYES,  Incorporated for the acquisition
                            of 560,000 shares of Hayes common stock.
                        (2) On January 29,  1997,  the  Company  filed a current
                            report on Form 8-K disclosing  Changes in Control of
                            Registrant and the  acquisition  of National  Health
                            Benefits and Casualty  Corporation  and Three Rivers
                            Provider Network.

                                      -11-
<PAGE>
                         CHAMPION FINANCIAL CORPORATION






                                   SIGNATURES
                                   ----------


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



                                        CHAMPION FINANCIAL CORPORATION


                                        By: /s/ Paul F. Caliendo
                                            ------------------------------------
                                              Paul F. Caliendo
                                              President and Chief
                                              Executive Officer

                                        Date:    February 14, 1997




                                        By: /s/ Stephen J. Carder
                                            ------------------------------------
                                              Stephen J. Carder
                                              Executive Vice President and
                                              Chief Financial Officer

                                        Date:    February 14, 1997
                                             ---------------------------
                                      -12-