American Champion Entertainment, Inc.
Ticker:ACEI 26203 Production Avenue, Suite 5
Exchange:NASDAQ-Small Cap Market Hayward, CA 94545
Industry:Service (SIC Code 7812) (510) 782-8168

Offering Information
Type of Shares:Common Shares Filing Date:3/21/97
U.S. Shares:1,300,000 Offer Date:7/30/97
Non-U.S. Shares:0 Filing Price:$5.00
Primary Shares:1,300,000 Offer Price:$5.00
Secondary Shares:0 Gross Spread:$0.50
Offering Amount: $6,500,000 Selling:$0.25
Expenses:$700,000 Reallowance:$0.10
Shares Out After:3,544,671

Primary Underwriting Group
ManagerTierPhone
Dalton Kent Securities Group, Inc.Lead Manager
Sharpe Capital, Inc.Co-manager (212) 791-5590

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Sheppard, Mullin, Richter & Hampton
Bank's Law Firm: Singe Zamansky LLP

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 12/31/96
Revenue:$1.12Assets:$0.97
Net Income:$0.07Curr Assets:
EPS:$0.03Liabilities:$1.97
Prior EPS:-$0.26Curr Liabilities:
Cash Flow/Oper:-$0.55Equity:-$1.00
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a development stage company with respect to various media projects. These projects include 1) the development, production and marketing of "Adventures with Kanga Roddy," a television program aimed at pre-school and primary school children, 2) the licensing of merchandising rights related to the Kanga Roddy Series, and 3) the development, production and marketing of various video tapes, audio tapes and workbooks that specialize in fitness information. The company also operates a chain of karate schools with eight locations in the San Francisco Bay area and two locations in Las Vegas. The co-founders of the company, George Chung and Anthony Chan, are both members of the Karate Black Belt Hall of Fame. The experiences of Messrs. Chung and Chan with the martial arts, and the values and disciplines they promote, were the inspiration for the company's decision to pursue its media projects, all of which are based on such martial arts values and disciplines.

Use of Proceeds
The proceeds from the proposed offering will be used to complete production of the next 12 episodes of the Kanga Roddy Series, to repay debt, for general corporate purposes including the funding of the company's recission offer, the hiring of additional management personnel, relocation of the company's headquarters and other general corporate purposes.

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