AMERICAN CHAMPION ENTERTAINMENT, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.0001 PER SHARE

(Title of Class of Securities)

025119 20 7

(CUSIP Number)

Licheng Wang
Holley Holding (U.S.A.), Ltd.
131 South Maple Avenue, Suite 6
South San Francisco, California 94080
(650) 837-9888

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 3, 2001

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [  ].

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 4 Pages)

(1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

This statement relates to shares of the common stock, par value $.0001 per share, of American Champion Entertainment, Inc., a Delaware Corporation (the "Company"). The Company has its principal executive office at 22320 Foothill Boulevard, Suite 260, Hayward, California 94541.

This statement is being filed by Holley Holding (U.S.A.) Ltd., a California Corporation with its business address at 131 South Maple Avenue, Suite 6, South San Francisco, California 94080.

During the past five years, Holley Holding (U.S.A.) Ltd. has not been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Holley Holding (U.S.A.) Ltd. purchased from independent parties $2,000,000 of Convertible Debt previously issued by American Champion Entertainment, Inc., and immediately converted all of such debt into common shares into the Company according to the terms of the Convertible Debt. Holley Holding (U.S.A.) Ltd. paid the holders of the Convertible Debt an aggregate of $1,900,000 from its working capital.

On December 27, 2000, American Champion entered into an agreement with its existing Convertible Debt holders and Holley Holding (U.S.A.) Ltd for Holley Holding (U.S.A.) Ltd. to purchase all of such outstanding Convertible Debt. Concurrently with the purchase, the Convertible Debt was converted in its entirety into 12,610,837 shares of American Champion common stock.

Holley Holding (U.S.A.) Ltd. also signed an agreement with American Champion on December 27, 2000, to purchase $1 million of common stock at priced $.16 per share, or 6,250,000 shares of common stock. This transaction will become effective upon receiving approval from the shareholders of American Champion. As part of such transaction, Holley Holding (U.S.A.) Ltd. is entitled to appoint up to three members to the Board of Directors of American Champion.

Under the rules and regulations of the Securities and Exchange Commission, Holley Holding (U.S.A.) Ltd. beneficially owned 12,610,837 shares of common stock, representing 51.7% of the outstanding shares of American Champion common stock as of January 3, 2001. The percentage of outstanding shares of common stock is computed based on 24,381,662 shares of common stock outstanding as of January 3, 2001.

During the period beginning 60 days prior to January 3, 2001 and through the date of filing of this statement, Holley Holding (U.S.A.) Ltd. has entered into an agreement with the Company for the purchase of another 6,250,000 share of common stock, which becomes effective upon receiving approval from stockholders. See Item 4 above.

Page 4 of 4 Pages

See Item 4 above.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate.

January 18, 2001 HOLLEY HOLDING (U.S.A.) LTD

Licheng Wang

Chairman of the Board of Directors