AMERICAN CHAMPION ENTERTAINMENT INC
8-K, 1997-10-14
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                Current Report Pursuant to Section 13 or 15(d) of
                           The Securities Act of 1934


                  Date of earliest event reported: October 8, 1997


                       AMERICAN CHAMPION ENTERTAINMENT, INC.
                       -------------------------------------
              (Exact name of registrant as specified in it charter)



        Delaware                  333-18967                    94-3261987
        --------                   -------                     ----------
(State of incorporation)         (Commission               (I.R.S. Employer
                                 File Number)            Identification Number)


           26203 Production Avenue, Suite 5, Hayward, California 94545
           -----------------------------------------------------------
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (510) 782-8168
       -------------------------------------------------------------------



                             Exhibit Index at Page 4




















                                       -1-

<PAGE>


Item 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

            Effective October 8, 1997, the Board of Directors (the "Board") of
            American Champion Entertainment, Inc. (the "Registrant"), has 
            determined that Moore Stephens, P.C. ("Moore Stephens"), will no 
            longer be acting as the Registrant's principal accountant.


            Moore Stephens' report on the Registrant's financial statements for
            the past two years did not contain an adverse opinion or a
            disclaimer of opinion and was not modified as to audit scope or
            accounting principles; however, Moore Stephens' report on the
            financial statements of America's Best Karate, predecessor to the
            Registrant, dated January 31, 1997, did include a modification of
            the auditors' standard report, noting that certain factors raised
            substantial doubt about America's Best Karate's ability to continue
            as a going concern. During Registrant's two most recent fiscal years
            and any subsequent interim period, there were no disagreements
            between Registrant and Moore Stephens on any matter of accounting
            principles or practices, financial statement disclosure, or auditing
            scope or procedures, which disagreements, if not resolved to the
            satisfaction of Moore Stephens, would have caused it to make a
            reference to the subject matter of the disagreements in connection
            with its report.


            Effective October 8, 1997, Registrant engaged Moss-Adams LLP
            as its principal accountant.  Such engagement was approved by the
            Registrant's Board of Directors.  During Registrant's two most
            recent fiscal years and any subsequent interim period through
            October 8, 1997, Registrant did not consult Moss-Adams LLP 
            regarding the application of accounting principals to a specified
            transaction, the type of audit opinion that might be rendered on
            Registrant's financial statements or any matter that was the
            subject of disagreement or a reportable event.


Item 7.     FINANCIAL STATEMENTS AND EXHIBITS

            The following exhibit is filed as part of this report:


               (c)   EXHIBITS.

                     16.   Letter re Change in Certifying Accountant.





                                       -2-

<PAGE>




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


                                  AMERICAN CHAMPION ENTERTAINMENT, INC.



Date:  October 14, 1997           By: /s/ Anthony K. Chan
                                     ---------------------------------
                                           Anthony K. Chan
                                       Chief Executive Officer
                                            and President








































                                       -3-

<PAGE>



                                  Exhibit Index
                                  -------------


No.         Exhibit                                               Page
- ---         -------                                               ----

16          Letter re Change in Certifying Accountant dated         5
            October 14, 1997 by Moore Stephens, P.C.












































                                       -4-

<PAGE>


                                                                 EXHIBIT 16

                              MOORE STEPHENS, P.C.
                         340 North Avenue East, Suite 6
                           Granford, N.J. 07016-2496



October 14, 1997


Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549


Ladies and Gentlemen:


          We have read and agree with the comments in Item 4 of Form 8-K of 
American Champion Entertainment, Inc., dated October 14, 1997.



Yours truly,

/s/ Moore Stephens, P.C.






























                                       -5-



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