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United States
Securities and Exchange Commission
 Washington, D. C. 20549
 Form 10-KSB
 þ
    
    Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 for
the Fiscal Year Ended December 31, 2007.
 o
    
    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 001-12565
 Champion Communication Services, Inc.
 Delaware
    
    76-0448005(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)1610 Woodstead Court, Suite 120The Woodlands, Texas
    
    77380(Address of Principal Offices)
    
    (Zip Code)(281) 362-0144(Issuers Telephone Number, including area code.)
  Title of Each Class
    
    Name of Exchange on which RegisteredNone
    
    None
  Title of Each Class
    
    Name of Exchange on which RegisteredCommon Stock, par value $.01 per share
    
    None
 o
 þ o
 o
 þ
    o þ




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##### Table of Contents



Champion Communication Services, Inc. and Subsidiaries
 INDEX
 Page NumberPART IItem 1.
    
    Description of Business
    
    
    1Item 2.
    
    Description of Property
    
    
    6Item 3.
    
    Legal Proceedings
    
    
    6Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    6PART IIItem 5.
    
    Market for
Common Equity and Related Stockholder Matters
    
    
    6Item 6.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 7.
    
    Financial Statements
    
    
    9Item 8.
    
    Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    10Item 8A.
    
    Control and Procedures
    
    
    10PART IIIItem 9.
    
    Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16 (a) of the Exchange Act
    
    
    10Item 10.
    
    Executive Compensation
    
    
    12Item 11.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    14Item 12.
    
    Certain
Relationships and Related Transactions, and Director Independence
    
    
    15Item 13.
    
    Exhibits
    
    
    16Item 14.
    
    Principal Accountant Fees and Services
    
    
    17Signatures
    
    
    19Certification by Albert F. Richmond Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    Exhibit 31.1Certification by Pamela R. Cooper Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
    
    
    Exhibit 31.2




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PART I
 
 ITEM 1. DESCRIPTION OF BUSINESS
  THE COMPANY
       1




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2




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COMPETITION
  EMPLOYEES
  RISK FACTORS
  We have no significant assets or financial resources and will likely continue to incur net
operating losses for the indefinite future.
  No agreement for a business combination is in place and there can be no assurance that a business
combination will occur.
  3




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Execution of the Companys current business plan may be limited by the fact that the Company has
only one director, two officers, and no employees.
  Certain conflicts of interest exist between the Company and its officers and director.
  The Company has very limited funds, and such funds may not be adequate to operate the Company, even
on a limited basis.
  There may be limited opportunities and significant competition for business opportunities or
combinations.
  4




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SEC reporting requirements may delay or preclude acquisition.
  Completion of a business combination by the Company will likely result in a change in control and
management.
  Completion of a business combination will likely result in significant dilution to the current
stockholders of the Company.
  The tax treatment of a potential business combination may have adverse effects on the Company.
  Provisions in our charter documents limit your ability to approve or deny matters affecting our
operations and could delay or prevent a change in corporate control.
  5




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ITEM 2. DESCRIPTION OF PROPERTY
   Location
    
    Lease ExpirationHouston, TX
    
    May 2009Washington, DC
    
    July 2009Baltimore, MD
    
    March 2010
 
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
  U. S. OTC Bulletin Board
    
    TSX Venture Exchange(All amounts are in U.S. $)
    
    (All amounts are in CDN $)Quarter Ended
    
    High
    
    Low
    
    High
    
    LowMarch 31, 2006
    
    $
    0.27
    
    
    $
    0.27
    
    
    $
    0.07
    
    
    $
    0.07June 30, 2006
    
    $
    0.38
    
    
    $
    0.38
    
    
    $
    0.05
    
    
    $
    0.05September 30, 2006
    
    $
    0.28
    
    
    $
    0.28
    
    
    $
    0.09
    
    
    $
    0.09
 6




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U. S. OTC Bulletin Board
    
    TSX Venture Exchange(All amounts are in U.S. $)
    
    (All amounts are in CDN $)Quarter Ended
    
    High
    
    Low
    
    High
    
    LowDecember 31, 2006
    
    $
    0.23
    
    
    $
    0.17
    
    
    $
    0.13
    
    
    $
    0.13March 31, 2007
    
    $
    0.39
    
    
    $
    0.39
    
    
    $
    0.275
    
    
    $
    0.275June 30, 2007
    
    $
    0.36
    
    
    $
    0.31
    
    
    $
    0.23
    
    
    $
    0.23September 30, 2007
    
    $
    0.30
    
    
    $
    0.26
    
    
    $
    0.25
    
    
    $
    0.25December 31, 2007
    
    $
    0.40
    
    
    $
    0.39
    
    
    $
    0.28
    
    
    $
    0.28
      (C)Number of SharesRemaining Available for(A)
    
    (B)
    
    Future Issuance UnderNumber of Shares to be
    
    Weighted Average
    
    Equity CompensationIssued Upon Exercise of
    
    Exercise Price of
    
    Plans (Excluding SharesPlan Category
    
    Outstanding Options
    
    Outstanding Options
    
    Reflected in Column A)Equity compensation 
plans approved by 
stockholders
    
    None
    
    None
    
    NoneEquity compensation 
plans not approved 
by stockholders
    
    None
    
    None
    
    None
 
 ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 The following discussion should be read in conjunction with our consolidated financial
statements and the notes thereto included elsewhere in this Report on Form 10-KSB . The discussion
in this section of this Report on Form 10-KSB contains forward-looking statements that involve
risks and uncertainties. Our actual results could
 7




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differ materially from those discussed herein.
Factors that could cause or contribute to such differences include, but are not limited to, those
discussed in this section, those discussed in Risk Factors and those discussed elsewhere in this
Report on Form 10-KSB .
 RESULTS OF OPERATIONS
   December 31, 2007 Compared to December 31, 2006
         8




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LIQUIDITY AND CAPITAL RESOURCES
       SUMMARY OF CRITICAL ACCOUNTING POLICIES
 Communications Equipment and Related Assets
  Other Assets
  NEW ACCOUNTING PRONOUNCEMENTS
  EFFECTS OF INFLATION
  
 ITEM 7. FINANCIAL STATEMENTS
  9




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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
  
 ITEM 8A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Changes in Control Over Financial Reporting
  
 PART III
 
 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
  Name
    
    Age
    
    PositionAlbert F. Richmond (1)(2)
Houston, Texas
    
    
    66
    
    
    Chairman of the Board, Chief Executive
Officer and PresidentPamela R. Cooper
Spring, Texas
    
    
    55
    
    
    Chief Financial Officer, Treasurer,
Secretary and ControllerPeter F. Dicks (3)
London, England
    
    
    65
    
    
    DirectorJames H. Grossman (3)
San Francisco, California
    
    
    68
    
    
    Director
 10




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(1)
    
    Member of Audit Committee(2)
    
    Member of Compensation Committee(3)
    
    Resigned their positions effective February 22, 2006  ALBERT F. RICHMOND
 PETER F. DICKS
 JAMES H. GROSSMAN
 PAMELA R. COOPER
 Audit Committee and Audit Committee Financial Expert
  11




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Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
  
 ITEM 10. EXECUTIVE COMPENSATION
 Compensation of Directors
  Compensation of Executive Officers
  SUMMARY COMPENSATION TABLE
 Non-Equity
    
    NonqualifiedStock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherName and Principal
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    CompensationPosition
    
    Year
    
    Salary ($)
    
    Bonus ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings ($)
    
    ($)
    
    Total ($)Albert F. Richmond
    
    
    2007
    
    
    $
    26,966
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    26,966Chief
Executive Officer
    
    
    2006
    
    
    $
    36,000
    (1)
    
    
    
    
    
    $
    23,735
    (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    59,735Pamela R. Cooper
    
    
    2007
    
    
    $
    46,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    6,020
    (3)
    
    $
    52,520Chief
Financial Officer
    
    
    2006
    
    
    $
    108,325
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    108,325
 
 (1)
    
    Does not include $205,000 paid as commission in 2007 to Richmond Holdings, Inc ( see
Employment and Other Agreements below)., earned as a result of the sale of the North America
operations.(2)
    
    Mr. Richmond entered into a Deferred Compensation Agreement with the Company effective October
4, 2006 allowing him to receive 50% of his annual salary in the form of stock. Under this
agreement he was granted deferred stock compensation equivalent to $12,500 for 2006 and $11,235 for
2005. These amounts represented 116,258 shares of our common stock which were issued to Mr.
Richmond in 2007. 12




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(3)
    
    Includes $6,020 paid as consulting fees to PRC Consulting, a sole proprietorship, for services
rendered to the Company by Pamela R. Cooper on an as needed basis subsequent to the termination of
all employees. Employment and Other Agreements
   Equity Awards
  Director Compensation
  DIRECTOR COMPENSATION
 FeesEarned orPaid
    
    Stock
    
    Option
    
    Non-Equity
    
    Nonqualified
    
    All OtherName
    
    in Cash ($)
    
    Awards ($)
    
    Awards ($)
    
    Incentive Plan
    
    Deferred
    
    Compensation ($)
    
    Total ($)Peter F. Dicks
    
    
    
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James H.
Grossman
    
    
    
    (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Mr. Dicks and Mr. Grossman resigned from our Board of Directors, Audit and Compensation
Committees effective as of February 22, 2006. Our Directors were paid no compensation for 2006;
however, we extended the exercise date for options granted to the outside directors from 90 days to
two years after termination of service. Both Mr. Dicks and Mr. Grossman exercised options for
40,000 shares each in 2007 in exchange for $12,300. Limitation of Liability and Indemnification of Executive Officers
  13




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##### Table of Contents



o
    any breach of the directors duty of loyalty to us or our stockholders;o
    acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law;o
    unlawful payments of dividends or unlawful stock repurchases, redemptions or
other distributions; oro
    any transaction from which the director derived an improper personal benefit.
     
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  PercentBeneficiallyName of Beneficial Owner (1)
    
    Number of Shares
    
    OwnedAlbert F. Richmond
    
    
    2,533,548
    (2)
    
    
    54.30
    %Pamela R. Cooper
    
    
    213,769
    (3)
    
    
    4.58
    %All executive officers and directors as a group
    
    
    2,747,317
    
    
    
    58.88
    %
 
 (1)
    
    Except as otherwise noted, the address of each holder is 1610 Woodstead Court, Suite 120, The
Woodlands, Texas 77380.(2)
    
    Includes 199,900 shares held in Richmond Holdings, Inc. of which Albert F. Richmond is the
sole stockholder. Includes 32,500 shares held by Morgan Stanley D.W. Inc., as Custodian of
IRA for Linda L. Richmond and 269,240 14




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shares held by Morgan Stanley D. W. Inc., Ttee. FBO for Albert F. Richmond, IRA.(3)
    
    Includes 11,700 shares held by JP Morgan Securities, as Custodian of IRA and 179,869 shares
held by RBC Dain Rauscher, as Custodian of IRA. Equity Compensation Plan Information
  (C)Number of Shares(A)
    
    
    
    
    
    Remaining Available for(B)
    
    Future Issuance UnderNumber of Shares to be
    
    Weighted Average
    
    Equity Compensation PlansIssued Upon Exercise of
    
    Exercise Price of
    
    (Excluding SharesPlan Category
    
    Outstanding Options
    
    Outstanding Options
    

Reflected in Column A)Equity
compensation plans approved by
stockholders
    
    
    
    
    
    $
    
    
    
    NoneEquity
compensation plans not approved
by stockholders
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
   15




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ITEM 13. EXHIBITS
 Incorporated byNumber
    
    Description
    
    Reference to3.1
    
    Certificate of Incorporation
filed September 29, 1994.
    
    Exhibit 3.1 to the
Registration Statement
on Form 10-SB
effective February 13,
1997(File No. 0-29032)3.2
    
    Certificate of Amendment to
Certificate of Incorporation
filed January 26, 1996.
    
    Exhibit 3.2 to the
Registration Statement
on Form 10-SB
effective February 13,
1997(File No. 0-29032)3.3
    
    Certificate of Amendment to
Certificate of Incorporation
filed April 23, 1996.
    
    Exhibit 3.3 to the
Registration Statement
on Form 10-SB
effective February 13,
1997(File No. 0-29032)3.4
    
    By-laws dated September 29, 1994.
    
    Exhibit 3.4 to the
Registration Statement
on Form 10-SB
effective February 13,
1997(File No. 0-29032)3.5
    
    Amended and Restated By-laws, as
adopted January 23, 2002.
    
    Exhibit 99.2 of the
Companys Current
Report on Form 8-K
filed February 6, 2002
(File No. 001-12565)4.1
    
    Specimen Common Stock share
certificate.
    
    Exhibit 4.1 to the
Registration Statement
on Form 10-SB
effective February 13,
1997(File No. 0-29032)4.2
    
    Pages from Certificate of
Incorporation and By-laws
defining rights of stockholders
- included in Exhibits 3.1, 3.2,
3.3 and 3.4.
    
    Exhibit 4.2 to the
Registration Statement
on Form 10-SB
effective February 13,
1997
(File No. 0-29032)10.1
    
    Form of Indemnification
Agreement between officers and
director of the Company and the
Company.
    
    Exhibit 10.27 to the
Registration Statement
on Form 10-SB
effective February 13,
1997(File No. 0-29032)10.3
    
    Lease Agreement dated January 1,
2000, between Woodlands office
Equities 95
Limited and the Company.
    
    Exhibit 10.30 to the
10-KSB filed March 30,
2000
(File No.
001-12565)10.4
    
    Lease Amendment dated November
10, 2005 between
Woodstead-Grogan Operating
Associates, L.P. and the Company
    
    Exhibit 10.42 to the 10-KSB filed
April 15, 2007(File No. 001-12565)10.5
    
    Master Antenna Site Lease No.
130 dated February 1, 1999
between Pinnacle Towers, Inc.
and the Company
    
    Exhibit 10.50 to the
10-KSB filed March 31,
2003
(File No.
001-12565)10.6**
    
    Commission Agreement dated July
1, 2004, between Richmond
Holdings, Inc. and the Company
    
    Exhibit 10.6 to the
10-KSB filed April 1,
2005(File No.
001-12565)10.7
    
    Asset Purchase Agreement, dated
December 30, 2004 between ESP
Wireless Technology Group, Inc.
and the Company
    
    Exhibit 10.7 to the
10-KSB filed April 1,
2005
(File No.
001-12565)
 16




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Incorporated byNumber
    
    Description
    
    Reference to10.8
    
    Asset Purchase Agreement, dated
February 13, 2007, between
FleetTALK Partners, Ltd. and the
Company
    
    Exhibit 10.1 to the
8-K filed February 20,
200710.9
    
    Management Agreement, dated
February 13, 2007 between
FleetTALK Partners Ltd and the
Company
    
    Exhibit 10.2 to the
8-K filed February 20,
200710.10**
    
    Deferred Compensation Agreement,
dated October 4, 2006 between
Albert F. Richmond and the
Company
    
    Exhibit 10.1 to the
Form 10-QSB filed
November 14, 200610.11
    
    Commission Agreement Amendment
dated July 1, 2006 between
Richmond Holdings, Inc. and the
Company
    
    Exhibit 10.11 to the 10-KSB filed
April 15, 2007(File No. 001-12565)21
    
    Subsidiaries
    
    Exhibit 21 to the
10-KSB filed April 1,
2005
(File No.
001-12565)24.1
    
    Power of Attorney (included on
signature page)31.1*
    
    Certification of the Chief
Executive Officer Pursuant to
Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of the Chief
Financial Officer Pursuant to
Section 302 of the
Sarbanes-Oxley Act of 200232.1*
    
    Certification of the Chief
Executive Officer and Chief
Financial Officer Pursuant to 18
U.S.C. Section 1350, Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.**
    
    Management contract or executive compensation plan or arrangement. 
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal year ended2007
    
    
    2006Audit Fees (1)
    
    $
    32,508
    
    
    $
    47,000Audit-Related Fees (2)
    
    
    323
    
    
    
    3,785Total Audit and Audit-Related Fees
    
    $
    32,831
    
    
    $
    50,785
 
 (1)
    
    The fees billed to us by GLO CPAs, LLP represent fees for professional services rendered in
connection with the engagement to audit and report on the financial statements, review of
quarterly and annual financial statements.(2)
    
    Audit-related fees for assurance and related services that are reasonably related to the
performance or review of our financial statements and are not included above as Audit Fees. 17




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18




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SIGNATURES
 th
 CHAMPION COMMUNICATION SERVICES, INC.By:
    /s/  Albert F. RichmondAlbert F. Richmond,Chairman of the Board, Chief Executive Officer and President    Signature
    
    Title
    
    Date/s/ Albert F. Richmond

Albert F. Richmond
    
    Chairman of the Board, Chief
Executive Officer and
President
    
    March 7, 2008/s/ Pamela R. Cooper

Pamela R. Cooper
    
    Chief Financial Officer, Treasurer, and
Controller
    
    March 7, 2008
 19




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##### 



PageConsolidated Financial Statements:Report of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets, December 31, 2007 and 2006
    
    F-3Consolidated Statements of Operations, Years Ended December 31, 2007 and 2006
    
    F-4Consolidated Statements of Stockholders Equity, Years Ended December 31, 2007 and 2006
    
    F-5Consolidated Statements of Cash Flows, Years Ended December 31, 2007 and 2006
    
    F-6Notes to Consolidated Financial Statements
    
    F-7Certification of CEO Pursuant to Section 302Certification of CFO Pursuant to Section 302Certification of CEO & CFO Pursuant to Section 1350
  F-1




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Report of Independent Registered Public Accounting Firm
 
     
 F-2




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CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
 
 
 2007
    
    
    2006ASSETSCurrent AssetsCash and cash equivalents
    
    $
    391,885
    
    
    $
    100,849Accounts receivable, net of allowance for doubtful accounts of
$13,054 and $14,219, respectively (Note 2)
    
    
    11,024
    
    
    
    47,145Prepaid expenses and other
    
    
    1,792
    
    
    
    33,667Total Current Assets
    
    
    404,701
    
    
    
    181,661Communications equipment and related assets, net of accumulated
depreciation of $9,430 and $1,463,027, respectively
    
    
    1,339
    
    
    
    220,397Other assets, net of amortization of $0 and $976,794 respectively
    
    
    
    
    
    
    11,820Other assets
    
    
    
    
    
    
    23,356$
    406,040
    
    
    $
    437,234LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    11,069
    
    
    $
    46,181Accrued expenses
    
    
    40,673
    
    
    
    115,326Customer deposits
    
    
    
    
    
    
    400Total Current Liabilities
    
    
    51,742
    
    
    
    161,907Deferred stock compensation
    
    
    
    
    
    
    23,735Commitments and Contingencies (Note 10)
    
    
    
    
    
    
    Stockholders EquityPreferred stock, $0.01 par value, 1,000,000 shares
authorized, none
Issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 20,000,000 shares authorized,
4,665,842 shares issued and outstanding at December 31,
2007 and 4,448,302 shares issued and outstanding at
December 31, 2006
    
    
    46,658
    
    
    
    44,838Additional paid-in capital
    
    
    2,558,591
    
    
    
    3,686,922Retained deficit
    
    
    (2,250,951
    )
    
    
    (3,480,168
    )Total Stockholders Equity
    
    
    354,298
    
    
    
    251,592$
    406,040
    
    
    $
    437,234
  F-3




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CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
 
 
 2007
    
    
    2006RevenuesDispatch communications
    
    $
    164,618
    
    
    $
    1,105,718Equipment sales and service
    
    
    
    
    
    
    69,206Spectrum sales and fees
    
    
    
    
    
    
    11,405Total Revenues
    
    
    164,618
    
    
    
    1,186,329Operating expenses:Cost of sales:Dispatch communications
    
    
    153,048
    
    
    
    872,119Equipment sales and service
    
    
    
    
    
    
    4,586Total Cost of Sales
    
    
    153,048
    
    
    
    876,705Gross Margin
    
    
    11,570
    
    
    
    309,624Bad debt expense
    
    
    (4,282
    )
    
    
    (281
    )Depreciation and amortization
    
    
    26,576
    
    
    
    162,562General and administrative expenses
    
    
    487,102
    
    
    
    912,421Net (gain) loss on disposal/sale of fixed and other assets
    
    
    
    
    
    
    4,677Operating income (loss)
    
    
    (497,826
    )
    
    
    (769,755
    )Other income (expenses):Interest income
    
    
    43,830
    
    
    
    9,453Interest expense
    
    
    (494
    )
    
    
    (135
    )Loss from continuing operations
    
    
    (454,490
    )
    
    
    (760,437
    )Loss on liquidation of subsidiaries
    
    
    (6,264
    )
    
    
    Gain on sale of operations
    
    
    1,689,971
    
    
    
    Income (loss) before income taxes
    
    
    1,229,217
    
    
    
    (760,437
    )Net income (loss)
    
    $
    1,229,217
    
    
    $
    (760,437
    )Weighted average common shares outstanding
    
    
    4,563,682
    
    
    
    4,479,675Diluted weighted average common shares outstanding
    
    
    4,563,682
    
    
    
    4,496,339Basic earnings (loss) per share:net income (loss)
    
    $
    0.27
    
    
    $
    (0.17
    )Diluted earnings (loss) per share:net income (loss)
    
    $
    0.27
    
    
    $
    (0.17
    )
  F-4




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##### Table of Contents



CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
 
 
 Additional
    
    
    Retained
    
    
    TotalCommon stock
    
    
    Common
    
    
    paid-in
    
    
    earnings
    
    
    stockholdersshares
    
    
    stock
    
    
    capital
    
    
    (deficit)
    
    
    equityBalance at December 31, 2005
    
    
    4,375,119
    
    
    $
    43,751
    
    
    $
    3,668,850
    
    
    
    ($2,719,731
    )
    
    $
    992,870Purchase of common stock
    
    
    (106,722
    )
    
    
    (1,067
    )
    
    
    (31,471
    )
    
    
    
    
    
    
    (32,538
    )Contribution of common
stock to Company 401(k)
Plan
    
    
    215,405
    
    
    
    2,154
    
    
    
    49,543
    
    
    
    
    
    
    
    51,697Net loss for 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (760,437
    )
    
    
    (760,437
    )Balance at December 31, 2006
    
    
    4,483,802
    
    
    
    44,838
    
    
    
    3,686,922
    
    
    
    (3,480,168
    )
    
    
    251,592Issuance of deferred
compensation stock
    
    
    116,258
    
    
    
    1,162
    
    
    
    22,572
    
    
    
    
    
    
    
    23,734Retirement of common stock
in Company 401(k) Plan
    
    
    (71,218
    )
    
    
    (712
    )
    
    
    (20,653
    )
    
    
    
    
    
    
    (21,365
    )Purchase of common stock
    
    
    142,000
    
    
    
    1,420
    
    
    
    38,160
    
    
    
    
    
    
    
    39,580Repurchase of common stock
    
    
    (5,000
    )
    
    
    (50
    )
    
    
    (1,665
    )
    
    
    
    
    
    
    (1,715
    )Distribution of capital
    
    
    
    
    
    
    
    
    
    
    (1,166,745
    )
    
    
    
    
    
    
    (1,166,745
    )Net income for 2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,229,217
    
    
    
    1,229,217Balance at December 31, 2007
    
    
    4,665,842
    
    
    $
    46,658
    
    
    $
    2,558,591
    
    
    
    ($2,250,951
    )
    
    $
    354,298
  F-5




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##### Table of Contents



CHAMPION COMMUNICATION SERVICES, INC. and SUBSIDIARIES
 
 
 2007
    
    
    2006Cash flows from operating activities:Net income (loss)
    
    $
    1,229,217
    
    
    
    ($760,437
    )Adjustments to reconcile net income (loss) to
net cash used in operating activities:Depreciation and amortization
    
    
    26,576
    
    
    
    162,562(Gain) loss on sale/disposal of fixed and other assets
    
    
    (1,683,706
    )
    
    
    4,677Bad debt expense
    
    
    (4,282
    )
    
    
    14,800Change in assets and liabilities:Accounts receivable
    
    
    40,403
    
    
    
    (8,113
    )Prepaid expenses
    
    
    31,874
    
    
    
    20,400Other assets
    
    
    23,356
    
    
    
    4,035Accounts payable
    
    
    (35,113
    )
    
    
    6,463Accrued expenses
    
    
    (74,653
    )
    
    
    (9,881
    )License sales and customer deposits
    
    
    (400
    )
    
    
    Net cash used in operating activities
    
    
    (446,728
    )
    
    
    (565,494
    )Cash flows from investing activities:Purchases of fixed and other assets
    
    
    (2,064
    )
    
    
    (10,036
    )Proceeds from sale of fixed and other assets
    
    
    1,890,073
    
    
    
    301Net cash provided by (used in) investing activities
    
    
    1,888,009
    
    
    
    (9,735
    )Cash flows from financing activities:Common stock subscribed
    
    
    39,580
    
    
    
    Repurchase of stock
    
    
    (23,080
    )
    
    
    (32,538
    )Distribution of capital
    
    
    (1,166,745
    )
    
    
    Net cash used in financing activities
    
    
    (1,150,245
    )
    
    
    (32,538
    )Increase (decrease) in cash and cash equivalents
    
    
    291,036
    
    
    
    (607,767
    )Cash and cash equivalents at beginning of year
    
    
    100,849
    
    
    
    708,616Cash and cash equivalents at end of year
    
    $
    391,885
    
    
    $
    100,849Supplemental disclosure of cash flow information:Cash paid (refunded) during the year for:Interest
    
    $
    135
    
    
    $
    135Non-cash transactions:Issuance of common stock for accrued expenses
    
    $
    51,697
    
    
    $
    51,697
  F-6




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##### Table of Contents



Summary of Significant Accounting Policies
              F-7




---



##### Table of Contents



Summary of Significant Accounting Policies
               F-8




---



##### Table of Contents



Summary of Significant Accounting Policies
    Business Combinations
 Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB 51
 Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to FASB Statement No. 43
 The Fair Value Option for Financial Assets and
Financial Liabilities
 Fair Value Measurements Effective Date of FASB Statement No. 157
 F-9




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##### Table of Contents



Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement 109
     Accounts Receivable and Allowance for Doubtful Accounts
   Concentration of Credit Risk
  Communication Equipment, Related Assets and, Intangible Assets
  December 31, 2007Asset
    
    
    
    
    
    
    Accumulated
    
    
    NetLife
    
    
    Cost
    
    
    Depreciation
    
    
    BalanceCommunication equipment and
related assets:Base station and related
equipment
    
    
    5 to 10 years
    
    
    $
    
    
    
    $
    
    
    
    $
    Other furniture, data
processing and
communications equipment
    
    
    2 to 5 years
    
    
    
    10,769
    
    
    
    9,430
    
    
    
    1,339$
    10,769
    
    
    $
    9,430
    
    
    $
    1,339
 F-10




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##### Table of Contents



Communication Equipment, Related Assets, and Intangible Assets (continued)
 December 31, 2006Asset
    
    
    
    
    
    
    Accumulated
    
    
    NetLife
    
    
    Cost
    
    
    Depreciation
    
    
    BalanceBase station and
related equipment
    
    
    5 to 10 years
    
    
    $
    1,411,930
    
    
    $
    1,200,747
    
    
    $
    211,183Other furniture,
data processing and
communications
equipment
    
    
    2 to 5 years
    
    
    
    271,495
    
    
    
    262,281
    
    
    
    9,214$
    1,683,425
    
    
    $
    1,463,028
    
    
    $
    220,397
 December 31, 2007Asset
    
    
    
    
    
    
    Accumulated
    
    
    NetLife
    
    
    Cost
    
    
    Amortization
    
    
    BalanceIntangible assets:Licenses and other
intangible assets
    
    
    5 to 10 years
    
    
    $
    
    
    
    $
    
    
    
    $
    
 December 31, 2006Asset
    
    
    
    
    
    
    Accumulated
    
    
    NetLife
    
    
    Cost
    
    
    Amortization
    
    
    BalanceLicenses and other
intangible assets
    
    
    5 to 10 years
    
    
    $
    988,613
    
    
    $
    976,794
    
    
    $
    11,819
  Income Taxes
 ComponentsCurrent and Deferred
  2007
    
    
    2006Current (reduced by tax credits of $396,787 in 2007 and $0 in 2006)
    
    $
    0
    
    
    $
    0Deferred benefit
    
    
    (0
    )
    
    
    (0
    )$
    0
    
    
    $
    0
 F-11




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##### Table of Contents



Income Taxes (continued)
 Temporary Differences and Rate Reconciliations
  December 31,
    
    2007
    
    
    2006Deferred tax assets:Liabilities and reserves
    
    $
    4,438
    
    
    $
    0Net operating loss carryforwards
    
    
    56,732
    
    
    
    260,000Gross deferred tax assets
    
    
    61,170
    
    
    
    260,000Valuation allowance
    
    
    (53,311
    )
    
    
    (260,000
    )Total
    
    $
    7,859
    
    
    $
    0Deferred tax liabilities:Property, plant, and equipment
    
    $
    (7,859
    )
    
    $
    0Total
    
    $
    (7,859
    )
    
    
    0Net deferred tax asset (liability)
    
    $
    0
    
    
    $
    0
  Year Ended December 31,
    
    2007
    
    
    2006Statutory U.S. federal rate
    
    
    34.0
    %
    
    
    0.0
    %State income taxesnet of federal benefit
    
    
    0.0
    
    
    
    0.0Earning in jurisdictions taxed at rates different from the U.S. federal rate
    
    
    (0.0
    )
    
    
    (0.0
    )Effect of tax benefit of net operating loss carryforward
    
    
    (34.0
    )
    
    
    (0.0
    )Othernet
    
    
    0.0
    
    
    
    0.00
    %
    
    
    0
    %
 F-12




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##### Table of Contents



Income Taxes (continued)
 Operating Loss and Tax Credit Carryforwards
  OperatingLossesYear 2021
    
    $
    166,859$
    166,859
 Stockholders Equity
   Stock Options
    F-13




---



##### Table of Contents



Stock Options (continued)
    Number of
    
    
    Weighted-averageOptions
    
    
    exercise priceBalance at December 2005
    
    
    447,000
    
    
    
    0.65Granted
    
    
    
    
    
    
    Forfeited
    
    
    (21,500
    )
    
    
    2.25Balance at December 2006
    
    
    425,500
    
    
    
    0.58Granted
    
    
    
    
    
    
    Exercised
    
    
    142,000
    
    
    
    0.28Forfeited
    
    
    (283,500
    )
    
    
    0.73Balance at December 2007
    
    
    
    
    
    $
    0.00
 401(k) Plan
   Related Party Transactions
  Commitments and Contingencies
 Lease Commitments
  F-14




---



##### Table of Contents



Legal Proceedings
  Segment Reporting
   United States
    
    
    International
    
    
    ConsolidatedDecember 31, 2007Revenues
    
    $
    164,618
    
    
    $
    
    
    
    $
    164,618Pretax gain (loss)
    
    
    1,298,822
    
    
    
    (69,605
    )
    
    
    1,229,217Depreciation /Amortization
    
    
    24,371
    
    
    
    2,205
    
    
    
    26,576InterestRevenue
    
    
    43,830
    
    
    
    
    
    
    
    43,830Expense
    
    
    (474
    )
    
    
    
    
    
    
    (474
    )Net
    
    
    43,356
    
    
    
    
    
    
    
    43,356Total assets
    
    
    406,040
    
    
    
    
    
    
    
    406,040December 31, 2006Revenues
    
    $
    1,123,270
    
    
    $
    63,059
    
    
    $
    1,186,329Pretax (loss)
    
    
    (642,754
    )
    
    
    (117,683
    )
    
    
    (760,437
    )Depreciation /Amortization
    
    
    157,939
    
    
    
    4,623
    
    
    
    162,562InterestRevenue
    
    
    9,453
    
    
    
    
    
    
    
    9,453Expense
    
    
    (135
    )
    
    
    
    
    
    
    (135
    )Net
    
    
    9,318
    
    
    
    
    
    
    
    9,318Total assets
    
    
    413,095
    
    
    
    24,139
    
    
    
    437,234Revenues
    
    $
    1,123,270
    
    
    $
    63,059
    
    
    $
    1,186,329
 Major Vendors
  F-15




---



##### Table of Contents



Going Concern
   Subsequent Events
  F-16




---



##### Table of Contents



Exhibit Index
 Incorporated byNumber
    
    Description
    
    Reference to3.1
    
    Certificate of Incorporation
filed September 29, 1994.
    
    Exhibit 3.1 to the
Registration Statement
on Form 10-SB
effective February 13,
1997
(File No. 0-29032)3.2
    
    Certificate of Amendment to
Certificate of Incorporation
filed January 26, 1996.
    
    Exhibit 3.2 to the
Registration Statement
on Form 10-SB
effective February 13,
1997
(File No. 0-29032)3.3
    
    Certificate of Amendment to
Certificate of Incorporation
filed April 23, 1996.
    
    Exhibit 3.3 to the
Registration Statement
on Form 10-SB
effective February 13,
1997
(File No. 0-29032)3.4
    
    By-laws dated September 29, 1994.
    
    Exhibit 3.4 to the
Registration Statement
on Form 10-SB
effective February 13,
1997
(File No. 0-29032)3.5
    
    Amended and Restated By-laws, as
adopted January 23, 2002.
    
    Exhibit 99.2 of the
Companys Current
Report on Form 8-K
filed February 6, 2002
(File No. 001-12565)4.1
    
    Specimen Common Stock share
certificate.
    
    Exhibit 4.1 to the
Registration Statement
on Form 10-SB
effective February 13,
1997
(File No. 0-29032)4.2
    
    Pages from Certificate of
Incorporation and By-laws
defining rights of stockholders
 included in Exhibits 3.1, 3.2,
3.3 and 3.4.
    
    Exhibit 4.2 to the
Registration Statement
on Form 10-SB
effective February 13,
1997
(File No. 0-29032)10.1
    
    Form of Indemnification
Agreement between officers and
director of the Company and the
Company.
    
    Exhibit 10.27 to the
Registration Statement
on Form 10-SB
effective February 13,
1997
(File No. 0-29032)10.3
    
    Lease Agreement dated January 1,
2000, between Woodlands office
Equities 95
Limited and the Company.
    
    Exhibit 10.30 to the
10-KSB filed March 30,
2000 (File No.
001-12565)10.4
    
    Lease Amendment dated November
10, 2005 between
Woodstead-Grogan Operating
Associates, L.P. and the Company
    
    Exhibit 10.42 to the 10-KSB filed
April 15, 2007(File No. 001-12565)10.5
    
    Master Antenna Site Lease No.
130 dated February 1, 1999
between Pinnacle Towers, Inc.
and the Company
    
    Exhibit 10.50 to the
10-KSB filed March 31,
2003 (File No.
001-12565)10.6**
    
    Commission Agreement dated July
1, 2004, between Richmond
Holdings, Inc. and the Company
    
    Exhibit 10.6 to the
10-KSB filed April 1,
2005 (File No.
001-12565)10.7
    
    Asset Purchase Agreement, dated
December 30, 2004 between ESP
Wireless Technology Group, Inc.
and the Company
    
    Exhibit 10.7 to the
10-KSB filed April 1,
2005 (File No.
001-12565)




---



##### Table of Contents



Incorporated byNumber
    
    Description
    
    Reference to10.8
    
    Asset Purchase Agreement, dated
February 13, 2007, between
FleetTALK Partners, Ltd. and the
Company
    
    Exhibit 10.1 to the
8-K filed February 20,
200710.9
    
    Management Agreement, dated
February 13, 2007 between
FleetTALK Partners Ltd and the
Company
    
    Exhibit 10.2 to the
8-K filed February 20,
200710.10**
    
    Deferred Compensation Agreement,
dated October 4, 2006 between
Albert F. Richmond and the
Company
    
    Exhibit 10.1 to the
Form 10-QSB filed
November 14, 200610.11
    
    Commission Agreement Amendment
dated July 1, 2006 between
Richmond Holdings, Inc. and the
Company
    
    Exhibit 10.11 to the 10-KSB filed
April 15, 2007(File No. 001-12565)21
    
    Subsidiaries
    
    Exhibit 21 to the
10-KSB filed April 1,
2005 (File No.
001-12565)24.1
    
    Power of Attorney (included on
signature page)31.1*
    
    Certification of the Chief
Executive Officer Pursuant to
Section 302 of the
Sarbanes-Oxley Act of 2002.31.2*
    
    Certification of the Chief
Financial Officer Pursuant to
Section 302 of the
Sarbanes-Oxley Act of 200232.1*
    
    Certification of the Chief
Executive Officer and Chief
Financial Officer Pursuant to 18
U.S.C. Section 1350, Adopted
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith.**
    
    Management contract or executive compensation plan or arrangement.