SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   FORM 10-QSB




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

         For the quarterly period ended         October 31, 1999

                                                     OR

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

         For the transition period from               to

         Commission file number         0-17263


                             CHAMPIONS SPORTS, INC.
                             ----------------------
             (Exact name of registrant as specified in its charter)


                           Delaware        52-1401755
                        -------------------------------
                (State or other jurisdiction of  (I.R.S. Employer
                        organization)             Identification No.)

              Suite 214, 2420 Wilson Boulevard, Arlington, VA 22201
              -----------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip code)

                                 (703) 526-0400
                                 --------------
              (Registrant's telephone number, including area code)

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

         As of December 10, 1999 the Registrant  had a total of 8,513,591  cares
of common stock outstanding.





                                        1

<PAGE>






                             CHAMPIONS SPORTS, Inc.

                                   FORM 10-QSB

                                      INDEX

                                                                     Page

Part I.  Financial Information

                  Item 1.  Financial Statements

                  Consolidated Balance Sheets as of
                    October 31, 1999(unaudited) and
                    April 30, 1999                                     3

                  Consolidated Statements of Operations:
                    Three months and six months ended
                    October 31, 1999, and  October 31, 1998,
                            (unaudited)                                4

                  Consolidated Statements of Cash Flows:
                    Six months ended October 31, 1999, and
                    October  31, 1998 (unaudited)                      5

                  Notes to Consolidated Financial Statements           6

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

Part II. Other Information and Signatures

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

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

                  Signatures                                           10






                                        2

<PAGE>

                     Champions Sports, Inc. and Subsidiaries
                           Consolidated Balance Sheets


                                                   OCT 31,        APRIL 30
                                                    1999            1999
                                                (UNAUDITED)
                                  ASSETS
Current assets
   Cash and cash equivalents                       $524,470      $726,241
   Marketable securities                            111,059             -
   Accounts receivable - trade                       75,831           800
   Inventories                                       25,042        20,176
   Prepaid  expenses                                  8,725         3,232
   Deferred tax asset                               207,952       207,952
                                                    -------       -------
         Total current assets                       953,079       958,401

Property and Equipment
   Furniture and Equipment                          540,287       539,139
   Leasehold improvements                           570,962       570,962
                                                    -------       -------
                                                  1,111,249     1,110,101
   Accumulated depreciation
     and amortization                              (755,014)     (729,420)
                                                   --------      --------
                                                    356,235       380,681
Other assets
   Deposits                                          11,052        11,052
    Investments                                     100,000             -
                                                    -------        ------

         Total assets                            $1,420,366    $1,350,134
                                                 ==========    ==========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable                                 $79,278       $36,817
   Dividend payable on preferred stock              336,450       336,450
   Notes payable                                      6,885         6,885
   Other accrued expenses                            32,947        38,023
   Current portion of
   deferred lease concession                          4,363         4,363
                                                      -----         -----
         Total current liabilities                  459,923       422,538

Deferred lease concession
(excluding current portion)                          18,463        20,281
Note payable, excluding current portion              17,465        19,645

Commitments and contingencies

Stockholders' equity
   Preferred stock:
    Series A, 12% convertible cumulative,
      par value $10 per share,
      preferred as to dividends and liquidation:
      56,075 shares authorized: 53,325 and 55,775
      issued and outstanding at
      October 31 and April 30, 1999                 533,250       557,752

   Common stock, par value $.001 per share,
   50,000,000 shares authorized: 8,513,59
   and  8,500,638 shares issued and
   outstanding at October 31 and April 30, 1999       8,504         8,502

   Additional paid-in capital                     5,334,322     5,311,111
   Accumulated deficit                           (4,951,561)   (4,989,695)
                                                 ----------    ----------
    Total stockholders' equity                      924,515       887,670

    Total liabilities and stockholders' equity   $1,420,366    $1,350,134
                                                 ==========    ==========

See notes to consolidated financial statements







                                        3


<PAGE>

<TABLE>
<CAPTION>

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

                                                Three months            Six months
                                               ended October 31        ended October 31
                                               1999       1998         1999          1998
                                               ----       ----         ----          ----
<S>                                          <C>        <C>           <C>          <C>

Revenue
   Food and beverage sales                   $393,356   $409,568      $916,568     $867,080
   Merchandise, memorabilia
      and consulting fees                      85,818     10,641       190,544       94,225
   Interest income                              5,390      6,107        12,190       12,218
   Other income                                 3,547      2,019         8,083       10,254
                                                -----      -----         -----       ------
                                             $488,112   $428,335     1,127,385     $983,777

Expense
   Cost of food and beverage sales            103,194    110,475       236,158      233,988
   Cost of merchandise and memorabilia         22,367     6,318         60,770       31,004
   Restaurant payroll and related costs       142,454    147,022       314,500      297,766
   Restaurant occupancy costs                  51,158     54,513       103,853      107,007
   Other restaurant costs                      77,477     98,367       173,323      189,354
   General and administrative                  57,959     87,615       174,557      164,301
   Depreciation and amortization               12,105     13,567        24,325       27,134
   Interest expense                               846        -            1766            -
                                               ------     ------        ------       ------
                                              467,560    517,878     1,089,252    1,050,554

Net Income (loss) from operations             $20,552   ($89,543)      $38,133     ($66,776)

Less preferred stock dividends                $15,998    $16,800       $31,996      $33,600
                                              -------    -------       -------      -------

Net income  (loss)                             $4,554   ($106,343)      $6,137    ($100,376)

Basic earnings (loss) per share                 $0.00     ($0.01)        $0.00       ($0.01)

Earnings per common share -
    fully diluted                               $0.00      ($0.01)       $0.00       ($0.01)
                                                =====      ======        =====       ======

See notes to consolidated financial
statements

</TABLE>


                                        4

<PAGE>


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


                                                          1999      1998
                                                          ----      ----

Cash flows from operating activities:
   Net income                                          $38,133      ($66,776)
   Adjustments to reconcile net income
   to cash provided by (used )
   by operating activities:
    Depreciation and amortization                       24,325        27,135
  Changes in asset and liabilities
   Accounts receivable                                 (75,031)          (38)
   Inventories                                          (4,866)        5,712
   Prepaid expenses                                     (5,493)       (9,103)
   Accounts payable                                     42,461         9,047
   Other accrued expenses                               (5,076)      (25,718)
   Deferred lease concessions                           (1,837)         (723)
                                                        ------          ----
    Net cash provided (used)
    by operating activities                             12,616       (60,464)

Cash flows from investing activities:
 Purchase of restricted securities                    (100,000)            -
 Purchase of marketable investment securities         (111,059)            -
 Purchase of property and equipment                     (1,148)       (2,884)
                                                        ------        ------
  Net cash provided by investing activities           (212,207)       (2,884)


Cash flows from financing activities:
   Repayment of borrowings                              (2,180)            -
                                                        ------
    Net cash provided(used)byfinancing activities       (2,180)            -


Net increase(decrease)in cash and cash equivalents    (201,771)      (63,348)

Cash and cash equivalents at beginning of year         726,241       631,230
                                                       -------       -------
Cash and cash equivalents at October 31,               524,470       567,882
                                                       =======       =======

Supplemental disclosure of cash flow information:
  Cash paid during the period  for interest              1,766             -

See notes to consolidated financial statements



                                        5

<PAGE>



                             CHAMPIONS SPORTS, INC.

                   Notes to Consolidated Financial Statements

                                October 31, 1999

Summarized Financial Information

Company or group of companies for which report is filed:

CHAMPIONS Sports, Inc. and Subsidiaries

The  consolidated  balance  sheet  as of  October  31,  1999,  the  consolidated
statements of  operations  for the three months and six months ended October 31,
1999 and October 31, 1998 and the consolidated  statements of cash flows for the
six months ended October 31, 1999 and October 31, 1998 have been prepared by the
company,  without audit. In the opinion of management,  all  adjustments  (which
include  only normal  recurring  adjustments)  necessary  to present  fairly the
financial  position,  results of operations  and changes in cash flow at October
31, 1999 and for all periods presented have been made.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted. It is suggested that these consolidated  financial statements
be read in conjunction with the financial  statements and notes thereto included
in the Company's  10-KSB as of April 30, 1999. The results of operations for the
period ended  October 31, 1999 are not  necessarily  indicative of the operating
results for the full year.


This document contains  "forward-looking  statements" (within the meaning of the
Private  Securities  Litigation Act of 1995) that  inherently  involves risk and
uncertainties.  The Company's  actual result could differ  materially  for those
anticipated  in  there  forward-looking  statements  as a  result  of  unforseen
external factors.  These factors may include, but are not limited to, changes in
general economic  conditions,  customer acceptance of products offered and other
general competitive factors.



                                        6

<PAGE>




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

Results of Operation

         For the six months ended  October 31, 1999,  the  Company's  net income
from  operations  was  $38,133  before  preferred  stock  dividends  of  $31,996
resulting  in a net  income of $6,137 or $0.00  per  common  share.  For the six
months ended October 31, 1998, the Company  sustained a loss from  operations of
$66,776 before preferred stock dividends of $33,600 which resulted in a net loss
of $100,376 or ($0.01) per common share.

          The Company's  assets increased to $1,420,366 at October 31, 1999 from
$1,350,134  at April 30,  1999 as a result of the net  income  for the six month
period.

Revenues

         The Company's  total revenues  increased 14.6% for the six month period
and 14.0% for the three month period ended October 31, 1999. The Company's total
revenues  were$1,127,385  and $983,777 for the six months ended October 31, 1999
and 1998. By component,  food and beverage sales  increased 5.7% to $916,568 for
the six months  ended  October 31, 1999 from  $867,080  for the six months ended
October 31, 1998.  The increase in food and beverage  sales is  attributed to an
increase in both customer volume and sales prices.  For the three month period ,
food and beverage sales decreased 4.0% for the comparable  period.  The decrease
in food and beverage  sales is a result of a decline in customer  volume  during
the quarter ended October 31, 1999.  Merchandise and  memorabilia  sales for the
six months  ended  October  31,  1999 were  $190,544  compared to $94,225 in the
comparable  period.  The Company  provided  sports  memorabilia  to two Marriott
Champions  locations  during  the six  months  ended  October  31,  1999 and one
Marriott  Champions  location  during the six months  ended  October  31,  1998.
Interest  income and other income  represent 1% or less of the  Company's  total
revenues for the three months and six months ended October 31, 1999 and 1998.


Expenses

         Cost of food and  beverage  decreased to 25.8% versus 27.0% of food and
beverage  sales of for the six months ended  October 31, 1999 and 1998.  Cost of
merchandise and  memorabilia  sales was 31.9% and 32.9% of related sales for the
six months ended October 31, 1999 and 1998. Restaurant payroll and related costs
remained  constant at 34.3% or food and beverage  sales for the six months ended
October 31, 1999 and 1998.  Restaurant  occupancy  costs  represented  11.3% and
12.3% of restaurant  sales for the six month  periods.  Other  restaurant  costs
decreased to 18.9% of food and beverage sales compared to 21.8% of related sales
in the six months ended October 31, 1998. General and administrative expense for
the Company's corporate office was 15.5% of the Company's total revenues for the
six months  ended  October 31, 1999  compared to 16.7% for the six months  ended
October 31, 1998. Depreciation and amortization expense represented less than 3%
of the Company's total revenues during each six month period.




Liquidity and Capital Resources

         The Company's  cash position on October 31, 1999 was $524,470  compared
to $726,241 on April 30, 1999, a decrease of $201,771.  For the six months ended
October 31, 1999, the Company's  operating  activities provided $12,616 in cash.
The Company  used its cash to repay  equipment  leases for  $2,180.  The Company
purchased   marketable   investment   securities  for  $111,059  and  restricted
investment securities for $100,000.  The Company purchased equipment for $1,148.
For the six months ended October 31, 1998,  the Company's  operating  activities
used $60,464 in cash.  The Company  purchased  $2,884 in property and equipment.
During the six months ended October 31, 1999

                                        7

<PAGE>



and 1998, the Company met its cash needs from its revenues and cash reserves and
from cash  flow  from its San  Antonio  operation.  On  October  31,  1999,  the
Company's  working  capital was $493,156  versus $535,863 on April 30, 1999. The
Company  anticipates  that  the  revenues  generated  from its  location  in San
Antonio,  Texas along with revenues  generated  from its consulting and sales of
memorabilia  will be sufficient to meet its operating  obligations  for the next
twelve months.

         Stockholder's  equity  increased  to  $924,515  as of October  31, 1999
compared to $887,670 as of April 30, 1999, as a result of the net income for the
six month period.


         In October,  1999,  the Board of  Directors,  in order to preserve  the
Company's cash reserves,  voted to defer payment of $63,990, the annual dividend
on the Series A, 12% convertible,  cumulative Preferred Stock, par value $10, of
which there were 53,325  shares  outstanding  at October 31, 1999.  The Board of
Directors also voted to defer the annual meeting of security holders in order to
preserve the Company's cash reserves.


         The  Company  continues  to review  and  evaluate  its  operations  and
priorities.  The Company is actively  pursuing merger or acquisition  candidates
and other  opportunities  to met its longer term  liquidity  needs.  There is no
assurance  that the Company will be able to structure a merger or acquisition on
terms satisfactory to the Company.


YEAR 2000

         The Company has taken appropriate  measures by purchasing  software and
computer equipment that is compliant with identifying the year 2000. The Company
relies  on  outside  vendors  and  financial  institutions  and all of whom have
indicated  to  the  Company  that  their  computer  systems  are  compliant  for
identifying the year 2000.




         .



                                        8

<PAGE>





Part II.   Other Information

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

         There were no matters  submitted to a vote of Security  Holders  during
the three month period ended October 31, 1999.



Item 6.  Exhibits and Reports on Form 8-K

         None.


                                       9
<PAGE>







                                   SIGNATURES

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

                                                     CHAMPIONS Sports, Inc.




                                                     __/s/ James Martell______
                                                     James Martell
                                                     Chairman, President and
                                                     Chief Executive Officer



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


December 14, 1999



                                       10


<PAGE>