**SECURITIES****AND****EXCHANGE****COMMISSION**
**Washington**, **D.C.****20549** 
**FORM 10-QSB**
Mark One

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended                January 31,2005 
OR 
[   ] 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        0-17263	 
CHAMPIONS SPORTS, INC.
(Exact name of registrant as specified in its charter)  
Delaware 
52-1401755
(State or other jurisdiction of 
(I.R.S. Employer
organization) 
Identification No.) 
2420 Wilson Blvd., Suite 214, Arlington VA 22201
(Address of principal executive offices)
(Zip code) 
(703) 526-0400
(Registrant’s telephone number, including area code) 
       Indicate by check mark whether theRegistrant (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 forsuch 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              
       As of March 17, 2005 the Registranthad a total of 16,824,658 shares of common stock outstanding.

****   
**CHAMPIONS SPORTS, Inc.****FORM 10-QSB**
INDEX
   
Page
 
Part I.  Financial Information
   
Item 1.   Financial Statements
  
Consolidated Balance Sheets as of January 31, 2005 (unaudited)
  
  and April 30, 2004
 
3
     
Consolidated Statements of Operations:
  
  Three months and nine months ended January 31, 2005, 
  
  and  January 31, 2004, (unaudited)
 
4
  
Consolidated Statements of Cash Flows:
  
  Nine months ended January 31, 2005, and
  
  January 31, 2004 (unaudited)
 
5
   
Notes to Consolidated Financial Statements
 
6 - 17

  
 
Item 2.   Management’s Discussions and Analysis ofFinancial Condition
  
               andResults of Operations
 
18
   
Item 4.   Controls and Procedures 
 
23
 
Part II.    Other Information and Signatures
     
Item 4.   Submission of Matters to a Vote of Security Holders
 
24 
   
Item 6.   Exhibits and Reports on Form 8-K
 
24
   
Signatures
 
25
  
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
26

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
28

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
29

**2**    	

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES**  
**CONDENSED CONSOLIDATED BALANCE SHEETS**  
**JANUARY 31, 2005 (UNAUDITED)**      
**ASSETS**     
**(Restated)** 
**January 31,** 
**April 30,** 
**2005** 
**2004** 
**(UNAUDITED)** 
**(AUDITIED)**
**CURRENT ASSETS**
   
Cash and cash equivalents

$
       52,608  
$
120,116 
Accounts receivable

524  
22,713 
Inventories

26,849  
30,349 
Prepaid expenses
 
7,351 
 
6,750 
    
**Total current assets**

       87,332  
179,928     
Property and equipment, net

       164,624  
200,939     
Deposits
 
11,052 
  
11,052 
    
**TOTAL ASSETS**

$
       263,008 
 
$
391,919 
    
**LIABILITIES AND STOCKHOLDERS’ (DEFICIT)**
      
**CURRENT LIABILITIES**
   
Accounts payable 
 $	
       68,216  
$
92,758 
Dividend payable on preferred stock

350,460  
350,460 
Other accrued expenses

260,444  
146,116 
Deferred lease commission

-  
2,836 
Deferred revenue
 
35,000 
  
- 
    
**Total current liabilities**
 
714,120 
  
592,170 
    
**COMMITMENTS AND CONTINGENCIES**
       
**STOCKHOLDERS’ (DEFICIT)**
   
Preferred stock, $10 par value; 56,075 shares authorized;
   
       32,450 shares issued andoutstanding

       324,500  
324,500 
Common stock, $.001 par value; 50,000,000 shares authorized 
   
       16,824,658 and 8,824,658 shares issuedand outstanding

       16,825  
8,825 
Additional paid-in capital

       5,922,349  
5,850,349 
Subscription receivable

       (80,000) 
- 
Accumulated deficit
 
       (6,634,786)
  
(6,383,925)

**Total stockholders’ (deficit)**
 
       (451,112)
  
(200,251)
    
**TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)**

$
       263,008 
 
$
391,919 

**3**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES**
**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
**FOR THE NINE AND THREE MONHTS ENDED JANUARY 31, 2005 AND 2004(UNAUDITED)**      
**NINE MONTHS ENDED** 
**THREE MONTHS ENDED** 
**JANUARY 31,** 
**JANUARY 31,** 
**2005** 
**2004** 
**2005** 
**2004**
****
  
**(Restated)**   
**(Restated)**
**OPERATING REVENUE**
       
       Food and beverage

$
1,265,368  
$
1,442,782  
$
413,658  
$
456,445 
       Merchandise, memorabilia, andconsulting fees

11,335   
17,512   
1,951   
4,594  
       Other income
 
6,090 
  
5,857 
  
1,952 
  
1,037 
        
**Total operating revenue**
 
1,282,793 
  
1,466,151 
  
417,561 
  
462,076 
        
**COSTS AND OPERATING EXPENSES**
       
       Cost of food and beverage

405,507   
423,066   
128,876   
148,113  
       Cost of merchandise andmemorabilia

2,973   
16,167   
1,511   
3,753  
       Restaurant payroll and relatedcosts

451,382   
486,985   
145,041   
154,008  
       Restaurant occupancy costs

187,005   
184,767   
62,149   
55,245  
       Other restaurant costs

252,327   
280,755   
83,123   
96,178  
       General and administrative

198,145   
221,328   
62,466   
46,667  
       Depreciation and amortization
 
36,315 
  
36,314 
  
12,106 
  
12,105 

       
       
**Total costs and operating expenses**
 
1,533,654 
  
1,649,382 
  
495,272 
  
516,069 
        
**NET (LOSS) BEFORE PROVISION FOR INCOME TAXES**

(250,861) 
(183,231) 
       (77,711) 
(53,993)
Provision for income taxes
 
-    
-      
-      
-           
**NET LOSS**

(250,861) 
(183,231) 
       (77,711) 
(53,993)        
Preferred stock dividends
 
- 
  
(21,580)
  
- 
  
- 
        
**(LOSS) APPLICABLE TO COMMON STOCKHOLDERS**

$
 (250,861)
 
$
 (204,811)
 
$
       (77,711)
 
$
 (53,993)
        
**BASIC (LOSS) PER COMMON SHARE**

$
 (0.02)
 
$
 (0.02)
 
$
       (0.00)
 
$
 (0.01)
        
**WEIGHTED AVERAGE SHARES OUTSTANDING**
 
12,071,035 
  
8,690,375 
  
16,824,658 
  
8,729,750 
        
**4**   

**CONDENSED CONSOLIDATED STATEMENTS CASH FLOWS**
**FOR THE NINE MONTHS ENDED JANUARY 31, 2005 AND 2004(UNAUDITED)**       
**(Restated)** 
**2005** 
**2004**    
**CASH FLOW FROM OPERATING ACTIVITIES**
   
Net loss

$
 (250,861)
 
$
 (183,231)

**Adjustments to reconcile net loss to net cash**
   
**       (used in) operatingactivities:**
   
       Depreciation and amortization

36,315  
36,314     
**Changes in assets and liabilities**
   
       Accounts receivable

22,189  
- 
       Inventories

3,500  
(7,451)
       Prepaid expenses

(601) 
(1,388)
       Accounts payable

(24,542) 
(3,824)
       Other accrued expenses

114,328  
56,110 
       Deferred revenue

35,000  
- 
       Deferred lease concessions
 
 (2,836)
  
 (3,997)

       Total adjustments
 
183,353
  
75,764
    
**       Net cash (used in) operatingactivities**
 
 (67,508)
  
 (107,467)
    
**CASH FLOWS FROM INVESTING ACTIVITIES**
   
       Purchases of property andequipment
 
-   
  
 (2,931)

**       Net cash (used in) investingactivities**
 
-   
  
 (2,931)
    
**NET (DECREASE) IN CASH AND CASH EQUIVALENTS**

(67,508) 
(110,398)    
**CASH AND CASH EQUIVALENTS -**
   
**BEGINNING OF PERIOD**
 
120,116
  
195,101
 
   
**CASH AND CASH EQUIVALENTS - END OF PERIOD**

$
52,608
 
$
84,703
    
**SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:**
   
       Cash paid during the period for:
   
       Interest paid

$
-   
 
$
-   
    
**SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:**
       
Exercise of common stock option by officer

$
80,000
 
$
-   
    
**5**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****JANUARY 31, 2005 AND 2004**
 	
**NOTE 1-     ORGANIZATION AND BASIS OFPRESENTATION**

Champions Sports, Inc., (the “Company”) aDelaware corporation, promoted a sports theme restaurant bar concept throughCompany owned and licensed operations. The Company sold the rights to theChampions brand to Marriott International, Inc. (Marriott) and became a licenseeof Champions Sports Bar Restaurants. Substantially all memorabilia sales are toMarriott. At January 31, 2005 and 2004, respectively, the Company through itssubsidiaries, owns and licenses, without a royalty fee, one Champions Sports BarRestaurant in San Antonio, Texas.

The condensed consolidated unaudited interim financialstatements included herein have been prepared, without audit, pursuant to therules and regulations of the Securities and Exchange Commission.  The condensedconsolidated financial statements and notes are presented as permitted on Form10-QSB and do not contain information included in the Company’s annualconsolidated statements and notes.  Certain information and footnote disclosuresnormally included in financial statements prepared in accordance with accountingprinciples generally accepted in the United States of America have beencondensed or omitted pursuant to such rules and regulations, although theCompany believes that the disclosures are adequate to make the informationpresented not misleading.  The results for the nine months ended January 31,2005 may not be indicative of the results for the entire year.

These statements reflect all adjustments, consistingof normal recurring adjustments, which in the opinion of management, arenecessary for fair presentation of the information contained herein.

The Company has restated its April 30, 2004 auditedconsolidated balance sheet and unaudited condensed consolidated statements ofoperations for the nine and three months ended January 31, 2004 and condensedconsolidated statement of cash flows for the nine months ended January 31, 2004to account for the accrual of management salaries in accordance with anemployment agreement with an officer of the Company. The Company recognized anadditional $107,547 in its consolidated balance sheet as other accrued expenses,and an additional $67,217 in general and administrative expenses in the ninemonths ended January 31, 2004 and $17,884 for the three months ended January 31,2004.

**NOTE 2-**       **SUMMARY OF SIGNIFICANTACCOUNTING POLICIES**
       **Principles ofConsolidation**

The condensed consolidated financial statementsinclude the accounts of the Company and its subsidiaries. All materialintercompany transactions have been eliminated in consolidation.     

**6**   

**CHAMPIONS****SPORTS, INC**. **AND SUBSIDIARIES****NOTES TOCONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31,2005 AND 2004**
**NOTE 2-**       **SUMMARY OF SIGNIFICANTACCOUNTING POLICIES (CONTINUED)**
**       Property andEquipment**

Property and equipment are stated at cost.Depreciation and amortization is computed from the date property is placed inservice using the straight-line method over estimated useful lives asfollows:
    
Life
     
Furniture and equipment
   
5-15 years     
Leasehold improvements
   
Remaining term of the lease
Depreciation and amortization expense was $36,315 and$36,314 for the nine months ended January 31, 2005 and 2004, respectively.

       **Inventories**

Inventories consist of goods and supplies held forsale in the ordinary course of business and are stated at the lower of cost,determined on the first-in-first-out basis, or market. The components ofinventories at January 31, 2005 were asfollows:

Restaurant food and beverage
 
$        18,719 	
Promotional merchandise for sale to
   
     restaurant customers
  
       8,130 
  
$
26,849 

**       Net (Loss) Per Share**

Historical net (loss) per common share is computedusing the weighted average number of common shares outstanding.  Dilutedearnings per share (EPS) includes additional dilution from common stockequivalents, such as stock issuable pursuant to the exercise of stock optionsand warrants.  Common stock equivalents were not included in the computation ofdiluted earnings per share when the Company reported a loss because to do sowould be antidilutive for periods presented.

**7**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Net (Loss) Per Share(Continued)**

The following is a reconciliation of the computationfor basic and diluted EPS:
     
**January 31,** 
**January 31,**     
**2005** 
**2004**        
Net loss
   
$
       (129,871)

$
       (137,594)
        
Weighted-average common shares
     
Outstanding (Basic)
   
       12,071,035  
       8,690,375         
Weighted-average common stock
     
Equivalents
      
     Stock options
   
       -  
       8,000,000  
     Warrants
   
       - 
 
       - 
        
Weighted-average common shares
     
Outstanding (Diluted)
   
       12,071,035 
 
       16,690,375 

Options and warrants outstanding to purchase stockwere included in the chart above, however, not included in the computation ofdiluted EPS for January 31, 2005 and 2004 because inclusion would have beenantidilutive.

**       Cash and CashEquivalents**

For purposes of the condensed consolidated statementsof cash flows, the Company considers all highly liquid debt instrumentspurchased with a maturity of three months or less, unless restricted as to use,to be cash equivalents. At various times throughout the periods the Company hadamounts on deposit at financial institutions in excess of federally insuredlimits.

**8**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Accounts Receivable**

Management believes that all accounts receivable as ofJanuary 31, 2005 are fully collectible.  Therefore, no allowance for doubtfulaccounts is recorded.  

**       Income Taxes**

The Company has adopted the provisions of Statement ofFinancial Accounting Standards No. 109 (the Statement), Accounting for IncomeTaxes.  The Statement requires an asset and liability approach for financialaccounting and reporting for income taxes, and the recognition of deferred taxassets and liabilities for the temporary differences between the financialreporting bases and tax bases of the Company’s assets and liabilities atenacted tax rates expected to be in effect when such amounts are realized orsettled.  

**       Fair Value of FinancialInstruments**

The carrying amounts of the Company’s financialinstruments, including cash and cash equivalents, accounts payable, and accruedexpenses, approximate fair values because of the short maturities of theseinstruments.

       **Optionsfor Common Stock**

The Company uses the intrinsic value method to accountfor options granted to executive officers, directors and other key employees forthe purchase of common stock. No compensation expense is recognized on the grantdate, since at that date, the option price equals or is higher than the marketprice of the underlying common stock. The Company discloses the pro forma effectof accounting for stock options under the fair value method. The Company usesthe fair value method to account for options granted to advisors for thepurchase of common stock. 

**9**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
       **Stock-BasedCompensation**

Employee stock awards under the Company’scompensation plans are accounted for in accordance with Accounting PrinciplesBoard Opinion No. 25 (“APB 25”), “Accounting for Stock Issuedto Employees”, and related interpretations. The Company provides thedisclosure requirements of Statement of Financial Accounting Standards No. 123,“Accounting for Stock-Based Compensation” (“SFAS 123”),and related interpretations.  Stock-based awards to non-employees are accountedfor under the provisions of SFAS 123 and has adopted the enhanced disclosureprovisions of SFAS No. 148 “Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of SFAS No. 123”.

The Company measures compensation expense for itsemployee stock-based compensation using the intrinsic-value method.  Under theintrinsic-value method of accounting for stock-based compensation, when theexercise price of options granted to employees is less than the estimated fairvalue of the underlying stock on the date of grant, deferred compensation isrecognized and is amortized to compensation expense over the applicable vestingperiod. In each of the periods presented, the vesting period was the period inwhich the options were granted. 

The Company measures compensation expense for itsnon-employee stock-based compensation under the Financial Accounting StandardsBoard (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18,“Accounting for Equity Instruments that are Issued to Other Than Employeesfor Acquiring, or in Conjunction with Selling, Goods or Services”.  Thefair value of the option issued is used to measure the transaction, as this ismore reliable than the fair value of the services received.  The fair value ismeasured at the value of the Company’s common stock on the date that thecommitment for performance by the counterparty has been reached or thecounterparty’s performance is complete. The fair value of the equityinstrument is charged directly to compensation expense and additional paid-incapital.

**10**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Recent AccountingPronouncements**

On October 3, 2001, the FASB issued Statement ofFinancial Accounting Standards No. 144, “Accounting for the Impairment orDisposal of Long-Lived Assets”  (“SFAS 144”), that isapplicable to financial statements issued for fiscal years beginning afterDecember 15, 2001.  The FASB’s new rules on asset impairment supersedeSFAS 121, “Accounting for the Impairment of Long-Lived Assets and forLong-Lived Assets to Be Disposed Of,” and portions of AccountingPrinciples Board Opinion 30, “Reporting the Results of Operations.”This Standard provides a single accounting model for long-lived assets to bedisposed of and significantly changes the criteria that would have to be met toclassify an asset as held-for-sale. Classification as held-for-sale is animportant distinction since such assets are not depreciated and are stated atthe lower of fair value and carrying amount.  This Standard also requiresexpected future operating losses from discontinued operations to be displayed inthe period (s) in which the losses are incurred, rather than as of themeasurement date as presently required. The adoption of SFAS No. 144 did nothave a significant impact on the Company’s results of operations orfinancial position.

In April 2002, the FASB issued SFAS No. 145,Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No.13, and Technical Corrections.  This statement rescinds SFAS No. 4, ReportingGains and Losses from Extinguishment of Debt, and an amendment of thatstatement, SFAS No. 44, Accounting for Intangible Assets of Motor Carriers, andSFAS No. 64, Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.This statement amends SFAS No. 13, Accounting for Leases, to eliminateinconsistencies between the required accounting for sales-leaseback transactionsand the required accounting for certain lease modifications that have economiceffects that are similar to sales-leaseback transactions. 

Also, this statement amends other existingauthoritative pronouncements to make various technical corrections, clarifymeanings, or describe their applicability under changed conditions.  Provisionsof SFAS No. 145 related to the rescissions of SFAS No. 4 were effective for theCompany on November 1, 2002 and provisions affecting SFAS No. 13 were effectivefor transactions occurring after May 15, 2002.  The adoption of SFAS No. 145 didnot have a significant impact on the Company’s results of operations orfinancial position.

**11**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Recent AccountingPronouncements (Continued)**

In June 2003, the FASB issued SFAS No. 146, Accountingfor Costs Associated with Exit or Disposal Activities.  This statement coversrestructuring type activities beginning with plans initiated after December 31,2002.  Activities covered by this standard that are entered into after that datewill be recorded in accordance with provisions of SFAS No. 146.  The adoption ofSFAS No. 146 did not have a significant impact on the Company’s results ofoperations or financial position.

In December 2002, the FASB issued Statement No. 148,“Accounting for Stock-Based Compensation-Transition and Disclosure, anamendment of FASB Statement No. 123”(“SFAS 148”). SFAS 148amends FASB Statement No. 123, “Accounting for Stock-BasedCompensation,” to provide alternative methods of transition for an entitythat voluntarily changes to the fair value based method of accounting forstock-based employee compensation. It also amends the disclosure provisions ofthat Statement to require prominent disclosure about the effects on reported netincome of an entity’s accounting policy decisions with respect tostock-based employee compensation. Finally, this Statement amends AccountingPrinciples Board (“APB”) Opinion No. 28, “Interim FinancialReporting”, to require disclosure about those effects in interim financialinformation. SFAS 148 is effective for financial statements for fiscal yearsending after December 15, 2002. The Company will continue to account forstock-based employee compensation using the intrinsic value method of APBOpinion No. 25, “Accounting for Stock Issued to Employees,” but hasadopted the enhanced disclosure requirements of SFAS 148.

Statement should be applied prospectively.  Theadoption of this statement did not have a significant impact on theCompany’s results of operations or financial position.

**12**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Recent AccountingPronouncements (Continued)**

In May 2003, the FASB issued SFAS Statement No. 150,"Accounting for Certain Financial Instruments with Characteristics of bothLiabilities and Equity". This Statement establishes standards for how an issuerclassifies and measures certain financial instruments with characteristics ofboth liabilities and equity.  It requires that an issuer classify a financialinstrument that is within its scope as a liability (or an asset in somecircumstances).  This statement is effective for financial instruments enteredinto or modified after May 31, 2003, and otherwise is effective at the beginningof the first interim period beginning after June 15, 2003, except formandatorily redeemable financial instruments of nonpublic entities, ifapplicable.  It is to be implemented by reporting the cumulative effect of achange in an accounting principle for financial instruments created before theissuance date of the Statement and still existing at the beginning of theinterim period of adoption.  The adoption of this statement did not have asignificant impact on the Company’s results of operations or financialposition.

In November 2002, the FASB issued Interpretation No.45 ("FIN 45"), Guarantor’s Accounting and Disclosure Requirements forGuarantees, Including Indirect Guarantees of Indebtedness of Others.  FIN 45requires a company, at the time it issues a guarantee, to recognize an initialliability for the fair value of obligations assumed under the guarantees andelaborates on existing disclosure requirements related to guarantees andwarranties.  The recognition requirements are effective for guarantees issued ormodified after December 31, 2002 for initial recognition and initial measurementprovisions.  The adoption of FIN 45 did not have a significant impact on theCompany’s results of operations or financial position.

In January 2003, the FASB issued FASB InterpretationNo. 46 ("FIN 46"), Consolidation of Variable Interest Entities, anInterpretation of ARB No. 51.  FIN 46 requires certain variable interestentities to be consolidated by the primary beneficiary of the entity if theequity investors in the entity do not have the characteristics of a controllingfinancial interest or do not have sufficient equity at risk for the entity tofinance its activities without additional subordinated financial support fromother parties.  FIN 46 is effective for all new variable interest entitiescreated or acquired after January 31, 2003.  For variable interest entitiescreated or acquired prior to February 1, 2003, the provisions of FIN 46 must beapplied for the first interim or annual period beginning after June 15, 2003.The adoption of FIN 46 did not have a significant impact on the Company’results of operations or financial position.

**13**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       Reclassifications**

Certain amounts for the nine months ended January 31,2004 have reclassified to conform to the presentation of the January 31, 2005amounts.  The reclassifications have no effect on net loss for the nine monthsended January 31, 2004. 

**NOTE 3-     RELATED PARTY PAYABLE**

In October 2004, the Company received an advance froman officer of the Company for certain working capital needs.  These funds wererepaid in November 2004. 

**NOTE 4-**     **COMMITMENTS AND CONTINGENCIES**
*             Operatingleases     *

The Company leases, as tenant, restaurant space underan operating lease which expires June 30, 2005. The lease escalates forincreases in the landlord’s expenses of for increases in the ConsumerPrice Index, and requires additional rentals based on a percentage of restaurantsales over a defined amount. The lease grants the Company certain concessions,which are amortized to lease expense over the term of the lease.

Rental expense charged to expense during the ninemonths ended January 31, 2005 and 2004 was $151,649 and $180,659, respectively.Future minimum payments under the noncancellable restaurant lease as of January31, 2005 are as follows:

2005 
 $      59,545 

**NOTE 5-     CAPITAL LEASE OBLIGATION**

The Company leased equipment under a capital lease.The equipment cost of $32,286 was amortized over its useful life and suchamortization was included in the depreciation and amortization expense for 2003.During 2003, the lease expired and the Company purchased theequipment.
**14**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 6-     MARRIOTT LICENSE**

The Company is an exclusive supplier of sportsmemorabilia and a consultant to all new Champions Sports Bars located inMarriott and Renaissance Hotels worldwide. Marriott terminated the exclusiveconsulting services and sports memorabilia supply agreement dated November 7,1997 in February 2005.

In November 2004, the Company received a down paymentof $35,000 from Marriott, for the memorabilia and consulting fee for the newChampions Sports Bar Restaurant that is projected to open in the Marriott hotelin Louisville, Kentucky in March 2005.

**NOTE 7-     STOCKHOLDERS’ DEFICIT**
**       Common Stock**

The Company has 50,000,000 shares authorized and16,824,658 shares issued and outstanding at January 31, 2005.

On October 11, 2004, an officer of the Companyexercised his stock option to acquire 8,000,000 shares of restricted commonstock at $.01 per share. 

In accordance with Emerging Issues Task Force (EITF)95-16, “Accounting for Stock Compensation Arrangements with Employer LoanFeatures under APB Opinion No. 25,” this option was exercised with a notereceivable from the officer. The note is secured along with any related interestby the stock, and the note is prepayable and due on demand. It does notconstitute a new grant of an option under EITF 95-16, because the optionagreement did not contain a clause that permitted the officer to exercise theoption with a nonrecourse note, and the exercise with a note does not extend theoriginal option period. Despite the Company’s lease expiring in June 2005,the Company believes that the receivable is fully collectible, due to theofficer’s pursuit of a business combination.

There were no other issuances of common stock duringthe nine months ended January 31, 2005 and 2004, respectively.

**       Preferred Stock**

The Company has 56,075 shares of preferred stockauthorized and 32,450 shares issued and outstanding at January 31, 2005. 

Effective November 2003, pursuant to a boardresolution, the Company cancelled its payment and/or accruing of preferred stockdividends. The Company’s Board of Director’s decided to onlypay/accrue the preferred stock dividend upon a successful merger or businesscombination. The Series A preferred stock would be equal to 12 percent perannum, and the dividends are to be accrued on the Company’s book if notpaid. The dividend may be paid in cash or common stock of the Company at theCompany’s discretion. The number of shares comprising the dividend paid incommon stock shall be determined by dividing $1.20 by the closing bid price forthe common stock on the payment date. The Series A preferred stock is preferredin liquidation or dissolution up to the amount of their par value ($10 pershare). The Series A preferred stock in 2004 converted into 15 shares of theCompany’s common stock. There were no conversions in2003.
**15**   
**CHAMPION SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 7-     STOCKHOLDERS’ DEFICIT(CONTINUED)**
**       Preferred Stock(Continued)**

For each of the nine fiscal years ended April 30,2004, the Company deferred payment of the annual dividend on the Series Apreferred stock. For the quarters ended January 31, 2005 and 2004, the deferralwas $0 and $15,938, respectively. Accrued preferred stock dividends at January31, 2005 and 2004 aggregated $350,460 ($10.83 per preferred share). Theremaining accrued dividends are anticipated to be paid in cash or common stockupon a successful merger or other business combination.  

**       Common Stock Options**

The Company in 1993 adopted a stock option plan, whichexpired on August 2, 2002.  No options were exercised under the plan.  Alloptions granted by the Company were granted pursuant to board resolutions andnot under the stock option plan. 

**NOTE 8-     GOING CONCERN**

As shown in the accompanying condensed consolidatedfinancial statements, the Company has sustained net operating losses for thenine months ended January 31, 2005 and 2004, and has sustained large accumulateddeficits. In addition, the Company is in search of acquiring a business, orfinding a suitable merger candidate. 

Management has restructured the Company and iscontinuing to search for a more profitable company to acquire. 

The Company’s future success is dependent uponits ability to achieve profitable operations and generate cash from operatingactivities, and upon additional financing. There is no guarantee that theCompany will be able to raise enough capital or generate revenues to sustain itsoperations.

The condensed consolidated financial statements do notinclude any adjustments that might result from the outcome of thisuncertainty.

**NOTE 9-     PROVISION FOR INCOMETAXES**

Deferred income taxes will be determined using theliability method for the temporary differences between the financial reportingbasis and income tax basis of the Company’s assets and liabilities.Deferred income taxes will be measured based on the tax rates expected to be ineffect when the temporary differences are included in the Company’sconsolidated tax return.  Deferred tax assets and liabilities are recognizedbased on anticipated future tax consequences attributable to differences betweenfinancial statement carrying amounts of assets and liabilities and theirrespective tax bases.

**16**   

**CHAMPION SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****JANUARY 31, 2005 AND2004**
**NOTE 9-     PROVISION FOR INCOME TAXES(CONTINUED)**

At January 31, 2005, deferred tax assets consist ofthe following:  

Net operating loss carryforwards  

$
1,396,000 
Less:  valuation allowance

 (1,396,000)
 
$
       -0- 

At January 31, 2005, the Company had federal netoperating loss carryforwards in the approximate amounts of $4,105,000 availableto offset future taxable income.  The Company established valuation allowancesequal to the full amount of the deferred tax assets due to the uncertainty ofthe utilization of the operating losses in future periods.

**17**   

This document contains "forward-looking statements" (within the meaning of thePrivate Securities Litigation Act of 1995) that inherently involve risk anduncertainties.  The Company’s actual results could differ materially fromthose anticipated in the forward-looking statements as a result of unforeseenexternal factors.  These factors may include, but are not limited to, changes ingeneral economic conditions, the ongoing threat of terrorism, customeracceptance of products offered and other general competitive factors, and theability to have access to financing sources on reasonable terms.  Readers arecautioned not to place undue reliance on these forward-looking statements, whichreflect management’s analysis, judgment, belief or expectation only as ofthe date hereof.
            **Item2.   Managements Discussion and Analysis of Financial Conditionand Results of Operations**
THERE IS SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS AGOING CONCERN DUE TO RECURRING LOSSES AND WORKING CAPITAL SHORTAGES, WHICH MEANSTHAT THE COMPANY MAY NOT BE ABLE TO CONTINUE OPERATIONS UNLESS IT OBTAINSADDITIONAL FUNDING.  THE COMPANY IS ACTIVELY   PURSUING MERGER OR ACQUISITIONCANDIDATES AND OTHER FINANCING POSSIBILITIES TO MEET ITS LIQUIDITY NEEDS.  THEREIS NO ASSURANCE THAT THE COMPANY WILL BE ABLE TO **STRUCTURE** A MERGER ORACQUISITION, OR RAISE ADDITIONAL FINANCING TO CONTINUE OPERATIONS ON TERMSSATISFACTORY TO THE COMPANY
Certain amounts for the nine months ended January 31, 2004 have beenreclassified to conform to the presentation of the January 31, 2005 amounts.The reclassifications have no effect on net loss for the nine months endedJanuary 31, 2004.
Results of Operation
       For the nine month period endedJanuary 31, 2005, the Company’s net loss applicable to common shareholderswas $250,861 or ($0.02) per common share as compared to a net loss of  $204,811or ($0.02) per common share for the nine month period ended January 31, 2004.For the nine months ended January 31, 2005 and January 31, 2004, the net losswas from the Company’s ongoing operations. 
       The Company’s assets decreasedto $263,008 at January 31, 2005 from $391,919 at April 30, 2004.  For the threemonths ended January 31, 2005 the Company’s net loss from its ongoingoperations was $77,711 compared to a net operating loss of $53,993 during thethree months ended January 31, 2004.**18**   

Revenues
       The Company’s total revenuesdecreased 12.5% to $1,282,793 for the nine months ended January 31, 2005 versus$1,466,151 for the nine-month period ended January 31, 2004. By component, foodand beverage sales decreased 12.3% from the previous year for the nine monthsand 9.4% for the three months period from the previous year. The decrease infood and beverage sales is attributed to a decrease in conventions and tourismin the San Antonio area. Merchandise and memorabilia sales for the nine monthsended January 31, 2005 decreased to $11,335 compared to $17,512. The Company didnot provide any memorabilia and consulting services to Marriott Internationalduring the nine month period ended January 31, 2005 and 2004, and the Companyowned restaurant in San Antonio ceased selling tobacco products to comply with anew enacted city ordinance. For the three months ended January 31, 2005 and2004, merchandise and memorabilia sales were less than 1% of the Company’stotal revenues.  For the nine months ended January 31, 2005 and 2004, otherincome was less than 1% of the Company’s total revenues.  
Expenses
       Cost of food and beverage increased to32.0% of related sales compared for the nine months ended January 31, 2005compared to 29.3% related sales for the comparable period.  This variance isattributed to an increase in wholesale prices, especially in beef, poultry andproduce. While the Company implemented retail price increases during FY 2004 and2005, in order to remain competitive, they were not sufficient to absorb all ofthe wholesale price increases. Cost of merchandise and memorabilia sales for thenine months ended January 31, 2005  was $2,973 compared to $16,167 in thepreceding year. Restaurant payroll and related costs  were 35.7% of related foodand beverage sales contrasted to 33.8% for the nine months ended January 31,2004. The higher percentage to related sales is attributed to the decrease infood and beverage sales, as the dollar amount decreased from the comparableperiod was approximately $35,000.  Restaurant occupancy costs were $187,005 forthe nine months and $62,149 for the three months ended January 31, 2005 comparedto $184,767 for the nine months and $55,245 for the three month comparableperiod in 2004. The increase in occupancy costs it attributed to an increase inreal estate taxes and common area charges passed on by the landlord. Otherrestaurant costs were 19.9% of food and beverage sales for the nine months and20.1% of food and beverage sales for the three months ended January 31, 2005compared to 19.5 of food and beverage sales for the comparable nine month and21.1% for the three months in 2003. General and administrative expense was$198,145 for the nine months ended January 31, 2005 compared to $221,328 for thenine months ended January 31, 2004, as restated. The Company has restated itsApril 30, 2004 audited consolidated balance sheet and unaudited condensedconsolidated statements of operations for the nine and three months endedJanuary 31, 2004 and condensed consolidated statement of cash flows for the ninemonths ended January 31, 2004 to account for the accrual of management salariesin accordance with an employment agreement with an officer of the Company. TheCompany recognized an additional $107,547 in its consolidated balance sheet asother accrued expenses, and an additional $67,217 in general and administrativeexpenses in the nine months ended January 31, 2004 and $17,884 for the threemonths ended January 31, 2004.**19**   

Depreciation and amortization expense accounted for approximately 2.5 % of theCompany’s total revenues during the nine months ended January 31, 2005 and2004 and during the three months ended January 31, 2005 and 2004.
Liquidity and Capital Resources
       The Company’s cash position onJanuary 31, 2005 decreased by $67,508 to $52,608 from $120,116 on April 30,2004, as a result of its ongoing losses. For the nine months ended January 31,2005, the Company’s ongoing operations used cash totaling $67,508.  Forthe comparable period ending January 31, 2004, the Company’s ongoingoperations used cash of $110,398. For the nine months ended January 31, 2004,the Company purchased equipment for its San Antonio location for $2,931.
       In October 2004, an officer of theCompany exercised an option to acquire 8,000,000 restricted common shares at$0.01 per share by issuing to the Company a  note in the amount of $80,000. Thenote is secured along with any related interest by the stock issued, and thenote is prepayable and due on or before October 2006.

       The Company met its cash needs duringthe nine months ended January 31, 2005 and 2004 from its cash reserves and fromcash flow from its San Antonio, Texas operation.
       The Company is facing liquidityproblems and is uncertain that it will be able to continue operations with outan infusion of cash. The Company continues to review and evaluate its operationsand priorities. The Company is actively pursuing merger or acquisitioncandidates and other financing possibilities to meet its liquidity needs.  Thereis no assurance that the Company will be able to structure a merger oracquisition, or raise additional financing on terms satisfactory to the Companyto improve its liquidity.
       The Company’s working capitalwas a negative $626,788 on January 31, 2005 and negative $412,242 on April 30,2004. The Company’s working capital when compared to other publicly tradedcompanies in the restaurant industry is unfavorable.  This is primarilyattributed to accrued dividends on the preferred shares and to the fact thatother companies in the industry have multiple locations with a broader salesbase and generate greater cash flows to offset corporate overhead expense. Inthe Company’s current situation, the one operating unit has generated cashto cover its operating expense, but has not produced sufficient cash to offsetthe corporate overhead costs**20**   

       Stockholder’s equity was anegative $451,112 as of January 31, 2005 compared to a negative $200,251 as ofApril 30, 2004. The decrease in stockholder’s equity is due to the lossfor the nine months ended January 31, 2005.
**Other**
The Company’s independent auditor, for the year ending April 30, 2004, hasexpressed substantial doubt the Company can continue as a going concern. TheCompany is still facing grave liquidity and cash problems as of January 31, 2005and through the date of the filing of this 10-QSB The Company has reducedits general and administrative expense to conserve cash. The Company continuesto review and evaluate its operations and priorities. The Company is activelypursuing merger or acquisition candidates and other financing possibilities tomeet its liquidity needs.  There is no assurance that the Company will be ableto structure a merger or acquisition on terms satisfactory to the Company or toimprove its liquidity. If the situation does not improve, the Company might beforced to discontinue its operations. The Company’s Board of Directorsvoted to defer the annual meeting of shareholders to preserve to Company’scash  position. 
The Company was notified in February 2005, that it would no longer be theexclusive supplier of sports memorabilia and consulting services to MarriottInternational, Inc. effective May 28, 2005. The Company may continue to receiveadditional consulting work, no longer on an exclusive basis, from Marriott inthe future.
The restaurant lease for the Company’s CHAMPIONS location in San AntonioTexas will expire on June 30, 2005 and the Company’s restaurant operationswill cease at that point. The Company does not have the resources to open andoperate in another location. It is not the intention of the Company to ceaseoperations if its restaurant in San Antonio stops operating. It is the intentionof the Company to continue operations until such time as Champions finds abusiness opportunity and merges with another company. We are continuing toactively look at various business opportunities in order to continueoperations.**21**   

**SPECIAL****NOTE****REGARDING****FORWARD-LOOKING****STATEMENTS**
       This document contains"forward-looking statements" (within the meaning of the Private SecuritiesLitigation Act of 1995) that inherently involve risk and uncertainties.  TheCompany generally uses words such as "believe," "may," "could," "will,""intend,"  "expect,"  "anticipate,"  "plan," and similar expressions to identifyforward-looking statements.  One should not place undue reliance on theseforward-looking statements.  The Company’s actual results could differmaterially from those anticipated in the forward-looking statements for manyunforeseen factors, which may include, but are not limited to, changes ingeneral economic conditions, the ongoing threat of terrorism, customeracceptance of products offered, other general competitive factors, ability tohave access to financing sources on reasonable terms and other risks that aredescribed in this document. Although the Company believes the expectationsreflected in the forward-looking statements are reasonable, they relate only toevents as of the date on which the statements are made, and the Company’sfuture results, levels of activity, performance or achievements may not meetthese expectations.  The Company does not intend to update any of theforward-looking statements after the date of this document to conform thesestatements to actual results or to changes in the Company’s expectations,except as required by law.**22**   

**Item****4.   CONTROLS AND PROCEDURES**
        Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in Company’s reports under the Securities Exchange Act of 1934, such as this Form 10Q-SB, is reported in accordance with the Securities and Exchange Commission’s rules.  Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.	
       Within the 90 days prior to the dateof this report,  the  Company carried  out an  evaluation  under  thesupervision  and  with  the participation of the Company’s  management,including the Company’s Chief  Executive  Officer  and  Chief  FinancialOfficer,   of  the effectiveness of  the  design  and   operation  of  theCompany’s disclosure  controls  and  procedures  pursuant  to  theSecurities Exchange  Act Rule  13a-14.  Based upon that evaluation, the ChiefExecutive Officer and Chief Financial Officer concluded that the Company’sdisclosure controls and procedures are effective in timely alerting them tomaterial information relating  to the  Company (including  its  consolidatedsubsidiaries)  required  to be in the Company’s periodic SEC filings.There were no significant changes in the Company’s internal controls or inother factors that could significantly affect these controls subsequent to thedate of their evaluation.
       Certifications of the Chief ExecutiveOfficer and Chief Financial Officer regarding, among other items, disclosurecontrols and procedures are included immediately after the signature section ofthis Form 10Q-SB.     **23**   

**Part II**.   **Other Information**
**Item 4**.   **Submission of Matters to A Vote of SecurityHolders**
       None
**Item 6.   Exhibits and Reports on Form 8-K**
       Form 8 K was file on February 8, 2005regarding the termination by Marriott of the exclusive Consulting Services andSports Memorabilia Supply Agreement, dated November 7, 1997, effective May 28,2005.**24**   

SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registranthas duly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.
 
CHAMPIONS Sports, Inc.
           
 /s/ James Martell 
  
James Martell
  
Chairman, President and Chief Executive Officer
     
/s/ James E. McCollam
  
James E. McCollam
  
Corporate Secretary, Chief Accounting
  
Officer and Controller
 

March 17, 2005**25**   

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Section 302 Certification
I, JAMES MARTELL, certify that:
(1)     I have reviewed this quarterly report on Form10Q-SB of CHAMPIONS SPORTS, INC., a Delaware corporation (the "registrant");
(2)     Based on my  knowledge,  this  quarterlyreport does not contain any untrue statement of a material fact or omit to statea material fact  necessary to make the statements made, in light of thecircumstances  under which such statements were made, not  misleading  withrespect to the period covered by this quarterly report;
(3)     Based on my  knowledge,  the  financialstatements,  and  other  financial information  included in this quarterlyreport,  fairly present in all material respects the financial  condition,results of operations  and cash flows of the registrant as of, and for, theperiods presented in this quarterly report;
(4)     The  registrant’s  other  certifyingofficers  and I are  responsible  for establishing and maintaining  disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) forthe registrant and have:
       (a)     Designedsuch disclosure controls and procedures to ensure that material informationrelating to the registrant, including its consolidated     subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this quarterly report is being      prepared;
       (b)     Evaluatedthe effectiveness of the registrant’s disclosure controls and  proceduresas of a date  within 90 days prior to the  filing  date of this  quarterlyreport (the "Evaluation Date"); and
       (c)     Presentedin  this  quarterly   report  our  conclusions   about  the effectiveness  ofthe  disclosure  controls  and  procedures  based  on our evaluation as of theEvaluation Date;
(5)     The registrant’s  other certifyingofficers and I have disclosed,  based on our most recent evaluation, to theregistrant’s auditors and the audit committee of the  registrant’sboard of directors (or persons  performing  the equivalent functions):
       (a)     allsignificant  deficiencies  in the design or  operation of internal      controlswhich could adversely affect the  registrant’s  ability to record,process,  summarize and report  financial data and have  identified for theregistrant’s auditors any material weaknesses in internal controls; and
       (b)     anyfraud,  whether or not material,  that involves management or otheremployees  who  have  a  significant  role  in  the  registrant’sinternal      controls; and**26**   

(6)     The  registrant’s  other  certifyingofficers and I have  indicated in this quarterly report whether there weresignificant  changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our most recentevaluation,  including any corrective  actions with regard to significantdeficiencies and material weaknesses.
 Date: March 17 2005	

By:
/s/ JAMES MARTELL
  
JAMES MARTELL
 
Chief Executive Officer
 
**27**    	

CERTIFICATION OF CHIEF FINANCIAL OFFICER
Section 302 Certification
I, JAMES E. MCCOLLAM, certify that:
(1)     I have reviewed this quarterly report on Form10Q-SB of CHAMPIONS SPORTS, INC., a Delaware corporation (the "registrant");
(2)     Based on my knowledge, this quarterly reportdoes not contain any untrue statement of a material fact or omit to state amaterial fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading with respectto the period covered by this quarterly report.
(3)     Based on my knowledge, the  financialstatements, and  other financial information  included in this quarterlyreport,  fairly present in all material respects the financial  condition,results of operations  and cash flows of the registrant as of, and for, theperiods presented in this quarterly report; 
(4)     The  registrant’s  other  certifyingofficers  and I are  responsible  for establishing and maintaining  disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) forthe registrant and have:
       (a)     Designedsuch  disclosure  controls  and  procedures  to ensure  that     materialinformation relating to the registrant, including its consolidatedsubsidiaries,  is  made  known  to  us by  others  within  those  entities,particularly  during  the period in which  this  quarterly  report is beingprepared;
       (b)     Evaluatedthe effectiveness of the registrant’s disclosure controls andprocedures  as of a date  within 90 days prior to the  filing  date of thisquarterly report (the "Evaluation Date"); and
       (c)     Presentedin  this  quarterly   report  our  conclusions   about  the effectiveness  ofthe  disclosure  controls  and  procedures  based  on our evaluation as of theEvaluation Date;
(5)     The registrant’s other certifyingofficers and I have disclosed,  based on our most recent evaluation, to theregistrant’s auditors and the audit committee of the  registrant’sboard of directors (or persons  performing  the equivalent functions):
       (a)     allsignificant  deficiencies  in the design or  operation of internal     controlswhich could adversely affect the  registrant’s  ability to record,process,  summarize and report  financial data and have  identified for theregistrant’s auditors any material weaknesses in internal controls;and**28**   

       (b)     anyfraud,  whether or not material,  that involves management or other  employeeswho  have  a  significant  role  in  the  registrant’s  internalcontrols; and
(6)     The  registrant’s other  certifyingofficers and I have  indicated in this quarterly report whether there weresignificant  changes in internal controls or in other factors that couldsignificantly affect internal controls subsequent to the date of our most recentevaluation,  including any corrective  actions with regard to significantdeficiencies and material weaknesses.

Date:  March 17, 2005
  
By: /s/ JAMES E. McCOLLAM
  
JAMES E. McCOLLAM
  
Chief Financial Officer
 
**29**   

       The  following  certification  willnot be deemed  "filed" for  purposes of Section 18 of the  Securities  ExchangeAct of 1934 or otherwise  subject to the liability of that section,  nor willthe certification be deemed incorporated by reference  into any filing under theSecurities  Act of 1933 or the  Securities Exchange  Act of 1934,  except to theextent  that the  registrant  specifically incorporates it byreference.
     CERTIFICATION OF CHIEF EXECUTIVEOFFICERPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
       I, James  Martell,  President  andChief  Executive  Officer  of  Champions Sports,  Inc.  (the  "Company"),certify,   pursuant  to  Section 906  of  the Sarbanes-Oxley Act of 2002, that,to my knowledge:  
       1.  The  accompanyingQuarterly  Report on Form 10-QSB of the Company for the fiscal  quarter  endedJanuary 31, 2005 (the  "Report")  fully  complies  with the requirements ofSection 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
       2.  The informationcontained in the Report fairly presents, in all material respects, the financialcondition and results of operations of the Company.

March 17, 2005  

/s/ James Martell
 
       

James Martell
 
       

President and Chief Executive Officer
 

       A signed original of the abovecertification has been provided to Champions Sports. Inc. and will be retainedby Champions Sports, Inc. and furnished to the Securities and ExchangeCommission or its staff upon request.  **30**           The  following  certification  will not be deemed  "filed" for  purposes of Section 18 of the  Securities  Exchange Act of 1934 or otherwise  subject to the liability of that section,  nor will the certification be deemed incorporated by reference  into any filing under the  Securities  Act of 1933 or the  Securities Exchange  Act of 1934,  except to the extent  that the  registrant  specifically incorporates it by reference.	
      CERTIFICATION OF PRINCIPALACCOUNTING OFFICERPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF2002
       I, James E. McCollam, Treasurer,Secretary and Principal Accounting Officer of Champions Sorts,  Inc. (the"Company"),  certify,  pursuant to Section 906 of the Sarbanes-Oxley Act of2002, that, to my knowledge:
       1.  The  accompanyingQuarterly  Report on Form 10-QSB of the Company for the fiscal  quarter endedJanuary 31, 2005 (the  "Report")  fully complies with the requirements ofSection 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
       2.  The informationcontained in the Report fairly presents, in all material respects, the financialcondition and results of operations of the Company.

March 17, 2005

/s/ James E. McCollam
 
James E. McCollam
 
       

Treasurer, Secretary and
 
       

Principal Accounting Officer
         A signed original of the above certification has been provided to Champions Sports, Inc. Inc. and will be retained by Champions Sports, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.	 	
**31**