**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   October 31, 2006
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 itscharter)
Delaware
52-1401755
(State or other jurisdiction of
(I.R.S. Employer
organization)
Identification No.)

2200 Wilson Blvd., Suite 102-316, Arlington VA 22201(Address ofprincipal executive offices)(Zip code)
(703) 526-0400(Registrant’s telephone number, including areacode)
       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 December 12, 2006 the Registranthad a total of 17,824,658 shares of common stock outstanding.****   

**CHAMPIONS SPORTS, Inc.****FORM 10-QSB**
INDEX
 
       

Page

Part I. 

Financial Information
   
Item 1.   Financial Statements
   
       Condensed Consolidated Balance Sheetas of
  
       October 31, 2006 (Unaudited)

5
  
       Condensed Consolidated Statements ofOperations
  
       for the six months and three monthsended October 31, 2006 
  
       October 31, 2005 (Unaudited)

6
  
       Condensed Consolidated Statements ofCash Flow for the
  
       six months ended October 31, 2006 andOctober 31, 2005 (Unaudited)

7
    
       Notes to Condensed ConsolidatedFinancial Statements (Unaudited)

8-17
  
Item 2.   Management’s Discussions and Analysis
  
              ofFinancial Condition and Results of Operations

18-22
  
Item 4.   Controls and Procedures

22
   
Part II.

Other Information and Signatures
     
Item 4.   Submission of Matters to a Vote of Security Holders

23
 
Item 6.   Exhibits and Reports on Form 8-K

23
 
Signatures

24
   
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

25

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

26

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

27

**2**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS****OCTOBER 31, 2006 AND 2005(UNAUDITED)******   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****INDEX TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****OCTOBER 31, 2006 AND 2005(UNAUDITED)**
 
Page

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
   
Condensed Consolidated Balance Sheet as of October 31, 2006 (Unaudited)

  5
  
Condensed Consolidated Statements of Operations for the Six and Three Months
  
 

Ended October 31, 2006 and 2005 (Unaudited)

  6
     
Condensed Consolidated Statements of Cash Flows for the Six Months Ended
 
 

October 31, 2006 and 2005 (Unaudited)

  7
  
Notes to Condensed Consolidated Financial Statements (Unaudited)

8-17
****   

**CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES**
**CONDENSED CONSOLIDATED BALANCESHEET**
**OCTOBER 31, 2006 (UNAUDITED)**    
**ASSETS**    
**2006**
**CURRENT ASSETS**
  
Cash and cash equivalents

$
352 
  
**Total current assets**
 
352 
      
**TOTAL ASSETS**

$
352 
    
**LIABILITIES AND STOCKHOLDERS’(DEFICIT)**     
**CURRENT LIABILITIES**
  
Accounts payable

$
32,951  
Other accrued expenses

287,342   
Officer loans payable
 
37,000 
  
**Total current liabilities**
 
357,293 
    
**COMMITMENTS AND CONTINGENCIES**
     
**STOCKHOLDERS’ (DEFICIT)**
  
Preferred stock, $10 par value; 56,075 sharesauthorized;
  
  0 shares issued and outstanding

-  
Common stock, $.001 par value; 50,000,000 sharesauthorized;
  
  17,824,658 issued and outstanding

17,825  
Additional paid-in capital

6,596,309  
Accumulated deficit
 
(6,971,075)
 
Total stockholders’ (deficit)
 
(356,941)
    
**TOTAL LIABILITIES AND STOCKHOLDERS’(DEFICIT)**

$
352 

The accompanying notes are an integral part of these condensed consolidatedfinancial statements.**5**   

**CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES**
**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
**FOR THE SIX AND THREE MONTHS ENDED OCTOBER 31, 2006 AND 2005(UNAUDITED)**                     
**Six Months Ended October 31,** 
**Three Months Ended October 31,**       
**2006** 
**2005** 
**2006** 
**2005**
**OPERATING REVENUE**
           
       Sales
     
$
- 

$
- 

$ 
- 

$
- 

       

**Total operating revenue**
   
- 
 
- 
 
- 
 
- 
              
**COSTS AND OPERATING EXPENSES**
         
       General andadministrative
    
36,888 
 
113,846 
 
19,568 
 
43,847 
 
**Total costs and operating expenses**
  
36,888 
 
113,846 
 
19,568 
 
43,847 
              
**LOSS BEFORE OTHER (EXPENSE)**
   
 (36,888)
 
 (113,846)
 
 (19,568)
 
 (43,847)
              
**DISCONTINUED OPERATIONS**
          
       Loss from discontinuedoperations (net of taxes)
  
-  
 (22,583) 
-  
748 
       Loss on disposal ofassets
    
- 
 
 (142,520)
 
- 
 
- 
               
**Total discontinued operations**
   
- 
 
 (165,103)
 
- 
 
748 
              
**NET (LOSS) BEFORE PROVISION FOR INCOME TAXES**

 (36,888) 
 (278,949) 
 (19,568) 
 (43,099)
    Provision for income taxes
    
-   
 
- 
 
- 
 
- 
              
**NET LOSS APPLICABLE TO COMMON STOCKHOLDERS**

$
 (36,888)

$
 (278,949)

$
 (19,568)

$
 (43,099)
              
**BASIC AND DILUTED LOSS PER COMMON SHARE**

$
 (0.00)

$
 (0.02)

$
 (0.00)

$
 (0.00)
              
**WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING**

16,906,180 
 
16,824,658 
 
16,987,701 
 
16,824,658 

The accompanying notes are an integral part of these condensed consolidatedfinancial statements.**6**   

**CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES**
**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW**
**FOR THE SIX MONTHS ENDED OCTOBER 31, 2006 AND 2005(UNAUDITED)**       
**2006**
 
**2005**
     
**CASH FLOW FROM OPERATING ACTIVITIES**
    
**Continuing Operations:**
    
   Net loss

$
 (36,888)

$
 (113,846)

**Adjustments to reconcile net loss to net cash**
    
**       (used in) operatingactivities:**
         
**Adjustments to reconcile net income (loss) to net change**
    
**       in operatingactivities:**
    
       Accountspayable
 
 (300) 
17,405  
       Other accruedexpenses
 
- 
 
39,939 

       Totaladjustments
 
 (300)
 
57,344 
     
**       Net cash (used in)operating activities - operations**
 
 (37,188)
 
 (56,502)
     
**Discontinued Operations:**
    
   Loss from discontinued operations
 
- 
 
 (165,103)

**Adjustments to reconcile net loss to net cash**
    
**       provided byoperating activities:**
    
       Loss on disposal ofassets
 
-  
142,520      
**Changes in assets and liabilities**
    
       Inventories
 
-  
18,459 
       Deposits
 
- 
 
11,052 

       Totaladjustments
 
- 
 
172,031 
     
**       Net cash provided byoperating activities - discontinued operations**
 
- 
 
6,928 
     
**       Net cash (used in)operating activities -**
    
**       continuing anddiscontinued operations**
 
 (37,188)
 
 (49,574)
     
**CASH FLOWS FROM INVESTING ACTIVITIES**
    
**Continuing Operations:**
    
    Proceeds from officer loans payable
 
37,000  
-      
**Discontinued Operations:**
    
    Proceeds from sale of assets
 
-  
10,000   
   
 
   

**       Net cash provided byinvesting activities**
 
37,000 
 
10,000 
     
**NET INCREASE (DECREASE) IN**
    
**CASH AND CASH EQUIVALENTS**
 
 (188) 
 (39,574)     
**CASH AND CASH EQUIVALENTS -**
    
**BEGINNING OF PERIOD**
 
540  
84,513      
**CASH AND CASH EQUIVALENTS - END OF PERIOD**

$
352 

$
44,939 
     
**SUPPLEMENTAL DISCLOSURE OF CASH FLOWINFORMATION:**
    
       Cash paid during theperiod for:
    
       Interestpaid

$
- 

$
- 

       Income TaxPaid

$
- 

$
- 
     
**NON CASH INVESTING AND FINANCING ACTIVITIES**
    
       Common stock issued forexchange of preferred stock and dividends 
    
       payable on preferredstock.

$
674,790 

$
- 
          

The accompanying notes are an integral part of these condensed consolidatedfinancial statements.**7**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****OCTOBER 31, 2006 AND 2005(UNAUDITED)**
**NOTE 1-     ORGANIZATION AND BASIS OF PRESENTATION**

Champions Sports, Inc., (the “Company”) aDelaware corporation, promoted a sport 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. On June 23, 2005, the Company ceased operations for its’ onlysports bar located in San Antonio, Texas.  Fixed assets with a net book value of$152,520 were sold for $10,000 and inventory consisting of primarily restaurantfood and beverage was 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, 2006may not be indicative of the results for the entire year.Thesestatements reflect all adjustments, consisting of normal recurring adjustments,which in the opinion of management, are necessary for fair presentation of theinformation contained herein.

The Company has reclassified its financial statementsto take effect for the disposal of its only operating business.

**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**
                    **Principlesof Consolidation**

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

**8**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**
                   **Propertyand 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 for thesix months ended October 31, 2006 and 2005, respectively. 

                   **Useof Estimates**

The preparation of consolidated financial statementsin conformity with accounting principles generally accepted in the United Statesof America requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosures of contingent assetsand liabilities at the date of the consolidated financial statements and thereported amounts of revenues and expenses during the reporting period.  Actualresults could differ from those estimates. 

**                   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. 

**9**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**
**                   Net(Loss) Per Share (Continued)**

The following is a reconciliation of the computationfor basic and diluted EPS for the six months ended October 31:
     
**October 31,** 
**October 31,**     
**2006**
 
**2005**
        
Net loss
   
$
 (36,888)

$
 (278,949)
        
Weighted-average common shares
     
Outstanding (Basic)
   
16,906,180  
16,824,658         
Weighted-average common stock
     
Equivalents
      
 Stock options
   
-  
- 
 Warrants
   
- 
 
- 
        
Weighted-average common shares
     
Outstanding (Diluted)
   
       16,906,180 
 
       16,824,658 

Options and warrants outstanding to purchase stockwere not included in the computation of diluted EPS for October 31, 2006 and2005 because inclusion would have been antidilutive.  

                   **Cashand Cash Equivalents**

For purposes of the condensed consolidated statementsof cash flow, the Company considers all highly liquid debt instruments purchasedwith a maturity of six months or less, unless restricted as to use, to be cashequivalents.
 	**10**    	
**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**
                   **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 atenacted tax 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, officer loans payable approximate fair values because of the shortmaturities of these instruments.

                   **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. 

                   **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”.

**11**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**
                   **Stock-BasedCompensation (Continued)**

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.

                   **RecentAccounting Pronouncements**

On December 16, 2004, the Financial AccountingStandards Board ("FASB") published Statement of Financial Accounting StandardsNo. 123 (Revised 2004), Share-Based Payment ("SFAS 123R").  SFAS 123R requiresthat compensation cost related to share-based payment transactions be recognizedin the financial statements.  Share-based payment transactions within the scopeof SFAS 123R include stock options, restricted stock plans, performance-basedawards, stock appreciation rights, and employee share purchase plans.  Theprovisions of SFAS 123R are effective for small business issuers as of the firstinterim period that begins after December 15, 2005.  Accordingly, the Companyimplemented the revised standard in the fourth quarter of fiscal year 2005.

The Adoption of SFAS 123R has not had any effect onthe financial Statement of the company.

**12**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**
                   **RecentAccounting Pronouncements (Continued)**

On December 16, 2004, FASB issued Financial AccountingStandards No. 153, Exchanges of Non-monetary Assets, an amendment of APB OpinionNo. 29, Accounting for Non-monetary Transactions ("SFAS 153"). This statementamends APB Opinion 29 to eliminate the exception for non-monetary exchanges ofsimilar productive assets and replaces it with a general exception for exchangesof non-monetary assets that do not have commercial substance. Under SFAS 153, ifa non-monetary exchange of similar productive assets meets acommercial-substance criterion and fair value is determinable, the transactionmust be accounted for at fair value resulting in recognition of any gain orloss. SFAS 153 is effective for non-monetary transactions in fiscal periods thatbegin after June 15, 2005.  The implementation of this standard did not have amaterial impact on its financial position, results of operations or cashflows.

In May 2005, the FASB issued SFAS No. 154,“Accounting Changes and Error Corrections.” SFAS No. 154replaces Accounting Principles Board (“APB”) Opinion No. 20,“Accounting Changes” and SFAS No. 3, “ReportingAccounting Changes in Interim Financial Statements.” SFAS No. 154requires retrospective application to prior periods’ financial statementsof a voluntary change in accounting principle unless it is impracticable. APBNo. 20 previously required that most voluntary changes in accountingprinciple be recognized by including the cumulative effect of changing to thenew accounting principle in net income in the period of the change. SFASNo. 154 is effective for accounting changes and corrections of errors madein fiscal years beginning after December 15, 2005. The adoption of SFASNo. 154 did not have a material impact on the Company’s financialposition, results of operations, or cash flows.

In February 2006, the FASB issued SFASNo. 155, “Accounting for Certain Hybrid Financial Instruments, anamendment of FASB Statements No. 133 and 140.” SFAS No. 155resolves issues addressed in SFAS No. 133 Implementation Issue No. D1,“Application of Statement 133 to Beneficial Interests in SecuritizedFinancial Assets,” and permits fair value remeasurement for any hybridfinancial instrument that contains an embedded derivative that otherwise wouldrequire bifurcation, clarifies which interest-only strips and principal-onlystrips are not subject to the requirements of SFAS No. 133, establishes arequirement to evaluate interests in securitized financial assets to identifyinterests that are freestanding derivatives or that are hybrid financialinstruments that contain an embedded derivative requiring bifurcation, clarifiesthat concentrations of credit risk in the form of subordination are not embeddedderivatives and amends SFAS No. 140 to eliminate the prohibition on aqualifying special-purpose entity from holding a derivative financial instrumentthat pertains to a beneficial interest other than another derivative financialinstrument. SFAS No. 155 is effective for all financial instrumentsacquired or issued after the beginning of the first fiscal year that beginsafter September 15, 2006. The adoption of FAS 155 is not anticipated tohave a material impact on the Company’s financial position, results ofoperations, or cashflows.
**13**   
**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**
                   **RecentAccounting Pronouncements (Continued)**

In March 2006, the FASB issued SFAS No. 156,“Accounting for Servicing of Financial Assets, an amendment of FASBStatement No. 140.” SFAS No. 156 requires an entity to recognizea servicing asset or liability each time it undertakes an obligation to servicea financial asset by entering into a servicing contract under a transfer of theservicer’s financial assets that meets the requirements for saleaccounting, a transfer of the servicer’s financial assets to a qualifiedspecial-purpose entity in a guaranteed mortgage securitization in which thetransferor retains all of the resulting securities and classifies them as eitheravailable-for-sale or trading securities in accordance with SFAS No. 115,“Accounting for Certain Investments in Debt and Equity Securities”and an acquisition or assumption of an obligation to service a financial assetthat does not relate to financial assets of the servicer or its consolidatedaffiliates. Additionally, SFAS No. 156 requires all separately recognizedservicing assets and servicing liabilities to be initially measured at fairvalue, permits an entity to choose either the use of an amortization or fairvalue method for subsequent measurements, permits at initial adoption a one-timereclassification of available-for-sale securities to trading securities byentities with recognized servicing rights and requires separate presentation ofservicing assets and liabilities subsequently measured at fair value andadditional disclosures for all separately recognized servicing assets andliabilities. SFAS No. 156 is effective for transactions entered into afterthe beginning of the first fiscal year that begins after September 15,2006.  The adoption of SFAS 156 is not anticipated to have a material impact onthe Company’s financial position or results of operations.

In September 2006, The Financial Accounting StandardsBoard ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.157, "Fair Value Measurement" ("SFAS No. 157"). This standard provides guidancefor using fair value to measure assets and liabilities. SFAS No. 157 applieswhenever other standards require (or permit) assets or liabilities to bemeasured at fair value but does not expand the use of fair value in any newcircumstances. Prior to SFAS No. 157, the methods for measuring fair value werediverse and inconsistent, especially for items that are not actively traded. Thestandard clarifies that for items that are not actively traded, such as certainkinds of derivatives, fair value should reflect the price in a transaction witha market participant, including an adjustment for risk, not just thecompany’s mark-to-model value. SFAS No. 157 also requires expandeddisclosure of the effect on earnings for items measured using unobservable data.SFAS No. 157 is effective for financial statements issued for fiscal yearsbeginning after November 15, 2007, and interim periods within those fiscalyears. The Company is currently evaluating the impact of this statement on itsfinancial statements and expects to adopt SFAS No.157 on December 31,2007.

In September 2006, the FASB issued SFAS No. 158,"Employers’ Accounting for Defined Benefit Pension and OtherPostretirement   Plans -- An Amendment of FASB Statements No. 87, 88,106, and 132R." This standard requires an employer to: (a) recognize in itsstatement of financial position an asset for a plan’s overfunded status ora liability for a plan’s underfunded status; (b) measure a plan’sassets and its obligations that determine its funded status as of the end of theemployer’s fiscal year (with limited exceptions); and (c) recognizechanges in the funded status of a defined benefit postretirement plan in theyear in which the changes occur. Those changes will be reported in comprehensiveincome. The requirement to recognize the funded status of a benefit plan and thedisclosure requirements are effective as of the end of the fiscal year endingafter December 15, 2006. The requirement to measure plan assets and benefitobligations as of the date of the employer’s fiscal year-end statement offinancial position is effective for fiscal years ending after December 15, 2008.The Company is evaluating the impact of this statement on its financialstatements and does not believe that it will have a material impact on thecompany’s financial position or results of operations.

**14**   
**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONTINUED)**
                   **Reclassifications**

The loss from discontinued operations for the sixmonths ended October 31, 2005 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 six-month period endedOctober 31, 2005. The reclassifications had no effect on net loss for the sixmonths ended October 31, 2006. 

**NOTE 3-     COMMITMENTS AND CONTINGENCIES**
                   **Operatingleases**

The Company lease, 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 theConsumer Price Index, and required additional rentals based on a percentage ofrestaurant sales over a defined amount. The lease granted the Company certainconcessions, which were amortized to lease expense over the term of thelease.

Rental expense during the six months ended October 31,2006 and 2005 was $210 and $43,132, 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-     OTHER ACCRUED EXPENSES**

This account represents accrued officer’spayroll and related payroll taxes. 

**NOTE 6-     OFFICER LOANS PAYABLE**

For the six months ended October 2006, the Companyreceived working capital advances from an officer of the Company which are dueon demand without interest. 

**NOTE 7-     STOCKHOLDERS’ DEFICIT**
                   **CommonStock**

The Company has 50,000,000 shares authorized and17,824,658 shares issued and outstanding at October 31, 2006.

In October 2006, the Company issued 1,000,000 sharesof common stock, a five-year warrant to purchase up to 500,000 shares of commonstock at an exercise price of $.15 per share, and a five-year warrant topurchase up to 500,000 shares of common stock at an exercise price of $.25 pershare to the holder of 32,450 shares of the Registrant’s preferred stock,representing all of the outstanding shares of preferred stock, in exchange forthe cancellation of such shares and the waiver of all accrued and unpaiddividends on such shares, which totaled $350,460. These securities were issuedin reliance upon the exemption from registration provided by Sections 3(a)(9) ofthe Securities Act. 

**15**   
**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 7-     STOCKHOLDERS’ DEFICIT (CONTINUED)**
                   **PreferredStock**

The Company has 56,075 shares of preferred stockauthorized and 0 shares issued and outstanding at October 31, 2006. 

There were no issuances of preferred stock during thesix months ended October 31, 2006. The 32,450 shares as of July 31, 2006were cancelled in October 2006. 

**NOTE 8-     GOING CONCERN**

As shown in the accompanying condensed consolidatedfinancial statements, the Company has sustained net operating losses for theyears ended April 30, 2006 and 2005 and for the six months ended October 31,2006 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. 

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 not include anyadjustments that might result from the outcome of this uncertainty.

**NOTE 9-   PROVISION FOR INCOME TAXES**

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.

At October 31, 2006 and 2005, deferred tax assetsconsist of the following:     
  
2006
2005
Deferred tax asset            

$
2,439,876 
$
2,418,296 
Less:  valuation allowance

(2,439,876)
 
(2,418,296)

Net deferred tax asset
 $	
-0- 

$ 
-0- 
 
**16**   

**CHAMPIONS SPORTS, INC. AND SUBSIDIARIES****NOTES TO CONDENSEDCONSOLIDATED FINANCIAL STATEMENTS****(CONTINUED)****OCTOBER 31,2006 AND 2005 (UNAUDITED)**
**NOTE 9-   PROVISION FOR INCOME TAXES(CONTINUED)**

At October 31, 2006 and 2005, the Company had federalnet operating loss carryforwards in the approximate amounts of $6,971,075 and$6,909,418 available to offset future taxable income. The Company establishedvaluation allowances equal to the full amount of the deferred tax assets due tothe uncertainty of the utilization of the operating losses in futureperiods.

**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 anet book 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, 
2006
2005  
Revenues

$
0 

$
0 
 
Net loss before income taxes  

$
0 

$
 (165,103)
 
Provision for taxes

$
- 

$
- 
 
Net loss

$
0 

$
 (165,103)
 
Net loss per share

$
 (0.00)

$
 (0.01)
 
Diluted loss per share

$
 (0.00)

$
(0.00)
 	**17**   

Item 2.   Managements Discussion and Analysis of FinancialCondition and Results of Operations.
There is substantial doubt about the Company’s ability to continue as agoing concern. The Company’s independent auditor, for the year endingApril 30, 2006, has expressed substantial doubt that the Company cancontinue as a going concern due to recurring losses and working capital shortageand that there is no guarantee that the Company will be able to raise enoughcapital or generate revenues to sustain its operations. The Company iscontinuing to face severe liquidity and cash problems as of date of the filingof this 10-QSB and has been meeting its working capital needs by receivingadvances from its executive officer, James Martell, from June 2006 throughOctober 2006. The Company can give no assurance that these advances cancontinue.  It is the intention of the Company to continue operations until suchtime as Champions finds a new business opportunity, merges with another companyor raises additional financing, although there is no assurance that this can bedone on terms satisfactory to the Company. The Company is pursuing variousbusiness 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. 
The Company ceased its restaurant operations at San Antonio Champions locationon June 23, 2005. The lease on that location expired on June 30, 2005 andthe Company vacated the premise on that date. The Company’s condensedconsolidated financial statements have been reclassified to reflect thiscessation of business as discontinued operations for the comparative six monthsperiod ending October 31, 2005.
Through October 31, 2006 and currently, the business plan for the Companyis to actively pursue opportunities to initiate new ventures on its own and alsoto pursue opportunities whereby the Company will primarily serve as a vehiclefor the acquisition of a target business that the Company believes will havesignificant growth potential. The Company intends to use its  capital  stock,to  effect a new  business or a business combination  with a private companythat desires to establish a public  trading  market for its  securities whileavoiding  what it may deem to be adverse  consequences  of  undertaking a publicoffering itself, such as time delays, significant expense, loss of votingcontrol and other burdens including significant  professional fees. The businesscombination may be with a financially stable, mature company or a company thatis financially unstable or in its early stages of development or growth.
In seeking to attain this business objective, the Company will not restrict itssearch to any particular industry.  Rather,  the Company  may  investigatebusinesses  of  essentially  any kind or nature and  participate  in any type ofbusiness  that may, in  management’s  opinion,  meet the businessobjectives as described in this document.  The Company emphasizes that thedescription in this document of its business objectives is extremely general andis not meant to restrict the discretion of management to search for and enterinto potential business opportunities.
The  Company  has not chosen the  particular  business in which the Company willengage in and has not  conducted  any market  studies  with  respect to anybusiness  or industry to  evaluate  the  possible  merits or risks of the targetbusiness or the particular industry in which the Company may ultimately operate.To the extent  that the  Company  may enter into a business  combination  with afinancially  unstable  company or an entity in its early stage of development orgrowth, including entities without established records of sales or earnings, TheCompany  will become  subject to numerous  risks  inherent in the  business  andoperations of financially  unstable and early stage or potential emerging growthcompanies.  **18**   

In addition, to the extent that the Company may enter a business combinationwith an entity in an industry characterized by a high level of risk, the Companywill become subject to the currently unascertainable risks of that industry.  Anextremely high level of risk frequently characterizes certain industries thatexperience rapid growth. In addition,  although the Company will endeavor  toevaluate  the risks  inherent  in a  particular  industry or target business,the Company  cannot give  assurance  that the Company  will  properly ascertainor assess all significant risk factors.
The Company  anticipates that target business candidates will be brought to itsattention from various  unaffiliated  sources,  including but not restricted to,investment bankers, venture capitalists, securities broker-dealers,  bankers andother  members of the  financial  community,  who may present  solicited  orunsolicited proposals. Company’s officers and directors and theiraffiliates may also bring to the Company’s attention target businesscandidates.  While the Company does not  presently  anticipate  engaging  theservices of  professional firms that  specialize  in  business  acquisitions  onany formal or basis,  the Company may engage such firms in the future, in whichevent, the Company may pay a finder’s fee or other  compensation  for suchintroductions if they result in consummated  transactions.  These fees arecustomarily between 1% and 5% of the size of the overall transaction, based upona sliding scale of the amount involved.
The Company’s management will have significant flexibility in identifyingand selecting a prospective target business.  In evaluating a prospective targetbusiness, the management will consider, among other factors, the following:
- financial condition and results of operation of the target;
- growth  potential of the target and that of the industry in which the targetoperates;
- experience and skill of the target’s  management and  availability ofadditional personnel; o the capital requirements of the target;
- competitive  position of the target;
- stage of development that the target’s products,  processes or servicesare at;
- degree of current or  potential  market  acceptance  of the  target’sproducts,  processes or services;
- proprietary features and the degree of intellectual property or otherprotection of the target’s products, processes or services;
- regulatory environment of the industry in which the target operates;
- prospective equity interest in, and opportunity for control of, the target;and
- costs associated with effecting the business combination.
These criteria are not intended to be exhaustive.  Any evaluation relating tothe merits of a particular business combination will be based, to the extentrelevant, on the above factors as well as other considerations deemed relevantby management in connection with effecting a business combination consistentwith Company’s business objective.
In connection with Company’s  evaluation of a prospective  targetbusiness, the Company  anticipates  that it will  conduct due  diligence  reviewthat will encompass, among other things, meetings with incumbent management andinspection of facilities,  as well as a review of financial or otherinformation that will be made available to the Company.**19**   

The Company will endeavor to structure a business combination so as to achievethe most favorable tax treatment to the Company, the target business and both ofthe companies’ stockholders.  There can be no assurance, however, that theInternal Revenue Service or appropriate state tax authority will agree with thetax treatment of the business combination.
Until the Company is presented with a specific opportunity for a businesscombination, the Company is unable to ascertain with any degree of certainty thetime and costs required to select and evaluate a target business and tostructure and complete the business combination.   Any costs incurred inconnection with the identification and evaluation of a prospective targetbusiness with which a business combination is not ultimately completed willresult in a loss to the Company and will reduce the amount of capital otherwiseavailable to complete a business combination.
Although the Company intends to carefully scrutinize the management of aprospective target business before effecting a business combination, the Companycannot give assurance that its assessment of the target’s management willprove to be correct, especially in light of the possible inexperience ofCompany’s management in evaluating certain types of businesses.  Inaddition, the Company cannot give assurance that the target’s futuremanagement will have the necessary skills, qualifications or abilities to managea public company intending to embark on a program of business development.Furthermore, the future role of Company’s officers and directors, if any,in the target business cannot presently be stated with any certainty.  It ispossible that one or more of the Company’s officers and directors willremain associated in some capacity with the Company following a businesscombination and will devote their efforts to the affairs of the new businesscombination.  Moreover, the Company cannot give assurance that its officers anddirectors will have significant experience or knowledge relating to theoperations of the particular target business.
The Company may seek to recruit additional managers to supplement the incumbentmanagement of the target business. The Company,  however,  cannot give assurancethat it will be able to  recruit  additional  managers  who  have the requisiteskills,  knowledge or  experience  necessary to enhance the incumbentmanagement.
The Company expects to encounter intense competition from other entities havinga similar business objective. Many of these entities, including financialconsulting companies and venture capital firms, have longer operating historiesand have   extensive   experience in   identifying   and effecting   businesscombinations, directly or through affiliates. Many of these competitors possesssignificantly greater financial, technical and other resources.  The Companycannot give assurance that it will be able to effectively compete with theseentities.  In the event the Company is unable to compete effectively with theseentities, the Company may be forced to evaluate less attractive prospects for abusiness combination. If the Company is forced to evaluate these less attractiveprospects, the Company cannot give assurance that the stated business objectiveswill be met.
Results of Operation
       For the six months ended October 31,2006, the Company’s net loss was $36,888 and the net loss for the threemonths ended October 31, 2006 was $19,568.  The Company’s total assets forthe six months ended October 31, 2006 were $352. For the six months endedOctober 31, 2005, the Company’s net loss was $278,949 and the net loss forthe three months ended October 31, 2005 was $43,099. The Company’s totalassets for the six months ended October 31, 2005 were $44,939.

Revenues
       The Company’s total operatingrevenues were $0.00 for the six months ended October 31, 2006 and $0.00 for thethree-month period ended October 31, 2006.  The Company ceased operations at SanAntonio Champions restaurant location on June 23, 2005 after the lease on thatlocation expired. The Company’s condensed consolidated financialstatements have been reclassified to reflect this cessation of business asdiscontinued operations for the comparative six months period ending October 31,2005.
 Expenses
       General and administrative expenseswere $36,888 for the six months ended October 31, 2006 and $19,568 for the threemonths ended October 31, 2006 compared to $113,846 for the six months endedOctober 31, 2005 and $43,847 for the three months ended October 31, 2005, whichreflected the expenses of discontinuing the Champions restaurant operations in2005. **20**   

Liquidity and Capital Resources
       The Company’s cash position asof October 31, 2006 was $352 compared to $540 on April 30, 2006. For the sixmonth period, the Company’s continuing operations used $37,188 in cash.The Company met its liquidity needs by receiving advances from its executiveofficer, James Martell. 
       The Company’s working capitalwas a negative $356,941 on October 31, 2006 and a negative $670,513 on April 30,2006, This reduction was due to the conversion of a current liability of$350,460 of dividend payment on preferred stock that was converted to 1,000,000shares of common stock, a five-year warrant to purchase up to 500,000 shares ofcommon stock at an exercise price of $.15 per share, and a five-year warrant topurchase up to 500,000 shares of common stock at an exercise price of $.25 pershare. The Company’s working capital is very unfavorable when compared toother public companies.
Other   
       On October 16, 2006, the Registrantagreed to issue 1,000,000 shares of common stock, a five-year warrant topurchase up to 500,000 shares of common stock at an exercise price of $.15 pershare, and a five-year warrant to purchase up to 500,000 shares of common stockat an exercise price of $.25 per share to the holder of 32,450 shares of theRegistrant’s preferred stock, representing all of the outstanding sharesof preferred stock, in exchange for the cancellation of such shares and thewaiver of all accrued and unpaid dividends on such shares, which totaled$350,460.  These securities were issued in reliance upon the exemption fromregistration provided by Sections 3(a)(9) of the Securities Act.
Risk factors
       The risks and uncertainties describedbelow are not the only ones facing the Company.  Additional risks not presentlyknown or that the Company currently considers being insignificant may alsoimpair the Company’s business operations in the future.  TheCompany’s business, financial condition and plan of operations could bematerially adversely affected by any of the following risks.
       The Company is continuing to incurlosses through October 31, 2006 and there is substantial doubt about theCompany’s ability to continue as a going concern, which means that theCompany may not be able to continue operations unless it obtains additionalfunding, finds a new business opportunity or merges with or is acquired byanother company.   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.
       The loss of the services of theCompany’s  key employee,  James Martell,  the  Company’s  Chairman,President  and  CEO,  may  have a material adverse affect on the Company’sbusiness, financial condition and its ability to find a new businessopportunity, obtain  additional  funding or structuring a merger oracquisition.
       The Company may, in the future, issueadditional shares of the Company’s common stock, which would reduceshareholders’ percent of ownership and may dilute their share value. TheCompany’s Articles of Incorporation authorize the issuance of 50,000,000shares of common stock, par value $.001 per share. As of December 12, 2006 theCompany had 17,824,658 shares of common stock issued and outstanding.  Thefuture issuance of all or part of the remaining authorized common stock mayresult in substantial dilution in the percentage of the common stock held by theCompany’s then existing shareholders.  The Company may value any commonstock issued in the future on an arbitrary basis. The issuance of common stockfor future services or acquisitions or other corporate actions may have theeffect of diluting the value of the shares held by the shareholders, and mighthave an adverse effect on any trading market for the Company’s commonstock.
       The Company’s common stock maybe affected by sporadic or limited trading volume and may fluctuatesignificantly.  Although the Company’s  common stock has continually  beentrading  publicly  since 1985,  at times  actively,  it can be currentlyconsidered  to be trading on a sporadic or limited  basis on the OTC  BulletinBoard in comparison to the NASDAQ National Market, the American Stock Exchange,New York Stock  Exchange and other national  securities  exchanges and there canbe no assurance that an active trading market for the common stock  willdevelop.  As a result,  this could  adversely  affect the shareholders’ability  to sell  their  common  stock  in  short  time periods, or possibly atall. Therefore, the Company cannot assure that there will be liquidity in thecommon stock.  The common stock has experienced, and is likely to experience inthe future, significant price and volume fluctuations, which could adverselyaffect the market price of the common stock without regard to theCompany’s operating performance.  In addition, the Company believes thatfactors such as quarterly fluctuations in the Company’s financial resultsand changes in the overall economy or the condition of the financial marketscould cause the price of the common stock to fluctuatesubstantially.**21**   
       The Company’s common stock isdeemed to be "penny stock," which may make it more difficult for shareholders toresell their shares due to suitability requirements.  The common stock is apenny stock. Penny stocks generally are equity securities with a price of lessthan $5.00 per  share  other  than  securities  registered  on  certainnational securities  exchanges or quoted on the NASDAQ Stock  Market,  providedthat current price and volume information with respect to transactions in  suchsecurities  is  provided  by the  exchange  or  system.  The Company’ssecurities may be subject to "penny stock rules" that impose additional salespractice requirements on broker-dealers who sell such securities to personsother than established  customers and accredited investors  (generally  thosewith  assets in excess of  $1,000,000  or annual  income  exceeding  $200,000or $300,000  together  with their spouse).  For transactions covered by theserules, the broker-dealer must make a special suitability determination for thepurchase of such securities and have received the purchaser’s writtenconsent to the transaction prior to the purchase.  Additionally,  for anytransaction involving  a penny  stock,  unless  exempt,  the "penny  stockrules" require  the  delivery,  prior  to the  transaction,  of a  disclosureschedule  prescribed  by the  Commission  relating  to the penny stock market.The broker-dealer  also must disclose the commissions  payable to both  thebroker-dealer  and  the  registered  representative  and current  quotations forthe securities.  Finally, monthly statements must be sent disclosing recentprice information on the limited market in penny stocks.  Consequently,  the"penny stock rules" may restrict the ability of  broker-dealers  to sellCompany’s  securities and may have the  effect of  reducing  the level oftrading  activity  of the common stock in the secondary  market.  The foregoingrequired penny stock restrictions will not apply to securities if suchsecurities maintain a market price of $5.00 or greater.  The Company can give noassurance that the price of its securities will reach or maintain such alevel.
**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, 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’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.
Item 4.   Controls and Procedures
The Company maintains a set of disclosure controls and procedures designed toensure that information required to be disclosed by the Company in the reportsfiled under the Securities Exchange Act, is recorded, processed, summarized andreported within the time periods specified by the SEC’s rules and forms.Disclosure controls are also designed with the objective of ensuring that thisinformation is accumulated and communicated to the Company’s management,including the Company’s chief executive officer and chief financialofficer, as appropriate, to allow timely decisions regarding requireddisclosure.
Based upon their evaluation as of the end of the period covered by this report,the Company’s chief executive officer concluded that, the Company’sdisclosure controls and procedures are not effective to ensure that informationrequired to be included in the Company’s periodic SEC filings is recorded,processed, summarized, and reported within the time periods specified in the SECrules and forms.
The Company’s Board of Directors was advised by Bagell, Josephs, Levine& Company, L.L.C., the Company’s independent registered publicaccounting firm, that during their performance of audit procedures for FY 2006,Bagell, Josephs, Levine & Company, L.L.C. identified a material weakness asdefined in Public Company Accounting Oversight Board Standard No. 2 in theCompany’s internal control over financial reporting.**22**   

This deficiency consisted primarily of inadequate staffing and supervision thatcould lead to the untimely identification and resolution of accounting anddisclosure matters and failure to perform timely and effective reviews. However,the size of the Company prevents it from being able to employ sufficientresources to enable the Company to have adequate segregation of duties withinits internal control system. Management is required to apply its judgment inevaluating the cost-benefit relationship of possible controls and procedures.
Certifications  of the Chief Executive Officer and Chief Financial Officerregarding,  among other items,  disclosure  controls and procedures are includedimmediately after the signature section of this Form 10-QSB.
**Part II.   Other Information**
**Item 4.   Submission of Matters to A Vote of SecurityHolders**
       None
**Item 6.   Exhibits and Reports on Form 8-K**
       On October 20, 2006, the Company fileda Form 8-K regarding the issuance on October 16, 2006, of 1,000,000 shares ofcommon stock, a five-year warrant to purchase up to 500,000 shares of commonstock at an exercise price of $.15 per share, and a five-year warrant topurchase up to 500,000 shares of common stock at an exercise price of $.25 pershare to the holder of 32,450 shares of the Registrant’s preferred stock,representing all of the outstanding shares of preferred stock, in exchange forthe cancellation of such shares and the waiver of all accrued and unpaiddividends on such shares, which totaled $350,460.  These securities were issuedin reliance upon the exemption from registration provided by Sections 3(a)(9) ofthe Securities Act. **23**   

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 , CEO and CFO

Date: December 12, 2006

**24**   

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  responsiblefor establishing and maintaining  disclosure  controls and procedures (asdefined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
       (a) Designed such disclosure controlsand procedures to ensure that material information relating to the registrant,including its consolidated  subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this quarterly report isbeing   prepared;       (b) Evaluated theeffectiveness of the registrant’s disclosure controls and  procedures  asof a date  within 90 days prior to the  filing  date of this  quarterly report(the "Evaluation Date"); and       (c)Presented  in  this  quarterly   report  our  conclusions   about  theeffectiveness  of the  disclosure  controls  and  procedures  based  on ourevaluation as of the Evaluation Date;
(5) The registrant’s  other certifying  officers and I have disclosed,based on our most recent evaluation, to the registrant’s auditors and theaudit committee of the  registrant’s  board of directors (or personsperforming  the equivalent functions):
       (a) all  significant  deficiencies  inthe design or  operation of internal controls which could adversely affect theregistrant’s ability to record,  process,  summarize and report  financialdata and have  identified for the registrant’s auditors any materialweaknesses in internal controls;and       (b) any fraud,  whether or notmaterial,  that involves management or other employees who have a significantrole  in  the  registrant’s  internal controls; and
(6) The registrant’s  other  certifying  officers and I have  indicated inthis quarterly report whether there were significant  changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent  evaluation,  including any correctiveactions with regard to significant deficiencies and material weaknesses.
Date:  December 12, 2006
By: 
/s/ James Martell
  
James Martell
 
Chief Executive Officer

**25**   

CERTIFICATION OF CHIEF FINANCIAL 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  responsiblefor establishing and maintaining  disclosure  controls and procedures (asdefined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
       (a) Designed  such  disclosurecontrols  and  procedures  to ensure  that  material information relating to theregistrant, including its consolidated subsidiaries, is  made  known  to  us byothers  within  those  entities, particularly  during  the period in which  thisquarterly  report is beingprepared;       (b) Evaluated theeffectiveness of the registrant’s disclosure controls and procedures  asof a date  within 90 days prior to the  filing  date of this quarterly report(the "Evaluation Date"); and       (c)Presented  in  this  quarterly   report  our  conclusions   about  theeffectiveness  of the  disclosure  controls  and  procedures  based  on ourevaluation as of the Evaluation Date;
(5) The registrant’s  other certifying  officers and I have disclosed,based on our most recent evaluation, to the registrant’s auditors and theaudit committee of the  registrant’s  board of directors (or personsperforming  the equivalent functions):
       (a) all  significant  deficiencies  inthe design or  operation of internal controls which could adversely affect theregistrant’s  ability to record, process,  summarize and report  financialdata and have  identified for the registrant’s auditors any materialweaknesses in internal controls;and       (b) any fraud,  whether or notmaterial,  that involves management or other employees who have a significantrole  in  the  registrant’s  internal controls; and
(6) The  registrant’s other  certifying  officers and I have  indicated inthis quarterly report whether there were significant  changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses.
Date:  December 12, 2006
By: 
/s/ James Martell
  
James Martell
 
Chief Financial Officer

**26**   

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANTTO****SECTION 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, 2006 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 requirementsof Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 
2.     The information contained in the Report fairlypresents, in all material respects, the financial condition and results ofoperation of the Company. 

Dated December 12, 2006

By: 
/s/ James Martell
  
James M. Martell, Chief Executive Officer and
  
Chief Financial Officer
 
**27**