As filed with the Securities and Exchange Commission on December 23, 1997
                                                    Registration No. 33-
------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                         --------------------------

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

            Delaware                                94-3261987
   (State or other jurisdiction          (IRS Employer Identification No.)
 of incorporation or organization)

                      26203 Production Avenue, Suite 5
                         Hayward, California  94545
             (Address of principal executive offices) (Zip Code)
                               (510) 782-8168
                              ------------------
                               1997 STOCK PLAN
                1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                              ------------------

                               Anthony K. Chan
                           Chief Executive Officer
                                      and
                           Chief Financial Officer
                      26203 Production Avenue, Suite 5
                          Hayward, California 94545
                   (Name and address of agent for service)
                               (510) 782-8168
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                     Proposed       Proposed
   Title of                          Maximum        Maximum
  Securities          Amount         Offering       Aggregate      Amount of
    to be             to be           Price         Offering     Registration
  Registered      Registered(1)    Per Share(2)     Price(2)          Fee
  ----------      -------------    ------------     --------     -------------
  Common Stock       400,000          $7.125       $2,850,000       $840.75
$0.001 par value     shares

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the 1997 Stock Plan and/or 1997
      Non-Employee Directors Stock Option Plan, by reason of any stock dividend,
      stock split, recapitalization or other similar transaction effected
      without the receipt of consideration which results in an increase in the
      number of the outstanding shares of Common Stock of American Champion
      Entertainment, Inc.

                                  Page 1 of 14
<PAGE>


(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling prices per share of Common Stock of American Champion
      Entertainment, Inc. on December 23, 1997, as reported on the Nasdaq
      SmallCap Market.




                            Exhibit Index on Page 10

















                                  Page 2 of 14
<PAGE>

                                  PART II

            Information Required in the Registration Statement

Item No. 3. INCORPORATION OF DOCUMENTS BY REFERENCE

            American Champion Entertainment, Inc. (the "Registrant") hereby 
incorporates by reference into this Registration Statement the following 
documents previously filed with the Securities Exchange Commission ("SEC"):

            (a)   The Registrant's Registration Statement on Form SB-2, as filed
                  with the SEC on July 23, 1997;

            (b)   The Registrant's Quarterly Report on Form 10-QSB for the
                  fiscal quarter ended June 30, 1997;

            (c)   The Registrant's Quarterly Report on Form 10-QSB for the
                  fiscal quarter ended September 30, 1997;

            (d)   The description of the Company's Common Stock included in its
                  Registration Statement on Form 8-A filed with the SEC on July
                  14, 1997, as amended; and

            (e)   Any and all other reports filed under Section 13(a) or 15(d)
                  of the Exchange Act since the end of the most recent fiscal
                  year.

            All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item No. 4. DESCRIPTION OF SECURITIES

            Not Applicable.

Item No. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

            Not Applicable.


                                      II-1

                                  Page 3 of 14
<PAGE>


Item No. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

            As permitted by Section 145 of the Delaware General Corporation Law,
the Certificate of Incorporation and Bylaws of the Registrant provide that: (i)
the Registrant is required to indemnify its directors, officers, employees and
agents and persons serving in such capacities in other business enterprises
(including, for example, subsidiaries of the Registrant) at the Registrant's
request, to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, if such
person acted in good faith and in a reasonable manner reasonably believed to be
in or not opposed to the best interests of the Registrant; (ii) the Registrant
is required to pay the expenses incurred by such directors, officers, employees
and agents in connection with investigating, defending, settling and appealing a
proceeding at reasonable intervals in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
Registrant; (iii) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with such
directors, officers, employees and agents; and (iv) the Registrant may maintain
director and officer liability insurance to the extent reasonably available. The
Registrant has also entered into agreements with its directors and certain of
its officers indemnifying them to the fullest extent permitted by the foregoing.
These indemnification provisions, and the Indemnification Agreements entered
into between the Registrant and its directors and certain of its officers, may
be sufficiently broad to permit indemnification of the Registrants' officers and
directors for liabilities arising under the Securities Act of 1933, as amended.
The Company has purchased and has currently in force a directors' and officers'
liability insurance policy in the face amount of $1,000,000, which covers
certain liabilities of directors and officers arising out of claims based on
certain acts and omissions by them in their capacity as directors and officers.

Item No. 7. EXEMPTION FROM REGISTRATION CLAIMED

            Not Applicable.

Item No. 8. EXHIBITS

EXHIBIT NUMBER    EXHIBIT

     4.1          Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference from Exhibit 3.1 of the
                  Company's Registration Statement on Form SB-2, as amended
                  (333-18967)).





                                      II-2

                                  Page 4 of 14
<PAGE>

     4.2          Bylaws of the Registrant (incorporated by
                  reference from Exhibit 3.2 of the Company's
                  Registration Statement on Form SB-2, as amended
                  (333-18967)).

     4.3          1997 Stock Plan (incorporated by reference from
                  Exhibit 10.1 of the Company's Registration Statement
                  on Form SB-2 (333-18967)).

   4.3.1          First Amendment to 1997 Stock Plan

     4.4          Form of 1997 Stock Plan Stock Option Agreement
                  (incorporated by reference from Exhibit 10.2 of
                  the Company's Registration Statement on Form SB-2
                  (333-18967)).

     4.5          1997 Non-Employee Directors Stock Option Plan
                  (incorporated by reference from Exhibit 10.3 of
                  the Company's Registration Statement on Form SB-2
                  (333-18967)).

     4.6          Form of 1997 Non-Employer Directors Stock Option Agreement
                  (incorporated by reference from Exhibit 10.4 of the Company's
                  Registration Statement on
                  Form SB-2 (333-18967)).

     5.1          Opinion of Sheppard, Mullin, Richter & Hampton LLP.

    23.1          Consent of Moore Stephens, P.C. - Independent
                  Auditors.

    23.2          Consent of Sheppard, Mullin, Richter & Hampton LLP is
                  contained in Exhibit 5.1.

    24.1          Power of Attorney (included in the Signature
                  Page).


Item No. 9. UNDERTAKINGS

      (1)   The Registrant hereby undertakes:

            (a)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   To include any prospectus required by
                        Section 10(a)(3) of the Securities Act of
                        1933;

                 (ii)   To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)



                                      II-3

                                  Page 5 of 14
<PAGE>


                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective registration
                        statement.

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

                  Provided, however, that Paragraphs (1)(a)(i) and (1)(a)(ii) do
                  not apply if the Registration Statement is on Form S-3 or Form
                  S-8 and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Registration Statement.

            (b)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (c)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.



                                      II-4

                                  Page 6 of 14
<PAGE>

      (2)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 (and, where
            applicable, each filing of an employee benefit plan's annual report
            pursuant to Section 15(d) of the Securities Exchange Act of 1934)
            that is incorporated by reference in the Registration Statement
            shall be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof.

      (3)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for indemnification against such liabilities
            (other than the payment by the Registrant of expenses incurred or
            paid by a director, officer or controlling person of the Registrant
            in the successful defense of any action, suit or proceeding) is
            asserted by such director, officer or controlling person in
            connection with the securities being registered, the Registrant
            will, unless in the opinion of its counsel the matter has been
            settled by controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is
            against public policy as expressed in the Securities Act of 1933 and
            will be governed by the final adjudication of such issue.

                                 SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Hayward, State of California, on this
23rd day of December, 1997.



                              AMERICAN CHAMPION ENTERTAINMENT, INC.


                              By: /s/ Anthony K. Chan
                                  ----------------------------------- 
                                  Anthony K. Chan
                                  Chief Executive Officer
                                  and Chief Financial Officer




                                      II-5

                                  Page 7 of 14
<PAGE>


                              POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

            That the undersigned officers and directors of American Champion
Entertainment, Inc., a Delaware corporation, do hereby constitute and appoint
Anthony K. Chan the lawful attorney in-fact and agent with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that said attorney and agent, shall do or cause to be done by virtue thereof.
This Power of Attorney may be signed in several counterparts.

            IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.


SIGNATURE                        TITLE                           DATE
---------                        -----                           ----


/s/ George Chung           Chairman of the Board             December 15, 1997
----------------           and Director
George Chung        


/s/Anthony K. Chan         Chief Executive Officer,          December 15, 1997
-----------------          Chief Financial Officer,          
Anthony K. Chan            Secretary and Director
                           (principal executive
                           officer and principal
                           financial officer)


                                      II-6

                                  Page 8 of 14
<PAGE>


/s/ Don Berryessa          Vice President, Assistant         December 15, 1997
-----------------          Secretary and Director
Don Berryessa 


/s/ Mae Lyn Woo            Controller (principal             December 15, 1997
---------------            accounting officer)           
Mae Lyn Woo                                                 


/s/ Jan Hutchins           Director                          December 15, 1997
----------------                                             
Jan Hutchins


/s/ William Duffy          Director                          December 15, 1997
-----------------                                            
William Duffy


/s/ Alan Elks              Director                          December 15, 1997
----------------                                             
Alan Elks


/s/ Ronnie Lott            Director                          December 15, 1997
----------------                                             
Ronnie Lott









                                      II-7

                                  Page 9 of 14
<PAGE>

                                  EXHIBIT INDEX

    Exhibit
    Number          Exhibit                                                Page
--------------------------------------------------------------------------------
     4.1            Amended and Restated Certificate of
                    Incorporation of the Registrant (incorporated
                    by reference from Exhibit 3.1 of the Company's
                    Registration Statement on Form SB-2, as
                    amended  (333-18967)).

     4.2            Bylaws of the Registrant (incorporated by
                    reference from Exhibit 3.2 of the Company's
                    Registration Statement on Form SB-2 (333-18967)).

     4.3            1997 Stock Plan (incorporated by reference from 
                    Exhibit 10.1 of the Company's Registration
                    Statement on Form SB-2 (333-18967)).

     4.3.1          First Amendment to 1997 Stock Plan                     11

     4.4            Form of Employee Stock Purchase Plan Stock
                    Purchase Agreement (incorporated by reference
                    from Exhibit 10.2 of the Company's Registration
                    Statement on Form SB-2 (333-18967)).

     4.5            1997 Non-employee Directors Stock Option Plan
                    (incorporated by reference from Exhibit 10.3
                    of the Company's Registration Statement on 
                    Form SB-2 (333-18967)).

     4.6            Form of 1997 Non-Employee Directors Stock
                    Option Agreement (incorporated by reference from
                    Exhibit 10.4 of the  Company's Registration
                    Statement on Form SB-2 (333-18967)).

     5.1            Opinion of Sheppard, Mullin, Richter &
                    Hampton LLP.                                           12

     23.1           Consent of Moore Stephens, P.C. - Independent
                    Auditors.                                              14

     23.2           Consent of  Sheppard, Mullin, Richter & Hampton
                    is contained in Exhibit 5.1

     24.1           Power of Attorney (included in the Signature
                    Page).



                                 Page 10 of 14
<PAGE>

                                  EXHIBIT 4.3.1

                               FIRST AMENDMENT TO
                             THE 1997 STOCK PLAN OF
                      AMERICAN CHAMPION ENTERTAINMENT, INC.


            Effective as of December 15, 1997, American Champion Entertainment,
Inc.'s (the "Company") 1997 Stock Plan is amended by deleting paragraph 11,
which states:

            "11. Change of Control. Upon the occurrence of an event constituting
            a Change of Control, the following transactions, in the sole
            discretion of the Committee, may be triggered: (i) all Options and
            Stock Appreciation Rights shall become immediately exercisable in
            full for the remainder of their term; and (ii) restrictions on
            alienation or hypothecation of Stock granted pursuant to a
            Restricted Stock Award shall lapse and in such case the Participant
            shall be issued Stock certificates free of any such restrictions."

            Such provision is replaced with:

                          "11. INTENTIONALLY OMITTED."

            Except as expressly provided for in this Amendment, the Company's
1997 Stock Plan remains in full force and effect.













                                 Page 11 of 14
<PAGE>




                                   EXHIBIT 5.1

                     SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
                                Attorneys At Law
                               Forty-Eighth Floor
                              333 South Hope Street
                       Los Angeles, California 90071-1448
                            Telephone (213) 620-1780
                                       ---
                            Facsimile (213) 620-1398

                               December 23, 1997



American Champion Entertainment, Inc.
26203 Production Ave., Suite 5
Hayward, CA 94545

Ladies and Gentlemen:

      We have acted as counsel to American Champion Entertainment, Inc. (the
"Company"). This opinion is rendered in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the offer of up to 400,000
shares of Common Stock of the Company, to be issued pursuant to the Company's
Employee 1997 Stock Plan (the "Plan") and 1997 Non-Employee Director Stock
Option Plan ("Non-Employee Plan" and collectively, the "Plans").

      In the preparation of this opinion, we have examined originals or copies
of such documents as we have deemed necessary or advisable in order to render
the opinion set forth below. In rendering the opinion set forth below, we have
assumed:

      a. The genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies, and the authenticity of all such originals.

      b. The due authorization, execution and delivery of the Registration
Statement and the documents and instruments referred to therein by and on behalf
of all parties thereto.

      c. The issuance of Common Stock in accordance with the terms of the Plans
and agreements thereunder.

      On the basis of the foregoing and subject to the qualifications and
limitations set forth below, it is our opinion that the Common Stock covered by
the Registration Statement to be issued by the Company, when issued and paid for
in accordance with the Plans, will be legally issued, fully paid and
nonassessable.


                                Page 1 of Exh. 5.1

                                 Page 12 of 14
<PAGE>



      This opinion speaks only as of the date hereof and is based solely upon
the existing laws of the United States and the State of California, and the
General Corporation Law of the State of Delaware, and we express no opinion, and
none should be inferred, as to any other laws.

      This opinion may not be relied upon by any other person or for any other
purpose, nor may it be quoted from or referred to, or copies delivered to any
other person, without our prior written consent. We hereby consent to the
inclusion of this opinion as an exhibit in the Registration Statement.


                                  Respectfully submitted,


                                  /s/Sheppard, Mullin, Richter & Hampton LLP






                                Page 2 of Exh. 5.1

                                 Page 13 of 14
<PAGE>


                                EXHIBIT 23.1







                       CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS


      We consent to the incorporation by reference in this Registration
Statement of American Champion Entertainment, Inc. on Form S-8 of our report
dated February 5, 1997, on our audit of the balance sheet of American Champion
Entertainment, Inc. and of our report dated January 31, 1997 of our audits of
the financial statements of America's Best Karate.




                                        /s/ Moore Stephens, P.C.
                                        MOORE STEPHENS, P.C.
                                        Certified Public Accountants

Cranford, New Jersey
December 23, 1997









                                 Page 14 of 14
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 27797}]
{"company-data": {"conformed-name": "AMERICAN CHAMPION ENTERTAINMENT INC", "cik": "0001034840", "assigned-sic": "7812", "irs-number": "943261987", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43161", "film-number": "97743785"}, "business-address": {"street1": "26203 PRODUCTION AVENUE", "street2": "SUITE 5", "city": "HAYWARD", "state": "CA", "zip": "94545", "phone": "5107858750"}, "mail-address": {"street1": "26203 PRODUCTION AVENUE", "street2": "SUITE 5", "city": "HAYWARD", "state": "CA", "zip": "94545"}}
As filed with the Securities and Exchange Commission on December 23, 1997
                                                    Registration No. 33-
------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                         --------------------------

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

            Delaware                                94-3261987
   (State or other jurisdiction          (IRS Employer Identification No.)
 of incorporation or organization)

                      26203 Production Avenue, Suite 5
                         Hayward, California  94545
             (Address of principal executive offices) (Zip Code)
                               (510) 782-8168
                              ------------------
                               1997 STOCK PLAN
                1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                              ------------------

                               Anthony K. Chan
                           Chief Executive Officer
                                      and
                           Chief Financial Officer
                      26203 Production Avenue, Suite 5
                          Hayward, California 94545
                   (Name and address of agent for service)
                               (510) 782-8168
        (Telephone number, including area code, of agent for service)

                       CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                     Proposed       Proposed
   Title of                          Maximum        Maximum
  Securities          Amount         Offering       Aggregate      Amount of
    to be             to be           Price         Offering     Registration
  Registered      Registered(1)    Per Share(2)     Price(2)          Fee
  ----------      -------------    ------------     --------     -------------
  Common Stock       400,000          $7.125       $2,850,000       $840.75
$0.001 par value     shares

(1)   This Registration Statement shall also cover any additional shares of
      Common Stock which become issuable under the 1997 Stock Plan and/or 1997
      Non-Employee Directors Stock Option Plan, by reason of any stock dividend,
      stock split, recapitalization or other similar transaction effected
      without the receipt of consideration which results in an increase in the
      number of the outstanding shares of Common Stock of American Champion
      Entertainment, Inc.

                                  Page 1 of 14
(2)   Calculated solely for purposes of this offering under Rule 457(h) of the
      Securities Act of 1933, as amended, on the basis of the average of the
      high and low selling prices per share of Common Stock of American Champion
      Entertainment, Inc. on December 23, 1997, as reported on the Nasdaq
      SmallCap Market.

                            Exhibit Index on Page 10

                                  Page 2 of 14
PART II

            Information Required in the Registration Statement

Item No. 3. INCORPORATION OF DOCUMENTS BY REFERENCE

            American Champion Entertainment, Inc. (the "Registrant") hereby 
incorporates by reference into this Registration Statement the following 
documents previously filed with the Securities Exchange Commission ("SEC"):

            (a)   The Registrant's Registration Statement on Form SB-2, as filed
                  with the SEC on July 23, 1997;

            (b)   The Registrant's Quarterly Report on Form 10-QSB for the
                  fiscal quarter ended June 30, 1997;

            (c)   The Registrant's Quarterly Report on Form 10-QSB for the
                  fiscal quarter ended September 30, 1997;

            (d)   The description of the Company's Common Stock included in its
                  Registration Statement on Form 8-A filed with the SEC on July
                  14, 1997, as amended; and

            (e)   Any and all other reports filed under Section 13(a) or 15(d)
                  of the Exchange Act since the end of the most recent fiscal
                  year.

            All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.

Item No. 4. DESCRIPTION OF SECURITIES

            Not Applicable.

Item No. 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

            Not Applicable.

                                      II-1

                                  Page 3 of 14
Item No. 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

            As permitted by Section 145 of the Delaware General Corporation Law,
the Certificate of Incorporation and Bylaws of the Registrant provide that: (i)
the Registrant is required to indemnify its directors, officers, employees and
agents and persons serving in such capacities in other business enterprises
(including, for example, subsidiaries of the Registrant) at the Registrant's
request, to the fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be discretionary, if such
person acted in good faith and in a reasonable manner reasonably believed to be
in or not opposed to the best interests of the Registrant; (ii) the Registrant
is required to pay the expenses incurred by such directors, officers, employees
and agents in connection with investigating, defending, settling and appealing a
proceeding at reasonable intervals in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
Registrant; (iii) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with such
directors, officers, employees and agents; and (iv) the Registrant may maintain
director and officer liability insurance to the extent reasonably available. The
Registrant has also entered into agreements with its directors and certain of
its officers indemnifying them to the fullest extent permitted by the foregoing.
These indemnification provisions, and the Indemnification Agreements entered
into between the Registrant and its directors and certain of its officers, may
be sufficiently broad to permit indemnification of the Registrants' officers and
directors for liabilities arising under the Securities Act of 1933, as amended.
The Company has purchased and has currently in force a directors' and officers'
liability insurance policy in the face amount of $1,000,000, which covers
certain liabilities of directors and officers arising out of claims based on
certain acts and omissions by them in their capacity as directors and officers.

Item No. 7. EXEMPTION FROM REGISTRATION CLAIMED

            Not Applicable.

Item No. 8. EXHIBITS

EXHIBIT NUMBER    EXHIBIT

     4.1          Amended and Restated Certificate of Incorporation of the
                  Registrant (incorporated by reference from Exhibit 3.1 of the
                  Company's Registration Statement on Form SB-2, as amended
                  (333-18967)).

                                      II-2

                                  Page 4 of 14
4.2          Bylaws of the Registrant (incorporated by
                  reference from Exhibit 3.2 of the Company's
                  Registration Statement on Form SB-2, as amended
                  (333-18967)).

     4.3          1997 Stock Plan (incorporated by reference from
                  Exhibit 10.1 of the Company's Registration Statement
                  on Form SB-2 (333-18967)).

   4.3.1          First Amendment to 1997 Stock Plan

     4.4          Form of 1997 Stock Plan Stock Option Agreement
                  (incorporated by reference from Exhibit 10.2 of
                  the Company's Registration Statement on Form SB-2
                  (333-18967)).

     4.5          1997 Non-Employee Directors Stock Option Plan
                  (incorporated by reference from Exhibit 10.3 of
                  the Company's Registration Statement on Form SB-2
                  (333-18967)).

     4.6          Form of 1997 Non-Employer Directors Stock Option Agreement
                  (incorporated by reference from Exhibit 10.4 of the Company's
                  Registration Statement on
                  Form SB-2 (333-18967)).

     5.1          Opinion of Sheppard, Mullin, Richter & Hampton LLP.

    23.1          Consent of Moore Stephens, P.C. - Independent
                  Auditors.

    23.2          Consent of Sheppard, Mullin, Richter & Hampton LLP is
                  contained in Exhibit 5.1.

    24.1          Power of Attorney (included in the Signature
                  Page).

Item No. 9. UNDERTAKINGS

      (1)   The Registrant hereby undertakes:

            (a)   To file, during any period in which offers or sales are being
                  made, a post-effective amendment to this Registration
                  Statement:

                  (i)   To include any prospectus required by
                        Section 10(a)(3) of the Securities Act of
                        1933;

                 (ii)   To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)

                                      II-3

                                  Page 5 of 14
which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective registration
                        statement.

                (iii)   To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

                  Provided, however, that Paragraphs (1)(a)(i) and (1)(a)(ii) do
                  not apply if the Registration Statement is on Form S-3 or Form
                  S-8 and the information required to be included in a
                  post-effective amendment by those paragraphs is contained in
                  periodic reports filed with or furnished to the Commission by
                  the Registrant pursuant to Section 13 or Section 15(d) of the
                  Securities Exchange Act of 1934 that are incorporated by
                  reference in the Registration Statement.

            (b)   That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

            (c)   To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

                                      II-4

                                  Page 6 of 14
(2)   The undersigned Registrant hereby undertakes that, for purposes of
            determining any liability under the Securities Act of 1933, each
            filing of the Registrant's annual report pursuant to Section 13(a)
            or Section 15(d) of the Securities Exchange Act of 1934 (and, where
            applicable, each filing of an employee benefit plan's annual report
            pursuant to Section 15(d) of the Securities Exchange Act of 1934)
            that is incorporated by reference in the Registration Statement
            shall be deemed to be a new registration statement relating to the
            securities offered therein, and the offering of such securities at
            that time shall be deemed to be the initial bona fide offering
            thereof.

      (3)   Insofar as indemnification for liabilities arising under the
            Securities Act of 1933 may be permitted to directors, officers and
            controlling persons of the Registrant pursuant to the foregoing
            provisions, or otherwise, the Registrant has been advised that in
            the opinion of the Securities and Exchange Commission such
            indemnification is against public policy as expressed in the
            Securities Act of 1933 and is, therefore, unenforceable. In the
            event that a claim for indemnification against such liabilities
            (other than the payment by the Registrant of expenses incurred or
            paid by a director, officer or controlling person of the Registrant
            in the successful defense of any action, suit or proceeding) is
            asserted by such director, officer or controlling person in
            connection with the securities being registered, the Registrant
            will, unless in the opinion of its counsel the matter has been
            settled by controlling precedent, submit to a court of appropriate
            jurisdiction the question whether such indemnification by it is
            against public policy as expressed in the Securities Act of 1933 and
            will be governed by the final adjudication of such issue.

                                 SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Hayward, State of California, on this
23rd day of December, 1997.

                              AMERICAN CHAMPION ENTERTAINMENT, INC.

                              By: /s/ Anthony K. Chan
                                  ----------------------------------- 
                                  Anthony K. Chan
                                  Chief Executive Officer
                                  and Chief Financial Officer

                                      II-5

                                  Page 7 of 14
POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

            That the undersigned officers and directors of American Champion
Entertainment, Inc., a Delaware corporation, do hereby constitute and appoint
Anthony K. Chan the lawful attorney in-fact and agent with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorney and agent, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that said attorney and agent, shall do or cause to be done by virtue thereof.
This Power of Attorney may be signed in several counterparts.

            IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.

            Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.

SIGNATURE                        TITLE                           DATE
---------                        -----                           ----

/s/ George Chung           Chairman of the Board             December 15, 1997
----------------           and Director
George Chung        

/s/Anthony K. Chan         Chief Executive Officer,          December 15, 1997
-----------------          Chief Financial Officer,          
Anthony K. Chan            Secretary and Director
                           (principal executive
                           officer and principal
                           financial officer)

                                      II-6

                                  Page 8 of 14
/s/ Don Berryessa          Vice President, Assistant         December 15, 1997
-----------------          Secretary and Director
Don Berryessa 

/s/ Mae Lyn Woo            Controller (principal             December 15, 1997
---------------            accounting officer)           
Mae Lyn Woo                                                 

/s/ Jan Hutchins           Director                          December 15, 1997
----------------                                             
Jan Hutchins

/s/ William Duffy          Director                          December 15, 1997
-----------------                                            
William Duffy

/s/ Alan Elks              Director                          December 15, 1997
----------------                                             
Alan Elks

/s/ Ronnie Lott            Director                          December 15, 1997
----------------                                             
Ronnie Lott

                                      II-7

                                  Page 9 of 14
EXHIBIT INDEX

    Exhibit
    Number          Exhibit                                                Page
--------------------------------------------------------------------------------
     4.1            Amended and Restated Certificate of
                    Incorporation of the Registrant (incorporated
                    by reference from Exhibit 3.1 of the Company's
                    Registration Statement on Form SB-2, as
                    amended  (333-18967)).

     4.2            Bylaws of the Registrant (incorporated by
                    reference from Exhibit 3.2 of the Company's
                    Registration Statement on Form SB-2 (333-18967)).

     4.3            1997 Stock Plan (incorporated by reference from 
                    Exhibit 10.1 of the Company's Registration
                    Statement on Form SB-2 (333-18967)).

     4.3.1          First Amendment to 1997 Stock Plan                     11

     4.4            Form of Employee Stock Purchase Plan Stock
                    Purchase Agreement (incorporated by reference
                    from Exhibit 10.2 of the Company's Registration
                    Statement on Form SB-2 (333-18967)).

     4.5            1997 Non-employee Directors Stock Option Plan
                    (incorporated by reference from Exhibit 10.3
                    of the Company's Registration Statement on 
                    Form SB-2 (333-18967)).

     4.6            Form of 1997 Non-Employee Directors Stock
                    Option Agreement (incorporated by reference from
                    Exhibit 10.4 of the  Company's Registration
                    Statement on Form SB-2 (333-18967)).

     5.1            Opinion of Sheppard, Mullin, Richter &
                    Hampton LLP.                                           12

     23.1           Consent of Moore Stephens, P.C. - Independent
                    Auditors.                                              14

     23.2           Consent of  Sheppard, Mullin, Richter & Hampton
                    is contained in Exhibit 5.1

     24.1           Power of Attorney (included in the Signature
                    Page).

                                 Page 10 of 14
EXHIBIT 4.3.1

                               FIRST AMENDMENT TO
                             THE 1997 STOCK PLAN OF
                      AMERICAN CHAMPION ENTERTAINMENT, INC.

            Effective as of December 15, 1997, American Champion Entertainment,
Inc.'s (the "Company") 1997 Stock Plan is amended by deleting paragraph 11,
which states:

            "11. Change of Control. Upon the occurrence of an event constituting
            a Change of Control, the following transactions, in the sole
            discretion of the Committee, may be triggered: (i) all Options and
            Stock Appreciation Rights shall become immediately exercisable in
            full for the remainder of their term; and (ii) restrictions on
            alienation or hypothecation of Stock granted pursuant to a
            Restricted Stock Award shall lapse and in such case the Participant
            shall be issued Stock certificates free of any such restrictions."

            Such provision is replaced with:

                          "11. INTENTIONALLY OMITTED."

            Except as expressly provided for in this Amendment, the Company's
1997 Stock Plan remains in full force and effect.

                                 Page 11 of 14
EXHIBIT 5.1

                     SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
                                Attorneys At Law
                               Forty-Eighth Floor
                              333 South Hope Street
                       Los Angeles, California 90071-1448
                            Telephone (213) 620-1780
                                       ---
                            Facsimile (213) 620-1398

                               December 23, 1997

American Champion Entertainment, Inc.
26203 Production Ave., Suite 5
Hayward, CA 94545

Ladies and Gentlemen:

      We have acted as counsel to American Champion Entertainment, Inc. (the
"Company"). This opinion is rendered in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended, relating to the offer of up to 400,000
shares of Common Stock of the Company, to be issued pursuant to the Company's
Employee 1997 Stock Plan (the "Plan") and 1997 Non-Employee Director Stock
Option Plan ("Non-Employee Plan" and collectively, the "Plans").

      In the preparation of this opinion, we have examined originals or copies
of such documents as we have deemed necessary or advisable in order to render
the opinion set forth below. In rendering the opinion set forth below, we have
assumed:

      a. The genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as copies, and the authenticity of all such originals.

      b. The due authorization, execution and delivery of the Registration
Statement and the documents and instruments referred to therein by and on behalf
of all parties thereto.

      c. The issuance of Common Stock in accordance with the terms of the Plans
and agreements thereunder.

      On the basis of the foregoing and subject to the qualifications and
limitations set forth below, it is our opinion that the Common Stock covered by
the Registration Statement to be issued by the Company, when issued and paid for
in accordance with the Plans, will be legally issued, fully paid and
nonassessable.

                                Page 1 of Exh. 5.1

                                 Page 12 of 14
This opinion speaks only as of the date hereof and is based solely upon
the existing laws of the United States and the State of California, and the
General Corporation Law of the State of Delaware, and we express no opinion, and
none should be inferred, as to any other laws.

      This opinion may not be relied upon by any other person or for any other
purpose, nor may it be quoted from or referred to, or copies delivered to any
other person, without our prior written consent. We hereby consent to the
inclusion of this opinion as an exhibit in the Registration Statement.

                                  Respectfully submitted,

                                  /s/Sheppard, Mullin, Richter & Hampton LLP

                                Page 2 of Exh. 5.1

                                 Page 13 of 14
EXHIBIT 23.1

                       CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

      We consent to the incorporation by reference in this Registration
Statement of American Champion Entertainment, Inc. on Form S-8 of our report
dated February 5, 1997, on our audit of the balance sheet of American Champion
Entertainment, Inc. and of our report dated January 31, 1997 of our audits of
the financial statements of America's Best Karate.

                                        /s/ Moore Stephens, P.C.
                                        MOORE STEPHENS, P.C.
                                        Certified Public Accountants

Cranford, New Jersey
December 23, 1997

                                 Page 14 of 14