SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 1O-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended Septebmer 30, 2000
[ ] 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 333-18967
AMERICAN CHAMPION ENTERTAINMENT, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 94-3261987
(State or Other Jurisdiction or (IRS Employer
Incorporation or Organization) Identification Number)
22320 Foothill Blvd., Suite 100, Hayward, California 94541
(510) 728-0200
(Registrant's Address of Principal Executive Offices and Telephone Number)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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 .....
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15 (d) of the
Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court.
Yes ..... No .....
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at November 14, 2000
------------------------- --------------------------
Common Stock, $.0001 par value 8,958,724 shares
Transitional Small Business Disclosure Format (check one) Yes.... No ..X..
Exhibit Index on Page 16
AMERICAN CHAMPION ENTERTAINMENT, INC.
Form 10-QSB
Sepember 30, 2000
TABLE OF CONTENTS
Page
------
PART I - Financial Information
Item 1. Financial Statements 4
Consolidated Balance Sheet for the nine month
period ending September 30, 2000 and the year
ended December 31, 1999 4
Consolidated Statements of Operations for
the three month periods and the nine month periods
ended September 30, 2000 and 1999 5
Consolidated Statements of Cash Flows for
the three month period and the nine month period
ended September 30, 2000 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and analysis of
Financial Condition and Results of Operations 11
PART II - Other Information
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 13
Exhibit Index 13
Exhibits 17
PART I - FINANCIAL INFORMATION
ITEM 1- Financial Statements - (unaudited)
AMERICAN CHAMPION ENTERTAINMENT, INC.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
September 30 December 31
2000 1999
------------ ------------
<S> <C> <C>
Assets (unaudited)
Cash......................................$ 558,809 $ 32,514
Account receivable........................ 880,090 481,449
Loans receivable, related parties......... 114,937 114,937
Prepaid expenses.......................... 18,163 7,460
Investments............................... 300,000 203,110
Property and equipment,................... 250,200 312,949
Film costs, net........................... 6,566,333 7,553,133
Note receivable........................... 54,814 354,814
Other assets.............................. 236,422 226,084
------------ ------------
Total assets............................ 8,979,768 9,286,450
============ ============
Liabilities
Accounts payable and accrued expenses.....$ 396,924 $1,042,577
Notes payable, related parties............ 0 84,100
Other..................................... 0 4,245
Deferred revenues......................... 0 16,920
Notes payable............................. 0 450,183
Long-term debt............................ 1,563,743 0
------------ ------------
Total liabilities....................... 1,960,667 1,598,025
------------ ------------
Stockholders' Equity:
Preferred stock........................... 0 0
Common stock, paid in capital.............24,835,346 17,594,865
Common stock warrants..................... 0 0
Accumulated deficit......................(17,816,245) (9,906,440)
------------ ------------
Total stockholders' equity ............... 7,019,101 7,688,425
------------ ------------
Total liabilities and stockholders equity 8,979,768 9,286,450
============ ============
</TABLE>
See accompanying notes.
<PAGE>
AMERICAN CHAMPION ENTERTAINMENT, INC.
Condensed Consolidated Statements of Operations
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Sept 30, Sept 30,
------------------------- -------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUE:
Tuition and related fees......... $ 0 $ 13,806 $ 50,601 $ 94,416
Accessories and video sales...... 103 0 248 0
License & sponsorship fee........ 22,386 0 487,436 0
Film income...................... 1,323 43,958 18,591 483,801
Interest income.................. 1,706 0 11,384 0
------------ ------------ ------------ ------------
Total revenue.................... 25,518 57,764 568,261 578,217
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Cost of sales.................... 388 5,338 2,005 7,060
Amortization of film costs....... 1,000,000 270,615 1,031,057 640,436
Salaries and payroll taxes....... 241,746 8,123 803,657 28,795
Rent............................. 45,255 74,718 108,062 189,296
Selling, general and
administrative................. 1,012,747 393,850 5,620,783 1,041,094
Financing Expense................ 0 0 0 741,210
Interest......................... 82,390 367,051 199,503 1,333,548
Beneficial conversion
feature of debentures......... 340,603 0 712,996 0
------------ ------------ ------------ ------------
Total costs and expenses......... 2,723,129 1,119,695 8,478,063 3,981,439
------------ ------------ ------------ ------------
Net Loss Before Income Tax......... ($2,697,611) ($1,061,931) ($7,909,802) ($3,403,222)
Income Tax 0 0 0 4,281
------------ ------------ ------------ ------------
Net Loss (2,697,611) (1,061,930) (7,909,802) (3,407,503)
============ ============ ============ ============
Accumulated Deficit (17,816,242) (6,915,614) (17,816,242) (6,915,614)
Weighted average number of shares
outstanding *.................... 7,894,850 2,338,028 7,894,850 2,338,028
============ ============ ============ ============
Net loss per share *............... ($0.34) ($0.45) ($1.00) ($1.46)
============ ============ ============ ============
* Adjusted for the company's 1:4 reverse split of its common stock on January 4, 2000.
</TABLE>
See accompanying notes.
<PAGE>
AMERICAN CHAMPION ENTERTAINMENT, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Sept 30, Sept 30,
-------------------------
2000 2000
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss........................................ ($2,697,611) ($7,909,802)
Adjustments to reconcile net loss to
net cash used for operating activities:
Reserve on capitalized film costs........... 1,000,000 1,000,000
Non-cash charge related to beneficial
conversion feature of debentures.......... 340,603 712,996
Depreciation and amortization............... 16,469 100,276
Conversion of debenture interest
to common stock.......................... 18,065 38,421
Amortization of original issue discount
on long-term debt......................... 62,223 146,040
Amortization of loan fee........................ 26,787 49,109
Securities issued for services............ 338,186 2,798,398
Options granted for services .............. 133,117 489,495
Amortization of deferred consulting expenses 16,875 203,474
Bad debt written off........................ 238,749 238,749
(Increase)/Decrease in:
Accounts receivable........................... (19,491) (434,281)
Prepaid expenses and other.................... 8,946 (5,758)
Increase/(Decrease) in:
Accounts payable and accrued expenses......... (304,036) (647,926)
Deferred revenues............................. (16,920) (16,920)
------------ ------------
Net cash used for operating activities..... (838,038) (3,237,728)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment.............. 0 (3,606)
Payments for film costs......................... 0 (47,121)
------------ ------------
Net cash used for investing activities..... 0 (50,727)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of common stock options.. 168,000 603,690
Payments on redemption of common stock.......... 0 (63,072)
Payments on loans from related parties.......... 0 (85,611)
Proceeds from exercise of warrants.............. 0 459,750
Proceeds on notes payable....................... 1,000,000 3,250,000
Payments on notes payable....................... 0 (275,405)
Payments of OID on notes payable................ (82,995) (171,868)
Proceeds on private loans....................... 100,000 100,000
Principal payments on capital leases............ 0 (2,734)
------------ ------------
Net cash provided by financing activities.. 1,185,005 3,814,750
------------ ------------
NET INCREASE IN CASH............................ 346,967 526,295
CASH, beginning of period....................... 211,842 32,514
------------ ------------
CASH, end of period............................. $ 558,809 $ 558,809
============ ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest.................................... $ 0 $ 0
State income taxes.......................... $ 0 $ 0
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
Long-term debt converted to equity........... $ 429,000 $1,071,000
Beneficial conversion feature of debentures.. $ 340,603 $ 372,393
Common stock and warrants issued
related to services........................ $ 338,186 $2,101,947
Common stock warrants issued with debt....... $ 348,336 $ 367,438
Stock optins granted to consultants.......... $ 133,117 $ 356,378
Stock Warrants issued to consultants......... $ 0 $ 358,265
Common stock warrants issued
related to loan fees....................... $ 0 $ 351,828
</TABLE>
See accompanying notes.
<PAGE>
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
Note 1 - Nature of Operations and Summary of Significant Accounting
Policies
Nature of Operations and Consolidation - The consolidated financial statements
include the accounts of American Champion Entertainment, Inc. (the "Company")
and its wholly owned subsidiary, America's Best Karate ("ABK") which owns 100%
of American Champion Media, Inc. ("AC Media"). The Company and AC Media were
formed during 1997. Pursuant to an Agreement and Plan of Merger, dated as of
July 14, 1997, the Company entered into a reorganization transaction pursuant
to which the Company acquired all of the issued and outstanding shares of ABK
(the "Reorganization"). The financial statements included herein give effect
to the Reorganization in which the Company became the successor to ABK. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
AC Media focuses on operating and managing all media-related programs for the
Company. These programs consist of fitness information video tapes, books and
audio tapes and production of educational television programs for children
which emphasize martial arts values and fun. AC Media wholly owns American
Champion Marketing Group, Inc., ("ACMG"), the division that focuses on
marketing and licensing of the Company's intellectual properties and acquired
properties.
Revenue Recognition - AC Media - Revenue from films is recognized on the
accrual method. Film costs are amortized using the
individual-film-forecast-computation method which amortizes costs in the
ratio that current gross revenues bear to anticipated total gross revenues
from all sources. The management of AC Media periodically reviews its
estimates of future revenues for each master and if necessary a revision is
made to amortization rates and a write down to net realizable value may
occur.
Concentration of Credit Risk - Financial instruments which potentially
subject the Company to concentrations of credit risk are cash and accounts
receivable arising from its normal business activities. The Company places
its cash with high credit quality financial institutions. The amount on
deposit in any one institution that exceeds federally insured limits is
subject to credit risk.
Film Costs - Film costs consist of the capitalized costs related to the
production of original film masters for videos and television programs. The
net film costs are presented on the balance sheet at the net realizable
value for each master.
Fair Values of Financial Instruments - The carrying value of cash,
receivables, accounts payable and short-term borrowings approximates fair
value due to the short maturity of these instruments. The carrying value of
long-term obligations approximates fair value since the interest rates
either fluctuate with the lending banks' prime rates or approximate market
rate. None of the financial instruments are held for trading purposes.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
Note 1 - Nature of Operations and Summary of Significant Accounting
Policies (continued)
Basic Loss Per Share - Net loss per share is based on the weighted average
outstanding shares issued. Because the Company has a net loss, the common
stock equivalents would have an anti-dilutive effect on earnings per share.
Accordingly, basic earnings per share and diluted earnings per share are the
same.
Income Taxes - Deferred tax assets and liabilities are recognized for the
expected tax consequences of temporary differences between the tax bases of
assets and liabilities and their reported amounts. The Company and its
Subsidiaries file a consolidated tax return.
Presentation - Because of the Company's reduced activity in its karate
instruction segment, management believes utilizing a classified balance
sheet presentation is no longer appropriate, as the operating cycle of the
media-related segment of the Company is expected exceed 12 months.
Accordingly, an unclassified presentation is utilized for the accompanying
balance sheet, which is an acceptable method under SFAS No. 53, "Financial
Reporting by Producers and Distributors of Motion Picture Films".
Reclassifications - Certain reclassifications have been made to the 1999
amounts to conform to the current presentation.
Note 2 - Basis of Reporting
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly, they do not
include all of the information and disclosures required by generally accepted
accounting principles for completed financial statements. In the opinion of
management, such statements include all adjustments (consisting only of normal
recurring items) which are considered necessary for a fair presentation of the
financial position of the Company at September 30, 2000 and the results of its
operations and its cash flows for the three and nine months periods ended
September 30, 2000 and 1999. The accompanying unaudited financial statements
should be read in conjunction with the financial statements and notes for the
year ended December 31, 1999 included in the Company's Form 10-KSB as filed
with the SEC on March 30, 2000.
Note 3 - Uses of Estimates, Risks and Uncertainties
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Significant estimates used in these financial statements include the
recovery of film costs which has a direct relationship to the net realizable
value of the related asset. It is at least reasonably possible that
management's estimate of revenue from films could change in the near term
which could have a material adverse effect on the Company's financial
condition and results of operations.
Note 4 - Film Costs
Film costs consist of the capitalized costs related to the production of
videos and programs for television as follows:
Sept 30, 2000 1999
-------------- -----------
Television program
The Adventures with Kanga Roddy............. $8,117,427 $8,077,669
Videos
Montana Exercise Video...................... 148,253 148,253
Strong Mind Fit Body........................ 18,042 18,042
----------- -----------
8,283,722 8,243,964
Less accumulated amortization............... 717,389 690,831
Less reserve on capitalized film costs...... 1,000,000 --
----------- -----------
6,566,333 7,553,133
=========== ===========
Production of the first seven episodes of The Adventures with Kanga Roddy was
completed during 1997. The Company completed 9 and 13 additional episodes
during the years ended December 31, 1999 and 1998, respectively. Both
exercise videos were completed in 1996, but only the Strong Mind Fit Body
video has been released.
Note 8 -Beneficial Conversion Feature of Debentures
The Company accounts for the beneficial conversion feature of its 7%
convertible debentures issued during the quarter in accordance with EITF 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion." The application of EITF 98-5 resulted in
the recognition of a non-cash charge to interest expense of $340,603 for the
quarter ended September 30, 2000 corresponding increase to additional paid in
capital. These amounts are included in interest expense.
PART I - FINANCIAL INFORMATION
ITEM 2 - Management's Discussion And Analysis Of
Financial Condition And Results Of Operations
Forward Looking Information
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" from liability for forward-looking statements. Certain
information included in this Form 10-QSB and other materials filed or to
be filed by the Company with the Securities and Exchange Commission (as
well as information included in oral statements or other written
statements made or to be made by or on behalf of the Company) are
forward-looking, such as statements relating to operational and
financing plans, capital uses and resources, competition, and demands
for the Company's products and services. Such forward-looking statements
involve important risks and uncertainties, many of which will be beyond
the control of the Company. These risks and uncertainties could
significantly affect anticipated results in the future, both short-term
and long-term, and accordingly, such results may differ from those
expressed in forward-looking statements made by or on behalf of the
Company. These risks and uncertainties include, but are not limited to,
the acceptance by television viewers and public television stations of
the television series - ADVENTURES WITH KANGA RODDY, production delays
and/or cost overruns with respect to such series, changes in external
competitive market factors or in the Company's internal budgeting
process which might impact trends in the Company's results of
operations, unanticipated working capital or other cash requirements,
changes in the Company's business strategy or an inability to execute
its strategy due to unanticipated change in the industries in which it
operates; and various competitive factors that may prevent the Company
from competing successfully in the marketplace.
The following section discusses the significant operating changes,
business trends, financial condition, earnings and liquidity that have
occurred in the three-month period ended September 30, 2000. This discussion
should be read in conjunction with the Company's consolidated financial
statements and notes appearing elsewhere in this report.
Results of Operations
Revenues. For the three months ended September 30, 2000, the Company's
total revenue decreased to $25,518, a decrease of $32,246 as compared to
$57,764 for the comparable period in 1999. This decrease is due to the
closure of the Company's karate studio operation.
Costs and Expenses. The Company's revenues were offset by
amortization of film costs of $1,000,000 as the Company anticipates that future
revenues from its television show may be less than originally expected.
Management intends to evaluate the recoverability of the film costs on a
quarterly basis going forward. Based on the ability of the Company to close
future licensing agreements sufficient to recover the capitalized costs, the
estimate of recoverability may change in future periods.
The Company's expenses for salaries and payroll taxes increased to
$241,746, an increase of $233,623 for the three months ended September 30, 2000
from $8,123 for the comparable period in 1999. The increase is due to all
salaries and payroll taxes charged to expense instead of capitalizing to
production of the television show.
Rent expense decreased to $45,255 for the three months ended September
30, 2000, a decrease of $29,463 from $74,718 for the comparable period in 1999.
The decrease in rents is due to the closure of karate studios and the Company
relocating to a less expensive head office in August 2000.
Total selling, general and administrative expenses increased to
$1,012,747, an increase of $618,897 for the three months ended September 30,
2000 from $393,850 for the comparable period in 1999. This increase is
primarily due to promotional expenses related to the television show,
depreciation of production equipment, legal and accounting fees, and non-cash
consulting fees.
Interest expense decreased to $82,390, a decrease of $284,661 for the
three months ended September 30, 2000 from $367,051 for the comparable period
in 1999. There is also a non-cash charge of $340,603 and none for the
comparable period in 1999 related to the beneficial conversion feature of the
convertible debentures issued within the quarter. The debentures are
convertible to common stock of the Company with the shares to be issued upon
conversion based on 77.5% of the fair value of the stock at the time of
conversion. Since the debt can be converted at any time, the value of the
discount as of the issuance date has been charged to interest expense with a
corresponding increase to additional paid in capital. The balance of the
increase is attributable to the interest accrued on convertible debentures and
certain private loans of the Company.
As a result of the foregoing factors, the Company's net loss increased
to $2,697,611 during the three months ended September 30, 2000 from $1,061,931
for the comparable period in 1999. Net loss per share decreased to $0.34 for
the three months ended September 30, 2000 from $0.45 for the comparable period
in 1999. Weighted average number of shares outstanding increased to 7,894,850
the three months ended September 30, 2000 from 2,338,028 for the comparable
period in 1999 primarily due to the conversion of debentures into the Company's
common stock.
Liquidity And Capital Resources
Cash increased for the three months ended September 30, 2000 by
$346,967 of which none was used for investing activities related to
the production of the Adventures With Kanga Roddy show. Net operating
cash loss was $838,038 and financing activities resulted in an inflow of
$1,185,005.
Deferred consulting fees of $16,875 relate to common stock and
warrants issued to consultants and are being amortized over the term of the
consulting agreements which range from 12 to 24 months.
As of September 30, 2000, total long-term debt was $1,563,743. In
addition, all remaining deferred revenues were claimed within the quarted ended
September 30, 2000. Deferred revenues are pre-paid tuition for the karate
studios and booked revenue from sponsorship activities which cannot be
immediately recognized.
Recent Developments
On October 27, 2000, American Champion Marketing Group, Inc. ("ACMG")
signed a licensing agreement with Ripple Juction for the licensing of the names
and characters from the television show "Re-Boot" of which ACMG is the agent
for the producer of the show, Mainframe Entertainment, Inc.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
There is no on-going legal proceedings during the three months
ended September 30, 2000.
Item 4. Submission of Matters to a Vote of Security Holders
On September 27, 2000 the Company held its Annual Meeting of Shareholders to
discuss and vote upon the following proposals:
1. To elect six directors to the Corporation's Board of Directors, each
to hold office until his successor is elected and qualified or until his
earlier resignation or removal (Proposal No. 1); and
2. To approve the Private Equity Line of Credit Agreement dated April 12,
2000 and closed on May 9, 2000, for the future issuance and purchase of shares
of our common stock by Sibson Holdings, Ltd. (Proposal No. 2); and
3. To approve the acquisition of 80% the Beijing Wisdom Network
Technology Company, Ltd., through an exchange of stock and cash between the
two companies per terms in the agreement dated March 27, 2000 and all
transactions contemplated thereby (Proposal No.3); and
4. To ratify the appointment of Moss Adams LLP as the Company's
independent certified public accountants for the 2000 fiscal year (Proposal
No. 4).
The Company's shareholders approved all four of the above stated proposals
either by proxy or by attending the meeting in person to cast their vote.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits. See the Exhibit Index beginning on page 16.
(b) Reports on Form 8-K. No reports on Form 8-K were filed
during the quarter for which this report is filed.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
AMERICAN CHAMPION ENTERTAINMENT, INC.
(Registrant)
Dated: November 14, 2000 By: /s/ Anthony K. Chan
------------------------------
Anthony K. Chan, Chief Executive Officer
By: /s/ Mae Lyn Woo
------------------------------
Mae Lyn Woo, Vice President,
Chief Financial Officer &
Chief Operations Officer
INDEX TO EXHIBITS
Exhibit No. Exhibit
1.1(1) Form of Underwriting Agreement
3.1(1) Amended and Restated Certificate of Incorporation dated April 24, 1997
3.11(5) Amended and Restated Certificate of Incorporation dated June 4, 1998
3.2(1) Bylaws
4.1(1) Specimen stock certificate
4.2(1) Warrant Agreement with form of Warrant
4.3(1) Form of Underwriters' Warrant
4.41(4) Securities Purchase Agreement dated July 2, 1998
4.42(4) Form of Debenture dated July 2, 1998
4.43(4) Joint Escrow Instructions
4.44(4) Registration Rights Agreement dated July 2, 1998
4.45(4) Form of Warrant dated July 2, 1998
4.461(7) Securities Purchase Agreement dated January 19, 1999
4.462(7) Form of Debenture dated January 19, 1999
4.463(7) Joint Escrow Instructions dated January 19, 1999
4.464(7) Registration Rights Agreement dated January 19, 1999
4.465(7) Form of Warrant dated January 19, 1999
4.471(9) Securities Purchase Agreement dated June 17, 1999
4.472(9) Form of Debenture dated June 17, 1999
4.473(9) Joint Escrow Instructions dated June 17, 1999
4.474(9) Registration Rights Agreement dated June 17, 1999
4.475(9) Form of Warrants dated June 17, 1999
4.481(10) Securities Purchase Agreement dated September 24, 1999
4.482(10) Form of Debenture dated September 24, 1999
4.483(10) Joint Escrow Instructions dated September 24, 1999
4.484(10) Registration Rights Agreement dated September 24, 1999
4.485(10) Form of Warrants dated September 24, 1999
4.491(16) Private Equity Line of Credit between Sibson Holdings, Ltd, and
American Champion Entertainment, Inc.
4.492(16) Loan Agreement between American Champion Entertainment, Inc. and
the Lenders Signatory Hereto
5(1) Opinion of Sheppard, Mullin, Richter & Hampton LLP
10.1(1) 1997 Stock Plan
10.2(1) Form of Stock Option Agreement for 1997 Stock Plan
10.3(1) 1997 Non-Employee Directors Stock Option Plan
10.4(1) Form of Non-Employee Directors Stock Option Agreement
10.8(1) Promissory Note dated December 15, 1994 made payable by Messrs.
Chung and Chan and their wives in favor of Michael Triantos M.D.
Inc. Money Purchase and Profit Sharing Pension Plans Trust
10.9(1) Employment Agreement between the Company and George Chung dated
March 4, 1997, effective upon the closing date of the Offering
10.10(1) Employment Agreement between the Company and Anthony Chan dated
March 4, 1997, effective upon the closing date of the Offering
10.11(1) Employment Agreement between the Company and Don Berryessa dated
March 4, 1997, effective upon the closing date of the Offering
10.12(1) Employment Agreement between the Company, AC Media and Jan
Hutchins dated March 4, 1997, effective upon the closing date of
the Offering
10.13(1) Convertible Loan Agreement dated as of May 5, 1995, between ABK
and David Y. Lei
10.15(1) Amended Deal Memo between ABK and Rick Fichter dated February
23, 1997, with respect to payments related to the Kanga Roddy
Series
10.17(1) Form of Indemnification Agreement
10.19(1) Letter dated October 29, 1996 from the Company to Tim Pettitt
regarding certain payments to the Montanas
10.20(1) Distribution Agreement dated June 18, 1996 by and between
America's Best Karate and InteliQuest
10.21(1) Distribution Agreement, dated May 6, 1997, by and between KTEH,
San Jose Public Television and American Champion Media, Inc.
10.22(1) Letter Agreement, dated June 1997, between AC Media, Inc. and
Sega of America, Inc.
10.23(1) Business Loan Agreement between America's Best Karate and Karen
Shen
10.24(1) Business Loan Agreement between America's Best Karate and Thomas
J. Woo
10.25(2) Licensing Agent Agreement, dated July 25, 1997, between American
Champion Media, Inc. and Sega of America, Inc.
10.26(3) Continuous Distribution Agreement dated April 20, 1998 between
KTEH, San Jose and American Champion Media, Inc.
10.27(3) Sponsorship Agreement dated April 29, 1998 between Sara Lee
Corporation and American Champion Media, Inc.
10.28(3) Engagement Agreement dated April 24, 1998 between JW Charles
and American Champion Entertainment, Inc.
10.29(5) Amendment to Employment Agreement with George Chung, dated July 1,
1998
10.30(5) Amendment to Employment Agreement with Anthony Chan, dated July 1,
1998
10.31(5) Amendment to Employment Agreement with Don Berryessa, dated July 1,
1998
10.32(5) Amendment to Employment Agreement with Jan Hutchins, dated July 1,
1998
10.33(5) Amendment to Employment Agreement with Mae Lyn Woo, dated July 1,
1998
10.34(5) Amendment to Employment Agreement with Kristen Simpson, dated July 1,
1998
10.35(6) International Distribution Agreement with Portfolio Entertainment
dated August 19, 1998
10.36(6) Video Distribution Agreement for the Kanga Roddy Series with Kreative
Video Products dated August 19, 1998
10.37(6) Video Distribution Agreement for the Montana Exercise Video with
Kreative Video Products dated August 21, 1998
10.38(8) Consultant Agreement between Olympia Partners, LLC, Dalton Kent
Securities Group, Inc. and American Champion Entertainment, Inc.
10.39(8) Merchant Licensing Agreement between Timeless Toys and American
Champion Media, Inc.
10.40(8) Loan Agreement between Olympia Partners and American Champion
Entertainment, Inc.
10.41(8) SEGA Agreement termination letter.
10.42(8) Consultant Agreement between American Champion Entertainment, Inc.
and Trademark Management
10.43(11) Termination of Kreative Video Products, Inc.
10.44(11) Video Products distribution agreement between Fast Forward
Marketing, Inc. and American Champion Entertainment. Inc.
10.45(11) Consultant Agreement between Chris Scoggin, LTD. And American
Champion Entertainment, Inc.
10.46(12) Consulting Services Agreement between Consor, Inc., and American
Champion Marketing Group, Inc.
10.47(12) Licensing Agreement between Brighter Child Interactive, LLC and
American Champion Media, Inc.
10.48(13) Licensing Agreement between Prestige Toys and American Champion
Marketing Group, Inc.
10.49(13) Stock Exchange Agreement between Great Wall International Sports
Media Company and American Champion Entertainment, Inc.
10.50(14) Licensing Agent Agreement between Funschool.com Corporation and
American Champion Marketing Group, Inc. (portions deleted pursuant
to request for confidential treatment)
10.51(14) Licensing Agent Agreement between Mainframe Entertainment, Inc. and
American Champion Marketing Group, Inc. (portions deleted pursuant
to request for confidential treatment)
10.52(14) Stock Exchange Agreement between Beijing Wisdom Network Technology
Company, Ltd. and American Champion Entertainment, Inc.
10.53(15) Sponsorship Agreement between Shun Li De Commerce and Trading Ltd.
American Champion Media, Inc. for sponsorship of boxing event
10.54(15) Deal Memorandum between Irwin Toy Limited and American Champion
Marketing Group, Inc. for the licensing of characters from the TV
program "ReBoot" produced by Mainframe Entertainment, Inc.
(portions deleted pursuant to request for confidential treatment)
10.55 Licensing Agreement between ES Originals and American Champion
Marketing Group
10.56 Licensing Agreement between Romar International and American
Champion Marketing Group
10.57 Licensing Agreement between Cutting Edge Industries and American
Champion Marketing Group
21.1(1) Subsidiaries of the Registrant
27.1 Financial Data Schedule
(1) Filed as an exhibit with the registrant's Form SB-2 filed with the
SEC on March 21, 1997 or Form SB-2/A filed March 3 and June 20, 1997
And incorporated by reference herein.
(2) Filed as an exhibit with the registrant's Form 10-KSB filed with the
SEC on March 30, 1998 and incorporated by reference herein.
(3) Filed as an exhibit with the registrant's Form 10-QSB filed with the
SEC on May 15, 1998 and incorporated by reference herein.
(4) Filed as an exhibit with the registrant's Form S-3 filed with the SEC
On August 3, 1998 and incorporated by reference herein.
(5) Filed as an exhibit with the registrant's Form 10-QSB filed with the
SEC on August 7, 1998 and incorporated by reference herein.
(6) Filed as an exhibit with the registrant's Form 10-QSB filed with the
SEC on November 16, 1998 and incorporated by reference herein.
(7) Filed as an exhibit with the registrant's Form S-3 filed with the SEC
On Feburary 12, 1999 and incorporated by reference herein.
(8) Filed as an exhibit with the registrant's Form 10-KSB filed with the
SEC on March 31, 1999 and incorporated by reference herein.
(9) Filed as an exhibit with the registrant's Form S-3 filed with
the SEC on July 16, 1999 and incorporated by reference herein.
(10) Filed as an exhibit with the registrant's Form S-3 filed with
the SEC on November 5, 1999 and incorporated by reference herein.
(11) Filed as an exhibit with the registrant's Form 10-QSB filed with the
SEC on August 16, 1999 and incorporated by reference herein.
(12) Filed as an exhibit with the registrant's Form 10-QSB filed with the
SEC on November 17, 1999 and incorporated by reference herein.
(13) Filed as an exhibit with the registrant's Form 10-KSB filed with the
SEC on March 30, 2000 and incorporated by reference herein.
(14) Filed as an exhibit with the registrant's Form 10-QSB filed with the
SEC on May 15, 2000 and incorporated by reference herein.
(15) Filed as an exhibit with the registrant's Form 10-QSB filed with the
SEC on August 14, 2000 and incorporated by reference herein.
(16) Filed as an exhibit with the registrants's Form SB-2A filed with the
SEC on October 20, 2000 and incorporated by reference herein.
