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 January 31, 1997

                                       OR

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

For the transition period from to

         Commission file number         0-17263


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


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

                   Suite 305, 2500 Wilson Blvd., 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 March 17, 1997, the Registrant had a total of 8,500,638 shares of
common stock outstanding.







                                                       

<PAGE>



                             CHAMPIONS SPORTS, Inc.

                                   FORM 10-QSB

                                      INDEX

                                                                         Page

Part I.           Financial Information

                  Item 1.           Financial Statements

                  Consolidated Balance Sheets as of
                    January 31, 1997 (unaudited) and
                    April 30, 1996                                        3

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

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

                  Notes to Consolidated Financial Statements              6

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

Part II.          Other Information and Signatures

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

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

                  Signatures                                             10






                                        2

<PAGE>


                     Champions Sports, Inc. and Subsidiaries
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>


                                                                          JANUARY 31               APRIL 30
                                                                             1997                    1996
                                                                          (UNAUDITED)
                               ASSETS
<S>                                                                            <C>               <C>   
Current assets
   Cash and cash equivalents                                                      $85,598         $141,930
   Certificate of deposit                                                          25,080           25,080
   Accounts receivable - trade                                                    100,017            4,545
   Inventories                                                                     76,780           53,160
   Prepaid  expenses                                                               35,240           20,516
         Total current assets                                                     322,714          245,231

Property and Equipment
   Furniture and Equipment                                                        516,383          516,383
   Leasehold improvements                                                         567,312          567,312
                                                                                1,083,695        1,083,695
   Accumulated depreciation and amortization                                     (637,023)         (596,322)
                                                                                  446,672          487,373
Other assets
   Deposits                                                                        11,052           11,052


         Total assets                                                            $780,438         $743,656

                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
   Accounts payable                                                               $44,110          $53,338
   Dividend payable on preferred stock                                            201,870          134,580
   Notes payable                                                                   23,824           31,010
   Deferred revenue                                                                     0                0
   Other accrued expenses                                                          52,939           39,303
   Current portion of deferred lease concession                                     4,363            4,363
         Total current liabilities                                                327,106          262,594
                                             

Deferred lease concession (excluding current portion)                              30,098           33,371
Note payable, excluding current portion                                                 0           12,010

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

   Common stock, par value $.001 per share,
   50,000,000 shares authorized, 8,500,638
    shares issued and outstanding at
    January 31, 1997 and April 30, 1996                                             8,501            8,501

    Additional paid-in capital                                                  5,308,112        5,308,112
    Accumulated deficit                                                        (5,454,131)      (5,441,684)
          Total stockholders' equity                                              423,234          435,681

          Total liabilities and stockholders' equity                             $780,438         $743,656


See notes to consolidated financial statements

                                       3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                 Three months ended     Three months ended  Nine months ended     Nine months ended

                                                   January 31, 1997      Janaury 31, 1996    January 31, 1997     Janaury 31, 1996

<S>                                                 <C>                    <C>                 <C>                  <C>   
Revenue
   Food and beverage sales                             $440,949               $424,223          $1,286,367           $1,280,836
   Merchandise                                            3,778                  4,220              11,401               11,812
   Licensing fees, royalties and memorabilia             81,000                 81,000             276,687              305,328
   Interest income                                          315                    681               1,108                2,613
   Other income                                           5,180                  7,042              15,747               24,020
                                                       $531,221               $517,166          $1,591,311           $1,624,609


Expense
   Cost of food and beverage sales                      119,141                120,586             343,645              364,072
                                               
   Licensing fees, royalties and memorabilia             81,000                 81,000             276,687              305,328
   Cost of merchandise and memorabilia sales             10,071                  4,670              32,194               25,285
   Restaurant payroll and related costs                 152,907                157,454             437,487              469,933
   Restaurant occupancy costs                            51,483                 52,495             156,203              145,512
   Other restaurant costs                                83,118                 94,838             266,147              307,940
   General and administrative                            95,200                 64,715             258,145              210,097
   Depreciation and amortization                         13,567                 16,818              40,702               50,452
   Interest expense                                         717                  1,302               1,946                3,722
                                                        526,203                512,878           1,536,468            1,577,013

Net Income                                               $5,018                 $4,288             $54,842              $47,596

Net income  per common share                              $0.00                  $0.00               $0.01                $0.01

Net income  per common share - assuming                   $0.00                  $0.00               $0.00                $0.00
full dilution

   Weighted average number of common
    shares outstanding during the
    period                                            8,500,638              7,778,613           8,500,638            7,513,607
</TABLE>
                                       4
<PAGE>
<TABLE>
<CAPTION>



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


                                                                   1997          1996
<S>                                                              <C>             <C>   
Cash flows from operating activities:
   Net income                                                     $54,842         $47,597
   Adjustments to reconcile net income
   to cash provided by (used ) by operating activities:
    Depreciation and amortization                                  40,702          50,508
  Changes in asset and liabilities
      Accounts receivable                                        (95,472)          36,280
      Inventories                                                (23,620)        (16,118)
      Prepaid expenses                                           (14,724)        (33,362)
      Accounts payable                                            (9,228)        (34,190)
      Deferred revenue                                                  -        (75,000)
      Other accrued expenses                                       13,636           2,436
      Deferred lease concessions                                  (3,273)         (3,272)
         Net cash provided (used) by operating activities        (37,137)        (25,121)
                                              
   
Cash flows from investing activities:
   Purchase of certificate of deposit                                   0               0
   Sale of property and equipment                                       0               0
        Net cash provided by investing activities                       0               0


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


Net increase  (decrease) in cash and cash equivalents            (56,332)          20,602

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

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

See notes to consolidated financial statements


                                        5
</TABLE>

<PAGE>


                              

                                           




                             CHAMPIONS SPORTS, INC.

                   Notes to Consolidated Financial Statements

                                January 31, 1997

                        Summarized Financial Information

Company or group of companies for which report is filed:

CHAMPIONS Sports, Inc. and Subsidiaries
---------------------------------------

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

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted. It is suggested that these consolidated  financial statements
be read in conjunction with the financial  statements and notes thereto included
in the Company's  10-KSB as of April 30, 1996. The results of operations for the
period ended  January 31, 1997 are not  necessarily  indicative of the operating
results for the full year.





                                        6

<PAGE>




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

Results of Operation

         For the nine month period ended January 31, 1997, the Company  realized
a net profit of $54,842 or $0.01 per common share as compared to a net profit of
$47,596 or $0.01 per common share for the nine month  period  ended  January 31,
1996.  The  Company's  assets  increased  to  $780,438  at January 31, 1997 from
$743,656 at April 30, 1996. The Company's net profit from its ongoing operations
was $54,842 for the nine months and $5,018 for the three  months  ended  January
31, 1997.


Revenues

         The Company's  total revenues were $1,591,311 for the nine months ended
January 31, 1997 versus  $1,624,609  for the nine month period ended January 31,
1996,  a decrease of $33,298 or 2.0%.  By  component,  food and  beverage  sales
increased slightly from the previous year for the nine months and increased 3.9%
for the three months  period from the previous  year.  This increase in food and
beverage  sales is attributed to a increase in customer  volume as there were no
price  increases  for menu items.  Merchandise  sales for the nine months  ended
January 31, 1997 were  comparable  to  merchandise  sales for the same period in
1996. For the nine months ended January 31, 1997,  the Company  realized$276,687
from  Licensing  fees,  royalties  and  memorabilia.  For the three months ended
January 31, 1997,  this was $81,000 for the license  rights for Guatemala  City,
Guatemala CA. The Company realized initial licensing fees of $156,000 during the
nine  months  ended  January  31,  1996,  for the  rights  to use the  Champions
trademark  in Jakarta  Indonesia  and Amman,  Jordan For the nine  months  ended
January 31, 1997,  other income was $15,747  contrasted  to $24,020 for the nine
months ended January 31, 1996.


Expenses

         Cost of food and  beverage  was  26.7% of  related  sales  for the nine
months and 27.0% for the three months ended  January 31, 1997  compared to 28.4%
for both the nine month and three months ended  January 31, 1996.  This decrease
is attributed  sightly lower costs at the wholesale  level.  Cost of merchandise
and  memorabilia  sales for the nine months  ended  January 31, 1997 was $32,194
compared to $25,285 in the preceding year.  Restaurant payroll and related costs
were 34.1% of related food and beverage  sales for the nine months and 34.7% for
the three  months ended  January 31, 1997,  versus 36.7% for the nine months and
37.1% for the three months ended  January 31, 1996.  This decrease is attributed
to better labor cost controls implemented in the current fiscal year. Restaurant
occupancy  costs were  $156,203  for the nine  months and  $51,483 for the three
months  ended  January  31, 1997  compared  to  $145,512  for the nine month and
$52,495  for the  three  month  comparable  period  in 1996.  This  increase  is
attributed to escalation  provisions in the lease  agreement.  Other  restaurant
costs were  20.7% of food and  beverage  sales for the nine  months and 18.9% of
food and beverage  sales for the three months ended January 31, 1997 compared to
24.0% of food and beverage sales for the comparable nine month and 22.4% for the
three  months  in 1996.  This  decrease  is  ascribed  to better  cost  controls
implemented during the current fiscal year.  General and administrative  expense
for the  Company's  corporate  office was  $258,145  for the nine  months  ended
January 31, 1997  compared to  $210,097  for the nine months  ended  January 31,
1996.  The increase of $48,048 is attributed  primarily to the relocation of the
Company's corporate offices in November 1996 and cost associated with the Annual
Meeting of Shareholders in December, 1996. Depreciation and amortization expense
decreased to $40,702  during the nine months ended January 31, 1997 from $50,452
for the nine months ended January 31, 1996.




                                       7

<PAGE>



Liquidity and Capital Resources

         The Company's cash position on January 31, 1997 was $85,598 compared to
$141,930 on April 30, 1996, an decrease of $56,332. On both January 31, 1997 and
April 30, 1996, the Company maintained a certificate of deposit of $25,080.  For
the nine  months  ended  January 31,  1997,  the  Company  used  $37,137 for its
operating activities and repaid borrowings of $19,196. For the nine months ended
January  31,  1996,  the  Company  expended  $25,121  in cash for its  operating
activities and repaid borrowings of $14,277. Additionally during the nine months
ended  January  31,  1996,  an officer  of the  Company  exercised  an option to
purchase 1,200,000 shares of the Company's common stock for $60,000. The Company
met its cash needs  during the nine months  ended  January 31, 1996 by using its
cash reserves and by reducing its accounts receivable by $36,280.


         Stockholder's  equity was  $423,234 as of January 31, 1997  compared to
$435,681  as of April 30,  1996.  On November 6, 1996,  the  Company's  Board of
Directors  voted to defer  payment of the annual  dividend  on the Series A, 12%
Preferred  Stock, in order to preserve the Company's cash reserves.  This unpaid
amount,  $67,290,  has been recorded on the Company's balance sheet as a current
liability.



                                        8           

<PAGE>





Part II.   Other Information

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

         (a)  Annual  Meeting  of  Shareholders   held  at  the  office  of  the
Corporation on Friday December 20, 1996.

         (b)   The Meeting involved the election of three directors:

                      Shares Voted FOR                    Shares Voted WITHHOLD

James Martell           6,196,048                          129,194
George Naddaff          6,199,228                          126,014
Michael Tomic           6,198,253                          126,989

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 Matell
                                    ---------------
                                    James Martell
                                    Chairman, President and
                                    Chief Executive Officer



                                    /s/ James E. McCollam
                                    ---------------------
                                    James E. McCollam
                                    Corporate Secretary, Chief Accounting
                                    Officer and Controller


March 17, 1997



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