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

[X]

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

For the quarterly period ended   October 31, 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 as specified 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 of principal executive offices)
(Zip code) 
(703) 526-0400
(Registrant's telephone number, including area code)
       Indicate by check mark whether the issuer (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     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.) Yes __   No    x      As of December 14, 2007 the Registrant had a total of 31,686,290 shares of common stock outstanding.Transitional Small Business Disclosure Format (check one):   Yes  x    No     
*** ***

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

Page

Part I. 

Financial Information
   
Item 1.   Financial Statements
   
       Condensed Consolidated Balance Sheet as of October 31, 2007 (Unaudited)

5
  
       Condensed Consolidated Statements of Operations
  
       for the Six months and Three months ended October 31, 2007 and  2006 (Unaudited)

6
  
       Condensed Consolidated Statements of Cash Flows for the
  
       Six months ended October 31, 2007 and  2006 (Unaudited)

7
    
       Notes to Condensed Consolidated Financial Statements (Unaudited)

8-16
  
Item 2.   Management's Discussion and Analysis or Plan of Operation

17-19
 
       
   
Item 3.   Controls and Procedures

19-20
   
Part II.

Other Information and Signatures
  
Item 1.   Legal Proceedings

20
 
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 

20
 
Item 3.   Defaults Upon Senior Securities

20
 
Item 4.   Submission of Matters to a Vote of Security Holders

20
 
Item 5.   Other Information

20
 
Item 6.   Exhibits 

20
 
Signatures

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

22

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

23

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

24

2

 
**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**

3

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
  
Condensed Consolidated Balance Sheet as of October 31, 2007 (Unaudited) 

5
 
Condensed Consolidated Statements of Operations for the Six months and Three months 
 
ended October 31, 2007 and 2006 (Unaudited)    

6
  
Condensed Consolidated Statements of Cash Flows for the Six months ended

October 31, 2007 and 2006 (Unaudited)       

7
  
Notes to Condensed Consolidated Financial Statements (Unaudited)    

8-16

4

 
**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**CONDENSED CONSOLIDATED BALANCE SHEET**
**AS OF OCTOBER 31, 2007 (UNAUDITED)**            
**ASSETS**
              
**CURRENT ASSETS**
    
Cash and cash equivalents
  
$   365,916 
        
**Total Current Assets**
  
365,916        
Intangibles assets
  
191,745  
Goodwill
  
661,909 
      
**TOTAL ASSETS**
  
$   1,219,570 
      
**LIABILITIES AND STOCKHOLDERS' EQUITY**
        
**CURRENT LIABILITIES**
    
Accounts payable
  
$   42,949  
Other accrued expenses
  
351,394 
  
**Total current liabilities**
  
394,343 
      
**COMMITMENTS AND CONTINGENCIES**
         
**STOCKHOLDERS' EQUITY**
    
Common stock, $.001 par value; 50,000,000 shares authorized;
    
31,624,658 shares issued and outstanding
  
31,625  
Additional paid-in capital
  
8,461,378  
Accumulated deficit
  
 (7,241,240)
     
1,251,763  
Less: prepaid consulting
  
 (426,536)
 
Total stockholders' equity
  
825,227       
**TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**
  
$   1,219,570 
            
The accompanying notes are an integral part of these condensed consolidated financial statements
5

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
**FOR THE SIX MONTHS AND THREE MONTHS ENDED OCTOBER 31, 2007 AND 2006 (UNAUDITED)**                    
**Six Months Ended October 31**
  
**Three Months Ended October 31**
       
**2007** 
**2006**  
**2007** 
**2006**
****              
**OPERATING REVENUE**
            
     Services
      
$   250,000 
 
$   -   
  
$   -   
 
$   -   
                
**Total operating revenue**
   
250,000 
 
-   
  
-   
 
-   
               
**COSTS AND OPERATING EXPENSES**
           
**       **Supplies
     
75,000  
-     
-    
-   
       General and administrative
    
321,989 
 
36,888 
  
150,198 
 
19,568 

                      
**Total costs and operating expenses**
   
396,989 
 
36,888 
  
150,198 
 
19,568 
               
**(LOSS) BEFORE OTHER INCOME**
   
 (146,989) 
 (36,888)  
 (150,198) 
 (19,568)               
       Other income
              
Interest income
    
9,994 
 
-   
  
4,635 
 
$   -   
 
**Total other income**
    
9,994  
-     
4,635  
-                  
**(LOSS) BEFORE PROVISION FOR INCOME TAXES**
  
 (136,995) 
 (36,888)  
 (145,563) 
 (19,568)
       Provision for income taxes
    
-   
 
-   
  
-   
 
-   
               
**NET (LOSS) APPLICABLE TO COMMON STOCKHOLDERS**
 
$    (136,995)
 
$    (36,888)
  
$    (145,563)
 
$    (19,568)
               
**BASIC AND DILUTED (LOSS) PER COMMON SHARE**
  
$    (0.00)
 
$    (0.00)
  
$    (0.00)
 
$    (0.00)
               
**WEIGHTED AVERAGE SHARES OUTSTANDING (BASIC)**
 
31,233,353 
 
16,906,180 
  
31,624,658 
 
16,987,701 
                                             
The accompanying notes are an integral part of these condensed consolidated financial statements
6

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS**
**FOR THE SIX MONTHS ENDED OCTOBER 31, 2007 AND 2006 (UNAUDITED)**        
**2007** 
**2006**       
**CASH FLOWS FROM OPERATING ACTIVITIES**
           
**       Net (loss)**
 
$    (136,995)
 
$    (36,888)
 
**       Adjustments to reconcile net (loss) to net cash**
     
**       (used) by operating activities:**
           
       (Decrease) in accounts payable
 
 (7,561) 
 (300) 
       Increase in other accrued expenses
 
15,743  
-    
       Amortization of prepaid consulting services
 
63,287 
 
-   
 
       Total adjustments
 
71,469
 
 (300)
       
**       Net cash (used in)  operating activities**
 
 (65,526)
 
 (37,188)
       
**CASH FLOWS FROM FINANCING ACTIVITIES**
           
       (Payment of) proceeds from officers loan
 
 (43,693) 
37,000    
 
 
 
 
**       Net cash (used in) provided by financing activities**
 
(43,693)
 
37,000 
       
**NET (DECREASE) IN CASH AND**
     
**       CASH EQUIVALENTS**
 
 (109,219) 
 (188)       
**CASH AND CASH EQUIVALENTS -**
     
**       BEGINNING OF PERIOD**
 
475,135 
 
540 
   
  
  
**CASH AND CASH EQUIVALENTS - END OF PERIOD**
 
$   365,916 
 
$   352 
       
**SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:**
     
       Cash paid during the year for:
     
       Interest paid
 
$   -   
 
$   -   
 
       Income taxes paid
 
$   -   
 
$   -   
       
**SUPPLEMENTAL SCHEDULE OF NON-CASH FLOW INVESTING AND FINANCING ACTIVITIES:**
           
Common stock issued for exchange of preferred stock and dividend payable on preferred stock
 
-   
 
$   674,790 
       
In May 2007, the Company issued 525,000 stock-options for prepaid consulting services valued at $120,398. 
           
In May 2007, the Company issued 4,000,000 shares for 100% of the shares of Biomerk, Inc.
           
In October 2007, the Company issued 500,000 stock options for prepaid consulting services valued at $336,287.
        
The accompanying notes are an integral part of these condensed consolidated financial statements\
7

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION**Champions Biotechnology, Inc., (the "Company") is a biotechnology company that is presently engaged in the acquisition and early stage development of a portfolio of new therapeutic drug candidates, in providing preclinical services to pharmaceutical and biotechnology companies and in providing administrative services in the field of oncology that the Company hopes will improve methods and approaches to disease treatment. The Company was incorporated under the laws of the State of Delaware in June 1985 as a merger and acquisition company under the name "International Group, Inc." In September 1985, the Company completed a public offering, and in January 1986, acquired the world-wide rights to the Champions sports theme restaurant concept and subsequently changed its name to "Champions Sports, Inc." In 1997, the Company sold its Champions service mark and concept for sports themed restaurants to Marriott International, Inc. and since then until January 2007, had been seeking a new business direction. In January 2007, the Company changed its name to Champions Biotechnology, Inc. to reflect the decision of the Company to focus on biotechnology. In May 2007, the Company acquired Biomerk, Inc., a privately owned company focused on generating a novel preclinical platform of human cancer tumor immune-deficient mice xenografts (Biomerk TumorgraftsTM).

The condensed unaudited interim consolidated financial statements includedherein have been prepared, without audit, pursuant to 
the rules and regulations of the Securities and Exchange Commission. Thecondensed consolidated financial statements and notes 
are presented as permitted on Form 10-QSB and do not contain informationincluded in the Company's annual statements and 
notes. Certain information and footnote disclosures normally included infinancial statements prepared in accordance with 
accounting principles generally accepted in the United States of America havebeen condensed or omitted pursuant to such rules 
and regulations, although the Company believes that the disclosures are adequateto make the information presented not 
misleading. It is suggested that these condensed consolidated financialstatements be read in conjunction with the April 30, 2007 
audited consolidated financial statements and the accompanying notes thereto.While management believes the procedures 
followed in preparing these condensed consolidated financial statements arereasonable, the accuracy of the amounts are in some 
respects dependent upon the facts that will exist, and procedures that will beaccomplished by the Company later in the year.
These condensed unaudited consolidated financial statements reflect alladjustments, including normal recurring adjustments, 
which, in the opinion of management, are necessary to present fairly theoperations and cash flows for the period presented.

8

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES****       Principles of Consolidation**The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany transactions have been eliminated in consolidation.        **Goodwill and Other Intangible Assets**In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement No. 142 "Goodwill and Other Intangible Assets". This statement addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, "Intangible Assets". It addresses how intangible assets that are acquired individually or with a group of other assets (but not those acquired in a business combination) should be accounted for in financial statements upon their acquisition.  This Statement also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements.        **Intangible Assets**Intangible assets represent costs incurred for patent applications. The costs incurred were valued at the fair value of the stock at the time of issuance.  The Company will establish its estimated useful life upon approval of the application, which will begin the period of amortization of its cost.  The Company will estimate the fair value of this asset annually.        **Accounting for Acquisition**The Company has accounted for its acquisition under the purchase method of accounting for business combinations. Under the purchase method of accounting, the cost, including transaction costs, are allocated to the underlying net assets, based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.       **Impairment of Goodwill and Other Intangible Assets**Goodwill and other intangible assets are tested annually for impairment and are tested for impairment more frequently if events and circumstances indicate that the asset might be impaired.  An impairment loss is recognized to the extent that the carrying amount exceeds the asset's fair value. The Company assesses the recoverability of its goodwill and other intangible assets by comparing the projected undiscounted net cash flows associated with the related asset, over the remaining lives, in comparison to their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.        **Use of Estimates**The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.    
9

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**       **Net Loss Per Share**Historical net loss per common share is computed using the weighted average number of common shares outstanding. Diluted earnings per share (EPS) include additional dilution from common stock equivalents, such as stock issuable pursuant to the exercise of stock options and warrants. Common stock equivalents were not included in the computation of diluted earnings per share for the six months ended October 31, 2006 when the Company reported a loss because to do so would have been antidilutive.  The following is a reconciliation of the computation for basic and diluted EPS:

 

 

 

 

 

**October 31,** 
**October 31,**
 

 

 

 

 

**2007** 
**2006**
 

 

 

 

 

 
 
 
Net (loss)

 

 

 

$
(136,995) 
 
$
 (36,888)
 

 

 

 

 

 
 
 
Weighted-average common shares

 

 

 
 
 
outstanding (basic)

 

 

 

31,233,353 
 
16,906,180 
 

 

 

 

 

 
 
 
The Company had stock options totaling 711,765 that were not included in the calculation of the diluted weighted average number of shares outstanding at October 31, 2007, as inclusion of these options would have been anti-dilutive.  There were no options outstanding at October 31, 2006.
10

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**       **Cash and Cash Equivalents**For purposes of the condensed consolidated statements of cash flow, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less, unless restricted as to use, to be cash equivalents. At various times throughout the years the Company had amounts on deposit at financial institutions in excess of federally insured limits.       **Income Taxes**The Company has adopted the provisions of Statement of Financial Accounting Standards No. 109 (the Statement), Accounting for Income Taxes. The Statement requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting bases and tax bases of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled.       **Fair Value of Financial Instruments**The carrying amounts of the Company's financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses, officer loans payable approximate fair values because of the short maturities of these instruments.       **Stock-Based Compensation**Employee stock awards under the Company's compensation plans are accounted for in accordance with Statement of Financial Accounting Standards No. 123 (Revised 2004), "*Share-Based Payment*" ("SFAS 123R").  SFAS 123R requires that compensation cost related to share-based payment transactions be recognized in the financial statements. Share-based payment transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights, and employee share purchase plans.  The provisions of SFAS 123R, as amended, are effective for small business issuers beginning as of the next fiscal year after December 15, 2005.  Accordingly, the Company implemented the revised standard in the first quarter of fiscal year 2007. 
11

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES****(CONTINUED)**       **Stock-Based Compensation (Continued)**The Company measures compensation expense for its non-employee stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, "*Accounting for Equity Instruments that are Issued to Other Than Employees for**Acquiring, or in Conjunction with Selling, Goods or Services*". The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company's common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty's performance is complete. The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.       **Recent Accounting Pronouncements**In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections." SFAS No. 154 replaces Accounting Principles Board ("APB") Opinion No. 20, "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements." SFAS No. 154 requires retrospective application to prior periods' financial statements of a voluntary change in accounting principle unless it is impracticable. APB No. 20 previously required that most voluntary changes in accounting principle be recognized by including the cumulative effect of changing to the new accounting principle in net income in the period of the change. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The adoption of SFAS No. 154 did not have a material impact on the Company's financial position, results of operations, or cash flows.In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140." SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interests in Securitized Financial Assets," and permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of the first fiscal year that begins after September 15, 2006. The adoption of FAS 155 did not have a material impact on the Company's financial position, results of operations, or cash flows.
12

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**       **Recent Accounting Pronouncements****(Continued)**In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140." SFAS No. 156 requires an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract under a transfer of the servicer's financial assets that meets the requirements for sale accounting, a transfer of the servicer's financial assets to a qualified special-purpose entity in a  guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-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 asset that does not relate to financial assets of the servicer or its consolidated affiliates.****Additionally, SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, permits an entity to choose either the use of an amortization or fair value method for subsequent measurements, permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights and requires separate presentation of servicing assets and liabilities subsequently measured at fair value and additional disclosures for all separately recognized servicing assets and liabilities. SFAS No. 156 is effective for transactions entered into after the beginning of the first fiscal year that begins after September 15, 2006. The adoption of FAS 156 did not have a material impact on the Company's financial position or results of operations.In September 2006, The Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurement" ("SFAS No. 157"). This standard provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. Prior to SFAS No. 157, the methods for measuring fair value were diverse and inconsistent, especially for items that are not actively traded. The standard clarifies that for items that are not actively traded, such as certain kinds of derivatives, fair value should reflect the price in a transaction with a market participant, including an adjustment for risk, not just the company's mark-to-model value. SFAS No. 157 also requires expanded disclosure of the effect on earnings for items measured using unobservable data. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company is currently evaluating the impact of this statement on its financial statements and expects to adopt SFAS No.157 January 31, 2008.
13

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)**       **Recent Accounting Pronouncements****(Continued)**In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans -- An Amendment of FASB Statements No. 87, 88, 106, and 132R."  This standard requires an employer to: (a) recognize in its statement of financial position an asset for a plan's overfunded status or a liability for a plan's underfunded status; (b) measure a plan's assets and its obligations that determine its funded status as of the end of the employer's fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006. The requirement to measure plan assets and benefit obligations as of the date of the employer's fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. The Company is evaluating the impact of this statement on its financial statements and believes that such impact may be material.**NOTE 3 OTHER ACCRUED EXPENSES**This account represents accrued officer's payroll and related payroll taxes. **NOTE 4 - OFFICER LOANS PAYABLE**For the six months ended October 31, 2006, the Company received working capital advances from an officer of the Company which were repaid during the six months ended October 31, 2007 without interest.  
14

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 5 - STOCKHOLDERS' EQUITY**       **Common Stock**The Company has 50,000,000 shares authorized and 31,624,658 shares issued and outstanding at October 31, 2007.On May 18, 2007, the Company entered into an Agreement and Plan of Merger with Biomerk, Inc., a privately owned company, whereby the Company issued 4,000,000 restricted shares of its common stock to acquire 100% of the outstanding stock of Biomerk, Inc.       **Stock Options**On May 15, 2007, the Company entered into a consulting agreement to issue five hundred thousand options, exercisable over a five-year period based on a fair value exercise price on the date of issuance ($0.30) exercisable expiring through May 15, 2012 for services to be rendered over three years.  The options vest as follows:  166,665 upon the first anniversary of the grant date, 166,665 upon the second anniversary of the grant date and 166,670 upon the third anniversary of the grant date and have been valued at $114,665 using the Black-Scholes Model with an annualized volatility rate of 100% and a bond interest rate of 4.43%.  Amortization expense for services rendered was $32,118 for the six months ended October 31, 2007. On May 15, 2007, the Company entered into a consulting agreement to issue twenty- five thousand options, exercisable over a five-year period based on a fair value exercise price on the date of issuance ($0.30) exercisable expiring through May 15, 2012 for services to be rendered over one year.  The options vest on May 15, 2008 and have been valued at $5,733 using the Black-Scholes Model with an annualized volatility rate of 100% and a bond interest rate of 4.43%.  Amortization expense for services rendered was $2,628 for the six months ended October 31, 2007.   On October 10, 2007, the Company entered into a consulting agreement to issue five hundred thousand options, exercisable over a five-year period based on a fair value exercise price on the date of issuance ($0.75) exercisable expiring through October 10, 2012 for services to be rendered over three years.  The options vest as follows:  166,665 upon the first anniversary of the grant date, 166,665 upon the second anniversary of the grant date and 166,670 upon the third anniversary of the grant date and have been valued at $336,287 using the Black-Scholes Model with an annualized volatility rate of 141% and a bond interest rate of 4.38%.  Amortization expense for services rendered was $6,449 for the six months ended October 31, 2007.
15

**CHAMPIONS BIOTECHNOLOGY, INC. AND SUBSIDIARIES**
**(FORMERLY CHAMPIONS SPORTS, INC. AND SUBSIDIARIES)**
**NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**
**OCTOBER 31, 2007 AND 2006 (UNAUDITED)**
**NOTE 6 - GOING CONCERN**As shown in the accompanying condensed consolidated financial statements, the Company has sustained net operating losses for the years ended April 30, 2007 and 2006 and has sustained large accumulated deficits that raise substantial doubt about its ability to continue as a going concern.The Company's future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing. There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations. The Company's operations are generating revenues through its administrative services and plans to develop service revenues from pharmaceutical and biotechnology companies through its preclinical services. The Company is additionally attempting to secure financing for future development. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.**NOTE 7 - PROVISION FOR INCOME TAXES**Deferred income taxes will be determined using the liability method for the temporary differences between the financial reporting basis 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 in effect when the temporary differences are included in the Company's consolidated tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.At October 31, 2007 and 2006, deferred tax assets consist of the following: 
 
2007 
2006
Deferred tax asset 

$

2,534,700  
$
2,439,876 
Less:  valuation allowance           

(2,534,700) 
(2, 439,876)
Net deferred tax asset

$

-0-  
$
-0-  
At October 31, 2007 and 2006, the Company had federal net operating loss carryforwards in the approximate amounts of $7,241,240 and $6,971,075 available to offset future taxable income. The Company established valuation allowances equal to the full amount of the deferred tax assets due to the uncertainty of the utilization of the operating losses in future periods. 
16

Item 2.   Management's Discussion and Analysis or Plan of Operation**SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS**       **This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of****the Securities Exchange Act that inherently involve risk and 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.  One should not place undue reliance on these forward-looking statements.  The Company's actual results****could differ materially from those anticipated in the forward-looking statements for many unforeseen factors, which may include, but****are not limited to, changes in general economic conditions, the ongoing threat of terrorism, ability to have access to financing sources on****reasonable terms and other risks that are identified under "RISK FACTORS" of the Company's most recent Form 10-KSB. Although****the Company believes the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the****date on which the statements are made, and the Company's future results, levels of activity, performance or achievements may not meet****these expectations.  The Company does not intend to update any of the forward-looking statements after the date of this document to****conform these statements to actual results or to changes in the Company's expectations, except as required by law.****Overview**       Champions Biotechnology, Inc. (referred in this 10-QSB by terms "Company", "we" or "our") is a biotechnology company that is presently engaged in the acquisition and early stage development of a portfolio of new therapeutic drug candidates, in providing preclinical services to pharmaceutical and biotechnology companies and in providing administrative services in the field of oncology that the Company hopes will improve methods and approaches to disease treatment. Our current plan calls for the development of a management team, selection and appointment of new members to our Board of Directors, formation of a Scientific Advisory Board and securing additional longer term funding to continue the development of the Company's preclinical platform and the development and acquisition of our drug portfolio and other novel technologies. This is being accomplished by drawing upon the established expertise, knowledge and insight of experts, including two of the Company's Directors and significant shareholders, Dr. David Sidransky and Dr. Manuel Hidalgo, who have wide-ranging contacts in the pharmaceutical and biotechnology industry, academia and government. Dr. Sidransky is the Chairman of the Board of Directors and Dr. Hidalgo is the Company's Scientific Advisor.       We plan to evaluate new drug candidates and develop a portfolio of new therapeutic drug candidates through pre-clinical trials and possibly early phase ("first in man") clinical trials.  If therapeutic drug candidates reach this early stage of development, the Company intends to partner with, sell or license them to pharmaceutical and/or biotechnology companies, as appropriate. Management believes this strategy will enable the Company to leverage the competencies of these partners or licensees to maximize the Company's return on investment in a relatively short time frame. The Company believes that this model is unlike that of many new biotechnology companies that look to bring the process of drug development through all phases of discovery, development, regulatory approvals, and marketing, which requires a very large financial commitment and a long time, typically more than a decade, to realize.       In October, 2007, Dr. David Sidransky was appointed the Chairman of the Board of Directors. Dr. Sidransky is a renowned oncologist and research scientist named and profiled by TIME magazine in 2001 as one of the top physicians and scientists in America, recognized for his work with early detection of cancer. He is the Director of the Head and Neck Cancer Research Division at Johns Hopkins University School of Medicine and Professor of Oncology, Otolaryngology, Cellular & Molecular Medicine, Urology, Genetics, and Pathology at John Hopkins University and Hospital. Dr. Sidransky is one of the five most highly cited researchers in clinical and medical journals in the world, in the field of oncology during the past decade, with over 300 peer-reviewed publications. He has contributed more than 40 cancer reviews and chapters. Dr. Sidransky is a founder of a number of biotechnology companies and holds numerous biotechnology patents. He has served as Vice Chairman of the Board of Directors, and presently is a director of ImClone. He is a Vice Chairman of Alfacell and serves on the Board of Directors of Xenomics. He is serving and has served on scientific advisory boards of MedImmune, Roche, Amgen and Veridex, LLC (a Johnson & Johnson diagnostic company), among many others. Dr. Sidransky serves as Director (2005-2008) of American Association for Cancer Research (AACR).  He was the chairperson of AACR International Conferences (2006 and 2007) on Molecular Diagnostics in Cancer Therapeutic Development: Maximizing Opportunities for Individualized Treatment.  Dr. Sidransky is the recipient of a number of awards and honors, including the 1997 Sarstedt International Prize from the German Society of Clinical Chemistry, the 1998 Alton Ochsner Award Relating Smoking and Health by the American College of Chest Physicians and the 2004 Hinda and Richard Rosenthal Award from the American Association of Cancer Research.       In May 2007, we acquired Biomerk, Inc., a company focused on generating a novel preclinical platform of human cancer tumor immune-deficient mice xenografts (Biomerk TumorgraftsTM).  Biomerk TumorgraftsTM, unlike standard cell line derived xenografts, are implanted directly from primary human cancer tumors and never passaged in cell tissue culture. The Company believes that these xenografts more closely reflect human cancer biology and are more predictive of clinical outcome. The Company has several patent applications relating to xenograft models used for identifying potentially active chemotherapeutic agents. The Company believes that it as well as biotechnology and  pharmaceutical companies, as part of their drug discovery and post marketing efforts, may benefit from utilizing the Company's preclinical services that are more predictive and that might provide for a faster and less expensive path for drug approval. These services will utilize Biomerk TumorgraftsTM to evaluate tumor sensitivity/resistance to various single and combination standard and novel chemotherapy agents.        In February 2007, we acquired the patent rights to two Benzoylphenylurea (BPU) sulfur analog compounds that have shown promising potent activity against in vitro and in vivo models of prostate and pancreatic cancer (Journal of Medicinal Chemistry, 2006, Vol. 49, No.7, 2357-2360 and American Association for Cancer Research Journal of Molecular Cancer Therapeutics, Vol. 6, Issue 5, May 2007, 1509-16.). The acquired rights include pending U.S. Patent Application and the corresponding international patent application filed under the Patent Cooperation Treaty (PCT), both entitled Design and Synthesis of Novel Tubulin Polymerization Inhibitors:  Benzoylphenylurea (BPU) Sulfur Analogs.  
17

**       **       Additionally, we provide administrative services in the field of oncology by working with patient's physicians to establish and administer expert medical information panels for individuals to analyze medical records and test results, to assist in understanding conventional and research options and to identify and arrange third parties for testing, analysis and study of cancer tissues, as appropriate.       The Company was incorporated under the laws of the State of Delaware in June 1985 as a small merger and acquisition company under the name "International Group, Inc.". In September 1985, the Company completed a public offering, and in January 1986, acquired the world-wide rights to the Champions sports theme restaurant concept and subsequently changed its name to "Champions Sports, Inc." In 1997, the Company sold its Champions service mark and concept for sports themed restaurants to Marriott International, Inc. and since then until January 2007, had been seeking a new business direction.  In January 2007, the Company changed its name to Champions Biotechnology, Inc. to reflect the decision of the Company to focus on biotechnology. Since then the Company commenced the process of building a biotechnology company from the "ground up" as its new business approach.**Results of Operation**       For the six months ended October 31, 2007, the Company's net loss was $136,995 and the net loss for the three months ended October 31, 2007 was $145,563. For the six months ended October 31, 2006, the Company's net loss was $36,888 and the net loss for the three months ended October 31, 2006 was $19,568.  In the six months ended October 31, 2007, the Company began its operations as a biotechnology company while in the six months ended October 31, 2006, it had no operations. The Company acquired Biomerk, Inc. in May 2007. The Company's total assets at October 31, 2007 were $1,219,570. The Company's total assets at October 31, 2006 were $352.  **Revenues**       The Company's total operating revenues were $250,000 for the six months ended October 31, 2007 and $0.00 for the three months ended October 31, 2007. The Company generated revenues for the six months ended October 31, 2007 for providing administrative services in the field of oncology.**Expenses**       For the six months ended October 31, 2007, expenses were $396,989 and $150,198 for the three months ended October 31, 2007 compared to $36,888 for the six months ended October 31, 2006 and $19,568 for the three months ended October 31, 2006. The increased expenses represented the Company moving forward in executing its new business plan of building a biotechnology company. Supplies of $75,000 represented tumorgraft expenses and the rest of expenses were general and administrative expenses which were due to significant increase in the Company's operating activities for the administration and servicing of the expert medical information panels, increase in professional legal and accounting fees relating to the acquisition of Biomerk, Inc., fees associated with maintaining the Company's patent position and stock option based amortized compensation. For the six months ended October 31, 2006 the expenses of $36,888 were associated with the maintenance of the Company as it was seeking a new business direction
.                             18

**Liquidity and Capital Resources**       The Company's cash position as of October 31, 2007 was $365,916, compared to $3,758 on April 30, 2007. For the six month period ended October 31, 2007, the Company's operations used $65,526.       The Company's working capital was a negative $28,427 at October 31, 2007 and a deficit of $441,065 at April 30, 2007.  This decrease in the working capital deficit was due to the operations of the Company during the six months ended October 31, 2007 after the acquisition, on May 18, 2007, of Biomerk, Inc., a private company.         The Company anticipates that the revenues generated for the six months ended October 31, 2007 and the Biomerk acquisition, which provided the Company with approximately $475,000 cash, may cover operating costs until longer term capital is obtained to finance the Company's future development. There is no assurance that this can be done on terms satisfactory to the Company.**Item 3.   Controls and Procedures**       The Company's president currently acts both as its chief executive officer and chief financial officer and is responsible for establishing and maintaining disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.       A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.       Management did not use a framework to conduct the required evaluation of the effectiveness of the Company's  internal control over financial reporting since, in the view of management, comparison with a framework was unwarranted because the size of the Company's current operations are such that management is aware of all current transactions and also that the size of the Company prevents it from being able to employ sufficient staffing resources to enable the Company to have adequate segregation of duties within its internal control system.         An evaluation was conducted by the Company's president as to the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the quarterly period ending October 31, 2007 covered by this Quarterly Report on Form 10-QSB. Based upon such evaluation, the Company's president concluded that, as of the end of such period, the Company's disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act.        This deficiency consists primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews. However, the size of the Company prevents it from being able to employ sufficient resources to enable the Company to have adequate segregation of duties within its internal control system. Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. When the Company is able to obtain sufficient funding and develop its management and staffing, it will apply the necessary corrective action to remedy the weakness.
19

       There was no change in the Company's internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-QSB that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. **Critical Accounting Policies****       In the notes to the consolidated financial statements for the quarter ended October 31, 2007 included in the Company's Form 10-****QSB, the Company discussed those accounting policies that are considered to be significant in determining the results of operations and****our financial position. We believe that the accounting principles utilized by us conform to accounting principles generally accepted in the****United States of America.****Part II.   Other Information****Item 1.   Legal Proceedings****       **None**Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds** 	None**Item 3.   Defaults Upon Senior Securities****       **None**Item 4.   Submission of Matters to a Vote of Security Holders**       None**Item 5.   Other Information****       **None**Item 6.   Exhibits**       31.1	Certification of the Chief Executive and Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).32.1	Certification of the Chief Executive and Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
20

**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 hereunto duly authorized.
 
**CHAMPIONS BIOTECHNOLOGY, INC.**
    
/s/ James Martell
  
James Martell
 
CEO, President and CFO

Date: December 17, 2007

21

**CERTIFICATION OF CHIEF EXECUTIVE OFFICER**
**Section 302 Certification**
I, JAMES MARTELL, certify that:(1) I have reviewed this quarterly report on Form 10-QSB of CHAMPIONS BIOTECHNOLOGY, INC., a Delaware corporation (the "registrant");(2) Based on my  knowledge,  this  quarterly  report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the  circumstances  under which such statements were made, not  misleading  with respect to the period covered by this quarterly report;(3) Based on my  knowledge,  the  financial  statements,  and  other  financial information  included in this quarterly  report,  fairly present in all material respects the financial  condition,  results of operations  and cash flows of the registrant as of, and for, the periods presented in this quarterly report;(4) The  registrant's  other  certifying  officers  and I are  responsible  for establishing and maintaining  disclosure  controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:       (a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated  subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being   prepared;       	(b) Evaluated the effectiveness of the registrant's disclosure controls and  procedures  as of 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  the effectiveness  of the  disclosure  controls  and  procedures  based  on our evaluation 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 the audit committee of the registrant's board of directors (or persons performing the equivalent functions):       (a) all  significant  deficiencies  in the design or  operation of internal controls which could adversely affect the registrant's ability to record,  process,  summarize and report  financial data and have  identified for the registrant's auditors any material weaknesses in internal controls; and       	(b) any fraud,  whether or not material,  that involves management or other employees who have a significant  role  in  the  registrant's  internal controls; and(6) The registrant's  other  certifying  officers and I have  indicated in this quarterly report whether there were significant  changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent  evaluation,  including any corrective  actions with regard to significant deficiencies and material weaknesses.Date:  December 17, 2007

By: 

/s/ James Martell
  
James Martell
 
Chief Executive Officer

22

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**
**Section 302 Certification**
I, James Martell, certify that:(1) I have reviewed this quarterly report on Form 10-QSB of CHAMPIONS BIOTECHNOLOGY, INC., a Delaware corporation (the "registrant");(2) Based on my knowledge, this  quarterly  report does not contain any untrue statement of a material fact or omit to state a material fact  necessary to make the statements made, in light of the  circumstances  under which such statements were made, not  misleading  with respect to the period covered by this quarterly report.(3) Based on my  knowledge,  the  financial  statements,  and  other  financial information  included in this quarterly  report,  fairly present in all material respects the financial  condition,  results of operations  and cash flows of the registrant as of, and for, the periods presented in this quarterly report; (4) The  registrant's  other  certifying  officers  and I are  responsible  for establishing and maintaining  disclosure  controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:       (a) Designed  such  disclosure  controls  and  procedures  to ensure  that  material information relating to the registrant, including its consolidated subsidiaries, is  made  known  to  us by  others  within  those  entities, particularly  during  the period in which  this  quarterly  report is being  prepared;       (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures  as of 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  the effectiveness  of the  disclosure  controls  and  procedures  based  on our evaluation 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 the audit committee of the registrant's board of directors (or persons performing the equivalent functions):       (a) all  significant  deficiencies  in the design or  operation of internal controls which could adversely affect the  registrant's  ability to record, process,  summarize and report  financial data and have  identified for the registrant's auditors any material weaknesses in internal controls; and       (b) any fraud,  whether or not material,  that involves management or other employees who have a significant  role  in  the  registrant's  internal controls; and(6) The registrant's other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.Date: December 17, 2007

By: 

/s/ James Martell
  
James Martell
 
Chief Financial Officer

23

**CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO**
**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 six months ended October 31, 2007 as filed with 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 to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. 

Dated: December 17, 2007

By: 

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

24