SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   FORM 10-QSB




         Mark One
           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
           [X ]   THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended         October 31, 1997
                                                ----------------

                                       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.)

              Suite 305, 2500 Wilson Boulevard, 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 the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes x No

As of December 10, 1997 the Registrant had a total of 8,500,638 shares of common
stock outstanding.






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                             CHAMPIONS SPORTS, Inc.

                                   FORM 10-QSB

                                      INDEX

                                                                      Page

Part I.    Financial Information

           Item 1.  Financial Statements

           Consolidated Balance Sheets as of
             October 31, 1997 (unaudited) and
             April 30, 1997                                             3

           Consolidated Statements of Operations:
             Three months and six months ended
             October 31, 1997, and  October 31, 1996,
                     (unaudited)                                        4

           Consolidated Statements of Cash Flows:
             Six months ended October 31, 1997, and
             October  31, 1996 (unaudited)                              5

           Notes to Consolidated Financial Statements                   6

           Item 2.  Management's Discussions and
                    Analysis of Financial Condition
                    and Results of Operations                           7

Part II.   Other Information and Signatures

           Item 4.     Submission of Matters to a Vote
                         of Security Holders                            9

           Item 6.      Exhibits and Reports on Form 8-K                9

           Signatures                                                  10






                                        2

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<TABLE>

                     Champions Sports, Inc. and Subsidiaries
                           Consolidated Balance Sheets


<CAPTION>

                                                                          OCT 31       APRIL 30
                                                                           1997          1997


                               ASSETS
<S>                                                                      <C>          <C>    

Current assets
   Cash and cash equivalents                                              $179,689     $219,881
   Certificate of deposit                                                   25,080       25,080
   Accounts receivable - trade                                             447,600       15,599
   Inventories                                                              53,030       57,919
   Prepaid  expenses                                                        14,664       19,174
   Deferred tax asset                                                      215,892      215,892
         Total current assets                                              935,955      553,545

Property and Equipment
   Furniture and Equipment                                                 524,055      516,956
   Leasehold improvements                                                  570,962      567,312
                                                                         1,095,017    1,084,268
   Accumulated depreciation and amortization                             (671,496)    (644,362)
                                                                           423,521      439,906
Other assets
   Deposits                                                                 11,052       11,052


         Total assets                                                   $1,370,528   $1,004,503




                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable                                                        $121,035      $49,658
   Dividend payable on preferred stock                                      201,870      201,870
   Notes payable                                                              7,745       17,201
   Deferred revenue                                                               0            0
   Other accrued expenses                                                    44,142       50,733
   Current portion of deferred lease concession                               4,363        4,363
         Total current liabilities                                          379,155      323,825

Deferred lease concession (excluding current portion)                        26,826       29,007

   Accounts receivable - trade                                              447,600       15,599
Note payable, excluding current portion

Commitments and contingencies

Stockholders' equity
 Preferred stock:
  Series A, 12% convertible cumulative, par value $10 per share,
  preferred as to dividends and liquidation: 650,000 shares
  authorized 56,075 issued and outstanding.                                 560,752      560,752
  Undesignated, par value $10 per share, 150,000 authorized
  and unissued.                                                                  0            0

 Common  stock,  par  value  $.001  per  share,  50,000,000  shares  authorized,
  8,500,638 shares issued and outstanding at
  July 31 and April 30, 1996                                                  8,501        8,501

 Additional paid-in capital                                               5,308,112    5,308,112
 Accumulated deficit                                                    (4,912,818)  (5,225,694)
    Total stockholders' equity                                              964,547      651,671

    Total liabilities and stockholders' equity                           $1,370,528   $1,004,503


See notes to consolidated financial statements

</TABLE>



                                     3

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<TABLE>
<CAPTION>


                             CHAMPIONS SPORTS, INC.
                      Consolidated Statement of Operations
                                   (Unaudited)

                                                              Three months                    Six months
                                                            ended October 31                ended October 31,
                                                           1997             1996             1997          1996
<S>                                                     <C>              <C>              <C>           <C>    
Revenue
   Food and beverage sales                                $406,559        $413,673          $843,989      $845,418
   Merchandise                                               3,790           4,468             8,868         7,623
   Licensing fees,  royalties and memorabilia               95,700          95,985           226,404       195,687
   Interest income                                             199             515             1,250           794
   Other income                                              4,626           5,699            11,499        10,568
                                                          $510,873        $520,339        $1,092,010    $1,060,090
Expense
   Cost of food and beverage sales                         114,540         111,911           235,529       224,504
   Cost of merchandise and memorabilia sales                25,165          19,125            29,274        22,124
   Restaurant payroll and related costs                    147,366         136,531           298,282       284,580
   Restaurant occupancy costs                               40,358          54,623            91,015       104,720
   Other restaurant costs                                   82,136          89,461           167,714       183,029
   General and administrative                              106,517          74,195           220,565       162,945
   Depreciation and amortization                            13,567          13,567            27,134        27,134
   Interest expense                                             84             884               455         1,229
                                                           529,733         500,297         1,069,969     1,010,265

Net Income from continuing operations                    ($18,860)         $20,041           $22,042       $49,825

Extraordinary gain                                        $290,641               -          $290,641             -

Net income                                                $271,781         $20,041          $312,683       $49,825

Net income  per common share*                                $0.03           $0.00             $0.04         $0.01

   Weighted average number of common
    shares outstanding during the
    period                                               8,500,638       8,500,638         8,500,638     8,500,638


  *The income (loss) per common share has been computed on the weighted  average
   number of shares outstanding during the period.  Warrants are not included as
   common stock  equilvants in the  computation of income (loss) per share since
   the effect would not be material.

</TABLE>







                                       4

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<TABLE>
<CAPTION>





                         CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows
                    Increase (Decrease) in Cash and Cash Equivalents
                          For the nine months ended January 31,


                                                                     1997         1996
<S>                                                             <C>           <C>    

Cash flows from operating activities:
   Net income ................................................   $  54,842    $  47,597
   Adjustments to reconcile net income
   to cash provided by (used ) by operating activities:
    Depreciation and amortization ............................      40,702       50,508
  Changes in asset and liabilities
      Accounts receivable ....................................     (95,472)      36,280
      Inventories ............................................     (23,620)     (16,118)
      Prepaid expenses .......................................     (14,724)     (33,362)
      Accounts payable .......................................      (9,228)     (34,190)
      Deferred revenue .......................................        --        (75,000)
      Other accrued expenses .................................      13,636        2,436
      Deferred lease concessions .............................      (3,273)      (3,272)
              Net cash provided (used) by operating activities     (37,137)     (25,121)

Cash flows from investing activities:
   Purchase of certificate of deposit ........................           0            0
   Sale of property and equipment ............................           0            0
        Net cash provided by investing activities ............           0            0


Cash flows from financing activities:
   Repayment of borrowings ...................................     (19,196)     (14,277)
   Common Stock issued upon the exercise of options ..........        --         60,000
        Net cash provided (used)  by financing activities ....     (19,196)      45,723


      Deferred revenue .......................................        --        (75,000)
Net increase  (decrease) in cash and cash equivalents ........     (56,332)      20,602

Cash and cash equivalents at beginning of year ...............     141,930      131,102
Cash and cash equivalents at January 31, .....................      85,598      151,704

Supplemental disclosure of cash flow information:
  Cash paid during the period  for interest ..................       1,946        3,722

See notes to consolidated financial statements
</TABLE>

                                     5

<PAGE>







                             CHAMPIONS SPORTS, INC.

                   Notes to Consolidated Financial Statements

                                October 31, 1997

Summarized Financial Information

Company or group of companies for which report is filed:

CHAMPIONS Sports, Inc. and Subsidiaries

The  consolidated  balance  sheet  as of  October  31,  1997,  the  consolidated
statements of operations and the  consolidated  statements of cash flows for the
three  months and six months  ended  October  31, 1997 and October 31, 1996 have
been prepared by the company,  without audit. In the opinion of management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial position, results of operations and changes in cash
flow at October 31, 1997 and for all periods presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted. It is suggested that these consolidated  financial statements
be read in conjunction with the financial  statements and notes thereto included
in the Company's  10-KSB as of April 30, 1997. The results of operations for the
period ended  October 31, 1997 are not  necessarily  indicative of the operating
results for the full year.

                                       6

<PAGE>




Item 2. Managements  Discussion and Analysis of Financial  Condition and Results
of Operations


Results of Operation

     For the six month period ended October 31,1997,  the Company realized a net
profit of $312,683 or $0.04 per common share as compared to a profit of $ 49,825
or $0.01 per common share for the six month period ended  October 31, 1996.  The
increase in net profit is attributed to the Company  selling the Champions brand
name and trademark to Marriott  International  during the second  quarter of the
current  fiscal year.  Company's  assets  increased to $1,370,528 at October 31,
1997  from  $1,004,503  at April  30,  1997.  The  Company  realized  a one time
extraordinary gain from the sale of the Champions brand of $290,641 and a profit
from its  operations of $22,042 during the six months ended October 31, 1997 For
the six months ended  October 31,  1996,  the  Company's  net profit was $49,825
which was derived from its operations.

Revenues

     The  Company's  total  revenues  were  $1,092,010  for the six months ended
October 31, 1997 versus  $1,060,090  for the six month period ended  October 31,
1996,  an increase of $31,920 or 3.0%.  By  component,  food and beverage  sales
remained flat at $843,989  compared to $845,418 for the six months ended October
31, 1997 and 1996.  Merchandise  sales for the six months ended October 31, 1997
and 1996  were less  than 1% if the  Company's  total  revenues.  Revenues  from
licensing fees, royalties and memorabilia increased by 15.7% to $226,404 for the
six months ended October 31, 1997 from $195,687 in the  proceeding  period.  The
Company  recorded  licensing fees of $226,404 prior to the sale of the Champions
brand and trademark to Marriott International.

Expenses

     Cost of food  and  beverage  was  $235,529  or 27.9%  of  related  sales of
$843,989 for the six months ended October 31, 1997 compared to $224,504 or 26.6%
of related sales for the comparable  six months ended October 31, 1996.  Cost of
merchandise and memorabilia  sales for the six months ended October 31, 1997 was
of $29,274 and $22,124 for the six months  ended  October 31,  1996.  Restaurant
payroll and related costs  increased to 35.3% or food and beverage sales for the
six months ended October 31, 1997 contrasted to 33.7% of food and beverage sales
during  the  six  months  ended  October  31,1996.  Restaurant  occupancy  costs
decreased by 13.1% from the comparable  period in 1996, due to a decrease in the
common area  charges  and real estate  taxes  passed on by the  landlord.  Other
restaurant  costs decreased by 8.4% to $167,714 from $183,029.  This decrease is
attributed to reduction in promotion costs.  General and administrative  expense
for the Company's corporate office was $220,565 for the six months ended October
31, 1997  compared  to  $162,945  for the six months  ended  October  31,  1996.
Depreciation  and  amortization  expense  remained  constant in each  comparable
period at $27,134.


Liquidity and Capital Resources

     The Company's  cash  position on October 31, 1997 was $179,689  compared to
$219,881 on April 30, 1997, a decrease of $40,192.  On October 31, 1997, as well
as on April 30,  1997,  the  Company  maintained  a  certificate  of  deposit of
$25,080.  For the six months ended  October 31, 1997,  the  Company's  operating
activities  consumed $19,987 in cash. The Company  purchased $10,749 in property
and equipment and repaid borrowings of $9,456.  For the six months ended October
31, 1996, the Company's  operations provided cash of $41,117 and used $12,413 to
repay borrowings. During the six months ended October 31, 1997 and 1996,

                                       7
<PAGE>
<PAGE>
the Company met its cash needs from its revenues and from cash flow from its San
Antonio  operation.  On October 31,  1997,  the  Company's  working  capital was
$556,800  versus  $229,720 on April 30, 1997. The Company  anticipates  that the
revenues  generated from its location in San Antonio,  Texas along with revenues
generated from its consulting and the sale of memorabilia  will be sufficient to
met its  operating  obligations  for the next six months.  Stockholder's  equity
increased  to $964,547  on of October 31, 1997  compared to $651,671 as of April
30, 1997, as a result of the net profit for the six month period.

     The Company is actively pursuing merger/acquisition candidates. There is no
assurance  that the Company will be able to structure a merger or acquisition on
terms satisfactory to the Company.

Subsequent Events


     On September  22, 1997,  the Board of  Directors,  in order to preserve the
Company's cash reserves,  voted to defer payment of $67,290, the annual dividend
on the Series A, 12% convertible,  cumulative Preferred Stock, par value $10, of
which there were 56,075 shares outstanding at October 31, 1997.



                                       8

<PAGE>





Part II.   Other Information

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

     The were no matters  submitted  to a vote of  Security  Holders  during the
three month period ended October 31, 1997.


Item 6.  Exhibits and Reports on Form 8-K

     On November 10, 1997,  the Company filed with the  Commission  Form 8-K, in
which the Company  disclosed  the sale of the  Champions  brand and trademark to
Marriott International.

                                       9
<PAGE>







                                   SIGNATURES

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


                               CHAMPIONS Sports, Inc.




                               __/s/ James Martell______

                               James Martell
                 Chairman, President and Chief Executive Officer



                               __/s/ James E. McCollam__
                               James E. McCollam
                               Controller and Chief Accounting
                               Officer


December 10, 1997


















                                       10

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