SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB


          Mark One
              [X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended April 30, 2003
                    ----------------------------------------

                                       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.)

                2420 Wilson Blvd., Suite 214, Arlington, VA 22201
                -------------------------------------------------
                    (Address of principal executive offices)
                                   (Zip code)

                                 (703) 526-0400
                                 --------------
              (Registrant's telephone number, including area code)

         Securities registered under Section 12(g) of the Exchange Act:

                     Common Stock, par value $.001 per share
                     ---------------------------------------
                                (Title of Class)

                   Preferred Stock, par value $10.00 per share
                   -------------------------------------------
                                (Title of Class)











     Indicate  by check mark  whether  the  Registrant  (1) has filed all report
required  to be filed by  Section  13 or 15(d) of the  Securities  Exchange  Act
of1934 during the past 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 __

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of Regulation S-B is not contained in this form,  and no disclosure  will be
contained,  to the best of the registrant's  knowledge, in a definitive proxy or
information statements incorporated by reference in Part III of this Form10-KSB.
[X]
     For the year ended April 30,  2003,  the  revenues of the  registrant  were
$2,006,406.

     The aggregate  market value of the Common Stock of the  Registrant  held by
non-affiliates  of the  Registrant  based on the  average bid and asked price on
July 10, 2003, was approximately $120,000.

     As of July 10, 2003,  the  Registrant  had a total of  8,514,459  shares of
common stock outstanding.


                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None










                                     PART I

Item 1.             Business

                  (a)      Development of Business.

     CHAMPIONS Sports,  Inc. (the "Company" or "CSI") was incorporated under the
laws of the  State of  Delaware  on June 4, 1985  under the name  "International
Group,  Inc." In  September  1985,  the Company  completed a public  offering of
40,000,000 Units, each Unit consisting of one share of Common Stock and warrants
to purchase three shares of Common Stock,  at a price of $0.01 per Unit. The net
proceeds of the offering to the Company were approximately $357,000.

     On January 16, 1986, the Company acquired 100% of the outstanding shares of
CHAMPIONS  Sports  International,  Inc.  ("CSII"),  in exchange for  195,555,555
shares of the Company's Common Stock. In February,  1986,  International  Group,
Inc. changed its name to CHAMPIONS  Sports,  Inc. Between 1987 and 1988, most of
the original  warrants  issued in September 1985 were exercised by  stockholders
and  consequently  the Company  received  additional  capital of $2,356,268.  On
September 12, 1989, CSII was merged with and into the Company,  with the Company
as the surviving  corporation.  In November 1991, the Company effected a reverse
split of its  outstanding  shares on a 1 for 100 basis.  In November  1992,  the
Company completed a public offering of 350,000 Shares of Series A 12% Cumulative
Convertible  Preferred  Stock. In March 1993, the Company  completed an exchange
offer converting all, except 64,575 preferred  shares,  into 2,171,657 shares of
common stock.  Subsequently,  an additional  11,450  preferred  shares have been
converted into 53,930 shares of common stock.

     The Company is a licensee of one CHAMPIONS  Sports Bar  Restaurant  and the
exclusive   supplier  of  sports   memorabilia   and   consultant   to  Marriott
International,  Inc. (Marriott).  Effective November, 1997, the Company sold the
rights to the  CHAMPIONS  brand to Marriott  and became a licensee of  CHAMPIONS
Sports Bar  Restaurants  and an exclusive  supplier of sports  memorabilia and a
consultant  to all  new  managed  Marriott  and  Renaissance  Hotel  sports  bar
restaurants  worldwide.  At April 30, 2003,  the Company owns the one  CHAMPIONS
Sports Bar Restaurant in San Antonio, Texas.

                (b)      Description of Business.

                  1.       Concept
     The Company  operates a  restaurant  in San  Antonio,  Texas by the name of
CHAMPIONS which has a sports theme concept that combines  casual dining,  sports
viewing with strategic  marketing and  promotions.  The CHAMPIONS  popularity is
defined in the  CHAMPIONS  motto:  "Good Food,  Good Times,  Good  Sports." This
concept  is based,  in large  measure,  on the format  implemented  in the first
CHAMPIONS location that opened in the Georgetown section of Washington,  D.C. in
1983.  A strong food  component  was added to the  original  concept so that the
CHAMPIONS in San Antonio, Texas is a full-fledged restaurant as well as bar. The
sports theme of CHAMPIONS is based upon management's  belief that sports appeals
to most socio-economic,  age and gender groups worldwide.  The sports atmosphere
at CHAMPIONS is created by the presence of hundreds of items of original  sports
memorabilia such as uniforms,  sports equipment,  posters,  advertising,  signs,
magazine covers,  official programs,  film posters,  and photographs from local,
national and  international  celebrities and sporting events,  past and present.
The sports  decor seeks to establish a feeling a comfort and  belonging  for all
customers.  In addition,  CHAMPIONS atmosphere is enhanced by sports programming
and viewing which is accomplished  through a network of strategically  placed TV
monitors  designed  to  continuously  show  local,  national  and  international
sporting events without taking away from the casual dining experience.  Although
sports is a theme in CHAMPIONS restaurants it is not the dominant factor. At the
heart of the CHAMPIONS  concept is the food. The menu, which attracts guests for
lunch and dinner,  appeals to those interested in dining at a moderate price. It
incorporates  traditional  American  cuisine as well as popular  regional items.
CHAMPIONS  average  check is about  $14.25  per  person,  placing  it within the
"casual  dining"  segment of the  restaurant  industry.  This  segment  seeks to
attract  customers  who want a higher  quality  of food and  service  than  that
commonly  provided at "fast  food" or "family  style"  restaurants.  Although no
element of the CHAMPIONS concept is unique, the combination of food, atmosphere,
sports  memorabilia,  sports  viewing,  marketing  and  promotions  defines  the
concept.

                  2.       Operations

     As of the end of the fiscal year,  the Company was engaged in the following
types of operations:

         (i) Company-Owned Operation

     The Company currently operates one Company-owned restaurant.  This location
is licensed from Marriott, royalty free, to use the name CHAMPIONS pursuant to a
licensing  agreement signed in FY 1998. This CHAMPIONS sports bar restaurant has
been in  operation  since 1989 and is located  in the River  Center  Mall in San
Antonio,  Texas. The San Antonio  restaurant  provided  approximately 95% of the
Company's  revenues  for FY 2003,  as reflected  in the  consolidated  financial
statements included herein.

         (ii) Supplier of Sports Memorabilia and Consulting Services to Marriott

     In November  1997,  the Company sold the rights to the  CHAMPIONS  brand to
Marriott  and became a licensee  of  CHAMPIONS  Sports  Bar  Restaurants  and an
exclusive  supplier of sports  memorabilia  and a consultant  to all new managed
Marriott and Renaissance Hotel sports bar restaurants worldwide. Under the terms
of this agreement,  Marriott is required to purchase sports  memorabilia and for
the Company to serve as a consultant  for each new  CHAMPIONS or like sports bar
restaurant  that opens in a new Marriott or Renaissance  Hotel  worldwide at the
same prescribed  prices (with  increases  pegged to the Consumer Price Index) as
paid to the Company by Marriott in its previous agreement,  except that Marriott
does not pay any annual fees as before.  In FY 2003, the Company provided sports
memorabilia  and consulting  services to Champions  Sports Bar  Restaurant  that
opened in Marriott hotel in Dead Sea, Jordan.

     Marriott hotel locations  accounted for about 5% of the Company's  revenues
for FY 2003,  as reflected in the  consolidated  financial  statements  included
herein.
                  .

                  3.       Competition

     The food and  beverage  industry is highly  competitive.  Food and beverage
businesses are affected by changing customer tastes, local and national economic
conditions that affect spending habits,  population shifts and traffic patterns.
Quality of service,  attractiveness  of facilities  and price are also important
factors.  The popularity of the concept of sports bar  restaurants has spawned a
number of companies  seeking to  capitalize  on that  market.  While the Company
believes that the Champions  concept is superior,  there are other  "sports" bar
restaurants  in  operation.  The  sports  memorabilia  business  is also  highly
competitive.

                  4.       Service Mark

     The Company  sold the  federally  registered  service mark  "Champions"  to
Marriott  pursuant to the November,  1997 agreement and  transferred to Marriott
all of its international service marks that the Company had registered. .

                  5.       Government Regulation

     The Company's CHAMPIONS sports bar restaurant is subject to federal,  state
and local governmental regulations,  including regulations relating to alcoholic
beverage control,  public health and safety,  zoning and fire codes. The failure
to retain food,  liquor or other licenses would adversely  affect the operations
of the Company's restaurant.  While the Company has not experienced and does not
anticipate any problems in retaining  required  licenses,  permits or approvals,
any  difficulties,  delays or failures in retaining  such  licenses,  permits or
approvals could adversely  affect the restaurant.  The license to sell alcoholic
beverages  must be renewed  annually and may be suspended or revoked at any time
for cause,  including  violation  by the Company or its  employees of any law or
regulation  pertaining to alcoholic  beverage control,  such as those regulating
the minimum age of patrons or employees, advertising,  wholesale purchasing, and
inventory control,  handling and storage. However, the restaurant is operated in
accordance with standardized  procedures  designed to assure compliance with all
applicable codes and regulations.

     The Company may be subject to "dram-shop" statutes, which generally provide
a person injured by an intoxicated  person the right to recover  damages from an
establishment that wrongfully served alcoholic  beverages to such person.  While
the Company carries liquor  liability  coverage,  a judgment against the Company
under a dram-shop  statute in excess of the  Company's  liability  coverage,  or
inability to continue to obtain such  insurance  coverage at  reasonable  costs,
could have a material adverse effect on the Company. The Company is also subject
to the Fair Labor Standards Act, the Immigration  Reform and Control Act of 1986
and various state laws governing such matters as minimum  wages,  overtime,  tip
credits and other  working  conditions.  A  significant  number of the Company's
hourly  personnel  are paid at rates  related to the federal  minimum  wage and,
accordingly,  increases in the minimum wage or  decreases in the  allowable  tip
credit will increase the Company's labor cost.

          6.        Employees


     As of  April  30,  2003,  the  Company  had 2  full-time  employees  in its
corporate  office in Arlington,  Virginia and 46 employees (both  management and
hourly) at its San Antonio restaurant.


Item 2.           Properties.

     The Company is leasing,  on a  month-to-month  basis,  its corporate office
space  located  at 2420  Wilson  Blvd.,  Suite  214,  Arlington,  VA 22201.  The
Company's  rental  payments  are $500 per month.  The  Company is leasing  5,289
square feet of space for its restaurant in San Antonio,  TX pursuant to a lease,
which  expires in June 2005.  The lease  provides  monthly  rental  payments  of
$23,536  including  CAM charges and real estate  taxes.  In addition,  the lease
requires  a  percentage  of the unit's  revenues  at the  location  in excess of
$1,745,000 per year.


Item 3.            Legal Proceedings.

     The Company knows of no material pending legal  proceedings as to which the
Company  is a party or of which  its  properties  are the  subject,  and no such
proceedings  are  known  to  the  Company  to be  contemplated  by  governmental
authorities.

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

                           None



                                     PART II

Item 5.           Markets for Common Equity & Related Stockholder Matters.

                  (a) Principal Market or Markets.

     The Common  Stock was traded on the NASDAQ  SmallCap  Market until June 24,
1994.  At that time,  the Common  Stock was  delisted  from the NASDAQ  SmallCap
Market for falling below the minimum financial requirements. The Common Stock is
presently  trading on the OTC Bulletin  Board under the symbol CSBR.  In October
1993, the series A 12% Cumulative  Convertible Preferred Stock was delisted from
NASDAQ due to lack of the required two market  makers  necessary  for  continued
listing and has not been trading since.

                                            Common Stock

                                            High                      Low
                                            -----------------------------
Fiscal 2003
                                            $                        $
         First Quarter                       0.06                     0.01
         Second Quarter                      0.04                     0.02
         Third Quarter                       0.04                     0.01
         Fourth Quarter                      0.03                     0.01







Fiscal 2002
                                            $                         $
         First Quarter                       0.14                      0.07
         Second Quarter                      0.09                      0.06
         Third Quarter                       0.10                      0.05
         Fourth Quarter                      0.09                      0.05



                  (b) Approximate Number of Holders of Common Stock
         and the Preferred Stock.

     The number of holders of record of the  Company's  common  stock as of July
10, 2003 was 2,140 and the Company estimates that there are approximately  3,000
additional beneficial shareholders. There are about 30 beneficial holders of the
Company's preferred stock as of July 10, 2003.

                  (c) Dividends.

     Holders of common stock are  entitled to receive  such  dividends as may be
declared by the Company's  Board of Directors.  No dividends have been paid with
respect to the  Company's  common stock and no dividends are  anticipated  to be
paid in the  foreseeable  future.  Since November  1994, the Company's  Board of
Directors  voted each year to defer payment of the annual dividend on the Series
A, 12%,  Cumulative  Preferred  Stock,  in order to preserve the Company's  cash
reserves.

Item 6.            Management's Discussion and Analysis of Financial Condition
                           and Results of Operations.

                  (a) Results of Operations for Fiscal Years 2003 and 2002.

                                    1.      Revenues

     For the fiscal year ended April 30, 2003, the Company's  revenues decreased
6.6% to $2,006,406 from $2,147,995 in FY 2002.

     By component,  food and beverage sales  decreased 5.7% to $1,882,118 for FY
2003 compared to $1,995,226 in FY 2002. The Company's management  attributes the
decrease in food and beverage  sales to an decrease in customer  volume,  due to
the economic  slowdown and the residual effects of September 11,  2001,which has
curtailed  convention  and tourist  travel in the San Antonio area.  The food to
beverage  ratio for the San Antonio  location was  approximately  60% to 40% for
both comparable  years. Food and beverage sales accounted for 93.8% and 92.9% of
the Company's total revenue in the comparable periods.

     Revenues  from  merchandise  and  memorabilia  sales  and  consulting  fees
accounted for 5.7% of the  Company's  total revenue in FY 2003 compared to 6.29%
in FY  2002.  Sales  of  memorabilia  are  directly  tied to the  number  of new
Champions  locations  that open during the fiscal year.  In FY 2003 and FY 2002,
the Company  provided sports  memorabilia to one Champions  location.  During FY
2003 and FY 2002, the Company other  revenues  accounted for less than 1% of its
total revenues.

                                   2.       Expenses

     The Company's cost of food and beverage was 24.6% for FY 2003 and 26.0% for
FY 2002.

     Restaurant  payroll and related costs were 35.3% of food and beverage sales
in FY 2003 and 34.2% of related sales in FY 2002. Restaurant occupancy costs for
FY 2003 were 13.4% of food and beverage sales compared to 12.3% in FY 2002.


     Other restaurant costs increased as a percentage of food and beverage sales
at 21.5% for FY 2003  compared to 18.2% for FY 2002  General and  administrative
costs  incurred in FY 2003 were  $280,847  and  $309,892 in FY 2002.The  primary
components  of G&A  expenses  are  operating  the  Company's  corporate  office,
including salaries. Interest expense in both FY 2003 and 2002 was immaterial.

                               3.         Profits / Losses
     For FY 2003,  the Company's  loss was $145,994 from its  operations  before
dividends accrued on the outstanding preferred stock of $63,750, producing a net
loss for common  shareholders  of $209,744,  or $0.02 per common share.  The San
Antonio Champions location produced a net profit of $97,519.

     For FY 2002,  the Company's  loss was $147,312 from its  operations  before
dividends accrued on the outstanding preferred stock of $63,750, producing a net
loss for common shareholders of $211,062.  During FY 2002, the Company wrote off
an equity investment in a non-publicly traded company of $50,000.

         (b) Liquidity and Capital Resources for Fiscal Years 2003 and 2002

     The  Company's  cash  position on April 30, 2003 was  $195,101  compared to
$449,282 on April 30, 2002, a decrease of $254,181.

     During FY 2003, The Company's  operating  activities used cash of $248,117.
The Company  purchased  equipment  for its San Antonio  Champions  location  for
$9,135 and repaid a capital lease for $1,929. The Company's operating activities
and cash reserves were sufficient to meet its cash requirement during FY 2003.

     During FY 2002, The Company's  operating  activities  used cash of $32,684.
The Company used cash of $14,390 to purchase  replacement  equipment for its San
Antonio  Champions  location and repaid a capital  lease of $10,294.  In January
2002, the Company entered into an agreement with a private investor, to purchase
from the Company  4,000,000 shares of the Company's common restricted stock at a
purchase price of $0.125 per share in the aggregate  amount of $500,000  payable
in monthly  installments  to be used by the Company to provide  general  working
capital.  The  purchaser  has paid a total of $55,000  at April 30,  2002 and an
additional  $5,000  during FY  2003.Subsequently  they have not met the  payment
terms of the  agreement.  The Company  believes  that the  agreement  may not be
fulfilled.  The Company's  operating  activities  coupled with its cash reserves
provided sufficient cash flow for the Company to meet its cash needs in FY 2002.


     The Company's  working capital as of April 30, 2003 was a negative $463,353
contrasted to $294,573 on April 30, 2002.

     The Company is facing  liquidity  problems and is uncertain that it will be
able to continue  operations  without an infusion of cash. The Company continues
to review and evaluate its  operations and  priorities.  The Company is actively
pursuing merger or acquisition  candidates and other financing  possibilities to
meet its liquidity needs. There is no assurance that the Company will be able to
structure a merger or  acquisition,  or raise  additional  financing to continue
operations on terms satisfactory to the Company.

     Furthermore,  The Company's  independent auditor has expressed  substantial
doubt that the Company can continue as a going concern.

                  (c) Miscellaneous


     Stockholders'  equity on April 30, 2003 was a negative $209,749 compared to
a negative $5,005 on April 30, 2002. In FY 2003 and 2002, the Company's Board of
Directors  voted to defer  payment of the 12% annual  dividend of the  Company's
preferred stock, in order to preserve the Company's cash reserves. This dividend
is cumulative and has been recorded on the Company's  balance sheet as a current
liability.  In addition,  in FY 2003 and 2002,  the Board of Directors  voted to
defer the annual meeting of security  holders in order to preserve the Company's
cash reserves.

     This document contains "forward-looking  statements" (within the meaning of
the Private Securities  Litigation Act of 1995) that inherently involve risk and
uncertainties.  The Company's actual results could differ  materially from those
anticipated in the forward-looking statements as a result of unforeseen external
factors.  These factors may include,  but are not limited to, changes in general
economic  conditions,  the ongoing threat of terrorism,  customer  acceptance of
products offered and other general competitive  factors, and the ability to have
access to financing  sources on reasonable  terms.  Readers are cautioned not to
place  undue  reliance  on  these  forward-looking  statements,   which  reflect
management's  analysis,  judgment,  belief  or  expectation  only as of the date
hereof.





Item 7.  Financial Statements and Supplementary Data.

     The  Report  of  Independent  Accountants  appears  at  page  F-1  and  the
Consolidated  Financial  Statements  and  Notes  to the  Consolidated  Financial
Statements appear at pages F-2 through F-14 hereof.




Item 8.  Changes In and Disagreements with Accountants on Accounting
         & Financial Disclosure.

     For FY 2003,  the Company  changed  independent  auditors from Pannell Kerr
Forster PC to  Michael F.  Moore,  CPA (sole  practitioner).  There have been no
disagreements between the Company and its independent  accountants on any matter
of accounting  principles or practices or financial statement  disclosure during
the last two fiscal years.

Item 9.           Directors and Executive Officers.


                  The Executive Officers and Directors of the Company are as
follows:

         NAME              POSITION(S) PRESENTLY  HELD

James M. Martell      Chairman, President, Chief Executive Officer and Director
James E. McCollam     Controller, Chief Accounting Officer, Corporate Secretary
Durwood C. Settles    Director
Michael M. Tomic      Director

     James M.  Martell,  age 56, has served as  President  from May 1990 to June
1992 and from January 1993 to September  1993 and from March 1994 to the present
and as Chief Executive  Officer from May 1990 to June 1992 and from January 1993
to  September  1993 and from March 1994 to August 2000 and from June 2001 to the
present and as Chairman from November 1991 to August, 2000 and from June 2001 to
the present.  Mr.  Martell served as Director of the Company since its inception
on June 4, 1985.  Additionally,  he served the  Company as Vice  President  from
October 1988 to May 1990, as Treasurer  from June 1985 to January  1989,  and as
Secretary  from June 1985 to January 1986. Mr. Martell is a director and officer
of  all of  the  Company's  wholly  owned  subsidiaries,  except  for  the  Been
Corporation.  From 1983 to 1987,  Mr. Martell was a partner along with Mr. Tomic
in Tomar  Associates,  a consulting  company  specializing in  European-American
joint ventures,  venture capital financing,  technology transfer,  and corporate
finance.  From 1981 to 1983, Mr. Martell was a partner in International Group, a
partnership   involved  in  promoting   national  and   international   business
development. From 1973 to 1981, he served in various administrative positions at
the U.S. Department of Energy. Mr. Martell received a Bachelor of Science degree
in Chemistry  in 1968 and a Master of Science  degree in  Geochemistry  in 1973,
from George Washington University.



     James E. McCollam,  age 56, has served as Chief  Accounting  Officer of the
Company since July 1992 and Controller  since May 1988. From 1984 to 1987 he was
Controller of the Winston Group, Inc., a five-unit food service  organization in
the Washington D.C.  metropolitan area. From 1977 to 1983, he was the Controller
of Capitol  Hill  Cabaret,  Inc.,  an  organization  that owned and operated two
restaurants  and nightclubs in the Washington  D.C. area.  From 1973 to 1977, he
was  employed by Marriott  Corporation  in various  positions  in the  corporate
accounting  department.  He earned a Bachelor of Science  degree in Finance from
the University of Maryland 1970.


     Durwood C.  Settles,  age 60, has served as Director  of the Company  since
March 2001. Mr. Settles is a Certified Public Accountant in individual  practice
since  1983.  From 1973 to 1982,  Mr.  Settles  was with  Coopers  & Lybrand  in
Washington, D.C. as a member of the audit staff and as Manager-Special Projects.
During the period 1974 to 1986, Mr. Settles served as Controller or Treasurer of
the various political campaign  organizations of Congressman Richard A. Gephardt
of Missouri,  Governor  Charles S. Robb of Virginia,  and Congressman  Joseph L.
Fisher of Virginia. From 1970 to 1973, Mr. Settles was an owner and executive of
a company that manufactured and sold Plexiglas  furniture located in Kensington,
Maryland.  From 1966 to 1969,  Mr.  Settles  was a  promoter  of  popular  music
concerts in various cities in the Eastern and Southern United States.  From 1964
to 1966, Mr. Settles was a Group Pension Management Assistant and Computer Files
Service  Supervisor with the Mutual of New York Life Insurance Company (MONY) in
New York, New York. Mr. Settles  received a Bachelor of Arts degree in Economics
in 1964 from Davidson College, Davidson, North Carolina and completed accounting
studies in 1973 at George Washington University, Washington, D.C.

     Michael M. Tomic, age 57, has served as a Director of the Company since its
inception  on June 4, 1985.  From June 1985 to January  1986,  he also served as
Vice President of the Company.  From 1983 to 1987, Mr. Tomic was a partner along
with Mr.  Martell in Tomar  Associates,  a consulting  company  specializing  in
European-American   joint  ventures,   venture  capital  financing,   technology
transfer,  and corporate  finance.  He received a Bachelor of Science  degree in
International Marketing and Economics in 1969 from the University of Maryland.

     The term of office of each  Director is until the next  annual  election of
Directors and until a successor is elected and qualified or until the Director's
earlier death, resignation or removal.




Item 10.          Executive Compensation.
     The  following  table sets forth cash  compensation  for services  rendered
during FY 2003,  and 2002  which was paid by the  Company  to, or accrued by the
Company for, each of the Company's most highly  compensated  executive  officers
whose cash compensation in such year equaled or exceeded $100,000:

Name and                             FY         Annual             Other
Principal Position                  Year        Salary ($)    Compensation ($)
--------------------------------------------------------------------------------

James M. Martell, President         2003          123,333           0
                                    2002          148,022           0


     In FY 2003,  all officers of the Company as a group (2 in number)  received
cash  compensation  of $184,166.  The Board of Directors has the right to change
and increase the compensation of executive officers at any time. The Company has
no arrangement by which any of its directors are compensated for services solely
as directors, and these individuals will not receive any additional remuneration
for  their  services  as  directors.  The  Company  may  from  time to time  pay
consulting fees to its officers and directors.

     Except  as  described  below,  the  Company  has no  compensatory  plan  or
arrangement which would result in executive officers receiving compensation as a
result of their  resignation,  retirement or any other termination of employment
with the Company or its  affiliates,  or from a change in control of the Company
or a change in responsibilities following a change in control of the Company.

     The  Company  entered  into an  employment  agreement  with Mr.  Martell in
September 1993,  under which Mr. Martell  received  options to purchase  200,000
shares of the  Company's  Common  Stock at $1.00 per share at any time  prior to
September 6, 2001,  whether or not Mr.  Martell is an employee at such time.  If
there is a change in the  management  of the  Company and such  management  acts
contrary to the policy of the current Board, or if Mr. Martell's  position as an
officer or director is terminated, Mr. Martell may resign and become entitled to
liquidated damages determined  pursuant to a formula prescribed in the contract.
.. This  agreement  was extended for two years in FY 2000 at an annual  salary of
$148,000 and further  extended for another  three years in FY 2002.  In FY 2003,
Mr.  Martell's  salary was  reduced in the  interim to $74,000 to  preserve  the
Company's cash position. In FY 2001, the Board of Directors reissued the options
to purchase  the 200,000  shares of  Company's  Common  stock at $0.11 per share
instead of $1.00 per share as previously  granted and extended the expiration of
those options to August 22, 2003.

     In FY 1996,  the Board of  Directors  granted  to Mr.  Martell an option to
purchase 1,200,000  restricted shares of the Company's Common Stock at $0.05 per
share.  Mr. Martell in FY 1996  exercised  this option for 1,200,000  restricted
shares for $60,000.

     In FY 2001,  the Board of  Directors,  as part of its efforts to  diversify
into high technology,  granted the following options to the Company's  Officers,
Directors and Advisory  Board Members:  a three year option to purchase  575,000
restricted  shares of the Company's  Common Stock at $0.11 per share to James J.
Heigl, then Chairman and CEO in FY 2001; a three year option to purchase 550,000
restricted  shares  of the  Company's  Common  Stock at $0.11 per share to Harry
Alton Lee,  then COO and  Director  in FY 2001;  a three year option to purchase
900,000  restricted  shares of the Company's  Common Stock at $0.11 per share to
Michael  Tomic,  Director;  a three year option to purchase  100,000  restricted
shares of the  Company's  Common  Stock at $0.11 per share to  Durwood  Settles,
Director;  a three  year  option to  purchase  50,000  restricted  shares of the
Company's  Common Stock at $0.11 per share to James McCollam,  Chief  Accounting
Officer and  Controller;  and three year  options to purchase  5,000  restricted
shares of the Company's  Common Stock at $0.28 per share to each of its Advisory
Board Members.


Item 11.    Security Ownership of Certain Beneficial Owners and Management.

     As of July 10, 2003, the following were persons known to the Company to own
beneficially more than 5% of the Company's outstanding Common Stock:

Name and Address of
Common Stock Beneficial Owner         Beneficially Owned (1)    Percentage
--------------------------------------------------------------------------

James M. Martell                         1,548,000                 18.2
2420 Wilson, Blvd., Suite 214
Arlington, VA 22201

     (1) Beneficial Ownership includes shares for which an individual,  directly
or indirectly,  has or shares, or has the right within 60 days to have or share,
voting or  investment  power or both.  Beneficial  ownership  as reported in the
above table has been  determined in  accordance  with Rule 13d-3 of the Exchange
Act.

     The stock  ownership  by  officers  and  directors  of the  Company and all
officers and directors as a group are as follows:

                                              Common Stock
                                              Beneficially Owned
         Name                Title            as of July 10, 2003(1)  Percentage
--------------------------------------------------------------------------------

James M. Martell    President & Director        1,548,000                  18.2
Michael M. Tomic    Director                      225,000                   2.6
James E. McCollam   Controller,                     2,000                     *
                    Chief Accounting Officer
                     & Corporate Secretary
All officers & directors as a group             1,765,000                  20.8

*Less  than 1.0%

     (1) Beneficial Ownership includes shares for which an individual,  directly
or indirectly,  has or shares, or has the right within 60 days to have or share,
voting or  investment  power or both.  Beneficial  ownership  as reported in the
above table has been  determined in  accordance  with Rule 13d-3 of the Exchange
Act.


Item 12.          Certain Relationships and Related Transactions.

     During FY 2003 and FY 2002, there were no related party transactions.





Item 13.           Exhibits and Reports on Form 8-K.

           (a) Index to Financial Statements                          PAGE

  Independent Auditors' Reports                                        F-1

  Consolidated Balance Sheets as of April 30, 2003 and 2002            F-2

  Consolidated Statements of Operations for the Years Ended
           April 30, 2003 and 2002                                     F-3

  Consolidated Statements of Stockholder's Equity for the Years
           ended  April 30, 2003 and 2002                              F-4

  Consolidated Statements of Cash Flows for the Years ended
           April 30, 2003 and 2002                                     F-5

  Notes to the Consolidated Financial Statements                       F-6/F-14




     (b) There were no Form 8-K's  filed  during the last  quarter of the period
covered by this report.






















                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES

                        Consolidated Financial Statements
                        For The Year Ended April 30, 2003


















                                Table of Contents

                                                                        Page


Independent Auditor's Report                                             1

Consolidated Balance Sheets                                              2

Consolidated Statements of Operations                                    3

Consolidated Statements of Changes in Stockholders'
 (Deficiency of Net Assets)                                              4

Consolidated Statements of Cash Flows                                    5

Notes to Consolidated Financial Statements                               6




PFK                                             PANNELL
worldwide                                       KERR
                                                FORSTER PC
[GRAPHIC OMITTED][GRAPHIC OMITTED]              10304 Eaton Place
                                                Suite 440
                                                Fairfax, VA 22030
                                                (703) 385-8809



                          Independent Auditors' Report



To the Stockholders and Board of Directors
Champions Sports, Inc.
Arlington, Virginia


We have audited the accompanying consolidated balance sheet of Champions Sports,
Inc. and its subsidiaries as of April 30, 2002, and the related consolidated
statement of operations, changes in stockholders' (deficiency) equity, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Champions Sports, Inc. and subsidiaries at April 30, 2002, and the results of
their operations and their cash flows for the year then ended, in conformity
with accounting principles generally accepted in the United States of America.

                                             [GRAPHIC OMITTED][GRAPHIC OMITTED]
                                               /s/ Pannell Kerr Forster PC

June 21, 2002








Michael F. Moore, CPA
Sole Practitioner
1412 Kingsvale Circle
Herndon, VA 20170





                          Independent Auditor's Report



To the Stockholders and Board of Directors
Champions Sports, Inc.
Arlington, Virginia


I have audited the accompanying  consolidated balance sheet of Champions Sports,
Inc. and its  subsidiaries  as of April 30, 2003,  and the related  consolidated
statements of operations,  changes in stockholders'  (deficiency of net assets),
and cash flows for the years then  ended.  These  financial  statements  are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted in
the United States of America.  Those  standards  require that I plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement presentation.  I believe that my audit provides a reasonable basis for
my opinion.

In my opinion,  the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Champions  Sports,  Inc. and  subsidiaries at April 30, 2003, and the results of
their  operations  and their cash flows for the year then ended,  in  conformity
with accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 9 to the
financial statements,  the Company has suffered recurring losses from operations
and has a net capital  deficiency that raise substantial doubt about its ability
to continue as a going  concern.  Management's  plans in regard to these matters
are also  described  in Note 9. The  financial  statements  do not  include  any
adjustments that might result from the outcome of this uncertainty.

                                                   /s/  Michael F. Moore, CPA
                                                        Sole Practitioner


July 1, 2003





                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                     Assets
                                                                                       April 30
                                                                                       --------

                                                                                    2003           2002
                                                                             -----------    -----------
                                                                                      
Current assets
   Cash and cash equivalents .............................................   $   195,101    $   449,282
   Inventories ...........................................................        23,750         25,555
   Prepaid expenses ......................................................        10,836         14,089
                                                                             -----------    -----------
            Total current assets .........................................       229,687        488,926
                                                                             -----------    -----------

Property and equipment
   Furniture and equipment ...............................................       586,506        577,371
   Leasehold improvements ................................................       584,772        584,772
                                                                             -----------    -----------
                                                                               1,171,278      1,162,143
   Accumulated depreciation and amortization .............................      (924,851)      (876,432)
                                                                             -----------    -----------
                                                                                 246,427        285,711
                                                                             -----------    -----------

Deposits .................................................................        11,052         11,052
                                                                             -----------    -----------
            Total assets .................................................   $   487,166    $   785,689
                                                                             ===========    ===========

            Liabilities and Stockholders' (Deficiency of Net Assets)

Current liabilities
   Accounts payable ......................................................   $    65,246    $    88,104
   Dividend payable on preferred stock (note 6) ..........................       575,192        511,442
   Other accrued expenses ................................................        49,280         52,790
   Deferred revenue ......................................................          --          124,871
   Current portion of deferred lease concession ..........................         3,322          4,363
   Current portion of capital lease obligation (note 4) ..................          --            1,929
                                                                             -----------    -----------
            Total current liabilities ....................................       693,040        783,499

Deferred lease concession, net of current portion ........................         3,875          7,195
                                                                             -----------    -----------
            Total liabilities ............................................       696,915        790,694
                                                                             -----------    -----------

Commitments and contingencies (notes 3, 5, and 8)

Stockholders' (deficiency of net assets) (notes 6, 7, and 8)
   Preferred stock
     Series A, 12% Convertible Cumulative; $10 par value; preferred as to
     dividends and liquidation; 56,075 shares authorized and 53,125 shares
     issued and
     outstanding for 2003 and 2002, respectively .........................       531,250        531,250
   Common stock, par value $.001 per share, 50,000,000
     shares authorized and 8,514,459 shares
     issued and outstanding for 2003 and 2002, respectively ..............         8,514          8,514
   Additional paid-in capital ............................................     5,397,598      5,392,598
   Accumulated deficit ...................................................    (6,147,111)    (5,937,367)
                                                                             -----------    -----------
            Total stockholders' (deficiency of net assets) ...............      (209,749)        (5,005)
                                                                             -----------    -----------
            Total liabilities and stockholders' (deficiency of net assets)   $   487,166    $   785,689
                                                                             ===========    ===========

See notes to consolidated financial statements













                                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
                                      Consolidated Statements of Operations


                                                                                     Years Ended April 30
                                                                                     --------------------
                                                                                      2003           2002
                                                                                  -----------    -----------
                                                                                           

Revenue
   Food and beverage ...........................................................  $ 1,882,118    $ 1,995,226
   Merchandise, memorabilia, and consulting fees ...............................      113,641        132,995
   Other income ................................................................       10,647         19,774
                                                                                  -----------    -----------
                                                                                    2,006,406      2,147,995
                                                                                  -----------    -----------
Costs and expenses
   Cost of food and beverage sales .............................................      463,074        518,367
   Cost of merchandise and memorabilia .........................................       38,799         76,919
   Restaurant payroll and related costs ........................................      663,947        681,806
   Restaurant occupancy costs ..................................................      251,899        245,038
   Other restaurant costs ......................................................      405,365        363,264
   General and administrative ..................................................      280,847        309,892
   Depreciation and amortization ...............................................       48,419         48,419
   Interest ....................................................................           50          1,602
  Impairment of investments (note 1) ...........................................         --           50,000
                                                                                  -----------    -----------
                                                                                    2,152,400      2,295,307
                                                                                  -----------    -----------

Net (loss) before income tax expense ...........................................     (145,994)      (147,312)
Income tax expense (note 2) ....................................................         --             --
                                                                                  -----------    -----------

      Net (loss) ...............................................................     (145,994)   $  (147,312)

Preferred stock dividends ......................................................      (63,750)       (63,750)
                                                                                  -----------    -----------

      Net (loss) applicable to common stockholders .............................  $  (209,744)   $  (211,062)
                                                                                  ===========    ===========

Basic (loss) per common share (note 1) .........................................  $   (0.02)     $     (0.02)
                                                                                  =========      ===========



(Loss) per common share - assuming dilution (note 1) ...........................  $     (0.02)   $     (0.02)
                                                                                  ===========    ===========








                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
 Consolidated Statements of Changes in Stockholders' (Deficiency of Net Assets)
                   For The Years Ended April 30, 2003 and 2002

                                                                                      Series A, 12%
                                                                                   Convertible Cumulative
                                                         Common Stock                 Preferred Stock
                                                           ------------------------------------------------- ----------------------
                                                                                                          Additional
                                                                 Amount           Amount       Paid-in     Accumulated
                                                      Shares     at Par   Shares  at Par       Capital     Deficit           Total
                                                     ----------------------------------------------------------------------------
                                                                                                  


Balances, April 30, 2001 ........................     8,514,459  8,514  53,125 $531,250   $ 5,337,598   $(5,726,305)   $   151,057

For the year ended April 30, 2002

  Dividend on preferred stock
  accrued and unpaid ............................          --     --               --            --         (63,750)       (63,750)

  Subscriptions received, stock unissued (note 8)          --     --               --          55,000          --           55,000

  Net (loss) ....................................          --     --               --            --        (147,312)      (147,312)
-------------------------------------------------   ----------- ------  ---------------   -----------   -----------    -----------

Balances, April 30, 2002 ........................     8,514,459  8,514  53,125 531,250      5,392,598    (5,937,367)        (5,005)

For the year ended April 30, 2003

  Dividend on preferred stock
  accrued and unpaid ............................          --     --               --            --         (63,750)       (63,750)

  Subscriptions received, stock unissued (note 8)          --     --               --           5,000          --            5,000

  Net (loss) ....................................          --     --               --            --        (145,994)      (145,994)
                                                    ----------- ------  ---------------   -----------   -----------    -----------
Balances, April 30, 2003 ........................     8,514,459  8,514  53,125 $531,250   $ 5,397,598   $(6,147,111)   $  (209,749)
                                                    =========== ======  ===============   ===========   ===========    ===========

See notes to consolidated financial statements








                                                                             5
                                                                           ----




                                    CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
                                     Consolidated Statements of Cash Flows
                               Increase (Decrease) in Cash and Cash Equivalents

                                                                                                           Years Ended April 30
                                                                                                           --------------------

                                                                                                               2003         2002
                                                                                                          ---------    ---------
                                                                                                                 
Cash flows from operating activities:
   Net (loss) .........................................................................................   $(145,994)   $(147,312)
   Adjustments to reconcile net (loss) to net
     cash (used) by operating activities:
      Depreciation and amortization ...................................................................      48,419       48,419
      Impairment of investments .......................................................................      50,000
    Changes in assets and liabilities:
         Inventories ..................................................................................       1,805         (499)
         Prepaid expenses .............................................................................       3,253        4,648
         Accounts payable .............................................................................     (22,858)     (38,136)
         Other accrued expenses .......................................................................      (3,510)      (5,689)
         Deferred revenue .............................................................................    (124,871)      60,246
         Deferred lease concession ....................................................................      (4,361)      (4,361)
                                                                                                          ---------    ---------
            Net cash provided (used) by
              operating activities ....................................................................    (248,117)     (32,684)
                                                                                                          ---------    ---------

Cash flows from investing activities:
   Purchases of property and equipment ................................................................      (9,135)     (14,390)
                                                                                                          ---------    ---------

Cash flows from financing activities:
   Subscriptions received, stock unissued  (note 9) ...................................................       5,000       55,000
   Principal payments on capital lease ................................................................      (1,929)     (10,294)
                                                                                                          ---------    ---------
            Net cash provided by financing activities .................................................       3,071       44,706
                                                                                                          ---------    ---------
Net (decrease) in cash and cash equivalents ...........................................................    (254,181)      (2,368)

Cash and cash equivalents at beginning of year ........................................................     449,282      451,650
                                                                                                          ---------    ---------
Cash and cash equivalents at end of year ..............................................................   $ 195,101    $ 449,282
                                                                                                          =========    =========

Supplemental disclosures of cash flow information:
   Cash paid during the year for interest .............................................................   $      50    $   1,602
                                                                                                          =========    =========

Supplemental disclosure of non-cash investing and financing activities:
   Accrued dividend on preferred stock ................................................................   $  63,750    $  63,750
                                                                                                          =========    =========

See notes to consolidated financial statements







                                                                             6

                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                 April 30, 2003


Note 1 - Organization, operations and summary of significant accounting policies
--------------------------------------------------------------------------------

Organization and operations

     Champions Sports, Inc., (Company) a Delaware corporation, promoted a sports
theme restaurant bar concept through Company owned and licensed operations.  The
Company sold the rights to the Champions brand to Marriott  International,  Inc.
(Marriott) and became a licensee of Champions  Sports Bar Restaurants  (note 5).
Substantially all memorabilia sales are to Marriott. At April 30, 2003 and 2002,
respectively, the Company, through its subsidiaries,  owns and licenses, without
any royalty fee, one Champions Sports Bar Restaurant in San Antonio, Texas.

     C.S.B.R.,  Inc.,  (CSBR) and The Been Corporation  (Been) were organized on
June 16, 1989 and October 11, 1989, respectively,  for the purpose of owning and
operating the Champions Sports Bar Restaurant in San Antonio.

     A significant  portion of the Company's  revenues come from the San Antonio
restaurant  where the Company is subject to the  alcoholic  beverage laws of the
State of Texas and the health  regulations  of the City of San Antonio.  Further
this represents a geographic concentration of risk.

Basis of consolidation

     The consolidated  financial  statements include the accounts of the Company
and  its  subsidiaries.   All  material  inter-company  transactions  have  been
eliminated in consolidation.

Property and equipment

     Property and equipment are stated at cost. Depreciation and amortization is
computed  from the date  property is placed in service  using the  straight-line
method over estimated useful lives as follows:
                                                             Life
                                                 -------------------------------

       Furniture and equipment                              5-15 years

       Leasehold improvements                     Remaining term of the lease



     Depreciation expense was $11,150 for each of the years ended April 30, 2003
and 2002.  Amortization  expense was $37,269 for each years ended April 30, 2003
and 2002.  Fully  depreciated  assets in the approximate  amount of $110,000 are
included in property and equipment at April 30, 2003.






                                                                             7

                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                                 April 30, 2003


Note 1 - Organization and summary of significant accounting policies (continued)
--------------------------------------------------------------------------------

Inventories

     Inventories  consist of goods and  supplies  held for sale in the  ordinary
course  of  business  and are  stated at the  lower of cost,  determined  on the
first-in  first-out basis, or market. The components of inventories at April 30,
2003 and 2002, were as follows:

                                                       2003            2002
                                                     ----------    -----------

             Restaurant food and beverage               $17,336       $ 17,535
             Promotional merchandise for sale to
               restaurant customers                       6,414          8,020
                                                     ----------     ----------

                                                        $23,750       $ 25,555
                                                        =======       ========

Net (loss) per share
     Basic  earnings  per common  share is computed by dividing  the net (loss),
adjusted for preferred stock dividends, by the weighted average number of common
shares outstanding during the period.

     The weighted  average number of common shares used to compute  earnings per
share is:

                                     At April 30, 2003
                         (Loss) Available To           Common            Per
                               Common Stockholders     Shares            Share

       Basic (loss) per
         Common Share               $(209,744           8,514,459      $ (.02)
                                    =========           =========

                                    At April 30, 2002
                         (Loss) Available To          Common            Per
                             Common Stockholders      Shares            Share

       Basic (loss) per
         Common Share             $(211,062)            8,514,459      $ (.02)
                                  =========             =========

     The effect of  including  the options in diluted  (loss) per share would be
antidilutive,  and,  therefore,  are not included in the  calculation of diluted
(loss) per share.

Cash and cash equivalents

     The  statements  of cash  flows  are  prepared  on the  basis  of cash  and
equivalents. For purposes of the statements of cash flows, 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 year the Company had amounts on deposit at financial institutions
in excess of federally insured limits.





                                                                              8

                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                                 April 30, 2003


Note 1 - Organization and summary of significant accounting policies (continued)
--------------------------------------------------------------------------------

Income taxes

     To the extent that taxable  income  differs from  financial  reporting  net
income due to temporary differences,  deferred taxes are recognized. The Company
accounts for general business tax credits, if any, by the flow-through method.

Deferred revenue

     Deferred revenue consisted of payments received in advance of revenue being
earned under memorabilia sales agreements.

Financial statement estimates

     The  preparation  of 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,  disclosure of contingent  assets and liabilities at the
date of the financial statements,  and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Fair value of financial instruments

     The carrying amounts of the Company's financial instruments, including cash
and cash equivalents,  accounts payable, and accrued expenses,  approximate fair
values because of the short maturities of these instruments.

During 2002, $50,000 was expensed representing the Company's investment in two
unrelated companies.

Options for Common Stock

     The Company uses the intrinsic  value method to account for options granted
to executive  officers,  directors  and other key  employees for the purchase of
common stock. No compensation  expense is recognized on the grant date, since at
that date,  the option  price  equals or is higher than the market  price of the
underlying  common  stock.  The  Company  discloses  the  pro  forma  effect  of
accounting  for stock  options under the fair value method (note 7). The Company
uses the fair value  method to account for options  granted to advisors  for the
purchase of common stock.




                                                                             9

                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                                 April 30, 2003


Note 2 - Income taxes

     Income tax expense  consists of the following for the years ended April 30,
2003 and 2002:
                                                    2003                 2002
                                               -------------        ------------

         Current                             $             -      $           -
         Deferred                                    (81,085)           (52,140)
         Increase in valuation allowance              81,085             52,140
                                                ------------        ------------
                  Total income tax expense   $             -      $           -
                                             ===============      ==============

Temporary differences, which give rise to deferred tax assets are as follows:

                                                2003                 2002
                                           -------------       -------------

         Deferred tax assets
           Deferred rent concessions        $         -          $     4,387
           Net operating losses available
            for carryforward                  1,524,000            1,623,515
           Depreciation                         229,000               44,013
                                            -----------         ------------
                  Total deferred tax assets   1,753,000            1,671,915
           Valuation allowance               (1,753,000)          (1,671,915)
                                             ----------          -----------
                  Net deferred tax assets   $         -          $         -
                                        ================    =================

A reconciliation of income taxes computed at Federal statutory rates to income
taxes recorded by the Company is as follows:

                                                       Years Ended April 30
                                              -------------------------------
                                                      2003           2002
                                                 -------------  -------------

   Federal income taxes at statutory rate           $  (70,480)   $   (44,606)
   State income taxes net of Federal income
     tax benefit                                        (8,050)        (5,195)
   Effect of non-deductible items                       (2,555)        (2,339)
   Change in valuation allowance                        81,085         52,140
                                                  ------------   ------------
            Total income tax expense           $             -    $         -
                                                ==============  ================









                                                                            10

                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                                 April 30, 2003


Note 2 - Income taxes (continued)

     At April 30, 2003,  the Company has net  operating  loss  carryforwards  of
approximately  $3,910,000  for tax reporting  purposes.  The net operating  loss
carryforwards for income tax purposes expire approximately as follows:

                                            2006         $      137,000
                                            2007                  9,000
                                            2008                561,000
                                            2009              1,004,000
                                            2011              1,915,000
                                            2012                 11,000
                                            2013                 28,000
                                            2020                 33,000
                                            2021                106,000
                                            2022                106,000
                                            2023                156,000
                                                           ------------
                                                            $ 3,910,000

Note 3 - Commitments and contingencies

Operating leases

     The Company leases,  as tenant,  restaurant  space under an operating lease
which expires June 30,2005.  The lease escalates for increases in the landlord's
expenses or for increases in the Consumer Price Index,  and requires  additional
rentals  based on a percentage of restaurant  sales over a defined  amount.  The
lease  grants the Company  certain  concessions,  which are  amortized  to lease
expense over the term of the lease.

     Rental expense charged to expense during the years ended April 30, 2003 and
2002 was  $199,834  and  $214,096,  respectively.  Included in this  expense are
contingent rentals of $7,241 and $11,949 in 2003 and 2002, respectively.  Future
minimum payments under the noncancellable  restaurant lease as of April 30, 2003
are as follows:
                                            2004              $140,159
                                            2005               140,159
                                            2006                23,360
                                                               -------
                                            Total             $303,678
                                                               =======

Note 4 - Capital lease obligation

     The Company leased  equipment under a capital lease.  The equipment cost of
$32,286 was amortized over its useful life, and such  amortization  was included
in the depreciation and  amortization  expense for 2003 and 2002,  respectively.
During 2003, the lease expired and the Company purchased the equipment.





                                                                            11

                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                                 April 30, 2003


Note 5 - Marriott license

     The Company is an exclusive supplier of sports memorabilia and a consultant
to all new  Champions  Sports Bars  located in Marriott and  Renaissance  Hotels
worldwide.  Total annual license and memorabilia  fees under this agreement were
$89,531 and $89,523 for 2003 and 2002, respectively.

Note 6 - Preferred stock

     The Series A preferred  stock  requires a dividend of 12 percent per annum,
and the dividends are cumulative and are to be accrued on the Company's books if
not  paid.  The  dividend  may be paid in  common  stock of the  Company  at the
Company's  discretion.  The number of shares  comprising  the  dividend  paid in
common stock shall be determined by dividing  $1.20 by the closing bid price for
the common stock on the payment date. The Series A preferred  stock is preferred
in  liquidation  or  dissolution  up to the  amount of their par value  ($10 per
share).  The Series A  preferred  stock is  convertible  into 4.71 shares of the
Company's common stock. There were no conversions in 2003 and 2002.

     For each of the eight  fiscal  years  ended  April 30,  2003,  the  Company
deferred  payment of the annual  dividend on the Series A preferred  stock.  The
deferral  was  $63,750,  in both 2003 and 2002.  Preferred  stock  dividends  in
arrears at April 30, 2003 and 2002  aggregated  $575,192  ($10.83 per  preferred
share) and $511,442 ($9.63 per preferred share), respectively.

Note 7 - Common stock options

     Options to purchase a total of 725,000 and 2,225,000 shares of common stock
in 2003 and 2002, respectively, at an exercise price of $0.11 and 460,000 shares
of  common  stock in 2001 at an  exercise  price of $0.28  were  granted  to two
executive officers, other key employees,  directors and advisors of the Company.
All  options  were  issued at market  price or higher on the date of the  grant.
These options expire if not exercised by August 2003 and September 2003. None of
these options have been exercised as of April 30, 2003.

     During fiscal 1993, the Company  adopted a  compensatory  stock option plan
for key employees or consultants of the Company and its subsidiaries.  The total
number of shares of the Company's common stock that may be issued under the plan
is 840,000.  The plan expired on August 2, 2002. No options were exercised under
the plan.





                                                                            12

                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                                 April 30, 2003


Note 7 - Common stock options (continued)

Stock option activity is summarized as follows:

                                                               Weighted Average
                                             Number of Shares     Exercise Price

   Outstanding, April 30, 2001                  3,265,000             $ 0.13
        Granted                                   725,000               0.11
        Expired                                  (550,000)              0.11
        Exercised                                       -
                                         ----------------           --------
   Outstanding, April 30, 2002                  3,440,000               0.13
        Granted                                         -                  -
        Expired                                         -                  -
        Exercised                                       -                  -
                                         ----------------          ---------
   Outstanding, April 30, 2003                  3,440,000             $ 0.13
                                                =========             ======

The following table summarizes information about stock options outstanding and
exercisable at April 30, 2003.

           Outstanding                                       Exercisable
           -------------------------------------------------------------

                                     Weighted                    Weighted
     Option       Number  Weighted    Average       Number        Average
      Price           of   Average   Exercise           of       Exercise
      Range       Shares      Life     Price        Shares          Price
      -----       ------      ----     -----        ------          -----


$0.11- $0.28   3,440,000  4 months      $0.13     3,440,000         $0.13

The following table summarizes information about stock options outstanding and
exercisable at April 30, 2002.

          Outstanding                                       Exercisable
          -------------------------------------------------------------


                                     Weighted                    Weighted
     Option       Number  Weighted    Average       Number        Average
      Price           of   Average   Exercise           of       Exercise
      Range       Shares      Life      Price       Shares          Price
      -----       ------      ----      -----       ------          -----


$0.11- $0.28   3,440,000  1.3 years     $0.13    3,440,000          $0.13




                                                                           13

                     CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                                 April 30, 2003


Note 7 - Common stock options (continued)

     The Company's net (loss) and net (loss) per common share for the year ended
April 30, 2003,  would have been  increased to the pro forma  amounts  indicated
below if  compensation  cost  for the  Company's  stock  option  plans  had been
determined  based on the fair value at the grant  date for awards in  accordance
with the  provisions  of Statement of Financial  Accounting  Standards  No. 123,
Accounting for Stock Based Compensation. 2002


            Net (loss):
                  As reported                                   $(147,312)
                  Pro forma                                     $(232,121)
              Basic (loss) per share:
                  As reported                                      $(.02)
                  Pro forma                                        $(.03)
              Diluted (loss) per share:
                  As reported                                      $(.02)
                  Pro forma                                        $(.03)


     The effect of  including  the options in diluted  (loss) per share would be
antidilutive,  and,  therefore,  are not included in the  calculation of diluted
(loss) per share.

     The fair value of the options granted during 2002 was estimated on the date
of grant using the  Black-Scholes  option  pricing model.  The  weighted-average
assumptions used are as follows:
                                                                     2002

              Expected term                                       2 years
              Expected stock volatility                              172%
              Risk-free interest rate                                2.5%
              Dividend                                              $0.00

     The fair value of the stock  options  granted to advisors of the Company is
immaterial, and has not been included in the financial statements.

     Management  believes  that,  due to the financial  condition of the Company
(note 9), all of the options  outstanding  at April 30, 2003,  have no value and
that they will expire unexercised.







                                                                            14
                   CHAMPIONS SPORTS, INC. AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)
                            April 30, 2003


Note 8 - Stock agreement

     In January 2002, the Company entered into a subscription  agreement to sell
4,000,000 shares of common stock to an unrelated party at $0.125 per share for a
total of $500,000.

     The  purchaser  paid $20,000 at the closing of the agreement and provided a
promissory  note for  $480,000.  The note is  non-interest  bearing and requires
twenty-four  monthly  payments of $20,000 each. The note is secured by the stock
issued and the transfer of such stock is restricted  until the note is paid off.
Certain other restrictions regarding the transfer of the stock also exist.

     The purchaser paid a total of $55,000 during the year ended April 30, 2002,
and $5,000  during the year ended April 30, 2003,  and has  defaulted  under the
payment  terms of the  note.  The  stock  has not been  issued,  and  management
believes the agreement may be cancelled and, therefore, has neither recorded the
note nor issued the stock.

Note 9 - Continued existence

     The Company has experienced net losses for the past two years and, at April
30, 2002.  Current  liabilities  exceed total assets,  which raises  substantial
doubt about the Company's ability to continue as a going concern. In response to
these conditions, management reduced payroll costs at the corporate headquarters
and is actively pursuing mergers and acquisitions.









                                   SIGNATURES


     In accordance  with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
                              CHAMPIONS SPORTS, INC




                                     By: /s/ James E. McCollam
                                     -------------------------
                                            James E. McCollam
                                            Chief Accounting Officer
                                                 and Controller
                                            Date: July 29, 2003

     In  accordance  with the Exchange Act, this report has been signed below by
the following  persons on behalf of the  registrant and in the capacities and on
the dates indicated.

                                      By: /s/ James M. Martell
                                      ------------------------
                                              James M. Martell
                                              Chairman and President
                                              Date: July 29, 2003


                                      By: /s/ Michael M. Tomic
                                      ------------------------
                                              Michael M. Tomic
                                              Director
                                              Date: July 29, 2003

                                      By: /s/ Durwood C. Settles
                                      --------------------------
                                              Durwood C. Settles
                                              Director
                                              Date: July 29, 2003