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

Mark One

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended   January 31, 2007
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 BIOTECHNOLOGY, INC.**(Exact name of registrant asspecified in its charter)
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 March 14, 2007 the Registranthad a total of 27,624,658 shares of common stock outstanding.****   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORM 10-QSB**
INDEX
 
       

Page

Part I. 

Financial Information
   
Item 1.   Financial Statements
   
       Condensed Consolidated Balance Sheetas of January 31, 2007 (Unaudited)

5
  
       Condensed Consolidated Statements ofOperations
  
       for the nine months and three monthsended January 31, 2007 and 
  
       January 31, 2006 (Unaudited)

6
  
       Condensed Consolidated Statements ofCash Flow for the
  
       nine months ended January 31, 2007 andJanuary 31, 2006 (Unaudited)

7
    
       Notes to Condensed ConsolidatedFinancial Statements (Unaudited)

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

18-24
  
Item 3.   Controls and Procedures

24
   
Part II.

Other Information and Signatures
  
Item 1.   Legal Proceedings

25
 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 

25
 
Item 3.   Defaults Upon Senior Securities

25
 
Item 4.   Submission of Matters to a Vote of Security Holders

25
 
Item 5.   Other Information

25
 
Item 6.   Exhibits 

25
 
Signatures

26
   
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

27

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

28

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

29
 	
**2**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****CONDENSED CONSOLIDATED FINANCIALSTATEMENTS****JANUARY 31, 2007 AND 2006(UNAUDITED)******   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****INDEX TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
 	 
**Page**

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
   
Condensed Consolidated Balance Sheet as of January 31, 2007 (Unaudited)

5
 
Condensed Consolidated Statements of Operations for the Nine months 

 Ended January 31, 2007 AND 2006(Unaudited)

6
 
Condensed Consolidated Statements of Cash Flows for the Nine months Ended

 January 31, 2007 AND 2006(Unaudited)  

7
 
Notes to Condensed Consolidated Financial Statements (Unaudited)

8-17
**4**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****CONDENSED BALANCE SHEET****JANUARY 31, 2007(UNAUDITED)**
**ASSETS**    
**2007**

**CURRENT ASSETS**
  
Cash and cash equivalents

$
20,779 
  
**Total current assets**
 
20,779 
      
**TOTAL ASSETS**

$
20,779 
    
**LIABILITIES AND STOCKHOLDERS’(DEFICIT)**     
**CURRENT LIABILITIES**
  
Accounts payable

$
21,662  
Other accrued expenses

311,563  
Officer loans payable
 
43,693 
  
**Total current liabilities**
 
376,918 
    
**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;
  
  27,324,658 issued and outstanding

27,325  
Additional paid-in capital
 
6,668,993 
 
Accumulated deficit

 (7,008,273) 
Less: prepaid consulting

(44,184) 
Total stockholders’ (deficit)
 
 (356,139)
    
**TOTAL LIABILITIES AND STOCKHOLDERS’(DEFICIT)**

$
20,779 

The accompanying notes are an integral part of these condensedconsolidated financial statements.**5**   
 CHAMPIONS BIOTECHNOLOGY, INC.bFORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIESbCONDENSED STATEMENTS OF OPERATIONSbFOR THE NINE MONTHS ENDED JANUARY 31, 2007 AND 2006 (UNAUDITED)	      
**Nine Months Ended January 31,** 
**Three Months Ended January  31,**      
**2007**
 
**2006**
 
**2007**
 
**2006**

**OPERATING REVENUE**
          
       Sales
     
$
- 
 
$
- 
 
$
- 
 
$
- 
              
**Total operating revenue**
   
- 
  
- 
  
- 
  
- 
             
**COSTS AND OPERATING EXPENSES**
        
       General andadministrative
    
74,086 
  
146,803 
  
37,198 
  
61,543 

       
             
**Total costs and operating expenses**
  
74,086 
  
146,803 
  
37,198 
  
61,543 
             
**LOSS BEFORE OTHER (EXPENSE)**
   
 (74,086)
  
 (146,803)
  
(37,198)
  
(61,543)
             
**DISCONTINUED OPERATIONS**
         
       Loss from discontinuedoperations (net of taxes)
 
-  
 (17,676) 
-  
 (16,168)
       Loss on disposal ofassets
    
- 
  
(142,520)
  
- 
  
- 
              
**Total discontinued operations**
   
- 
  
(160,196)
  
- 
  
(16,168)
             
**NET (LOSS) BEFORE PROVISION FOR INCOME TAXES**

 (74,086) 
 (306,999) 
 (37,198) 
 (77,711)
     Provision for income taxes
    
- 
  
- 
  
- 
  
- 
             
**NET LOSS APPLICABLE TO COMMON STOCKHOLDERS**

$
 (74,086)
 
$
 (306,999)
 
$
 (37,198)
 
$
 (77,711)
            
**BASIC LOSS PER COMMON SHARE**
  
$
 (0.00)
 
$
 (0.02)
 
$
 (0.00)
 
$
 (0.00)
             
**WEIGHTED AVERAGE SHARES OUTSTANDING**
 
20,489,493 
  
16,824,658 
  
18,091,931 
  
16,824,658

The accompanying notes are an integral part of these condensedconsolidated financial statements.**6**   

**CHAMPIONS BIOTECHNOLOGY,INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****CONDENSED STATEMENTS OF CASHFLOW****FOR THE NINE MONTHS ENDED JANUARY 31, 2007AND 2006 (UNAUDITED)**
 
**2007**
 
**2006**

**CASH FLOW FROM OPERATING ACTIVITIES**
   
**Continuing Operations:**
   
   Net loss

$
 (74,086)
 
$
 (146,803)

**Adjustments to reconcile net loss to net cash**
   
**       provided by (usedin) operating activities:**
       
**Adjustments to reconcile net income (loss) to net change**
   
**       in operatingactivities:**
   
       Accountspayable

 (11,589) 
1,620 
       Other accruedexpenses
 
24,221 
  
59,854 

       Totaladjustments
 
12,632 
  
61,474 
    
**       Net cash (used in)operating activities - operations**
 
(61,454)
  
(85,329)
    
**Discontinued Operations:**
   
   Loss from discontinued operations
 
- 
  
(160,196)
    
**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**
 
- 
  
11,835 
    
**       Net cash (used in)operating activities -**
   
**       continuing anddiscontinued operations**
 
(61,454)
  
(73,494)
    
**CASH FLOWS FROM FINANCING ACTIVITIES**
   
**Continuing Operations:**
   
     Proceeds from officers loans payable

43,693  
- 
     Proceeds from the sale of restricted commonstock

38,000       
**Discontinued Operations:**
   
     Proceeds from sale of assets
 
-
  
10,000 
    
**       Net cash provided byinvesting activities**
 
81,693 
  
10,000 
    
**NET INCREASE (DECREASE) IN**
   
**CASH AND CASH EQUIVALENTS**

20,239  
 (63,494)    
**CASH AND CASH EQUIVALENTS -**
   
**BEGINNING OF PERIOD**
 
540 
  
84,513 
    
**CASH AND CASH EQUIVALENTS - END OF PERIOD**

$
20,779 
 
$
21,019
    
**SUPPLEMENTAL DISCLOSURE OF CASH FLOWINFORMATION:**
   
       Cash paid during theperiod for:
   
        Interestpaid

$
2,277 
 
$
- 

        Income taxpaid

$
- 
 
$
- 
      
**SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ANDFINANCING**
   
**ACTIVITIES:**
   
     In January 2007, the Company issued 340,000 stockoptions for prepaid consulting 
   
     services valued at $44,184.
   

The accompanying notes are an integral part of these condensedconsolidated financial statements.**7**   
**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIALSTATEMENTS****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
 	
**NOTE 1-     ORGANIZATION AND BASIS OFPRESENTATION**
 	
Champions Biotechnology, Inc., (the“Company”) is a biotechnology company that intends to engage in theacquisition and early stage development of a portfolio of new therapeutic drugcandidates and also the acquisition and development of novel technologies thatthe Company hopes will improve methods of and approaches to diseasetreatment.

The Company was incorporated under the laws of theState of Delaware in June 1985 as a merger and acquisition company under thename "International Group, Inc." In September 1985, the Company completed apublic offering, and in January 1986, acquired the world-wide rights to theChampions sports theme restaurant concept and subsequently changed its name to“Champions Sports, Inc.” In 1997, the Company sold its Championsservice mark and concept for sports themed restaurants to MarriottInternational, Inc. and since then until January 2007, had been seeking a newbusiness direction.  In January 2007, the Company changed its name to ChampionsBiotechnology, Inc. to reflect the decision of the Company to focus onbiotechnology as its new business approach.

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.  It is suggested that the condensed consolidatedfinancial statements be read in conjunction with the April 30, 2006 auditedfinancial statements and the accompanying notes thereto.  The results for thenine months ended   January 31, 2007 may not be indicative of the results forthe 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 reclassified its financial statementsto take effect for the disposal of its only operating business.

**8**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2-**     **SUMMARY OF SIGNIFICANTACCOUNTING POLICIES**
                   **Principlesof Consolidation**

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

                   **Propertyand Equipment**

Property and equipmentare stated at cost. Depreciation and amortization is computed from the dateproperty is placed in service using the straight-line method over estimateduseful lives as follows:
    
Life
      Furniture and equipment	   
5-15 years     
Leasehold improvements
   
Remaining term of the lease
Depreciation and amortization expense was $0 and $0for the Nine months ended January 31, 2007 and 2006, 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 BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**

The following is a reconciliation of the computationfor basic and diluted EPS:
     
2007
 
2006
        
Net loss
   
$
 (74,086)

$
 (306,999)
        
Weighted-average common shares
     
Outstanding (Basic)
   
20,489,493  
16,824,658         
Weighted-average common stock
     
Equivalents
      
       Stock options
     
- 
       Warrants
   
- 
 
- 
        
Weighted-average common shares
     
Outstanding (Diluted)
   
20,489,493 
 
16,824,658 

Options and warrants outstanding to purchase stockwere not included in the computation of diluted EPS for January 31, 2007 and2006 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 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.

**10**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (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.

                   **Stock-BasedCompensation**

Employee stock awards prior to periods beginningJanuary 1, 2006 under the Company’s compensation plans are accountedunder the Company’s  for in accordance with Accounting Principles BoardOpinion No. 25 (“APB 25”), “Accounting for Stock Issued toEmployees”, and related interpretations. The Company provides thedisclosure requirements of Statement of Financial Accounting Standards No. 123,“Accounting for Stock-Based Compensation” (“FAS 123”),and related interpretations. Stock-based awards to non-employees are accountedfor under the provisions of FAS 123 and the Company has adopted the enhanceddisclosure provisions of FAS No. 148 “Accounting for Stock-BasedCompensation- Transition and Disclosure,” an amendment of FAS 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.  

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.

**11**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2-       SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**                   RecentAccounting Pronouncements (Continued)**

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 cash flows.

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.

**12**   
**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2-       SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
                   **RecentAccounting Pronouncements (Continued)**

Additionally, SFAS No. 156 requires allseparately recognized servicing assets and servicing liabilities to be initiallymeasured at fair value, permits an entity to choose either the use of anamortization or fair value method for subsequent measurements, permits atinitial adoption a one-time reclassification of available-for-sale securities totrading securities by entities with recognized servicing rights and requiresseparate presentation of servicing assets and liabilities subsequently measuredat fair value and additional disclosures for all separately recognized servicingassets and liabilities. SFAS No. 156 is effective for transactions enteredinto after the beginning of the first fiscal year that begins afterSeptember 15, 2006. The adoption of FAS 156 is not anticipated to have amaterial impact on the Company’s financial position or results ofoperations.

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, and132R." 

**13**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2-       SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (CONTINUED)**
**                   RecentAccounting Pronouncements (Continued)**

This standard requires an employer to: (a) recognizein its statement of financial position an asset for a plan’s overfundedstatus or a liability for a plan’s underfunded status; (b) measure aplan’s assets and its obligations that determine its funded status as ofthe end of the employer’s fiscal year (with limited exceptions); and (c)recognize changes in the funded status of a defined benefit postretirement planin the year in which the changes occur. Those changes will be reported incomprehensive income. The requirement to recognize the funded status of abenefit plan and the disclosure requirements are effective as of the end of thefiscal year ending after December 15, 2006. The requirement to measure planassets and benefit obligations as of the date of the employer’s fiscalyear-end statement of financial position is effective for fiscal years endingafter December 15, 2008. The Company is evaluating the impact of thisstatement on its financial statements and believes that such impact may bematerial.

                   **Reclassifications**

The loss from discontinued operations for the ninemonths ended January  31, 2006 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 FAS 144. Thereclassifications had no effect on net loss for the nine months ended January31, 2007 and 2006, respectively. 

**14**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (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 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 nine months ended January31, 2007 and 2006 was $315 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**

The Company has received working capital advances froman officer of the Company which are due on demand without interest.  

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

The Company has 50,000,000 shares authorized and27,324,658 shares issued and outstanding at January 31 2007.

There were 10,500,000 shares of common stock issuedduring the Nine months ended January 31, 2007.

**15**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 7-     STOCKHOLDERS’ DEFICIT(CONTINUED)**
                   **PreferredStock**

The Company has 56,075 shares of preferred stockauthorized and 0 shares issued and outstanding at January 31, 2007. 

There were no issuances of preferred stock during thenine months ended January 31, 2007. The 32,450 shares as of July 31, 2006were cancelled in October 2006.

                   **StockOptions**

On January 15, 2007, the Company entered into variousagreements with consultants to issue three hundred and forty thousand options,exercisable over a five year period based on a fair value exercise price on thedate of issuance ($0.17) exercisable expiring through January 15, 2012 forservices to be rendered.  The options vest on January 15, 2008 and have beenvalued at $44,184 using the Black-Scholes Model with an annualized volatilityrate of 100% and a bond interest rate of 4.43%.

**NOTE 8-     GOING CONCERN**

As shown in the accompanying condensed consolidatedfinancial statements, the Company has sustained net operating losses for thenine months ended January 31, 2007 and 2006 and has sustained large accumulateddeficits that raise substantial doubt about its ability to continue as a goingconcern.  

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

**16**   

**CHAMPIONS BIOTECHNOLOGY, INC.****FORMERLY CHAMPIONS SPORTS, INC. ANDSUBSIDIARIES****NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)****JANUARY 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 9-     PROVISION FOR INCOMETAXES**

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

At January 31, 2007 and 2006, deferred tax assetsconsist of the following: 

2007
 
2006

Deferred tax asset  

$
2,452,896 
$
2,428,114 
Less:  valuation allowance
 
(2,452,896)

 
 (2,428,114)

Net deferred tax asset

$
-0- 

$
-0-

At January 31, 2007 and 2006, the Company had federalnet operating loss carryforwards in the approximate amounts of $7,008,273 and$6,937,468 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 ofit’s 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:
   
January 31, 
January 31,   
2007
 
2006
      
Revenues
 
$
- 

$
- 
 Net loss before income taxes	 
$
- 

$
 (160,196)

Provision for taxes

$
- 

$
- 

Net loss
 
$
- 

$
 (160,196)

Net loss per share

$
- 

$
 (0.01)

Diluted loss per share

$
- 

$
 (0.01)

**NOTE 11-      SUBSEQUENT EVENT**

On February 14, 2007 the Company agreed to acquire allof the patent rights underlying a pending U.S. Patent Application.  The purchaseprice for the patent rights consisted of an aggregate of up 550,000 restrictedshares of common stock, of which 300,000 were issued to four individuals uponexecution of the acquisition agreement and 250,000 restricted shares areissuable upon the issuance of the patent based on the U.S. Patent Application.The transaction will be accounted under FASB 142 “Goodwill and otherIntangible Assets”.
 	
**17**   

**Item 2.   Managements Discussion and Analysis of FinancialCondition and Results of Operations.**
**SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS**
       This document contains"forward-looking statements" within the meaning of Section 27A of the SecuritiesAct and Section 21E of the Securities Exchange Act that inherently involve riskand uncertainties.  The Company generally uses words such as "believe," "may,""could," "will," "intend," "estimate," "expect," "anticipate," "plan," "likely,""promise" and similar expressions to identify forward-looking statements.  Oneshould not place undue reliance on these forward-looking statements.  TheCompany’s actual results could differ materially from those anticipated inthe forward-looking statements for many unforeseen factors, which may include,but are not limited to, changes in general economic conditions, the ongoingthreat of terrorism, ability to have access to financing sources on reasonableterms and other risks that are described in this document. Although the Companybelieves the expectations reflected in the forward-looking statements arereasonable, they relate only to events as of the date on which the statementsare made, and the Company’s future results, levels of activity,performance or achievements may not meet these expectations.  The Company doesnot intend to update any of the forward-looking statements after the date ofthis document to conform these statements to actual results or to changes in theCompany’s expectations, except as required by law.
**Overview**
       Champions Biotechnology, Inc. is abiotechnology company that intends to engage in the acquisition and early stagedevelopment of a portfolio of new therapeutic drug candidates and also theacquisition and development of novel technologies that the Company hopes willimprove methods of and approaches to disease treatment.  This will beaccomplished by drawing upon the established expertise, knowledge and insight ofexperts, including two of the Company’s shareholders, Drs. David Sidranskyand Manuel Hidalgo, who have wide-ranging contacts in the pharmaceuticalindustry, academia and government. 
       The Company plans to develop aportfolio of new therapeutic drug candidates through pre-clinical trials andpossibly early phase ("first in man") clinical trials.  If therapeutic drugcandidates reach this early stage of development, the Company intends to partnerwith, sell or license to pharmaceutical and/or biotechnology companies, asappropriate. Management believes this strategy will enable the Company toleverage the competencies of these partners or licensees to maximize theCompany’s return on investment in a relatively short time frame. Thismodel is unlike that of typical new biotechnology companies that look to bringthe process of drug development through all phases of discovery, development,regulatory approvals, and marketing, which requires a very large financialcommitment and a long time, typically more than a decade, to realize.
       In February 2007, the Company acquiredthe patent rights to two Benzoylphenylurea (BPU) sulfur analogcompounds that have shown promising potent activity against prostate andpancreatic cancer cell lines (*Journal of Medicinal Chemistry*, 2006, Vol.49, No.7, 2357-2360).  The acquired rights include pending U.S. PatentApplication no. 11/673,519 and the corresponding international patentapplication (PCT/US2006/014449) filed under the Patent Cooperation Treaty (PCT),both entitled Design and Synthesis of Novel Tubulin PolymerizationInhibitors:  Benzoylphenylurea (BPU) Sulfur Analogs.  
       The Company was incorporated under thelaws of the State of Delaware in June 1985 as a merger and acquisition companyunder the name "International Group, Inc." In September 1985, the Companycompleted a public offering, and in January 1986, acquired the world-wide rightsto the Champions sports theme restaurant concept and subsequently changed itsname to “Champions Sports, Inc.” In 1997, the Company sold itsChampions service mark and concept for sports themed restaurants toMarriott International, Inc. and since then until January 2007, had been seekinga new business direction.  In January 2007, the Company changed its name toChampions Biotechnology, Inc. to reflect the decision of the Company to focus onbiotechnology as its new business approach.
**RISK FACTORS**

       You shouldcarefully consider the risks described below together with all of the otherinformation included in this report on Form 10-QSB. The risks and uncertaintiesdescribed below are not the only ones we face.  Additional risks not presentlyknown or that we currently consider insignificant may also impair our businessoperations in the future. An investment in our common stock is very risky. Ifany of the following risks materialize, our business, financial condition orresults of operations could be adversely affected. In such an event, the tradingprice of our common stock could decline, and you may lose part or all of yourinvestment. When used in these risk factors, the terms "we" or "our" refer toChampions Biotechnology, Inc.

**18**   
**We historically have lost money, expect losses tocontinue for the foreseeable future and may never achieve profitability.**

We historically have lost money. In the year endedApril 30, 2006, we sustained net losses of approximately $303,718, and for thenine months ended January 31, 2007 we sustained net losses of approximately$74,086. In the year ended April 30, 2005, we sustained a net loss ofapproximately $246,544. At January 31, 2007, we had an accumulated deficit ofapproximately $7,008,273.

The amount of these losses may vary significantly fromyear-to-year and quarter-to-quarter and will depend on, among otherfactors:
- the timing and cost of product and technology development;
- the progress and cost of preclinical and possibly early phase clinicaldevelopment programs;
- the timing and cost of obtaining necessary regulatory approvals;and
- the costs of pending and any future litigation of which we may besubject.

We currently have no operations and do not have anycommercially marketable products or technologies. We intend to engage inproduct research and development, a process that requires significant capitalexpenditures, and we do not have any other sources of revenue to off-set suchexpenditures. Accordingly, we expect to generate additional operating losses atleast until such time as we are able to generate significant revenues.

To become profitable, we will need to generaterevenues to off-set our operating costs, including our general andadministrative expenses. We may not achieve or, if achieved, sustain our revenueor profit objectives, and our losses may increase in the future, and,ultimately, we may have to cease operations.

In order to generate new and significant revenues, wemust successfully develop our products and then partner with, sell or license topharmaceutical and/or biotechnology companies, as appropriate, who cansuccessfully commercialize them. Even if our proposed products are commerciallyintroduced, they may never achieve market acceptance and we may never generatesignificant revenues or achieve profitability.

**Our independent auditor has expressed substantialdoubt about our ability to continue as a going concern. We need to raisesubstantial additional capital to fund our operations and we may be unable toraise such funds on a timely basis and on acceptable terms.**

In its audit report relating to our fiscal year endedApril 30, 2006, our independent auditor expressed substantial doubt our abilityto continue as a going concern due to recurring losses and working capitalshortage and the fact that there is no guarantee that we will be able to raiseenough capital or generate revenues to sustain our operations. As of the date ofthis filing, we have not alleviated our working capital needs. We have beenmeeting our working capital needs with advances from our executive officer,James Martell.  In addition, we received proceeds of $38,000 through the sale ofrestricted common shares in January 2007.  If we must devote a substantialamount of time to raising capital, it will delay our ability to achieve ourbusiness goals within the time frames that we now expect, which could increasethe amount of capital we need. In addition, the amount of time expended by ourmanagement on fund raising distracts them from concentrating on our businessaffairs.

**Our lack of operating history in the biotechnologyindustry makes it difficult to evaluate or predict our future businessprospects.**

We have no operating history in the biotechnologyindustry, and our operating results are impossible to predict because we havenot begun selling any products. We are in the development stage, and ourproposed operations are subject to all of the risks inherent in establishing anew business enterprise, including:
- the absence of an operating history;
- the lack of commercialized products;
- insufficient capital;
**19**   - expected substantial and continual losses for the foreseeablefuture;
- limited experience in dealing with regulatory issues;
- limited marketing experience;
- an expected reliance on third parties for the commercialization of ourproposed products;
- a competitive environment characterized by numerous, well-established andwell-capitalized competitors;
- uncertain market acceptance of our proposed products; and
- reliance on key personnel.

The likelihood of our success must be considered inlight of the problems, expenses, difficulties, complications, and delaysfrequently encountered in connection with the formation of a new business, thedevelopment of new technology, and the competitive and regulatory environment inwhich we will operate. 

Because we are subject to these risks, you may have adifficult time evaluating our business and your investment in ourcompany.

**Our initial proposed products are in the earlydevelopment stages and will likely not be commercially introduced for severalyears, if at all.**

Our proposed initial products still are in the earlydevelopment stage and will require further development, preclinical and earlyphase clinical testing and investment prior to their possible commercializationin the United States and abroad. We cannot be sure that these products indevelopment will:
- be successfully developed;
- prove to be safe and efficacious in clinical trials;
- meet applicable regulatory standards or obtain required regulatoryapprovals;
- demonstrate substantial protective or therapeutic benefits in the preventionor treatment of any disease;
- be capable of being produced in commercial quantities at reasonablecosts;
- obtain coverage and favorable reimbursement rates from insurers and otherthird-party payors; or
- be successfully marketed or achieve market acceptance by physicians andpatients.

**We have very limited staffing and will continue to bedependent upon key employees.**

Our success, currently, is dependent upon the effortsof our only employee, James Martell, our Chairman, President and CEO.  The lossof Mr. Martell’s services would have a material adverse affect on ourbusiness and financial condition. We will need to develop a management team andattract and retain qualified personnel in all functional areas to expand andgrow our business. This will be difficult in the biotechnology industry, wherecompetition for skilled personnel is intense. 

**Because our industry is very competitive and many ofour competitors have substantially greater capital resources and more experiencein research and development than us, we may not succeed in developing ourproposed products and technologies and having them brought to market.**

**20**   
Competition in the pharmaceutical industry is intense.Potential competitors in the United States and abroad are numerous and includepharmaceutical, chemical and biotechnology companies, most of which havesubstantially greater capital resources and more experience in research anddevelopment than us. Academic institutions, hospitals, governmental agencies andother public and private research organizations are also conducting research andseeking patent protection and may develop and commercially introduce competingproducts or technologies on their own or through joint ventures. We cannotassure you that our competitors will not succeed in developing similartechnologies and products more rapidly than we do, commercially introducing suchtechnologies and products to the marketplace prior to introduction of ourproducts, or that these competing technologies and products will not be moreeffective or successful than any of those that we currently are developing orwill develop.

**If we are unable to protect our intellectual property,we may not be able to compete as effectively.**

The biotechnology industry places considerableimportance on obtaining patent and trade secret protection for new technologies,products and processes. Our success will depend, in part, upon our ability toobtain, enjoy and enforce protection for any products we develop or acquireunder United States and foreign patent laws and other intellectual propertylaws, preserve the confidentiality of our trade secrets and operate withoutinfringing the proprietary rights of third parties.

Where appropriate, we will seek patent protection forcertain aspects of our technology. However, our owned and licensed patents andpatent applications may not ensure the protection of our intellectual propertyfor a number of other reasons:
- Competitors may interfere with our patents and patent process in a varietyof ways. Competitors may claim that they invented the claimed invention beforeus or may claim that we are infringing on their patents and therefore we cannotuse our technology as claimed under our patent. Competitors may also have ourpatents reexamined by showing the patent examiner that the invention was notoriginal or novel or was obvious.
 - We are in the development stage and will be in the process of developingproposed products and technologies. The mere receipt of a patent does notnecessarily provide much practical protection. If we receive a patent with anarrow scope, then it will be easier for competitors to design products that donot infringe on our patent. Even if the development of our proposed products issuccessful and approval for sale is obtained, there can be no assurance thatapplicable patent coverage, if any, will not have expired or will not expireshortly after this approval. Any expiration of the applicable patent could havea material adverse effect on the sales and profitability of our proposedproduct.
 - Enforcing patents is expensive and may require significant time by ourmanagement. In litigation, a competitor could claim that our issued patents arenot valid for a number of reasons. If the court agrees, we would lose protectionon products covered by those patents.
 - We also may support and collaborate in research conducted by governmentorganizations or universities. We cannot guarantee that we will be able toacquire any exclusive rights to technology or products derived from thesecollaborations. If we do not obtain required licenses or rights, we couldencounter delays in product development while we attempt to design around otherpatents or we may be prohibited from developing, manufacturing or sellingproducts requiring these licenses. There is also a risk that disputes may ariseas to the rights to technology or products developed in collaboration with otherparties.

It also is unclear whether efforts to secure our tradesecrets will provide useful protection. While we will use reasonable efforts toprotect our trade secrets, our employees or consultants may unintentionally orwillfully disclose our proprietary information to competitors resulting in aloss of protection. Enforcing a claim that someone else illegally obtained andis using our trade secrets, like patent litigation, is expensive and timeconsuming, and the outcome is unpredictable. In addition, courts outside theUnited States are sometimes less willing to protect trade secrets. Finally, ourcompetitors may independently develop equivalent knowledge, methods andknow-how.

**Claims by others that our products infringe theirpatents or other intellectual property rights could adversely affect ourfinancialcondition.**
**21**   
The biotechnology industry has been characterized byfrequent litigation regarding patent and other intellectual property rights.Patent applications are maintained in secrecy in the United States and also aremaintained in secrecy outside the United States until the application ispublished. Accordingly, we can conduct only limited searches to determinewhether our technology infringes the patents or patent applications of others.Any claims of patent infringement asserted by third parties would betime-consuming and could likely:
- result in costly litigation;
- divert the time and attention of our technical personnel andmanagement;
- cause product development delays;
- require us to develop non-infringing technology; or
- require us to enter into royalty or licensing agreements.

Although patent and intellectual property disputes inthe biotechnology industry often have been settled through licensing or similararrangements, costs associated with these arrangements may be substantial andoften require the payment of ongoing royalties, which could hurt our grossmargins. In addition, we cannot be sure that the necessary licenses would beavailable to us on satisfactory terms, or that we could redesign our products orprocesses to avoid infringement, if necessary. Accordingly, an adversedetermination in a judicial or administrative proceeding, or the failure toobtain necessary licenses, could prevent us from developing, manufacturing andselling some of our products, which could harm our business, financial conditionand operating results.

**If any of our products that we license or partner withpharmaceutical and/or biotechnology companies  fail to obtain regulatoryapproval to commercially manufacture or if approval is delayed or withdrawn, wewill be unable to generate revenue from the sale or license of ourproducts.**

Our products have to obtain regulatory approval to beable to be sold in the United States and abroad. In the United States, approvalof the FDA has to be obtained for each product or drug to be commercialized. TheFDA approval process is typically lengthy and expensive, and approval is nevercertain. Products to be commercialized abroad are subject to similar foreigngovernment regulation.

Generally, only a very small percentage of newlydiscovered pharmaceutical products that enter preclinical development areapproved for sale. Because of the risks and uncertainties in biopharmaceuticaldevelopment, our proposed products could take a significantly longer time togain regulatory approval than we expect or may never gain approval. Ifregulatory approval is delayed or never obtained, our management’scredibility, the value of our company and our operating results and liquiditymight be adversely affected. Furthermore, even if a product gains regulatoryapproval, the product and the manufacturer of the product may be subject tocontinuing regulatory review. Even after obtaining regulatory approval, theproduct may be restricted or prohibited from marketing or manufacturing aproduct if previously unknown problems with the product or its manufacture aresubsequently discovered. 

**Even if our proposed products receive FDA approval,they may not achieve expected levels of market acceptance, which could have amaterial adverse effect on our business, financial position and operatingresults and could cause the market value of our common stock to decline.**

Even if our proposed products obtain requiredregulatory approvals, the success of those products is dependent upon marketacceptance by physicians and patients. Levels of market acceptance for our newproducts could be impacted by several factors, including:
- the availability of alternative products from competitors;
- the price of our products relative to that of ourcompetitors;
- the timing of our market entry; and
- the ability to market our products effectively.
**22**   
Some of these factors are not within our control. Ourproposed products may not achieve expected levels of market acceptance.Additionally, continuing studies of the proper utilization, safety and efficacyof pharmaceutical products are being conducted by the industry, governmentagencies and others. Such studies, which increasingly employ sophisticatedmethods and techniques, can call into question the utilization, safety andefficacy of previously marketed products. In some cases, these studies haveresulted, and may in the future result, in the discontinuance of productmarketing. These situations, should they occur, could have a material adverseeffect on our business, financial position and results of operations, and themarket value of our common stock could decline.

**Because the biotechnology industry is heavilyregulated, we face significant costs and uncertainties associated with ourefforts to comply with applicable regulations. Should we fail to comply, wecould experience material adverse effects on our business, financial positionand results of operations, and the market value of our common stock coulddecline.**

The biotechnology industry is subject to regulation byvarious federal and state governmental authorities. For example, we must complywith FDA requirements with respect to the development of our proposed productsand our early clinical trials, and if any of our proposed products are approved,the manufacture, labeling, sale, distribution, marketing, advertising andpromotion of our products. Failure to comply with FDA and other governmentalregulations can result in fines, disgorgement, unanticipated complianceexpenditures, recall or seizure of products, total or partial suspension ofproduction and/or distribution, suspension of the FDA’s review of NDAs,enforcement actions, injunctions and criminal prosecution. Under certaincircumstances, the FDA also has the authority to revoke previously granted drugapprovals. Despite our efforts at compliance, there is no guarantee that we maynot be deemed to be deficient in some manner in the future. If we were deemed tobe deficient in any significant way, our business, financial position andresults of operations could be materially affected and the market value of ourcommon stock could decline.

**Your investment in our common stock may be dilute ifwe issue additional shares in the future.**

We may issue additional shares of common stock, whichwould reduce your percentage ownership and may dilute your share value. OurArticles of Incorporation authorize the issuance of 50,000,000 shares of commonstock. As of March 14, 2007, we had 27,624,658 shares of common stock issued andoutstanding.  The future issuance of all or part of the remaining authorizedcommon stock would result in substantial dilution in the percentage of thecommon stock held by existing shareholders.  We may value any common stockissued in the future on an arbitrary basis. The issuance of common stock forfuture services or acquisitions or other corporate actions may have the effectof diluting the value of the shares held by existing shareholders, and mighthave an adverse effect on any trading market for our common stock.

**There is a limited trading market for our commonstock, which may make it difficult for you to sell your shares.**

Our common stock is quoted on the OTC Bulletin Board.Like many stocks quoted on the OTC Bulletin Board, trading in our common stockis thin and characterized by wide fluctuations in trading prices, due to manyfactors that may have little to do with our operations or business prospects.This volatility could depress the market price of our common stock for reasonsunrelated to operating performance. Moreover, trading on the OTC Bulletin Boardis often more sporadic and volatile than the trading on security exchanges likeNASDAQ, American Stock Exchange or New York Stock Exchange. Accordingly, you mayhave difficulty reselling your shares of our common stock in short timeperiods.

**Our common stock may be deemed a “pennystock,” which would make it more difficult for you to sell yourshares.**Our common stock may be subject to the “penny stock”rules adopted under Section 15(g) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”). The penny stock rules apply tocompanies whose common stock is not listed on the NASDAQ Stock Market or anothernational securities exchange and trades at less than $5.00 per share or thathave tangible net worth of less than $5,000,000 ($2,000,000 if the company hasbeen operating for three or more years). These rules require, among otherthings, that brokers who trade penny stock to persons other than“established customers” complete certain documentation, makesuitability inquiries of investors and provide investors with certaininformation concerning trading in the security, including a risk disclosuredocument and quote information under certain circumstances. Many brokers havedecided not to trade penny stocks because of the requirements of the penny stockrules and, as a result, the number of broker-dealers willing to act as marketmakers in such securities is limited. If we remain subject to the penny stockrules for any significant period, it could have an adverse effect on the market,if any, for our common stock. If our common stock is subject to the penny stockrules, you will find it more difficult to dispose of the shares of our commonstock that you have purchased.

**23**   

**Results of Operation**
       For the nine months ended January 31,2007, the Company’s net loss was $74,086 and the net loss for the threemonths ended January 31, 2007 was $37,198.  The Company’s total assets atJanuary 31, 2007 were $20,779. For the nine months ended January 31, 2006, theCompany’s net loss was $306,999 and the net loss for the three monthsended January 31, 2006 was $77,711, which reflected the expenses ofdiscontinuing the Champions restaurant operations in 2005. The Company’stotal assets at January 31, 2006 were $21,019.
**Revenues**
       The Company’s total operatingrevenues were $0.00 for the nine months ended January 31, 2007 and $0.00 for thethree month period ended January 31, 2007.  The Company has had no operationssince June 23, 2005, when the lease on its only Champions restaurant locationexpired. The Company’s condensed consolidated financial statements havebeen reclassified to reflect this cessation of business as discontinuedoperations for the comparative nine-month period ending January 31, 2006.
**Expenses**
       General and administrative expenseswere $74,086 for the nine months ended January 31, 2007 and $37,198 for thethree months ended January 31, 2007, compared to $146,803 for the nine monthsended January 31, 2006 and $61,543 for the three months ended January 31, 2006,which reflected the expenses of discontinuing the Champions restaurantoperations in 2005.
**Liquidity and Capital Resources**
       The Company’s cash position asof January 31, 2007 was $20,779, compared to $540 on April 30, 2006. For thenine month period, the Company’s continuing operations used $61,544. TheCompany met its liquidity needs by receiving advances from its executiveofficer, James Martell, in the amount of $43,693 and from the proceeds from thesale of restricted common stock in the amount of $38,000. 
       The Company had a working capitaldeficit of $356,139 at January 31, 2007 and $670,513 at April 30, 2006.  Thisreduction is due to the conversion, on October 16, 2006, of a current liabilityof $350,460 of dividend payment on preferred stock that was converted into1,000,000 shares of common stock, a five-year warrant to purchase up to 500,000shares of common stock at an exercise price of $.15 per share, and a five-yearwarrant to purchase up to 500,000 shares of common stock at an exercise price of$.25 per share. The Company’s working capital is very unfavorable whencompared to other public companies.
**Item 3.   Controls and Procedures**
       The Company maintains a set ofdisclosure controls and procedures designed to ensure that information requiredto be disclosed by the Company in the reports filed under the SecuritiesExchange Act, is recorded, processed, summarized and reported within the timeperiods specified by the SEC’s rules and forms. Disclosure controls arealso designed with the objective of ensuring that this information isaccumulated and communicated to the Company’s management, including theCompany’s chief executive officer and chief financial officer, asappropriate, to allow timely decisions regarding required disclosure.
       Based upon his evaluation as of theend of the period covered by this report, the Company’s chief executiveofficer concluded that, the Company’s disclosure controls and proceduresare not effective to ensure that information required to be included in theCompany’s periodic SEC filings is recorded, processed, summarized, andreported within the time periods specified in the SEC rules and forms.
       The Company’s Board of Directorswas advised by Bagell, Josephs, Levine & Company, L.L.C., theCompany’s independent registered public accounting firm, that during theirperformance of audit procedures for the fiscal year ended 2006, Bagell, Josephs,Levine & Company, L.L.C. identified a material weakness as defined in PublicCompany Accounting Oversight Board Standard No. 2 in the Company’sinternal control over financial reporting.
       This deficiency consisted primarily ofinadequate staffing and supervision that could lead to the untimelyidentification and resolution of accounting and disclosure matters and failureto perform timely and effective reviews. However, the size of the Companyprevents it from being able to employ sufficient resources to enable the Companyto have adequate segregation of duties within its internal control system.Management is required to apply its judgment in evaluating the cost-benefitrelationship of possible controls and procedures. As soon as the Company is ableto obtain sufficient funding, it will apply the necessary corrective action toremedy the weakness.**24**   

**Part II.   Other Information**

**Item 1. Legal Proceedings**

**       **None
**Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds**
 	
       On January 3, 2007, the Company issued2,500,000 restricted shares of common stock to      Dr.Manuel Hidalgo, an individual investor, for an aggregate purchase price of$10,000.  These securities were issued pursuant to a privately negotiatedtransaction without an underwriter in reliance upon the exemption fromregistration provided by Section 4(2) of the Securities Act. Proceeds were usedfor working capital.
       On January 5, 2007, the Company issued7,000,000 restricted shares of common stock to      Dr.David Sidransky, an individual investor, for an aggregate purchase price of$28,000.  These securities were issued pursuant to a privately negotiatedtransaction without an underwriter in reliance upon the exemption fromregistration provided by Section 4(2) of the Securities Act. Proceeds were usedfor working capital.
**Item 3.   Defaults Upon Senior Securities**
 	
**       **None
**Item 4.   Submission of Matters to a Vote of SecurityHolders**
       None
**Item 5.  Other Information**
 	
**       Subsequent event**
       On February 14, 2007, the Companyacquired all of the patent rights underlying pending U.S. Patent Application no.11/673,519 and corresponding international patent application(PCT/US2006/014449) filed under the Patent Cooperation Treaty (PCT), bothentitled “Design and Synthesis of Novel Tubulin Polymerization Inhibitors:Benzoylphenylurea (BPU) Sulfur Analogs.” The acquisition represented thecommencement of the Company’s strategy to develop a biotechnology businessbased on therapeutic drug candidates, among other possible ventures. Thepurchase price for the patent rights consisted of an aggregate of up to 550,000restricted shares of common stock, of which 300,000 restricted shares wereissued upon execution of the acquisition agreement and 250,000 restricted sharesare issuable upon the issuance of one of patents based on U.S. PatentApplication no. 11/673,519. 
**Item 6.   Exhibits**
       31.1     Certificationof the Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule15d-14(a).
       32.1     Certificationof the Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule15d-14(b) and 18 U.S.C. 1350.**25**   

**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 BIOTECHNOLOGY, INC.**
    
/s/ James Martell
  
James Martell
 
Chairman, President , CEO and CFO

Date: March 14, 2006

**26**   

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 CHAMPIONSBIOTECHNOLOGY, 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:  March 14, 2007
By: 
/s/ James Martell
  
James Martell
 
Chief Executive Officer

**27**   

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 CHAMPIONSBIOTECHNOLOGY, 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, basedon our most recent evaluation, to the registrant’s auditors and the auditcommittee of the registrant’s board of directors (or persons performingthe 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: March 14, 2007
By: 
/s/ James Martell
  
James Martell
 
Chief Financial Officer

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**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 Biotechnology, Inc. (the"Company") on Form 10-QSB for the nine months ended January 31, 2007 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; and2.     The information contained in the Reportfairly presents, in all material respects, the financial condition and resultsof operation of the Company. 

Dated March 14, 2007

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