**SECURITIES AND EXCHANGE COMMISSION****Washington, D.C.20549**
**FORM 10-QSB/A**
                   MarkOne
  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  
[X ]

THE SECURITIES EXCHANGE ACT OF 1934
 

For the quarterly period ended         October 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 registrantas specified in its charter)
Delaware                        52-1401755(State or otherjurisdiction of      (I.R.S. Employerorganization)Identification No.)
Suite 102-316, 2200 Wilson Blvd., Arlington VA 22201(Address ofprincipal 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.  Yesx     No    
       As of December14, 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
   
Condensed Consolidated Balance Sheets as of
  
October 31, 2005 (unaudited) and
  
April 30, 2005 (audited)

3
   
Condensed Consolidated Statements of Operations:
  
Three months ended  and six months ended
  
October 31, 2005 and October 31, 2004 (unaudited)

4
   
Condensed Consolidated Statements of Cash Flows:
  
Six months ended October 31, 2005 and October 31, 2004

7
  
       (unaudited)
   
Notes to Condensed Consolidated Financial Statements

8 - 16
  
Item 2.

Management's Discussions and
  
Analysis of Financial Condition
  
and Results of Operations

17
  
Item 4. Controls and Procedures 

19
 
Part II.

Other Information and Signatures
   
Item 4.

Submission of Matters to a Vote
  
of Security Holders

19
  
Item 6. 

Exhibits and Reports on Form 8-K

19
  
Signatures

20
 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

21
 
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 

22
 
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 

23
 
**2**   

**CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES** 
**CONDENSED CONSOLIDATED BALANCE SHEET** 
**OCTOBER 31, 2005 (UNAUDITED) AND APRIL 30, 2005(AUDITED)**    
**ASSETS**      
**October 31, 2005**
**April 30, 2005** 
**Unaudited** 
**CURRENT ASSETS**
  
       Cash and cash equivalents

$44,939 
$84,513 
       Inventories

- 

18,459 
   
** Total current assets**

44,939 

102,972 
   
**Property and equipment, net**
 
$152,520 
**Deposits**
 
$11,052    
**TOTAL ASSETS**

$44,939 

$266,544 
      
**LIABILITIES AND STOCKHOLDERS' (DEFICIT)**     
**CURRENT LIABILITIES**
  
       Accounts payable 

$86,875 
$69,470 
       Dividend payable on preferredstock

350,460 
350,460 
       Other accrued expenses

253,348 

213,409 
   
** Total current liabilities**

690,683 

633,339 
      
**COMMITMENTS AND CONTINGENCIES**
     
**STOCKHOLDERS' (DEFICIT)**
  
       Preferred stock, $10 par value; 56,075shares authorized;
  
       32,450 shares issued andoutstanding

324,500 
324500
       Common stock, $.001 par value;50,000,000 shares authorized 
  
       16,824,658 shares issued andoutstanding

16,825 
16,825 
       Additional paid-in capital

5,922,349 
5,922,349 
       Accumulated deficit

 (6,909,418)

 (6,630,469)

**   Total stockholders' (deficit)**

 (645,744)

 (366,795)
   
**TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)**

$44,939 

$266,544 

**3**   

**CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES**
**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
**FOR THE SIX AND THREE MONTHS ENDED OCTOBER 31, 2005 AND 2004(UNAUDITED)**              
**SIX MONTHS ENDED** 
**THREE MONTHS ENDED** 
**OCTOBER 31,** 
**OCTOBER 31,**   
**(Restated)**   
**(Restated)** 
**2005** 
**2004** 
**2005** 
**2004**
****
       
**OPERATING REVENUE**
       
       Sales

$0 
 
$               -   
 
$                 -   
 
$                 -   

** Total operating revenue**

-   
 
-   
 
-   
 
-   
        
**COSTS AND OPERATING EXPENSES**
       
       General andadministrative

113,846 
 
134,401 
 
43,847 
 
75,639 

       
       
** Total costs and operating expenses**

113,846 
 
134,401 
 
43,847 
 
75,639 
        
**LOSS BEFORE OTHER (EXPENSE)**

 (113,846)
 
 (134,401)
 
 (43,847)
 
 (75,639)
        
**DISCONTINUED OPERATIONS**
       
       Income (loss) fromdiscontinued operations (net of taxes)

 (22,583) 
 (38,749) 
748  
 (28,225)
       Loss on disposal ofassets

 (142,520)
 
-   
 
-   
 
-   

** Total discontinued operations**

 (165,103)
 
 (38,749)
 
748 
 
 (28,225)
        
**NET LOSS BEFORE PROVISION FOR INCOME TAXES**

 (278,949) 
 (173,150) 
 (43,099) 
 (103,864)
       Provision for incometaxes

       - 
-    
-    
-           
**NET LOSS APPLICABLE TO COMMON STOCKHOLDERS**

 (278,949)
 
 (173,150)
 
 (43,099)
 
 (103,864)
        
**BASIC LOSS PER COMMON SHARE**

($0.02)
 
($0.02)
 
($0.00)
 
($0.01)        
**WEIGHTED AVERAGE SHARES OUTSTANDING**

16,824,658 
 
9,703,779 
 
16,824,658 
 
13,985,948 

**4**   

**CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES**
**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW**
**FOR THE SIX MONTHS ENDED OCTOBER 31, 2005 AND 2004(UNAUDITED)**     
**(Restated)** 
**2005**
**2004**   
**CASH FLOW FROM OPERATING ACTIVITIES**
  
**Continuing Operations:**
  
       Net loss

($113,846)

($134,401)

**       Adjustments to reconcile net lossto net cash**
  
**       (used in) operatingactivities:**
     
**Changes in assets and liabilities**
  
       Accounts payable

17,405 
(11,349)
       Other accrued expenses

39,939 

86,745 

       Total adjustments

57,344 

75,396 
   
**       Net cash (used in) operatingactivities - operations**

 (56,502)

 (59,005)
   
**Discontinued Operations:**
  
       Loss from discontinued operations

 (165,103)

 (38,749)

**       Adjustments to reconcile net lossto net cash**
  
**       provided by operatingactivities:**
  
       Depreciation and amortization

-   
24,209 
       Loss on disposal of assets

142,520 
-      
**Changes in assets and liabilities**
  
       Accounts receivable

-   
11,759 
       Inventories

18,459 
3,135 
       Prepaid expenses

-   
(459)
       Deposits

11,052 
-   
       Deferred lease concessions

-   

 (2,180)

       Total adjustments

172,031 

36,464 
   
**       Net cash provided by (usedin)**
  
**       operating activities - discontinuedoperations**

6,928 

 (2,285)
   
**       Net cash (used in) operatingactivities -**
  
**       continuing and discontinuedoperations**

 (49,574)

 (61,290)
   

**CASH FLOWS FROM INVESTING ACTIVITIES**
  
**Discontinued Operations:**
  
       Proceeds from sale of assets

10,000 

-   

**       Net cash provided by investingactivities**

10,000 

-   
   
**CASH FLOWS FROM FINANCING ACTIVITIES**
  
**Discontinued Operations:**
  
       Related party payable

-   
9,100 
       Proceeds from issuance of commonstock, net
  
       Decrease (increase) in restrictedcash
  
       Net cash provided byfinancing activities

-   

9,100 
   
**NET (DECREASE) IN CASH AND CASH EQUIVALENTS**

(39,574)
(52,190)   
**CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD**

84,513 

120,116 
 
 
 
**CASH AND CASH EQUIVALENTS - END OF PERIOD**

$44,939 

$67,926 
   
**SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:**
  
       Cash paid during the period for:
  
       Interest paid

$0 

$0 
   
**SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:**
  
       Exercise of common stock option byofficer

$0 

$80,000 

**5**   
**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****OCTOBER 31, 2005 AND 2004(UNAUDITED)**
**NOTE 1-     ORGANIZATION AND BASIS OFPRESENTATION**

Champions Sports, Inc., (the "Company") a Delawarecorporation, promoted a sport theme restaurant bar concept through Company ownedand licensed operations. The Company sold the rights to the Champions brand toMarriott International, Inc. (Marriott) and became a licensee of ChampionsSports Bar Restaurants. Substantially all memorabilia sales are to Marriott. OnJune 23, 2005, the Company ceased operations for its' only sports bar located inSan Antonio, Texas.  Fixed assets with a net book value of $152,520 were soldfor $10,000 and inventory consisting of primarily restaurant food and beveragewas sold for $3,200.

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 six months ended October 31, 2005may 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 amended its previously issuedcondensed consolidated financial statements for the six months ended October 31,2004. The Company has amended these condensed consolidated financial statementsto recognize an additional $80,660 and $40,330 in officer's compensation andrelated payroll tax expense for the six and three months ended October 31, 2004.In addition, the July 31, 2004 three-month period ended activity wasinadvertently reported in place of the October 31, 2004 three-month period endedactivity. These transactions resulted in an increase in net loss applicable tocommon shares of $80,660 and $74,918 for the six and three months ended October31, 2004 to a net loss of $173,150 and 103,864 as restated, and an increase inthe accumulated deficit to $6,557,075. 

       **6**   
**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 1-     ORGANIZATION AND BASIS OFPRESENTATION (CONTINUED)**

Additionally, the Company has reclassified itsfinancial statements to take effect for the disposal of its only operatingbusiness.

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

Principles of Consolidation

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

Property and Equipment

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 $0 and$24,209 for the six months ended October 31, 2005 and 2004, respectively.

**7**   

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

Net (Loss) Per Share

Historical net (loss) per common share is computedusing the weighted average number of common shares outstanding. Diluted earningsper share (EPS) includes additional dilution from common stock equivalents, suchas stock issuable pursuant to the exercise of stock options and warrants. Commonstock equivalents were not included in the computation of diluted earnings pershare when the Company reported a loss because to do so would be antidilutivefor periods presented.  

The following is a reconciliation of the computationfor basic and diluted EPS:
 
**October 31,** 
**October 31,** 
**2005**
 
**2004**
    
Net loss

 $     (278,949)
 
 $     (173,150)
    
Weighted-average common shares
   
Outstanding (Basic)

16,824,658  
       9,703,779     
Weighted-average common stock
   
Equivalents
   
       Stock options

       -  
       - 
       Warrants

       - 
 
       - 
    
Weighted-average common shares
   
Outstanding (Diluted)

    16,824,658 
 
       9,703,779 
    
Options and warrants outstanding to purchase stockwere not included in the computation of diluted EPS for October 31, 2005 and2004 because inclusion would have been antidilutive.  

**8**   
**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**

Cash and CashEquivalents     

For purposes of the condensed consolidated statementsof cash flow, the Company considers all highly liquid debt instruments purchasedwith a maturity of three months or less, unless restricted as to use, to be cashequivalents. At various times throughout the periods the Company had amounts ondeposit at financial institutions in excess of federally insured limits.

           **IncomeTaxes**
       

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 at enactedtax rates expected to be in effect when such amounts are realized orsettled.

           **FairValue of Financial Instruments**

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)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**       **
           **Stock-BasedCompensation**

Employee stock awards under the Company's compensationplans are accounted for in accordance with Accounting Principles Board OpinionNo. 25 ("APB 25"), "Accounting for Stock Issued to Employees", and relatedinterpretations. The Company provides the disclosure requirements of Statementof Financial Accounting Standards No. 123, "Accounting for 

Stock-Based Compensation" ("SFAS 123"), and relatedinterpretations. Stock-based awards to non-employees are accounted for under theprovisions of SFAS 123 and has adopted the enhanced disclosure provisions ofSFAS No. 148 "Accounting for Stock-Based Compensation- Transition andDisclosure, 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 forEquity Instruments that are Issued to Other Than Employees for Acquiring, or inConjunction with Selling, Goods or Services". The fair value of the optionissued is used to measure the transaction, as this is more reliable than thefair value of the services received. The fair value is measured at the value ofthe Company's common stock on the date that the commitment for performance bythe counterparty has been reached or the counterparty's performance is complete.The fair value of the equity instrument is charged directly to compensationexpense and additional paid-in capital.

**10**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
           **RecentAccounting Pronouncements**
           **ShareBased Payments**

In December 2004, the FASB issued Financial AccountingStandards No. 123 (revised 2004) (FAS 123R), "Share-Based Payment, " FAS 123Rreplaces FAS No. 123, "Accounting for Stock-Based Compenasation", and supersedesAPB Opinion No. 25, "Accounting for Stock Issued to Employees."  FAS 123Rrequires compensation expense, measured as the fair value at the grant date,related to share-based payment transactions to be recognized in the financialstatements over the period that an employee provides service in exchange for theaward.  The Company intends to adopt FAS 123R using the "modified prospective"transition method as defined in FAS 123R.  Under the modified prospectivemethod, companies are required to 1) record compensation cost prospectively forthe unvested portion, as of the date of adoption, of previously issued andoutstanding awards over the remaining vesting period of such awards.  FAS 123Ris effective January 1, 2006.  The Company is evaluating the impact of FAS 123Ron its' results and financial position.

           **InventoryCosts**

In November 2004, the FASB issued Financial AccountingStandards No. 151 (FAS 151), "Inventory Costs - an amendment of ARB No. 43,Chapter 4".  FAS 151 clarifies the accounting for abnormal amounts of idlefacility expense, freight, handling costs and spoilage.  In addition, FAS 151requires companies to base the allocation of fixed production overhead to thecosts of conversion on the normal capacity of production facilities.  FAS 151 iseffective for the Company in 2006.  The Company does not expect FAS 151 to havea material impact on its results or financial statements.  

**11**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
           **RecentAccounting Pronouncements (Continued)**
           **Exchangeof Non-Monetary Assets**

On December 16, 2004, FASB issued Statement ofFinancial Accounting Standards No. 153, "Exchanges of Non-monetary Assets, anamendment of APB Opinion No. 29, Accounting for Non-monetary Transactions"("SFAS 153").  This statement amends APB Opinion 29 to eliminate the exceptionfor non-monetary exchanges of similar productive assets and replaces it with ageneral exception for exchanges of non-monetary assets that do not havecommercial substance.  Under SFAS 153, if a non-monetary exchange of similarproductive assets meets a commercial-substance criterion and fair value isdeterminable, the transaction must be accounted for at fair value resulting inrecognition of any gain or loss.  SFAS 153 is effective for non-monetarytransactions in fiscal periods that begin after June 15, 2005.  Theimplementation of this standard did not have a material impact on its financialposition, results of operations or cash flows.

           **Reclassifications**

The loss from discontinued operations for the sixmonths ended October 31, 2004 was reclassified to reflect the sale of theCompany's only operating business activity in the condensed consolidatedstatements of operations in accordance with the provisions of SFAS 144. Thereclassification had no effect on net loss for the three-month period endedOctober 31, 2004.

**12**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 3-**     **COMMITMENTS ANDCONTINGENCIES**
           *Operatingleases     *

The Company leased, as tenant, restaurant space underan operating lease, which expired June 30, 2005 and was not renewed. The leaseescalated for increases in the landlord's expenses for increases in the ConsumerPrice Index, and required additional rentals based on a percentage of restaurantsales over a defined amount. The lease granted the Company certain concessions,which were amortized to lease expense over the term of the lease.

Rental expense during the six months ended October 31,2005 and 2004 was $43,132 and $101,144, respectively.

**NOTE 4-     MARRIOTT LICENSE**

The Company was an exclusive supplier of sportsmemorabilia and a consultant to all new Champions Sports Bars located inMarriott and Renaissance Hotels worldwide.  This agreement was terminated byMarriott effective May 28, 2005. 

**NOTE 5-     ACCRUED EXPENSES**

This account represents accrued officer's payroll andrelated payroll taxes. 

**NOTE 6-     STOCKHOLDERS' DEFICIT**
           **CommonStock**

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

There were no issuances of common stock during the sixmonths ended October 31, 2005 and 2004, respectively.

           **PreferredStock**

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

**13**   

**CHAMPION SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 6-     STOCKHOLDERS' DEFICIT (Continued)**
           **PreferredStock (Continued)**

The Series A preferred stock requires a dividend of 12percent per annum, and the dividends are to be accrued on the Company's book ifnot paid. The dividend may be paid in 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 in 2003.

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 October 31, 2005 and 2004, the deferralwas $0, respectively. Preferred stock dividends in arrears at October 31, 2005aggregated $350,460 ($10.83 per preferred share). Effective November 2003,pursuant to a board resolution, the Company cancelled its payment and/oraccruing of preferred stock dividends.  The remaining accrued dividends areanticipated to be paid in cash or common stock upon successful merger or otherbusiness combination. 

           **CommonStock Options**

The Company in 1993 adopted a stock option plan, whichexpired on August 2, 2002. No options were exercised under the plan. All optionsgranted by the Company were granted pursuant to board resolutions and not underthe stock option plan. 

**NOTE 7-     GOING CONCERN**

As shown in the accompanying condensed consolidatedfinancial statements, the Company has sustained net operating losses for theyears ended April 30, 2005 and 2004 and for the six months ended October 31,2005, and has sustained large accumulated deficits that raise substantial doubtabout its ability to continue as a going concern. In addition, the Company is insearch of acquiring a business, or finding a suitable merger candidate. 

**14**   
**CHAMPION SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 7-     GOING CONCERN (Continued)**

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

The Company's future success is dependent upon itsability 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 8-     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. Deferredincome taxes will be measured based on the tax rates expected to be in effectwhen the temporary differences are included in the Company's consolidated taxreturn. Deferred tax assets and liabilities are recognized based on anticipatedfuture tax consequences attributable to differences between financial statementcarrying amounts of assets and liabilities and their respective taxbases.

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

Deferred tax asset  

$
2,418,296 
Less:  valuation allowance           
 
(2,418,296) 
Net deferred tax asset

$

-0-
 
At October 31, 2005, the Company had federal netoperating loss carryforwards in the approximate amounts of $4,453,949 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.

**15**   

**CHAMPION SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)****OCTOBER 31, 2005 AND2004 (UNAUDITED)**
**NOTE 9-     RESTATEMENT OF PREVIOUSLY ISSUEDFINANCIAL STATEMENTS**

The Company has amended its previously issuedcondensed consolidated financial statements for the six months ended October 31,2004. The Company has amended these condensed consolidated financial statementsto recognize an additional $80,660 and $40,330 in officer's compensation andrelated payroll tax expense for the six and three months ended October 31, 2004.In addition, the July 31, 2004 three-month period ended activity wasinadvertently reported in place of the October 31, 2004 three-month period endedactivity. These transactions resulted in an increase in net loss applicable tocommon shares of $80,660 and $74,918 for the six and three months ended October31, 2004 to a net loss of $173,150 and 103,864 as restated, and an increase inthe accumulated deficit to $6,557,075.

**NOTE 10-      DISPOSAL OF BUSINESS**

On June 23, 2005, the Company ceased operations forits' only sports bar located in San Antonio, Texas.  Fixed assets with a netbook value of $152,520 were sold for $10,000 and inventory consisting ofprimarily restaurant food and beverage was sold for $3,200.  The Company'scondensed consolidated financial statements have been reclassified to reflectthis sale as discontinued operations, for all periods presented. Summarizedoperating results of discontinued operations are as follows:
 
October 31,
October 31,  
2005
2004   
Revenues

$
   274,626
$
  865,232  
Net loss before income taxes  

$
   (22,583)
$
  (38,749)  
Provision for taxes

$
       -
$
       -  
Net loss

$
   (22,583)
$
  (38,749)  
Net loss per share   

$
      (0.00)
$
       (0.00)  
Diluted loss per share

$
      (0.00)
$
       (0.00) 
**16**   

**Item 2. Managements Discussion and Analysis of Financial Condition andResults of Operations**
**There is substantial doubt about the Company's ability tocontinue as a going concern. The Company's independent auditor, for theyear ending April 30, 2005, has expressed substantial doubt that the Company cancontinue as a going concern due to recurring losses and working capitalshortages and that there is no guarantee that the Company will be able to raiseenough capital or generate revenues to sustain its operations. The Company iscontinuing to face grave liquidity and cash problems as of date of the filing ofthis 10-QSB. The Company's Champions sports bar restaurant in San Antonio, Texaswhich provided almost 100 percent of its revenues, ceased its restaurantoperations in June of 2005 after its 16 year old lease expired. The Company doesnot have the resources to open and operate a restaurant in another location. Itis the intention of the Company to continue operations until such time asChampions finds a business opportunity and merges with another company or raisesadditional financing, although there is no assurance that this can be done onterms satisfactory to the Company. The Company is continuing to actively look atvarious business opportunities in order to continue operations. If the Company'sliquidity situation does not improve, the Company might have to discontinue itsbusiness as a going concern.**
Results of Operation
           For the sixmonths ended October 31, 2005, the Company's net loss  was   $278,949 and thenet loss was for the three months ended $43,099.  The Company's total assetsdecreased by $ 221,605 to $44,939 from  $266,544 at April 30, 2005.
           For the sixmonths ended October 31, 2004, the Company's net loss $173,150. For the threemonths ended October 31, 2004, the Company's net loss was $103,864. TheCompany's total assets decreased by $90,835 to $301,084 from $391,919 at April30, 2004.     
       
Revenues
           The Company'stotal revenues were $0.00 for the three months ended and six months endedOctober 31, 2005 and for the three-month period ended and six month periodOctober 31, 2004, as reclassified.  The company ceased operations at San AntonioChampions location on June 23, 2005. The lease on this location expired on June30, 2005 and the Company vacated the premise on that date. The San Antoniolocation had provided 99% of the Company's revenues.  The Company's condensedconsolidated financial statements have been reclassified to reflect this sale asdiscontinued operations, for all periods presented. Summarized operating resultsof discontinued operations are as follows:
 
October 31,
October 31,  
2005

2004
   
Revenues

$
274,626
$
865,232  
Net loss before income taxes 

$
 (22,583)
$
 (38,749)  
Provision for taxes

$
-
$
-  
Net loss

$
 (22,583)
$
 (38,749)  
Net loss per share
$
 (0.00)
$
 (0.00)  
Diluted loss per share

$
 (0.00)
$
 (0.00) 

Expenses
         General and administrativeexpense for the Company's corporate office was $113,846  for the six monthsended October 31, 2005 compared to $134,401 for the six months ended October 31,2004.  **17**   
Liquidity and Capital Resources
           The Company'scash position as of October 31, 2005 was $44,939 compared to $84,513 on April30, 2005. For the six month period, the Company's operations, continuing anddiscontinued, used $49,574 in cash. The Company met its liquidity needs from itscash reserves. 
           The Company'sworking capital was a negative $645,744 on October 31, 2005 and a negative$530,367 on April 30, 2005.  The Company's working capital is very unfavorablewhen compared to other public companies.
Other     
           The Company isfacing liquidity problems and is uncertain that it will be able to continueoperations without an infusion of cash.  The Company's liquidity problems havebeen further exasperated by the closing to the Company's San Antonio location.The Company continues to review and evaluate its operations and priorities.  TheCompany is actively   pursuing merger or acquisition   candidates and otherfinancing possibilities to meet its liquidity needs.  There is no assurance thatthe Company will be able to structure a merger or acquisition, or raiseadditional financing to continue operations on terms satisfactory to theCompany.
           **Furthermore,The Company's independent auditor has expressed substantial doubt that theCompany can continue as a going concern.**
**SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS**
           This documentcontains "forward-looking statements" (within the meaning of the PrivateSecurities Litigation Act of 1995) that inherently involve risk anduncertainties.  The Company generally uses words such as "believe," "may,""could," "will," "intend,"  "expect,"  "anticipate,"  "plan," and similarexpressions to identify forward-looking statements.  One should not place unduereliance on these forward-looking statements.  The Company's actual resultscould differ materially from those anticipated in the forward-looking statementsfor many unforeseen factors, which may include, but are not limited to, changesin general economic conditions, the ongoing threat of terrorism, ability to haveaccess 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's futureresults, levels of activity, performance or achievements may not meet theseexpectations.  The Company does not intend to update any of the forward-lookingstatements after the date of this document to conform these statements to actualresults or to changes in the Company's expectations, except as required bylaw.**18**   

Item 4.     CONTROLS AND PROCEDURES
             Disclosurecontrols are procedures that are designed with the objective of ensuring thatinformation required to be disclosed in Company's reports under the SecuritiesExchange Act of 1934, such as this Form 10Q-SB, is reported in accordance withthe Securities and Exchange Commission's rules.  Disclosure controls are alsodesigned with the objective of ensuring that such information is accumulated andcommunicated to management, including the Chief Executive Officer and ChiefFinancial Officer as appropriate to allow timely decisions regarding requireddisclosure.
           Within the 90days prior to the date of this report, the Company carried out an evaluationunder  the  supervision  and  with  the participation of the Company'smanagement,  including the Company's Chief  Executive  Officer  and  ChiefFinancial  Officer,   of  the effectiveness of  the  design  and   operation  ofthe  Company'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 wereno significant changes in the Company's internal controls or in other factorsthat could significantly affect these controls subsequent to the date of theirevaluation.
           Certificationsof the Chief Executive Officer and Chief Financial Officer regarding, amongother items, disclosure controls and procedures are included immediately afterthe signature section of this Form 10Q-SB.
**Part II.   Other Information**
**Item 4.  Submission of Matters to A Vote of Security Holders**
           None
**Item 6.  Exhibits and Reports on Form 8-K**
           None**19**   

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 undersignedhereunto 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
 

December 14, 2005**20**   

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Section 302 Certification
I, JAMES MARTELL, certify that:
(1) I have reviewed this quarterly report on Form 10Q-SB of CHAMPIONS SPORTS,INC., a Delaware corporation (the "registrant");
(2) Based on my  knowledge,  this  quarterly  report does not contain any untruestatement of a material fact or omit to state a material fact  necessary to makethe statements made, in light of the  circumstances  under which such statementswere made, not  misleading  with respect to the period covered by this quarterlyreport;
(3)  Based on my  knowledge,  the  financial  statements,  and  other  financialinformation  included in this quarterly  report,  fairly present in all materialrespects the financial  condition,  results of operations  and cash flows of theregistrant as of, and for, the periods presented in this quarterly report;
(4)  The  registrant's  other  certifying  officers  and I are  responsible  forestablishing and maintaining  disclosure  controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:
          (a) Designed suchdisclosure controls and procedures to ensure that material information relatingto the registrant, including its consolidated     subsidiaries, is made known tous by others within those entities, particularly during the period in which thisquarterly report is being      prepared;
          (b) Evaluated theeffectiveness of the registrant's disclosure controls and  procedures  as of adate  within 90 days prior to the  filing  date of this  quarterly report (the"Evaluation Date"); and
          (c)  Presented  in  thisquarterly   report  our  conclusions   about  the effectiveness  of thedisclosure  controls  and  procedures  based  on our evaluation as of theEvaluation Date;
(5) The registrant's  other certifying  officers and I have disclosed,  based onour most recent evaluation, to the registrant's auditors and the audit committeeof the  registrant's  board of directors (or persons  performing  the equivalentfunctions):
          (a) all  significantdeficiencies  in the design or  operation of internal      controls which couldadversely affect the  registrant's  ability to record,      process,  summarizeand report  financial data and have  identified for the      registrant'sauditors any material weaknesses in internal controls; and
          (b) any fraud,  whetheror not material,  that involves management or other      employees  who  have  asignificant  role  in  the  registrant's  internal      controls; and
(6) The  registrant's  other  certifying  officers and I have  indicated in thisquarterly report whether there were significant  changes in internal controls orin other factors that could significantly affect internal controls subsequent tothe date of our most recent  evaluation,  including any corrective  actionswith
regard to significant deficiencies and material weaknesses.
Date:  December 14, 2005
 
By: /s/ JAMES MARTELL
  
-----------------------
  
JAMES MARTELL
  
Chief Executive Officer
 
**21**   

CERTIFICATION OF CHIEF FINANCIAL OFFICER
Section 302 Certification
I, JAMES E. MCCOLLAM, certify that:
(1) I have reviewed this quarterly report on Form 10Q-SB of CHAMPIONS SPORTS,INC., a Delaware corporation (the "registrant");
(2) Based on my knowledge, this  quarterly  report does not contain any untruestatement of a material fact or omit to state a material fact  necessary to makethe statements made, in light of the  circumstances  under which such statementswere made, not  misleading  with respect to the period covered by this quarterlyreport.
(3) Based on my  knowledge,  the  financial  statements,  and  other  financialinformation  included in this quarterly  report,  fairly present in all materialrespects the financial  condition,  results of operations  and cash flows of theregistrant as of, and for, the periods presented in this quarterly report; 
(4)  The  registrant's  other  certifying  officers  and I are  responsible  forestablishing and maintaining  disclosure  controls and procedures (as defined inExchange Act Rules 13a-14 and 15d-14) for the registrant and have:
          (a)  Designed  suchdisclosure  controls  and  procedures  to ensure  that     material informationrelating to the registrant, including its consolidated     subsidiaries,  ismade  known  to  us by  others  within  those  entities,     particularlyduring  the period in which  this  quarterly  report is being     prepared;
          (b) Evaluated theeffectiveness of the registrant's disclosure controls and     procedures  as ofa date  within 90 days prior to the  filing  date of this     quarterly report(the "Evaluation Date"); and
          (c)  Presented  in  thisquarterly   report  our  conclusions   about  the effectiveness  of thedisclosure  controls  and  procedures  based  on our evaluation as of theEvaluation Date;
(5) The registrant's  other certifying  officers and I have disclosed,  based onour most recent evaluation, to the registrant's auditors and the audit committeeof the  registrant's  board of directors (or persons  performing  the equivalentfunctions):
          (a) all  significantdeficiencies  in the design or  operation of internal     controls which couldadversely affect the  registrant's  ability to record,     process,  summarizeand report  financial data and have  identified for the     registrant'sauditors any material weaknesses in internal controls; and
          (b) any fraud,  whetheror not material,  that involves management or other     employees  who  have  asignificant  role  in  the  registrant's  internal     controls; and
(6) The  registrant's  other  certifying  officers and I have  indicated in thisquarterly report whether there were significant  changes in internal controls orin other factors that could significantly affect internal controls subsequent tothe date of our most recent  evaluation,  including any corrective  actions withregard to significant deficiencies and material weaknesses.
Date:  December 14, 2005
 
By: /s/ JAMES E. McCOLLAM
  
-------------------------
  
JAMES E. McCOLLAM
  
Chief Financial Officer
 
**22**   
**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**
In connection with the quarterly report of Champions Sports, Inc. (the"Company") on Form 10-QSB for the six months ended October 31, 2005 as filedwith the Securities and Exchange Commission on the date hereof (the "Report"),each of the undersigned, in the capacities and on the dates indicated below,hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

1.  

The Report fully complies with the requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934; and 

 

2.      

The information contained in the Report fairly presents, in all materialrespects, the financial condition and results of operation of the Company. 

Dated: December 14, 2005

By:  

/s/ James M. Martell

 

 

  

  

James M. Martell, Chief Executive Officer 
      
Dated: December 14, 2005

By:  

/s/ James E. McCollam 

 

 

  

  

James E. McCollam, Chief Financial Officer 
**23**