10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

Mark One

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 2009

OR

o 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 BIOTECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	52-1401755
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

855 N. Wolfe Street, Suite 619, Baltimore, MD 21205

(Address of principal executive offices, including zip code)

1400 N. 14^th Street, Arlington, VA 22209

(Former address of principal executive offices)

(410) 369-0365

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $.001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, or in any definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this form 10-K. o

Indicated by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):.

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(do not check if a smaller reporting company)

Indicate by check mark whether the registration is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The Company’s common stock is listed on the Over-The-Counter Bulletin Board under the stock ticker symbol “CSBR.” The aggregate market value of the registrant’s common stock held by non-affiliates of the Registrant based on the average bid and asked price on October 31, 2008, was approximately $5,175,000.

As of August 19, 2009, the Registrant had a total of 32,615,185 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

PART I
Disclosure Regarding Forward-Looking Statements	3
Item 1. Business	3
Item 1A. Risk Factors	6
Item 2. Properties	12
Item 3. Legal Proceedings	12
Item 4. Submission of Matters to a Vote of Security Holders	12
PART II
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	13
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 8. Financial Statements and Supplementary Data	19
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A(T). Controls and Procedures	19
Item 9B. Other Information	21
PART III
Item 10. Directors, Executive Officers and Corporate Governance	22
Item 11. Executive Compensation	25
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27
Item 13. Certain Relationships and Related Transactions, and Director Independence	28
Item 14. Principal Accountant Fees and Services	29
PART IV
Item 15. Exhibits and Financial Statement Schedules	30
Signatures	31
Financial Statements	F-1
Exhibit 3.1
Exhibit 3.2
Exhibit 10.4
Exhibit 10.5
Exhibit 10.6
Subsidiaries of the Registrant
Rule 13a-14(a)/15d-14a(a) Certification of Principal Executive Officer
Rule 13a-14(a)/15d-14a(a) Certification of Chief Financial Officer
Section 1350 Certifications

2

As used in this Annual Report on Form 10-K, “Champions Biotechnology,” “Champions,” “Company,”, “we,” “ours,” and “us” refer to Champions Biotechnology, Inc. and its subsidiaries, except where the context otherwise requires or as otherwise indicated.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (“Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (“Exchanges Act”) that inherently involve risk and uncertainties. The Company generally uses words such as “believe,” “may,” “could,” “will,” “intend,” “estimate,” “expect,” “anticipate,” “plan,” “likely,” “should” and similar expressions to identify forward-looking statements. Forward-looking statements in this Annual Report include statements about our business strategies and product and services development activities, including the anticipated benefits and risks associated with those strategies as well as statements about the sufficiency of our capital resources. One should not place undue reliance on these forward-looking statements. The Company’s actual results could differ materially from those anticipated in the forward-looking statements. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made, and the Company’s future results, levels of activity, performance or achievements may not meet these expectations. The Company does not intend to update any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in the Company’s expectations, except as required by law. As a result of these and other factors, our stock price may fluctuate dramatically.

PART I

Item 1. Business

Development of Business

Champions Biotechnology, Inc. was incorporated as a merger and acquisition company 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 and shortly thereafter acquired the world-wide rights to the Champions sports theme restaurant concept and changed its name to “Champions Sports, Inc.” In 1997, the Company sold its Champions service mark and concept to Marriott International, Inc. and until 2005, was a consultant to Marriott International, Inc. and operated one Champions Sports Bar Restaurant. In January 2007, the Company changed its business direction to focus on biotechnology and subsequently changed its name to Champions Biotechnology, Inc. In February 2007, the Company acquired the patent rights to two Benzoylphenylurea (BPU) sulfur analog compounds (SG410). On May 18, 2007, the Company acquired Biomerk, Inc. by issuing 4,000,000 unregistered shares of our common stock. On April 30, 2008, the Company issued 1,428,572 unregistered shares of our common stock at $1.75 per share pursuant to the terms of a private investment financing. In March 2009, the Company formed Champions Biotechnology UK, Limited, a wholly owned subsidiary, in order to establish a marketing operation in the United Kingdom and Israel.

Current Business

The Company is engaged in the development of advanced preclinical platforms and predictive tumor specific data to enhance and accelerate the value of oncology drugs. The Company’s preclinical platform is a novel approach based upon the implantation of primary human tumors in immune deficient mice followed by propagation of the resulting xenografts (Biomerk Tumorgrafts™) in a manner that preserves the biological characteristics of the original human tumor. The Company believes that Biomerk Tumorgrafts closely reflect human cancer biology and their response to drugs is more predictive of clinical outcomes in cancer patients. The Company is building its Biomerk Tumorgraft platform through the procurement, development and characterization of numerous Tumorgrafts within several types of cancers. Tumorgrafts are procured through agreements with institutions in the United States and Europe and developed and tested through agreement with a U.S. based preclinical contract research organization.

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We intend to leverage our preclinical platform to evaluate and to develop a portfolio of oncology drug candidates through preclinical trials. The Company then plans to sell, partner or license such drug candidates to pharmaceutical and/or biotechnology companies. We believe this strategy will enable the Company to leverage the competencies of these partners to maximize the Company’s return on investment in a shorter time frame than traditional drug development. The Company believes that the use of our Tumorgraft models in the preclinical development of oncology drugs is unlike that of many other biotechnology companies that look to bring the process of drug development through all phases of discovery, development, regulatory approvals, and marketing. Our model does not requires a very large financial commitment or a long development period, typically more than a decade, to realize a return on our drug candidate investments. Thus far we have acquired two oncology drug candidates of which we have begun preclinical development through the use of contract facilities on the most promising candidate, SG410. We have secured a preclinical supply of SG410, more recently developed a soluble form of the compound and plan to evaluate its efficacy in Biomerk Tumorgrafts from several cancer types. The Company recently entered into a Joint Development and Licensing Agreement with a third party for the development of a soluble form of SG410. Under this Agreement, the third party is entitled to milestone payments upon the success of certain regulatory approvals and royalty payments on net sales of the licensed product. If results are promising it is our intention to continue preclinical development and then sell, partner or license SG410 for its remaining clinical development.

The Company also offers its Biomerk Tumorgraft predictive preclinical platform and tumor specific data to other biotechnology and pharmaceutical companies to provide information that may enhance their drug development pipeline through the evaluation of oncology drugs in a platform that integrates predictive testing with biomarker discovery. We provide Personalized Oncology Services (“POS”) to physicians in the field of oncology by establishing and administering expert medical information panels for their patients to analyze medical records and test results, to assist in understanding conventional and experimental options and to identify and arrange for testing, analysis and study of the patients’ cancer tissues, as appropriate. Additionally, Champions offers Personalized Tumorgraft™ development and drug studies as part of its POS whereby physicians can evaluate the effects of cancer therapies on their patients’ tumorgrafts enabling them to better select treatment regimens that may be most efficacious to the patient. In the year ended April 30, 2009, our revenues from POS grew 134%.

During the fiscal year ended April 30, 2009, we began to offer leading pharmaceutical and biotechnology companies the benefits of our Biomerk Tumorgrafts for their preclinical evaluation programs. Our Preclinical eValuation services may be predictive of clinical outcomes and may provide for a faster and less expensive path for drug approval. These services utilize Biomerk Tumorgrafts to evaluate tumor sensitivity/resistance to various single and combination standard and novel chemotherapy agents. The Preclinical eValuation services we offer also include biomarker discovery and the identification of novel drug combinations. In the fourth quarter of fiscal year 2008, the Company established an agreement with a leading drug development company (“The Drug Company”) for the preclinical evaluation of certain therapeutic antibodies in the drug company’s clinical development pipeline. As part of the agreement, The Drug Company will utilize our Biomerk Tumorgrafts in the initial preclinical evaluation. We are currently providing services or in discussions to provide Preclinical eValuation services to a number of other companies. During fiscal year 2009, the Company continued to expand its Preclinical eValuation business and had four customers under contract.

Operations

For the fiscal year ended April 30, 2009, the Company generated operating revenue of $3,710,000, comprised of $3,278,000 from Personalized Oncology services and $432,000 Preclinical eValuation services.

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Competition

Competition in the biotechnology industry is intense and based significantly on scientific, technological and market forces. These factors include the availability of patent and other protection for technology and products, the ability to commercialize technological developments and the ability to obtain government approval for testing, manufacturing and marketing. The Company faces significant competition from other biotechnology companies. The majority of these competitors are and will be substantially larger than the Company, and have substantially greater resources and operating histories. There can be no assurance that developments by other companies will not render our products or technologies obsolete or noncompetitive or that we will be able to keep pace with the technological or product developments of our competitors. These companies, as well as academic institutions, governmental agencies and private research organizations also compete with us in recruiting and retaining highly qualified scientific, technical and professional personnel and consultants.

Our Preclinical Platform is proprietary and requires significant know-how to both initiate and operate, but is not patented. It is, therefore, possible for competitors to develop other implantation procedures or to discover the same procedures utilized by the Company that could compete with the Company in its market.

Patent Applications

It is the Company’s intention to protect its proprietary property through the filing of U.S. and international patent applications, both broad and specific, where necessary and reasonable. In February 2007, the Company acquired the patent applications to two Benzoylphenylurea (BPU) sulfur analog compounds that have shown promising potent activity against invitro and invivo models of prostate and pancreatic cancers. The acquired rights include pending U.S. Patent Application no. 11/673,519 and corresponding international patent application (PCT/US2006/014449) filed under the Patent Cooperation Treaty (PCT), both entitled Design and Synthesis of Novel Tubulin Polymerization Inhibitors: Benzoylphenylurea (BPU) Sulfur Analogs.

Research and Development

For the fiscal years ended April 30, 2009 and 2008, the Company spent approximately $1,721,000 and $200,000, respectively, on research and development to develop our preclinical platform and expand our Preclinical eValuation Platform.

Government Regulation

The research, development, and marketing of the Company’s products are subject to federal, state, local, or foreign legislation or regulation, including the interpretation of and compliance with existing, proposed, and future regulatory requirements imposed by the U.S. Food and Drug Administration (“FDA”) in the United States and by comparable authorities in other countries. The costs of bringing new drugs through the regulatory approval process and to the market are extremely high, and the Company plans to sell, partner or license its drug candidates to pharmaceutical and/or biotechnology companies, as appropriate prior to pursuing the FDA approval necessary to commercially market its drug candidates.

Employees

As of April 30, 2009, the Company had 11 full-time employees.

Available Information

The Company makes available free of charge on or through its internet website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company’s website address is www.championsbiotechnology.com.

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Item 1A. Risk Factors.

You should carefully consider the risks described below together with all of the other information included in this report. The risks and uncertainties described below are not the only ones we face. Additional risks not presently known or those we currently consider insignificant may also impair our business operations in the future.

We historically have lost money, expect losses for the foreseeable future, require significant capital and may never achieve profitability.

We historically have lost money. For the fiscal years ended April 30, 2009 and 2008, the Company had a net loss of $2,242,000 and $411,000, respectively. As of April 30, 2009, the Company has an accumulated deficit of $9,757,000.

The amount of these losses may vary significantly from year-to-year and quarter-to-quarter and will depend on, among other factors:

• the timing and cost of development for our preclinical platform, products and technology;

• the progress and cost of preclinical and possibly early phase clinical development programs;

• the cost of building out our Preclinical eValuation Tumorgraft platform;

• the cost and rate of progress toward growing our Personalized Oncology service businesses;

• the cost of securing and defending our intellectual property;

• the timing and cost of obtaining necessary regulatory approvals;

• the cost of expanding and building out the infrastructure of our U.S. and overseas operations;

• the cost incurred in hiring and maintaining qualified personnel; and

• the costs of any future litigation of which we may be subject.

• the cost of adopting the provisions of section 404 fo the Sarbenes-Oxley Act.

Currently, the Company derives revenue from two sources: Personalized Oncology Services and Preclinical eValuation Services, while we pursue drug development contracts. All of these business activities require significant capital expenditures, and we have limited sources of revenue to off-set such expenditures. Accordingly, we expect to generate operating losses in the future until such time as we are able to generate more significant revenues.

To become profitable, we will need to generate revenues to off-set our operating costs, including our general and administrative expenses. We may not achieve or, if achieved, sustain our revenue or profit objectives, and our losses may increase in the future, and, ultimately, we may have to cease operations.

In order to grow revenues, we must invest capital to successfully develop our drug candidates and expand our Preclinical eValuation Tumorgraft platform. Our products may never achieve market acceptance and we may never generate significant revenues or achieve profitability. If we must devote a substantial amount of time to raising capital, it will delay our ability to achieve our business goals within the time frames that we now expect, which could increase the amount of capital we need. In addition, the amount of time expended by our management on fund raising distracts them from concentrating on our business affairs.

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Our initial proposed drug products are in the early development stages and will likely not be commercially introduced for many years, if at all.

Our proposed initial drug products, specifically two Benzoylphenylurea (BPU) sulfur analog compounds are still in the early development stage and will require further development, preclinical and early phase clinical testing and investment prior to our ability to sell, license or partner with pharmaceutical and/or biotechnology companies. Such partnership, divestiture or license agreement may have contingencies for their possible commercialization in the United States and abroad. We cannot be sure that these products in development will:

• be successfully developed;

• prove to be safe and efficacious in preclinical or clinical trials;

• meet applicable regulatory standards or obtain required regulatory approvals;

• demonstrate substantial protective or therapeutic benefits in the prevention or treatment of any disease;

• be capable of being formulated and/or produced in clinical or commercial quantities at reasonable costs;

• obtain coverage and favorable reimbursement rates from insurers and other third-party payors; or

• be successfully marketed or achieve market acceptance by physicians and patients.

We have never marketed, sold or distributed a product and may need to rely on third parties to successfully market and sell our products and generate revenues.

If we were to receive regulatory approval for our drug candidates, we will have to build a marketing function or enter into agreements with contract sales organizations to market our products. Our ability to gain market acceptance and generate revenues will be substantially dependent upon our ability to build a marketing function and /or enter into such agreements on favorable terms and to manage the efforts of those employees or service providers, as the case may be.

We have very limited staffing and will continue to be dependent upon key employees.

Our success, currently, is dependent upon the efforts of 11 employees, the loss of the services of one or more of which could have a material adverse affect on our business and financial condition. We intend to continue to develop our management team and attract and retain qualified personnel in all functional areas to expand and grow our business. This may be difficult in the biotechnology industry where competition for skilled personnel is intense, even as the United States sees an overall downturn in its economy.

Because our industry is very competitive and many of our competitors have substantially greater capital resources and more experience in research and development, we may not succeed in developing our products and technologies and having them brought to market.

We are engaged in a rapidly changing and highly competitive field. Potential competitors in the United States and abroad are numerous and include pharmaceutical and biotechnology companies, most of which have substantially greater capital resources and more experience in research and development than us. Accordingly, our competitors may succeed in obtaining patent protection, receiving FDA approval or commercializing of similar and competing drug candidates before we do. We will compete with companies with greater marketing and manufacturing capabilities, areas in which we have limited or no experience. We compete in a market that has a less than 10% success rate in bringing new products to market.

Academic institutions, hospitals, governmental agencies and other public and private research organizations are also conducting research and seeking patent protection and may develop and commercially introduce competing products or technologies on their own or through joint ventures. We cannot assure you that our competitors will not succeed in developing similar technologies and products more rapidly than we do, commercially introducing such technologies and products to the marketplace prior to introduction of our products, or that these competing technologies and products will not be more effective or successful than any of those that we currently are developing or will develop.

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Not only will the Company face competition from well established companies, new companies will likely enter our market as scientific developments surrounding other cancer therapies continue to accelerate in the multibillion dollar oncology marketplace.

If we are unable to protect our intellectual property, we may not be able to compete as effectively.

It is important in the biotechnology industry to obtain patent and trade secret protection for new technologies, products and processes. Our success will depend, in part, upon our ability to obtain, enjoy and enforce protection for any products we develop or acquire under United States and foreign patent laws and other intellectual property laws, preserve the confidentiality of our trade secrets and operate without infringing the proprietary rights of third parties.

Where appropriate, we will seek patent protection for certain aspects of our technology. However, our owned and licensed patents and patent applications may not ensure the protection of our intellectual property for a number of reasons, including:

• Our preclinical platform is proprietary and requires significant know-how to both initiate and operate, but is not patented. It is, therefore, possible for competitors to develop other implantation procedures or to discover the same procedures utilized by the Company that could compete with the Company in its market.

• If we are successful in obtaining our patents, competitors may interfere with our patents and patent process in a variety of ways. Competitors may claim that they invented the claimed invention before us or may claim that we are infringing on their patents and, therefore, we cannot use our technology as claimed under our patent. Competitors may also have our patents reexamined by showing the patent examiner that the invention was not original or novel or was obvious.

• We are in the process of developing our proposed products and technologies. The mere receipt of a patent does not necessarily provide practical protection. If we receive a patent with a narrow scope, then it will be easier for competitors to design products that do not infringe on our patent. Even if the development of our proposed products is successful and approval for sale is obtained, there can be no assurance that applicable patent coverage, if any, will not have expired or will not expire shortly after this approval. Any expiration of the applicable patent could have a material adverse effect on the sales and profitability of our proposed product.

• Obtaining and enforcing patents is expensive and may require significant time by our management. In litigation, a competitor could claim that our issued patents are not valid for a number of reasons. If the court agrees, we would lose protection on products covered by those patents.

• We also may support and collaborate in research conducted by government organizations or universities. We cannot guarantee that we will be able to acquire any exclusive rights to technology or products derived from these collaborations. Obtaining the required or necessary licenses or rights from such collaborative research can be time consuming and expensive. If we do not obtain required licenses or rights, we could encounter delays in product development while we attempt to design around other patents or we may be prohibited from developing, manufacturing or selling products requiring these licenses. There is also a risk that disputes may arise as to the rights to technology or products developed in collaboration with other parties.

• It also is unclear whether efforts to secure our trade secrets will provide useful protection. While we will use reasonable efforts to protect our trade secrets, our employees or consultants may unintentionally or willfully disclose our proprietary information to competitors resulting in a loss of protection. Enforcing a claim that someone else illegally obtained and is using our trade secrets, like patent litigation, is expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States are sometimes less willing to protect trade secrets. Finally, our competitors may independently develop equivalent knowledge, methods and know-how.

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Claims by others that our products infringe their patents or other intellectual property rights could adversely affect our financial condition.

The biotechnology industry has been characterized by frequent litigation regarding patent and other intellectual property rights. Patent applications are maintained in secrecy in the United States and also are maintained in secrecy outside the United States until the application is published. Accordingly, we can conduct only limited searches to determine whether our technology infringes the patents or patent applications of others. Any claims of patent infringement asserted by third parties would be time-consuming and could likely:

• result in costly litigation;

• divert the time and attention of our technical personnel and management;

• cause product development delays;

• require us to develop non-infringing technology; or

• require us to enter into royalty or licensing agreements.

Although patent and intellectual property disputes in the biotechnology industry have often been settled through licensing or similar arrangements, costs associated with these arrangements may be substantial and often require the payment of ongoing royalties, which could hurt our gross margins. In addition, we cannot be sure that the necessary licenses would be available to us on satisfactory terms, or that we could redesign our products or processes to avoid infringement, if necessary. Accordingly, an adverse determination in a judicial or administrative proceeding, or the failure to obtain necessary licenses, could prevent us from developing, manufacturing and selling some of our products, which could harm our business, financial condition and operating results.

If any of our products that we license or partner with pharmaceutical and/or biotechnology companies fail to obtain regulatory approval or if approval is delayed or withdrawn, we may be unable to generate revenue from the sale or license of our products.

Our products are subject to federal, state, local, or foreign legislation or regulation, including the interpretation of and compliance with existing, proposed, and future regulatory requirements imposed by the FDA in the United States and by comparable authorities in other countries. In the United States, approval of the FDA has to be obtained for each drug to be commercialized. The FDA approval process is typically lengthy and expensive, and approval is never certain. Products to be commercialized abroad are subject to similar foreign government regulation.

Generally, only a very small percentage of newly discovered pharmaceutical products that enter preclinical development are approved for sale. Because of the risks and uncertainties in biopharmaceutical development, our proposed drug products could take a significantly longer time to gain regulatory approval than we expect or may never gain approval. If regulatory approval is delayed or never obtained, our management’s credibility, the value of our company and our operating results and liquidity might be adversely affected. Furthermore, even if a product gains regulatory approval, the product and the manufacturer of the product may be subject to continuing regulatory review. Even after obtaining regulatory approval, such approval may entail limitations on the indicated uses for which the product may be marketed. Moreover, a marketed product, its manufacturer, its manufacturing facilities, and its suppliers are subject to continual review and periodic inspections. Discovery of previously unknown problems, or the exacerbation of problems previously deemed acceptable, with the product, manufacturer, or facility may result in restrictions on such product or manufacturer, potentially including withdrawal of the product from the market.

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Even if our proposed products receive FDA approval, they may not achieve expected levels of market acceptance, which could have a material adverse effect on our business, financial position and operating results and could cause the market value of our common stock to decline.

Even if our proposed products obtain required regulatory approvals, the success of those products is dependent upon market acceptance by physicians and patients. Levels of market acceptance for our new products could be impacted by several factors, including:

• the availability of alternative products from competitors;

• the price of our products relative to that of our competitors;

• the timing of our market entry; and

• the ability to promote our products effectively against well funded companies that have more experience in the marketing of approved drugs.

Some of these factors are not within our control. Our proposed products may not achieve expected levels of market acceptance. Additionally, continuing studies of the proper utilization, safety and efficacy of pharmaceutical products are being conducted by the industry, government agencies and others. Such studies, which increasingly employ sophisticated methods and techniques, can call into question the utilization, safety and efficacy of previously marketed products. In some cases, these studies have resulted, and may in the future result, in the discontinuance of product marketing. These situations, should they occur, could have a material adverse effect on our business, financial position and results of operations, and the market value of our common stock could decline.

Because the biotechnology industry is heavily regulated, we face significant costs and uncertainties associated with our efforts to comply with applicable regulations. Should we fail to comply, we could experience material adverse effects on our business, financial position and results of operations, and the market value of our common stock could decline.

The biotechnology industry is subject to regulation by various federal and state governmental authorities. For example, we must comply with FDA requirements with respect to the development of our proposed products and our early clinical trials, and if any of our proposed products are approved, the manufacture, labeling, sale, distribution, marketing, advertising and promotion of our products. Failure to comply with FDA and other governmental regulations can result in fines, disgorgement, unanticipated compliance expenditures, recall or seizure of products, total or partial suspension of production and/or distribution, suspension of the FDA’s review of New Drug Applications (“NDA’s”), enforcement actions, injunctions and criminal prosecution. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals. Despite our efforts at compliance, there is no guarantee that we may not be deemed to be deficient in some manner in the future. If we were deemed to be deficient in any significant way, our business, financial position and results of operations could be materially affected.

If our CRO facility that handles a majority of our Preclinical eValuation studies and Tumorgraft platform development is damaged or destroyed, our business would be negatively affected.

We currently utilize a Contract Research Organization (“CRO”) to perform a majority of our tumor studies and develop and bank our tumorgraft platform. If that facility were to be significantly damaged or destroyed, we could suffer a loss of some our ongoing and future drug studies as well as our Tumorgraft bank. While we believe that our CRO has risk management procedures in place and is insured against damage, such an event would delay timelines and require additional time to restore operations back to the baseline. Additional means are being put into place whereby our tumorgraft bank will be housed in two different states to avoid a catastrophic event damaging our tumorgraft bank.

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Your investment in our common stock may be diluted if we issue additional shares in the future.

We may issue additional shares of common stock, which would reduce your percentage ownership and may dilute your share value. Our Certificate of Incorporation authorizes the issuance of 50,000,000 shares of common stock. As of August 19, 2009, we had 33,578,903 shares of common stock issued and 32,615,185 shares outstanding. The future issuance of all or part of the remaining authorized common stock would result in substantial dilution in the percentage of the common stock held by existing shareholders. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by existing shareholders, and might have an adverse effect on any trading market for our common stock.

There is a limited trading market for our common stock, which may make it difficult for you to sell your shares.

Our common stock is quoted on the OTC Bulletin Board. Like many stocks quoted on the OTC Bulletin Board, trading in our common stock is thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, trading on the OTC Bulletin Board is often more sporadic and volatile than the trading on security exchanges like NASDAQ, American Stock Exchange or New York Stock Exchange. Accordingly, you may have difficulty reselling your shares of our common stock in short time periods.

Our stock price is volatile.

The stock market in general and the market for biotechnology companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their common stock at or above the price they paid for it. The market price for our common stock may be influenced by many factors, including:

• results of clinical trials of our drug candidates or those of our competitors:

• regulatory development in the United States and foreign countries;

• variations in our financial results or those of companies that are perceived to be similar to us;

• changes in the healthcare payment system;

• announcements by us of significant acquisition, strategic partnerships, joint ventures or capital commitments;

• sales of significant shares of stock by large investors;

• significant 8-K disclosures such as a change in management or the need to restate prior audits;

• intellectual property, product liability, or other litigation against us;

• the loss of a key development partner or CRO; and

• the other key facts described in this “Risk Factors” section.

Our common stock may be deemed a “penny stock,” which would make it more difficult for you to sell your shares.

Our common stock may be subject to the “penny stock” rules adopted under Section 15(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or another national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our common stock. Because our common stock is subject to the penny stock rules, you may find it more difficult to dispose of the shares of our common stock that you have purchased.

11

Material weakness or deficiencies in our internal control over financial reporting could harm stockholder and business confidence in our financial reporting, our ability to obtain financing, and other aspects of our business.

Our management evaluated the effectiveness of the design and operation of our disclosures controls and procedures as of the fiscal year ended April 30, 2009 and concluded that our disclosure controls and procedures were not effective as of those dates, because of material weakness in our internal control over financial reporting. A material weakness is a control deficiency, or combination of control deficiencies that results in more than a remote likelihood that material misstatement of the annual or interim financial statements will not be prevented or detected. During the 2008 audit, our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. This material weakness consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews.

On June 26, 2009 the Company filed a Form 8K disclosing the fact that the Company’s April 30, 2008 Form 10-KSB included financials that could no longer be relied on due to identifying errors in reporting for stock-based compensation. The Company subsequently filed a Form 10-KSB/A in August 2009, detailing the reasons behind the material weakness and restatement.

During fiscal 2009, the Company also identified material weaknesses in the application of U.S. GAAP to share based compensation issued to non-employee consultants, accounting for revenue recognition and prepaid costs under the personalized oncology cancer vaccine development services agreements, and the Company’s financial statement close process, which have been discussed in more detail in Item 9A(T). As a result of this restatement and material weaknesses, customers, stockholders and other potential investors could lose confidence in our financial reporting which could adversely impact the availability and cost of capital as well as other aspects of our business.

Certain provisions of Delaware law and of our charter and bylaws contain provisions that could delay and discourage takeover attempts and any attempts to replace our current management by shareholders.

Certain provisions of our certificate of incorporation and bylaws, and applicable provisions of Delaware corporate law, could make it difficult for or prevent a third party from acquiring control of us or changing our Board of Directors and management. These provisions include:

• the ability of our Board of Directors to issue preferred stock with voting or other rights or preferences;

• the inability of stockholders to act by written consent; and

• requirements that our stockholders comply with advance notice procedures in order to nominate candidates for election to our Board of Directors or to place stockholders’ proposals on the agenda for consideration at meetings of stockholders.

Insiders own a significant amount of the outstanding common stock

Insiders own a significant amount of our outstanding common stock which could discourage takeover attempts.

Item 2. Properties.

The Company leases office and laboratory space at 855 N. Wolfe Street, Suite 619, Baltimore, MD 21205 and office space at 2050 E. ASU Circle, Suite 103, Tempe, AZ 85284. The Company’s aggregate rental payments are $10,200 per month.

Item 3. Legal Proceedings.

None.

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

None.

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PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Principal Market or Markets

The following information sets forth the high and low quotation price for the Company’s common stock for each quarter within the last two fiscal years. The Company’s common stock (symbol CSBR) is traded over-the-counter (OTC) and quoted on the electronic Bulletin Board maintained by the National Association of Securities Dealers. The quotations represent prices between dealers and do not reflect the retailer markups, markdowns or commissions, and may not represent actual transactions. The Company’s securities are presently classified as “Penny Stocks” as defined by existing securities laws. This classification places significant restrictions upon broker-dealers desiring to make a market in such securities.

	Common Stock
	High		Low
	$		$
Fiscal 2009
First Quarter		1.40		0.60
Second Quarter		1.15		0.25
Third Quarter		1.19		0.33
Fourth Quarter		1.25		0.71

	High	Low
	$	$
Fiscal 2008
First Quarter	0.80		0.26
Second Quarter	2.15		0.35
Third Quarter	1.90		0.80
Fourth Quarter	1.50		0.77

Approximate Number of Holders of Common Stock

As of August 10, 2009, there were approximately 2,100 record holders of the Company’s common stock.

Dividends

Holders of our 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. Any future decisions as to the payment of dividends will be at the discretion of the Company’s Board of Directors, subject to applicable law.

Securities Authorized for Issuance Under Equity Compensation Plans

The information regarding securities authorized for issuance under our equity compensation plans is disclosed in Item 12 “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

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Recent Sales by the Company of Unregistered Securities

On April 30, 2008, the Company issued 1,428,572 unregistered shares of the Company’s common stock at $1.75 per share, for a total of $2,500,000, pursuant to the terms of a private investment financing. The shares were issued to two non-US subscribers outside the United States. All the unregistered shares issued in this offering were issued in a “private transaction” exempt from registration pursuant to Regulation S of the Securities Act of 1933. The offering was not a public offering and was not accompanied by any general advertisement or any general solicitation. The Company received, from each of the two subscribers, a completed and signed subscription agreement containing certain representations and warranties, including, among others, that (a) the subscriber was not a U.S. person, (b) the subscriber subscribed for the shares for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the sale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis is provided to further the reader’s understanding of the consolidated financial statements, financial condition and results of operations of the Company. This discussion should be read in conjunction with the consolidated financial statements and the accompanying notes included in this Annual Report on Form 10-K.

Overview

In January 2007, the Company changed its business direction to focus on biotechnology and changed its name to Champions Biotechnology, Inc. The Company is engaged in the development of advanced preclinical platforms and predictive tumor specific data to enhance and accelerate the value of oncology drugs. The Company’s Preclinical eValuation Platform is a novel approach based upon the implantation of primary human tumors in immune deficient mice followed by propagation of the resulting xenografts (Biomerk Tumorgrafts™) in a manner that preserves the biological characteristics of the original human tumor. The Company believes that Biomerk Tumorgrafts closely reflect human cancer biology and their response to drugs is more predictive of clinical outcomes in cancer patients. The Company is building its Biomerk Tumorgraft platform through the procurement, development and characterization of numerous Tumorgrafts within several types of cancers. Tumorgrafts are procured through agreements with institutions in the United States and Europe and developed and tested through agreement with a U.S. based preclinical CRO.

The Company also offers its Biomerk Tumorgraft predictive Preclinical eValuation Platform and tumor specific data to physicians to provide information that may enhance personalized patient care options and to companies for evaluation of oncology drugs in a platform that integrates predictive testing with biomarker discovery. In providing patient care options the Company administers expert medical panels with participants that are selected based on the patient’s specific cancer type and condition. A panel typically includes renowned experts from each of the disciplines that may be critical to the patient’s status and treatment including oncologists, radiologists, surgeons, pathologists and research experts from both academia and the pharmaceutical/biotechnology industry. Experts review various treatment approaches designed to maximize options available to the treating physician. In addition we offer Personalized Tumorgrafts from the respective patient’s tumor. To accomplish this, the physician obtains a sample of the patient’s tumor which is then immediately implanted in immune deficient mice and propagated in a manner that preserves the biological properties of the original tumor. Development of the Personalized Tumorgrafts may enable extensive in vivo testing of numerous novel and standard drugs and drug combinations. This targeted process typically provides data regarding the drug/drug combinations that are the most and least effective. This data may be useful to the patient’s physician in evaluating future treatment options for the patient.

During the year ended April 30, 2009, we began to offer leading pharmaceutical and biotechnology companies the benefits of our Biomerk Tumorgrafts for their preclinical evaluation programs. Our Preclinical eValuation services may be more predictive of clinical outcomes and may provide for a faster and less expensive path for drug approval. These services utilize Biomerk Tumorgrafts to evaluate tumor sensitivity/resistance to various single and combination standard and novel chemotherapy agents. The Preclinical eValuation services we offer also include biomarker discovery and the identification of novel drug combinations.

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We intend to leverage our preclinical platform to evaluate and develop a portfolio of oncology drug candidates through pre-clinical trials. The Company then plans to sell, partner or license such drug candidates to pharmaceutical and/or biotechnology companies. We believe this strategy will enable the Company to leverage the competencies of these partners to maximize the Company’s return on investment in a relatively short time frame. The Company believes that this model is unlike that of many new biotechnology companies that look to bring the process of drug development through all phases of discovery, development, regulatory approvals, and marketing. Our model does not require a very large financial commitment or a long development period, typically more than a decade, to realize a return on our drug candidate investments. Thus far we have acquired two oncology drug candidates of which we have begun preclinical development through the use of contract facilities on the most promising candidate, SG410. We have secured a preclinical supply of SG410 and more recently developed a soluble form of the compound and plan to evaluate its efficacy in Biomerk Tumorgrafts from several cancer types. The Company recently entered into a Joint Development and Licensing Agreement with a third party for the development of a soluble form of SG410. Under this Agreement the third party is entitled to milestone payments upon the success of certain regulatory approvals and royalty payments on net sales of the licensed product. To date no royalties or milestone payments have been earned or paid. If results are promising it is our intention to continue preclinical development and then sell, partner or license SG410 for its remaining clinical development.

Results of Operations

Fiscal Years ended April 30, 2009 and April 30, 2008

Revenues:

For the fiscal years ended April 30, 2009 and 2008, the Company’s revenues from operations were $3,710,000, and $1,400,000, respectively, an increase of $2,310,000 or 165%. The increase of $2,310,000 was comprised of $1,878,000 from Personalized Oncology services and $432,000 from our Preclinical eValuation services which began generating revenues during fiscal 2009. For the fiscal year ended April 30, 2008, all of our revenues were generated from our Personalized Oncology business.

Revenues generated in our Personalized Oncology business related to Personalized Oncology Panels™, Tumorgraft implantations and related Tumorgraft studies. The overall increase in the Personalized Oncology business is attributable to a greater demand for our services and the additional service offerings we added in the fiscal year.

Revenues related to the Company’s Preclinical eValuation business represented studies we completed for a number of pharmaceutical and biotech companies where we utilized our Biomerk Tumorgrafts to test against various drugs candidates to show how predictive the drug candidates would be in a clinical setting. The Preclinical eValuation business began generating revenues in fiscal year 2009 and generated no revenues in the fiscal year 2008.

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Expenses:

For the fiscal years ended April 30, 2009 and 2008, the Company’s operating expenses were $6,040,000 and $1,840,000, respectively, an increase of $4,200,000 or 228%.

•	Cost of Personalized Oncology Services (CPOS): For the fiscal year ended April 30, 2009 and 2008, CPOS were $1,623,000 and $490,000, respectively, an increase of $1,133,000 or 231%. CPOS expenses consist of salaries, employee related costs, stock-based compensation costs, and the costs of conducting panels which include honoraria, travel, medical testing and related event costs.
	In addition, in December 2008, the Company began offering personalized oncology vaccine development services and received a total of $580,000 from the first two clients enrolled in the vaccine development program, which was recorded as deferred revenue. The Company agreed to prepay certain development partners $500,000 related to initial start up costs per these personalized oncology vaccine development service agreements, which was recorded as a prepaid expense. During the fiscal year ended April 30, 2009, we charged approximately $146,000 of the prepaid services under this agreement to CPOS expense for services provided by our development partners.
•	Cost of Preclinical eValuation services: For the years ended April 30, 2009 and 2008, cost of Preclinical eValuation services were $357,000 and zero, respectively. Cost of Preclinical eValuation services consist of salaries, employee benefits, stock based compensation and the costs associated with a CRO that we contract with for propagation and testing of the Biomerk Tumorgrafts.
•	Research and Development: For the years ended April 30, 2009 and 2008, research and development expenses were $1,721,000 and $200,000, respectively, an increase of $1,521,000 or 760%. The increase was mainly attributable to the fact that the Company did not have a significant research and development effort ongoing for a majority of the fiscal 2008 year other then the procurement of a limited supply of Tumorgrafts. Research and development expenses incurred in the 2009 fiscal year represent salaries, related benefits, share-based compensation, consultants, travel, Tumorgraft acquisition costs, and their subsequent propagation, storage, characterization and storage and handling fees. Also included in research and development expense is the cost of a research and development team that is tasked with identifying and securing the Company’s future drug pipeline candidates. These research and development costs consisted mainly of consulting and travel expenses.
•	Impairment of Intangible Assets: During the year ended April 30, 2009, we recorded a $284,000 impairment expense related to the valuation of certain patent rights. The Company’s Polymerization Inhibitors: Benzoylphenylurea (BPU) Sulfur Analogs patent applications were acquired in 2007 and since then the Company has spent approximately $100,000 on ongoing patent legal fees in anticipation of pursuing licensing or development partnering opportunities for these patents. During the fourth quarter of fiscal 2009, the Company identified indicators of impairment in its BPU patents based on changes in the current market conditions and expectations of near term commercialization. SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” requires an impairment loss be recognized for an amortizable intangible asset whenever the net cash in-flow to be generated from an asset is less than its carrying cost. As the Company was unable to determine the timing or amount of net cash in-flow to be generated from a BPU licensing and/or partnering agreement, we were unable to support the carrying value of the intangible asset. Notwithstanding the impairment of the patent rights we are continuing our efforts to perfect the patent and seek licensing and partnering opportunities for further development.
•	General and Administration: For the fiscal years ended April 30, 2009 and 2008, general and administrative expenses were $2,055,000 and $1,150,000, respectively, an increase of $905,000 or 79%. General and administrative expenses saw a significant increase due to the fact that the Company was just beginning to expand operations in fiscal 2008 with only four employees. During fiscal 2009, the Company continued to build out its management team and infrastructure to meet the requirements of a public company. General and administrative expenses included salaries and related benefits, stock-based compensation, audit, legal, insurance, investor relations, marketing and sales, rent and recruiting.
•	Interest Income: Interest income increased to $88,000 for the year ended April 30, 2009 compared to $29,000 for fiscal 2008. The increase of $59,000 was due to the Company investing in a certificate of deposit in fiscal 2009.

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Net Loss:

The Company’s net loss for the years ended April 30, 2009 and 2008 was $2,242,000 and $411,000, respectively. The $1,831,000 increase in our net loss for the year ended April 30, 2009 reflects the $1,490,000 increase in service expenses and the $1,521,000 and $905,000 increase in research and development costs and general and administrative expenses, respectively, and an impairment charge of $284,000 offset by a $2,310,000 increase in service revenues and a $59,000 increase in interest income.

Liquidity and Capital Resources

The Company’s available liquid capital as of April 30, 2009, amounted to $2,745,000 (consisting of cash and cash equivalents of $1,728,000 and a certificate of deposit of $1,017,000) compared to $3,709,000 on April 30, 2008. In June 2009, the certificate of deposit matured and was converted to cash.

For the years ended April 30, 2009 net cash used by operations was $888,000 compared to $792,000 provided by operations during the year ended April 30, 2008. The decrease of $1,680,000 in cash provided by operations reflects the $1,831,000 increase in our net loss and a $153,000 decrease in stock-based compensation offset by a net $16,000 increase in cash provided by the change in operating assets and liabilities, a $284,000 charge for impairment of an intangible asset and a $4,000 increase in depreciation expense.

For the years ended April 30, 2009, net cash used in investing activities was $1,150,000 compared to $424,000 provided by investing activities during the year ended April 30, 2008. The $1,574,000 decrease in cash provided by investing activities was due to the purchase of a one year certificate of deposit for $1,107,000, a $10,000 increase in the purchase of intangible asset acquisition costs, and the purchase of equipment and furniture of $69,000 offset by $471,000 of cash received in the acquisition of Biomerk during the year ended April 30, 2008. In June 2009, the certificate of deposit matured and was converted to cash.

For the years ended April 30, 2009 and 2008, net cash provided by financing activities was $57,000 and $2,489,000, respectively. The $2,432,000 decrease was due to the $2,500,000 in cash provided by a private placement sale of common stock during the year ended April 30, 2008 offset by a $24,000 increase in cash provided by the exercise of common stock options and warrants and the decrease of $44,000 in payment of a loan from an officer of the Company.

The Company’s working capital as of April 30, 2009 and 2008 was $1,166,000 and $2,748,000, respectively.

In May 2009, the Board of Directors approved a stock repurchase agreement with a Board member to purchase $281,250 worth of the Company’s common stock held by the Board member over the next five quarters providing that the Board member continues his services under a separate consulting agreement executed in conjunction with the stock repurchase agreement. Under the stock repurchase agreement, the Company will repurchase shares of common stock at the lesser of (a) $0.50 per share or (b) 50% of the average volume-weighted closing price of the stock as quoted on the OTC Bulletin Board for the 30 day trading period ending on the day before the date of each purchase as long as the consulting agreement remains in effect. The Company also may purchase up to 2,250,000 shares of the common stock from the Board member at the discretion of the Company, subject to the above commitment and pricing formula.

In May 2008, the Company paid a Board Member $361,000 for accrued salaries earned when the Company’s earnings were insufficient to pay this Board member’s salary when he was a member of management.

In June 2009, the Company’s Board of Directors authorized management to begin the process of raising additional capital. There can be no assurance that management will be successful in raising capital on terms acceptable to the Company, if at all. The Company’s ability to successfully complete a raise of capital will depend on the condition of the capital markets and the Company’s financial condition and prospects. Even if the Company is able to successfully raise additional capital, such capital could be in the form of debt and could be at high interest rates and/or require the Company to comply with restrictive covenants that limit financial and business activities. In addition, even if the Company is able to successfully raise equity capital, this could dilute the interest of existing shareholders and/or be issued with preferential liquidation, dividend or voting rights to those currently held by the Company’s common stockholders.

17

Critical Accounting Policies

Revenue Recognition. The Company derives revenue from Personalized Oncology and Preclinical eValuation services. Personal Oncology Services assist physicians by providing information that may enhance personalized treatment options for their cancer patients through access to expert medical information panels and tumor specific data. The Company’s Preclinical eValuation services offer a preclinical tumorgraft platform to pharmaceutical and biotechnology companies using Biomerk Tumorgraft studies, which have been shown to be predictive of how drugs may perform in clinical settings. The Company recognizes revenue when the four basic criteria of the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”) are met: 1) a contract has been entered into with our customers; 2) delivery has occurred or services rendered to our customers; 3) the fee is fixed and determinable as noted in the contract; and 4) collectability is reasonably assured, as fees for services are received in full upon execution of the contract. The Company utilizes a proportional performance revenue recognition model for its Preclinical eValuation services under which we recognize revenue as performance occurs, based on the relative outputs of the performance that have occurred up to that point in time under the respective agreement.

When a Personalized Oncology or Preclinical eValuation arrangement involves multiple elements, the items included in the arrangement (deliverables) are evaluated pursuant to EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables”, to determine whether they represent separate units of accounting. We perform this evaluation at the inception of an arrangement and as we deliver each item in the arrangement. Generally, we account for a deliverable (or a group of deliverables) separately if: (1) the delivered item(s) has standalone value to the customer, (2) there is objective and reliable evidence of the fair value of the undelivered items included in the arrangement, and (3) if we have given the customer a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) or service(s) is probable and substantially in our control. All revenue from contracts determined not to have separate units of accounting is recognized based on consideration of the most substantive delivery factor of all the elements in the arrangement.

Stock-Based Compensation. The Company has adopted Statement of Financial Accounting Standards No. 123(R), “Share Based Payments,” which requires the Company to calculate the fair value of share-based awards on the date of grant. The Company used the Black-Scholes option pricing model to estimate fair value. The option pricing model requires the Company to estimate certain key assumptions such as expected life, volatility, risk free interest rates, and dividend yield to determine the fair value of share-based awards, based on historical information and management judgment. The Company amortizes the stock based compensation expense over the period that the awards are expected to vest, net of estimated forfeiture rates. If the actual forfeitures differ from management estimates, adjustments to compensation expense are recorded. The Company reports cash flows resulting from tax deductions in excess of the compensation cost recognized from those options (excess tax benefits) as financing cash flows.

The Company measures compensation expense for its non-employee stock-based compensation under EITF Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (“EITF 96-18”). The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the non-employee consultant has been reached or the consultant’s performance is complete.

Income Taxes. The Company accounts for income taxes as prescribed by SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). SFAS 109 prescribes the use of the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts using currently enacted tax laws.

The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. Realization of the deferred tax assets is principally dependent upon achievement of projected future taxable income offset by deferred tax liabilities.

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Item 8. Financial Statements and Supplementary Data.

Consolidated balance sheets as of April 30, 2009 and 2009, consolidated statement of operations, stockholders’ equity and cash flows for each of the years in the two-year period then ended April 30, 2009 together with the reports of our independent registered public accounting firms, are set forth in the “F” pages of this form 10-K.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.

On March 24, 2009, the Audit Committee of the Board of Directors dismissed its independent registered public accounting firm, Bagell, Josephs, Levine & Company L.L.C. and engaged Ernst & Young LLP as its independent registered public accounting firm for the year ended April 30, 2009. This determination was approved by the Board of Directors upon the recommendation of its Audit Committee.

The audit reports of Bagell Josephs, Levine & Company L.L.C. on the consolidated financial statements of the Company as of and for the fiscal years ended April 30, 2008 and April 30, 2007, did not contain any adverse opinion or disclaimer opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended April 30, 2008 and April 30, 2007, and the subsequent period through March 23, 2009, there were no disagreements as defined in Item 304 of Regulation S-K with Bagell, Josephs, Levine & Company L.L.C. on any accounting matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Bagell, Joseph, Levine & Company L.L.C. satisfaction, would have caused Bagell Josephs, Levine & Company L.L.C. to make reference to the subject matter of the disagreement in its reports on the consolidated financial statements for such year.

ITEM 9A(T). Controls and Procedures.

(a) Management’s Annual Report on Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and management was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of the end of the period covered by this report, management, under the supervision of the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of such period, the disclosure controls and procedures were not effective at a level of reasonable assurance to ensure that the information required to be disclosed in the reports we file and submit under the Exchange Act is accumulated and communicated to management and is recorded, processed, summarized and reported in such filings as and when required.

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Management of the Company is responsible for establishing and maintaining adequate disclosure controls and procedures and for the assessment of the effectiveness of disclosure controls and procedures. The Company’s disclosure controls and procedures is a process designed under the supervision of the Company’s Principal Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements in accordance with United States generally accepted accounting principles (“U.S. GAAP”).

Our Principal Executive Officer and Chief Financial Officer have concluded that during the period covered by this report, such internal control over financial reporting were not effective to detect the inappropriate application of U.S. GAAP, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that are considered “material weaknesses”. The Public Company Accounting Oversight Board has defined a material weakness as a “deficiency, or combination of deficiencies, in internal control over financial reporting (ICFR) such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s ICFR.”

The material weaknesses identified in our internal controls and disclosure controls related to:

The Company’s staffing. Our auditors identified a material weakness which consisted primarily of inadequate staffing and supervision that could lead to the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and effective reviews.

The Company’s application of U.S. GAAP to stock-based compensation. With respect to our stock-based compensation calculations, the Company improperly determined the measurement dates for grants of stock-based compensation to non-employees of the Company. In addition, we did not correctly account for modifications in employment status for stock-based compensation awards and we misclassified the fair value of the unvested portion of stock base compensation expense for non-employee awards as a “contra equity” account, called “prepaid consulting”, within stockholders’ equity. As a result of this accounting error, the Company amended its Form 10-KSB as of April 30, 2008 and its Form 10-Qs as of July 31, 2008, October 31, 2008 and January 31, 2009.

The Company’s accounting for revenue recognition and prepaid costs under the personalized oncology development services agreement. Previously, we recognized vaccine revenues on a performance revenue recognition method. Under this approach, the Company recognized a percentage of the contract consideration of the gross contract value upon implantation of a patient’s tumor into immune deficient mice and the remaining deferred revenue upon delivery of the tumor to a separate third party who performs other services for the Company under the vaccine program. In addition, the Company expensed 100% of refundable upfront costs paid to third party contractors for services to be delivered at a future date. After reviewing all of the relevant accounting literature related to revenue recognition, we determined that revenue should be recognized under the agreement only when the final deliverable in the agreement has been delivered. Under the agreement, the final deliverable is the earlier of the delivery of the cancer vaccine or the expiration of the agreement term. With respect to the upfront costs that the Company pays to the other contractors participating in the program, it was determined that these costs should be capitalized as refundable advance payments and recognized as the services are performed. As a result of this accounting error, the Company amended its Form 10-Q as of January 31, 2009.

The Company’s financial statement close process. The Company determined that there was a lack of formalized and detailed management level reviews during the financial statement close process and a lack of sufficient technical accounting resources to adequately perform certain significant non-routine financial reporting processes that resulted in audit adjustments impacting several accounts. Management has determined that the Company’s financial statement close process should be re-evaluated to ensure (i) that all significant account balances, including judgmental areas, affected by the Company’s non-routine and estimation processes are reviewed for appropriate accounting support by management as part of the Company’s financial statement close process, and (ii) that reviews of significant account balance analyses and SEC or other regulatory filings are conducted by technically proficient Company personnel in a timely manner.

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(b) Changes in Internal Controls.

In order to correct the specifically identified material weaknesses, we are taking the following steps, among others:

• evaluating the skills and depth of our technical accounting staff to determine if our accounting resources are sufficient to perform our financial reporting processes adequately and to identify the additional resources, if any, that may be required to perform our financial reporting processes. The Company recently hired an assistant controller to handle the day-today accounting functions of the Company.

• strengthening the controls around those financial reporting processes that we determined are material weaknesses or internal control deficiencies;

• revising our financial statement close process to include more robust reviews of all account balances and non-recurring or infrequent items and to require a more thorough evaluation of compliance with U.S. generally accepted accounting principles prior to finalizing our financial statements

• licensing of a stock-based compensation accounting software to assist in the proper accounting and reporting of stock-based compensation.

We believe that the steps we are taking to strengthen our system of internal controls and our disclosure controls and procedures will be adequate to provide reasonable assurance that the objectives of these control systems will be met and that these material weaknesses will be remediated in fiscal 2010. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.

The Company will become subject to Sarbanes-Oxley Act of 2002 Section 404: Assessment of Internal Control (“Section 404”) for the fiscal year ended April 30, 2010. Under Section 404, management and the external auditors will be required to report on the adequacy of the Company’s internal control over financial reporting.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

The directors and executive officers of the Company as of April 30, 2009 are as follows:

Name	Position(s) Presently Held
David Sidransky, M.D.	Chairman
Douglas D. Burkett, Ph.D.	Principal Executive Officer, President
Mark R. Schonau	Chief Financial Officer
James M. Martell	Director
Abba David Poliakoff	Director
Ana I. Stancic	Director

David Sidransky, M.D., age 49, has served as Chairman of the Company since October 2007 and Director since August 2007. Dr. Sidransky is the Director of the Head and Neck Cancer Research Division at Johns Hopkins University School of Medicine and is a Professor of Oncology, Otolaryngology-Head and Neck Surgery, Cellular & Molecular Medicine, Urology, Genetics, and Pathology at Johns Hopkins University and Hospital. Dr. Sidransky is one of the most highly cited researchers in clinical and medical journals in the world, in the field of oncology during the past decade, with over 400 peer-reviewed publications. He has contributed more than 60 cancer reviews and chapters. Dr. Sidransky is a founder of a number of biotechnology companies and holds numerous biotechnology patents. He has served as Vice Chairman of the Board of Directors of ImClone and was, until the merger with Eli Lilly, a director of ImClone Systems, Inc., a global biopharmaceutical company committed to advancing oncology care, and Chairman of Alfacell Corporation. Dr. Sidransky is serving and has served on scientific advisory boards of MedImmune, Roche, Amgen and Veridex, LLC. (a Johnson & Johnson diagnostic company), among others Dr. Sidransky served as Director (2005-2008) of American Association for Cancer Research (AACR). He was the chairperson of the first (September 2006) and the second (September 2007) AACR International Conference on Molecular Diagnostics in Cancer Therapeutic Development: Maximizing Opportunities for Individualized Treatment. Dr. Sidransky is the recipient of many awards and honors, including the 1997 Sarstedt International Prize from the German Society of Clinical Chemistry, the 1998 Alton Ochsner Award Relating Smoking and Health by the American College of Chest Physicians and the 2004 Hinda and Richard Rosenthal Award from the American Association of Cancer Research. Dr. Sidransky is certified in Internal Medicine and Medical Oncology by the American Board of Medicine. Dr. Sidransky received his B.A. from Brandeis University and his M.D. from the Baylor College of Medicine.

Douglas D. Burkett, Ph.D., age 45, has served as President of the Company since March 2008. Dr. Burkett has served from July 2007 to March 2008 as executive consultant to assist the Company in establishing and executing its strategic and business plan prior to becoming President. Dr. Burkett served as Chairman, Chief Executive Officer and President of Zila, Inc. (“Zila”) from 2002 to 2007 and led a strategic transformation of Zila into a cancer detection company. He led the FDA approval, launch and growth of ViziLite Plus, an oral cancer screening product, and the establishment of the first insurance reimbursement for oral cancer screening products in the United States. Dr. Burkett held several senior positions at Zila from 1995 to 2002; he was responsible for Zila’s technical operations, its manufacturing subsidiary, its Pharmaceuticals business and business development. Early in his career he led the building of a research and development laboratory, pharmaceutical manufacturing facility, compliance unit and regulatory team that achieved a rare “no deficiency” FDA pre approval inspection. Dr. Burkett is the lead inventor in numerous issued and pending patents involving novel cancer detection methods and drugs. He is quoted in leading publications including the Wall Street Journal regarding his pioneering efforts in early oral cancer detection. Prior to joining Zila, Dr. Burkett was employed at the Arizona State University Cancer Research Institute where he collaborated with the National Cancer Institute in synthesizing and performing studies for potential cancer treatment drugs. Prior to his tenure at ASU he researched, developed and manufactured pharmaceutical drugs for a private pharmaceutical company. Dr. Burkett received a B.S. in Chemistry from Missouri Western State College in 1987, and a Ph.D. in Organic Chemistry from Arizona State University in 1994.

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Mark R. Schonau, Age 52 has served as Chief Financial Officer since January 2009. Mr. Schonau brings more than twenty-five years of leadership in financial and operations management to Champions. Mr. Schonau previously served as Chief Financial Officer for Insys Therapeutics a development stage biopharmaceutical company focused on discovering, developing, and commercializing products to address cancer-related pain and CINV. Prior to that, Mr. Schonau served as CFO of Axway, Inc., a leading global provider of collaborative business solutions from January 2006 through August 2007. From January 2001 to January 2006, Mr. Schonau served as CFO and Senior Vice President of Administration for Cyclone Commerce, a business-to-business systems provider that was acquired by Axway in 2006. Upon Cyclone’s acquisition by Axway, Mr. Schonau became the North American Chief Financial Officer of the surviving entity. From 1988 to 2000, Mr. Schonau also served as CFO for two public companies; Viasoft (NASDQ — VIAS) and CyCare (NYSE — CYS). Mr. Schonau was also employed by the accounting firm of Ernst & Young LLP from January 1981 to May 1988. He is a member of the Arizona and American Institutes of Certified Public Accountants and currently sits on the board of directors of the Arizona Technology Foundation. Mr. Schonau received a Bachelor’s degree in Accounting from Arizona State University.

James M. Martell, age 62, a Director of the Company, served as Chief Administrative Officer of the Company from March 2008 until May 2009 when he resigned as Chief Administrative Officer and entered into a consulting agreement with the Company. Mr. Martell founded the Company in 1985. Since then he has served in various capacities as Chairman, President and CEO until 2007 when the Company changed its business direction to focus on biotechnology, and then served as President and CEO of until March, 2008. Mr. Martell currently administers and oversees the Company’s medical information panels. He was a partner from 1983 to 1987 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 company involved in promoting national and international business development. He held various administrative positions from 1973 to 1981 with the U.S. Department of Energy. Mr. Martell received a Bachelor of Science degree in Chemistry in 1968 and Master of Science degree in Geochemistry in 1973, from George Washington University.

Abba David Poliakoff, age 57, has served as Director of the Company since March 2008. Mr. Poliakoff is a member of the law firm of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC, in Baltimore, Maryland, is a member of the Maryland State Bar Association’s Business Law Section and former Chair of its Committee on Securities. Formerly, he was a member of the Business Regulations Article Review Committee of the Committee to Revise the Maryland Annotated Code. Mr. Poliakoff is a member of the Board of Directors of the Greater Baltimore Technology Council (GBTC) and former Chair of its Legislative Committee. He is a former Chair of the Maryland Business & Technology Coalition, member of the Technology Council of Maryland, and member of the MIT Enterprise Forum. Mr. Poliakoff is currently the Chairman of the Maryland Israel Development Center, a joint venture between the State of Maryland Department of Business and Economic Development and the State of Israel Ministry of Industry and Trade. He is also a co-founder and on the Board of Directors of the Maryland Middle Eastern Chamber of Commerce. Governor Martin J. O’Malley of Maryland appointed Mr. Poliakoff in 2009 to the Governor’s International Advisory Council on International Commerce and Trade. He was previously appointed by Maryland Governor Robert C. Ehrlich, Jr. to the Governor’s Transition Committee. In his community work, he is on the Board of Directors of the Baltimore Jewish Council, and on the Board of Directors of The Associated: Jewish Community Federation of Baltimore. Mr. Poliakoff is a former President for the Maryland Region of the National Jewish Commission on Law and Public Affairs (COLPA), and a founder and past president of the Jewish Arbitration and Mediation Board of Baltimore.

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Ana I. Stancic, age 52, has served as director of the Company since March 2008. Ms. Stancic is a financial executive with over 20 years of experience in the life science industry. Ms. Stancic has extensive experience in corporate finance, strategic planning, external reporting, mergers and acquisitions, treasury, risk management, investor relations, and corporate governance. Until July 2009, Ms. Stancic served as Chief Financial Officer of Aureon Laboratories Incorporated (“Aureon”), an oncology diagnostic company dedicated to enabling the advancement of predictive and personalized cancer treatment by performing diagnostic reference laboratory and clinical research services. Prior to joining Aureon, Ms. Stancic was Executive Vice President and Chief Financial Officer at OMRIX Biopharmaceuticals, Inc. Before joining OMRIX, Ms. Stancic served as Senior Vice President, Finance at ImClone Systems, Inc. (“ImClone”), a global biopharmaceutical company committed to advancing oncology care, where she was responsible for ImClone’s finance department, information technology and internal audit. Ms. Stancic joined ImClone as Vice President, Controller and Chief Accounting Officer in 2004. Prior to joining ImClone, she was Vice President and Controller at Savient Pharmaceuticals, Inc. from 2003 to February, 2004. Ms. Stancic was Vice President and Chief Accounting Officer at Ogden Corporation from 1999 to 2002 and Regional Chief Financial Officer at OmniCare, Inc. from 1997 to 1999. Ms. Stancic began her career in 1985 at PricewaterhouseCoopers in the Assurance practice where she audited international and national companies in the pharmaceutical and services industries. Ms. Stancic is a Certified Public Accountant and holds an M.B.A. degree from Columbia Business School.

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. Officers are appointed by the Board of Directors and serve at the discretion of the Board. There is no family relationship between or among any of the Company’s directors or officers.

Board Committees

The Board of Directors has appointed an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee and has adopted charters for each of these committees. The Board of Directors has determined that Ana Stancic qualifies as the Audit Committee’s financial expert. The members of the committees are:

Nominating and Corporate Governance Committee
David Sidransky, Chair

Abba David Poliakoff
Ana Stancic

Compensation Committee
Abba David Poliakoff, Chair

David Sidransky
Ana Stancic

Audit Committee
Ana Stancic, Chair

Abba David Poliakoff
David Sidransky

Code of Ethics

The Company has a Code of Ethics that applies to all Company employees, including the President and Chief Financial Officer, as well as members of the Board of Directors. The Company’s Code of Ethics is included as filed as Exhibit 14 to this Annual Report on Form 10-K.

Compliance with Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, as amended, requires the Company’s executive officers, directors and persons who beneficially own more than 10% of the Company’s common stock to file reports of their beneficial ownership and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC executive officers, directors, and greater-than-ten percent holders are required to furnish the Company with copies of all Section 16(a) forms they file. During the fiscal year ended April 30, 2009, the following report was not timely filed: a Form 3 filed by Mark Schonau on February 10, 2009.

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Item 11. Executive Compensation.

The following sets forth information for the two most recently completed fiscal years concerning the compensation of (i) the Company’s principle executive officer and (ii) all other executive officers who earned in excess of $100,000 in total compensation in the fiscal year ended April 30, 2009.

SUMMARY COMPENSATION TABLE

						Option
Name and Principal Position	Year		Salary ($)			Awards ($)		Total ($)
Dr. Douglas D. Burkett, Principal Executive Officer		2009		225,000			—		225,000
		2008		18,750	(1)		389,945		408,695
James Martell, Chief Administrative Officer		2009		185,000					185,000
		2008		113,416					113,416
Mark R. Schonau, Chief Financial Officer		2009		53,958	(2)		212,616		266,574
Durwood Settles, Chief Financial Officer		2009		100,000					100,000

(1)	Salary following March 27, 2008, date of employment agreement.
(2)	Salary following January 19, 2009, date of employment agreement.

The Board of Directors has the right to change and increase the compensation of executive officers at any time.

Dr. Douglas D. Burkett, Principle Executive Officer

The Company entered into an employment agreement dated March 27, 2008 with Dr. Burkett to serve as President. The term of the agreement commenced on March 31, 2008 and extends for a two-year period, renewing automatically for successive one year periods unless notice of non-renewal is given by the Company or Dr. Burkett. Dr. Burkett’s compensation includes a salary of $225,000 per year, participation in Company employee benefit plans and reconfirmation of an option previously granted on October 10, 2007 to acquire 500,000 shares of common stock at an exercise price of $0.75 per share, the market price of the common stock on the date the option was granted. The options to purchase shares vest at the rate of 166,665 shares on the first anniversary of the grant date, 166,665 shares on the second anniversary of the grant date and 166,670 shares on the third anniversary of the grant date. All vested options will be exercisable over a five-year period expiring on the fifth anniversary of the grant date, provided that the options will terminate upon a material breach by the executive of the employment agreement. The agreement further provides that if the Company terminates Dr. Burkett’s employment without cause, the Company shall pay him severance equal to four months’ salary and his options shall immediately vest.

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James Martell, Chief Administrative Officer

The Company entered into an employment agreement dated March 31, 2008 with James Martell to serve as Chief Administrative Officer. The term of the agreement commenced on March 31, 2008 and extends for a one-year period, renewing automatically for successive one year periods unless notice of non-renewal is given by the Company or Mr. Martell. Mr. Martell’s compensation includes a salary of $185,000 per year and participation in Company employee benefit plans. The agreement further provides that if the Company terminates him without cause, the Company shall pay him severance equal to three months’ salary. In May 2008, the Company paid Mr. Martell $361,000 for past services rendered. In May 2009, Mr. Martell resigned as Chief Administrative Officer and became a consultant to the Company. Under the consulting agreement, Mr. Martell will be compensated at the rate of $100,000 annually. The consulting agreement terminates in May 2011. Either party may terminate the agreement upon ninety days written notice. In May 2009, the Company entered into a Board approved Stock Repurchase Agreement with James Martell, a Board member, to purchase $281,250 of the Company’s Common stock held by Mr. Martell over the next five quarters providing that Mr. Martell continues his consulting agreement. Under the agreement, the Company will repurchase stock at the lesser price of (a) $0.50 or (b) 50% of the average volume-weighted closing price of the stock as quoted on the OTC Bulletin Board for the 30 day trading period ending on the day before the date of each purchase. The Company may purchase up to 2,250,000 shares of Mr Martell’s common stock at the discretion of the Company subject to the above commitment and pricing formula.

Mark R. Schonau, Chief Financial Officer

The Company entered into an employment agreement dated January 5, 2009 with Mr. Schonau to serve as Chief Financial Officer. The term of the agreement commenced on January 19, 2009 and is at-will. Mr. Schonaus’ compensation includes a salary of $185,000 per annum, participation in Company employee benefit plans and an option to purchase 233,000 shares of the Company’s common stock at an exercise price of $1.18 per share, the market price of the common stock on the date the options were approved by the Company’s Board of Directors. The options to purchase shares vest at the rate of 77,666 shares on the first anniversary of the grant date, 77,667 shares on the second anniversary of the grant date and 77,667 on the third anniversary of the grant date. All vested options will be exercisable over a seven-year period beginning on the third anniversary of the grant date. The agreement further provides that if the Company terminates the executive’s employment without cause, the Company shall pay the executive severance equal to three months salary.

Durwood Settles, Chief Financial Officer (former)

On January 15, 2007, the Company issued options for 50,000 shares of restricted stock to Durwood Settles, Director of the Company, exercisable over a five year period, based on a fair value exercise price on the date of issuance of $0.17, exercisable through January 15, 2012, and vesting one year from the date of issuance. Mr. Settles became the Company’s controller on January 19, 2009 and left the Company effective July 1, 2009.

The following table sets forth, for each of the executive officers named in the Summary Compensation Table, information with respect to unexercised options as of the Company’s fiscal year ended April 30, 2009:

	Number of		Number of
	Securities		Securities
	Underlying		Underlying
	Unexercised		Unexercised		Option		Option
	Options (#)		Options (#)		Exercise		Expiration
Name	Exercisable		Un-exercisable		Price ($)		Date
Douglas D. Burkett (1)		166,666		333,334		0.75		10/10/2012
Mark R. Schonau (2)		—		233,333		1.18		2/23/2019
James Martell		N/A		N/A		N/A		N/A
Durwood Settles		50,000		—		0.17		1/15/2012

(1)

These options to purchase shares vest at the rate of 166,665 shares on each of the first three anniversaries of the October 10, 2007 grant date. All vested options will be exercisable over a five-year period expiring on the fifth anniversary of the grant date, provided that the options will terminate upon a material breach by Dr. Burkett of his employment agreement. The options shall immediately vest if the Company terminates Dr. Burkett’s employment without cause.

(2)

These options to purchase shares vest at the rate of 77,777 shares on each of the first three anniversaries of the February 23, 2009 grant date. All vested options will be exercisable over a ten year period expiring on the tenth anniversary of the grant date.

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DIRECTOR COMPENSATION

In the fiscal year ended April 30, 2008, the Board of Directors agreed to a Director’s compensation plan whereby non-employee directors will receive options to purchase 50,000 shares upon their initial appointment as a director. In addition, the Chairman of the Board will receive options to purchase 50,000 shares. Each director is entitled to receive options to purchase 20,000 shares annually upon their reelection or as of the annual meeting date. All options have a term of five years, vest equally over three years at the rate of one-third each year, and have an exercise price equal to the fair market value of the stock on the date the option is granted. Under the plan, on March 31, 2008 Mr. Poliakoff and Ms. Stancic, both appointed as independent directors of the Company, were each granted options to purchase 50,000 shares, and Dr. Sidransky was granted options to purchase 40,000 shares, all at a price of $1.15 per share, the market price on the date of grant, as their initial option grant.

The following table summarizes the compensation paid to directors for the fiscal year ended April 30, 2009 and 2008:

	2009		2008
Board Member	Option Awards ($)		Option Awards ($)
David Sidransky	$	—	$	28,342
Abba David Poliakoff	$	—	$	35,427
Ana Stancic	$	—	$	35,427
James Martell	$	—	$	—

The above option award values were calculated using the Black-Scholes valuation method (see Note 3 to the Consolidated Financial Statements included herein).

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of August 10, 2009 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		Percent
Beneficial Owner	Beneficially Owned (1)		of Class
Dr. David Sidransky 1550 Orleans Street Baltimore, MD 21231		10,613,333		32.2
James M. Martell 1400 N. 14th Street Arlington, VA 22209		7,535,501		22.8
Dr. Manuel Hildalgo 206 Cross Street Baltimore, MD 21230		2,729,167		8.1

⁽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.

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As of April 30, 2009, the common stock ownership by officers and directors of the Company and all officers and directors as a group was as follows:

		Common Stock		Percentage
Name of Beneficial Owner	Title	Beneficially Owned (1)		of Class
Dr. David Sidransky	Chairman		10,613,333		32.20
Douglas D. Burkett, Ph.D.	Principal Executive Officer		170,666		0.01
James M. Martell	Director		7,848,001		23.40
Abba David Poliakoff	Director		416,666		1.30
Ana I. Stancic	Director		—		—
All Officers and Directors as a group			19,048,666		56.91

⁽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.

Equity Compensation Plan Information

The Company has granted options to individual employees, directors, and consultants pursuant to individual compensation arrangements under a 2008 Equity Incentive Plan that has not yet been approved by shareholders. The following table provides information, as of April 30, 2009, with respect to all these compensation arrangements under which shares are authorized for issuance.

	Number of				Number of securities
	securities to be				remaining available for
	issued upon		Weighted-average		future issuance under
	exercise of		exercise price of		equity compensation
	outstanding		outstanding		plans (excluding
	options, warrants		options, warrants		securities reflected in
	and rights		and rights		column (a)
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders		—		—		—
Equity compensation plans not approved by security holders		2,498,333	$	0.76		—
Total		2,498,333	$	0.76

Item 13. Certain Relationships and Related Transactions.

During 2009 we paid our former CEO approximately $361,000 for accrued salaries payable to him outstanding as of April 30, 2008. No amounts were outstanding as of April 30, 2009.

During the year ended April 30, 2009, the Company paid our Chairman, David Sidransky, $105,000 for consulting services.

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Item 14. Principal Accountant Fees and Services.

The following is a summary of the fees billed to the Company by its principal accountants during the fiscal years ended April 30, 2009, and April 30, 2008:

Fee Category	2009		2008
Audit and related fees	$	28,000	$	25,000
Tax fees		5,000		—
All other fees		10,000		9,000
Total fees	$	43,000	$	34,000

Audit and related fees: Consists of fees for professional services rendered by our principal accountants for the audit of the annual financial statements fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of financial statements.

Tax fees: Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All other fees: Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit and related fees,” and “Tax fees” above.

The prior approval of the Board of Directors is required for the engagement of our auditors to perform any non-audit services for us. Other than de minimis services incidental to audit services, non-audit services shall generally be limited to tax services such as advice and planning and financial due diligence services. All fees for such non-audit services must be approved by the Board of Directors, except to the extent otherwise permitted by applicable SEC regulations.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)	The following documents are filed as part of this report:
1.	Financial Statements.
	The following financial statements of Champions Biotechnology and Reports of Independent Registered Public Accounting Firms are presented in the “F” pages of this report:
	Reports of Independent Registered Public Accounting Firms.
	Consolidated Balance Sheets — April 30, 2009 and 2008.
	Consolidated Statements of Operations — Each of the years in the two-year period ended April 30, 2009.
	Consolidated Statements of Stockholders’ Equity — Each of the years in the two-year period ended April 30, 2009.
	Consolidated Statements of Cash Flows — Each of the years in the two-year period ended April 30, 2009.
	Notes to Consolidated Financial Statements.
2.	Financial statement schedules have been ommited since the required information is not appropriate or is not present in amounts sufficient to require submission after scheduled, or because of the information is included in the financial statements and notes thereto.
3.	All management contracts and compensatory plans and arrangements are specifically identified on the attached Exhibit Index.
(b)	Exhibits:

Exhibits No.
	2.1	Biomerk Agreement and Plan of Merger (incorporated by reference to Exhibit 10.1 of Form 8-K filed on May 24, 2007)
	3.1	Articles of Incorporation*
	3.2	Bylaws, as amended*
	10.1	Employment Agreement dated March 27, 2008 between the Company and Douglas D. Burkett (incorporated by reference to Exhibit 10.1 of the April 30, 2008 Form 10-KSB)
	10.2	Employment Agreement dated March 31, 2008 between the Company and James Martell (incorporated by reference to Exhibit 10.2 of the April 30, 2008 Form 10-KSB)
	10.3	Employment Agreement dated March 26, 2008 between the Company and Durwood C. Settles (incorporated by reference to Exhibit 10.3 of the April 30, 2008 Form 10-KSB)
	10.4	Employment Agreement dated January 5, 2009 between the Company and Mark R. Schonau*
	10.5	Consulting Agreement dated May 18, 2009 between the Company and James Martell.*
	10.6	Stock Repurchase Agreement dated May 18, 2009 between the Company and James Martell.*
	10.7	Lease of Maryland facility (incorporated by reference to Exhibit 10.1 of January 31, 2009 Form 10-Q)
	10.8	Agreement re: Patent Application acquisition (incorporated by reference to Exhibit 10 of Form 8-K filed on February 16, 2007)
	14	Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)
	21	Subsidiaries of the Registrant*
	31.1	Rule 13a-14(a)/15d-14(a) Certification of President and Principle Executive Officer*
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
	32.1	Section 1350 Certifications*

* Filed herewith

(c) Financial Statements and Schedules — See Item 15(a)(1) and Item 15(a)(2) above.

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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 BIOTECHNOLOGY, INC.
By:	/s/ Douglas D. Burkett
	Douglas D. Burkett
	President and Principal Executive Officer
	Date: August 26, 2009

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/ Mark R. Schonau
	Mark R. Schonau
	Chief Financial Officer
	Date: August 26, 2009
By:	/s/ David Sidransky
	Chairman
	Director
	Date: August 26, 2009
By:	/s/ James Martell
	Director
	Date: August 26, 2009
By:	/s/ Abba Poliakoff
	Director
	Date: August 26, 2009
By:	/s/ Ana Stancic
	Director
	Date: August 26, 2009

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CHAMPIONS BIOTECHNOLOGY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2009 AND 2008

	Page
CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Registered Public Accounting Firm	F-2
Report of Independent Registered Public Accounting Firm	F-3
Consolidated Balance Sheets as of April 30, 2009 and 2008	F-4
Consolidated Statements of Operations for the years ended April 30, 2009 and 2008	F-5
Consolidated Statements of Stockholders’ Equity for the years ended April 30, 2009 and 2008	F-6
Consolidated Statements of Cash Flows for the years ended April 30, 2009 and 2008	F-7
Notes to Consolidated Financial Statements	F-8 – F-18

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of
Champions Biotechnology, Inc.

We have audited the accompanying consolidated balance sheet of Champions Biotechnology, Inc. (“the Company”), as of April 30, 2009, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended. The 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Biotechnology, Inc. at April 30, 2009 and the consolidated results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company’s recurring losses from operations raise substantial doubt about its ability to continue as a going concern. Management’s plans as to these matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Ernst & Young LLP

Phoenix, Arizona
August 26, 2009

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Champions Biotechnology, Inc.

We have audited the accompanying consolidated balance sheet of Champions Biotechnology, Inc., as of April 30, 2008, and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended April 30, 2008. Champions Biotechnology, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 financial position of Champions Biotechnology, Inc. as of April 30, 2008, and the results of its operations and its cash flows for the year ended April 30, 2008 in conformity with accounting principles generally accepted in the United States of America.

/s/ BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
Marlton, NJ 08053
July 28, 2008 (August 13, 2009 as to Note 5)

F-3

CHAMPIONS BIOTECHNOLOGY, INC.

CONSOLIDATED BALANCE SHEETS

	April 30,
	2009			2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,728,000		$	3,709,000
Short term investments		1,017,000			—
Prepaid expenses, deposits, and other receivables		1,125,000			53,000
Total current assets		3,870,000			3,762,000
Property and equipment, net		81,000			—
Intangible assets		—			227,000
Goodwill		669,000			662,000
TOTAL ASSETS	$	4,620,000		$	4,651,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,414,000		$	113,000
Accrued liabilities		67,000			35,000
Deferred revenue		1,223,000			505,000
Accrued salary due to officer		—			361,000
Total current liabilities		2,704,000			1,014,000
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, $10 par value; 56,075 shares authorized; no shares issued or outstanding		—			—
Common stock, $.001 par value; 50,000,000 shares authorized; 33,579,000 and 33,338,000 issued at April 30, 2009 and 2008, respectively, and 32,989,000 and 33,248,000 shares outstanding, respectively		34,000			33,000
Treasury stock, at cost, 590,000 and 90,000 shares, respectively		(1,000	)		—
Additional paid-in capital		11,640,000			11,119,000
Accumulated deficit		(9,757,000	)		(7,515,000	)
Total stockholders’ equity		1,916,000			3,637,000
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	4,620,000		$	4,651,000

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CHAMPIONS BIOTECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended April 30,
	2009			2008
OPERATING REVENUE
Personalized oncology services	$	3,278,000		$	1,400,000
Preclinical eValuation services		432,000			—
Total operating revenue		3,710,000			1,400,000
COSTS AND OPERATING EXPENSES
Cost of personalized oncology services		1,623,000			490,000
Cost of preclinical eValuation services		357,000			—
Research and development		1,721,000			200,000
Impairment of intangible asset		284,000			—
General and administrative		2,055,000			1,150,000
Total costs and operating expenses		6,040,000			1,840,000
LOSS BEFORE OTHER INCOME		(2,330,000	)		(440,000	)
Interest income		88,000			29,000
LOSS BEFORE PROVISION FOR INCOME TAXES		(2,242,000	)		(411,000	)
Provision for income taxes		—			—
NET LOSS	$	(2,242,000	)	$	(411,000	)
NET LOSS PER SHARE—BASIC AND DILUTED	$	(0.07	)	$	(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING — BASIC AND DILUTED		33,266,000			31,494,000

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CHAMPIONS BIOTECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

	Common Stock					Additional		Accumulated			Treasury
	Shares			Amount		Paid-in Capital		Deficit			Stock			Total
Balance at April 30, 2007		27,625,000		$	28,000	$	6,815,000	$	(7,104,000	)	$	—		$	(261,000	)
Stock-based compensation expense		—			—		617,000		—			—			617,000
Acquisition of Biomerk, Inc.		4,000,000			4,000		1,156,000		—			—			1,160,000
Issued common stock for cash		1,429,000			1,000		2,499,000		—			—			2,500,000
Warrants exercised for cash		169,000			—		28,000		—			—			28,000
Options exercised for cash		25,000			—		4,000		—			—			4,000
Net loss		—			—		—		(411,000	)		—			(411,000	)
Balance at April 30, 2008		33,248,000		$	33,000	$	11,119,000	$	(7,515,000	)	$	—		$	3,637,000
Warrants exercised for cash		216,000			1,000		49,000		—			—			50,000
Options exercised for cash		25,000			—		7,000		—			—			7,000
Stock returned by officer		(500,000	)		—		1,000		—			(1,000	)		—
Stock-based compensation expense		—			—		464,000		—			—			464,000
Net loss		—			—		—		(2,242,000	)		—			(2,242,000	)
Balance at April 30, 2009		32,989,000		$	34,000	$	11,640,000	$	(9,757,000	)	$	(1,000	)	$	1,916,000

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CHAMPIONS BIOTECHNOLOGY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended April 30,
	2009			2008
OPERATING ACTIVITIES
Net loss	$	(2,242,000	)	$	(411,000	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Impairment of intangible assets		284,000			—
Stock-based compensation		464,000			617,000
Depreciation		4,000			—
Changes in operating assets and liabilities:
Prepaid expenses, deposits, and other receivables		(668,000	)		(53,000	)
Accounts payable		881,000			72,000
Accrued liabilities		32,000			35,000
Deferred revenue		718,000			505,000
Accrued salary due to officer and other accrued expenses		(361,000	)		27,000
Net cash (used in) provided by operating activities		(888,000	)		792,000
INVESTING ACTIVITIES
Purchase of certificate of deposit		(1,017,000	)		—
Purchase of property and equipment		(69,000	)		—
Purchase of intangibles		(57,000	)		(47,000	)
Other		(7,000	)		—
Cash received in Biomerk acquisition		—			471,000
Net cash (used in) provided by investing activities		(1,150,000	)		424,000
FINANCING ACTIVITIES
Payment of officers loan payable		—			(44,000	)
Proceeds from sale of common stock		—			2,500,000
Proceeds from exercise of options and warrants		57,000			33,000
Net cash provided by financing activities		57,000			2,489,000
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(1,981,000	)		3,705,000
CASH AND CASH EQUIVALENTS — BEGINNING OF YEAR		3,709,000			4,000
CASH AND CASH EQUIVALENTS — END OF YEAR	$	1,728,000		$	3,709,000
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	—		$	1,000
Income tax	$	7,000		$	—
SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS:
In May 2007, the Company issued 4,000,000 shares of our common stock for 100% of Biomerk, Inc.

The accompanying notes are an integral part of these consolidated financial statements.

F-7

CHAMPIONS BIOTECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2009 AND 2008

Note 1. Organization and Basis of Presentation

Background

Champions Biotechnology, Inc., (the “Company”, “we”) is a biotechnology company that is engaged in the development of advanced preclinical platforms and predictive tumor specific data to enhance and accelerate the value of oncology drugs. In March 2009, the Company formed Champions Biotechnology UK Limited, a wholly owned subsidiary, in order to establish operations in the United Kingdom and Israel.

Basis of Presentation

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced recurring losses from operations while developing its service offerings and expanding its sales channels. These operating losses are expected to continue into the near future as the Company continues to expand. The Company will require additional capital beyond the cash currently on hand to fund these expected near term operating losses. To meet these capital needs, the Company’s management is seeking to raise funds from various sources, including both the private placements and public markets. There is no assurance that the Company will succeed in these fund-raising efforts, which could significantly restrict the Company’s ability to operate. The conditions and events described raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries: Biomerk, Inc. and Champions Biotechnology UK, Limited. All material intercompany transactions have been eliminated in consolidation.

Segment Reporting

The Company operates as a single operation, using core infrastructure that serves the oncology needs of both personalized oncology and preclinical customers. The Company’s chief operating decision maker assesses the Company’s performance as a whole and no expense or operating income is generated or evaluated on any component level.

Use of Estimates

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

Reclassifications

Certain prior year amounts have been reclassified to conform with the current year presentation.

F-8

CHAMPIONS BIOTECHNOLOGY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 2. Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less, to be cash equivalents. At various times throughout the years, the Company had amounts on deposit at financial institutions in excess of federally insured limits. Our highly liquid investments are maintained at well-capitalized financial institutions to mitigate the risk of loss.

Short-Term Investments

The Company classifies its short-term investments in certificates of deposits as available-for-sale securities in accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS 115”). Available-for-sale investments are carried at fair value as determined by quoted prices, with unrealized gains and losses reported as other comprehensive income within stockholders’ equity. Unrealized losses considered to be other-than-temporary are recognized currently in earnings. There were no other-than-temporary losses recorded for the years ended April 30, 2009 and 2008. Interest income and realized gains and losses, using the specific identification method, are included in other income. The short-term investments all mature within one year.

Fair Value of Financial Instruments

The carrying value of cash and cash equivalents, short term investments, accounts receivable, prepaid expenses, deposits, and other receivables, accounts payable, accrued liabilities, and deferred revenue approximate their fair value based on the liquidity or the short-term maturities of these instruments.

SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices in active markets identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

At April 30, 2009, the fair value of our short-term investments, which consist solely of a certificate of deposit, was determined using Level 1 of the hierarchy of valuation inputs, with the use of observable market prices in the active market. The unit of account used for valuation is the individual underlying security. Because this security held by the Company is an investment, assessment of non-performance risk in not applicable as such considerations are only applicable in evaluating the fair value measurements for liabilities.

Property and Equipment

Property and equipment is recorded at cost and consists of laboratory equipment, furniture and fixtures, and computer hardware and software. Depreciation is calculated on a straight-line basis over the estimated useful lives of the various assets ranging from three to seven years. Property and equipment consisted of the following:

	April 30,
	2009			2008
Furniture and fixtures	$	26,000		$	—
Computer equipment and software		55,000			—
Laboratory equipment		4,000			—
Total property and equipment		85,000			—
Less accumulated depreciation		(4,000	)		—
Property and equipment, net	$	81,000		$	—

Depreciation expense was approximately $4,000 and $0 for the fiscal years ended April 30, 2009 and 2008, respectively.

F-9

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 2. Summary of Significant Accounting Policies (Continued)

Goodwill

Goodwill represents the excess of the cost over the fair market value of the net assets acquired including identifiable assets. Goodwill is tested annually, or more frequently if circumstances indicate potential impairment, by comparing its fair value to its carrying amount as defined by Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142”). The determination of whether or not goodwill is impaired involves significant judgment. Although the Company believes its goodwill is not impaired, changes in strategy or market conditions could significantly impact the judgments and may require future adjustments to the carrying value of goodwill.

Intangible Assets

Intangible assets represent costs incurred for acquired patents and patent applications expected to be licensed in the near future. Intangible assets are tested for impairment if an impairment indicator arises. An impairment loss is recognized to the extent that the carrying amount exceeds the expected future undiscounted cash flows. See Note 4 for further discussion of an identified impairment in fiscal 2009.

Deferred Revenue

Deferred revenue represents payments received in advance for services to be performed. When services are rendered, deferred revenue is then recognized as earned.

Revenue Recognition

The Company derives revenue from Personalized Oncology and Preclinical eValuation services. Personal Oncology Services assist physicians by providing information that may enhance personalized treatment options for their cancer patients through access to expert medical information panels and tumor specific data. The Company’s Preclinical eValuation services offer a preclinical tumorgraft platform to pharmaceutical and biotechnology companies using Biomerk Tumorgraft studies, which have been shown to be predictive of how drugs may perform in clinical settings. The Company recognizes revenue when the four basic criteria of the SEC’s Staff Accounting Bulletin No. 104, “Revenue Recognition” (“SAB 104”) are met: 1) a contract has been entered into with our customers; 2) delivery has occurred or services rendered to our customers; 3) the fee is fixed and determinable as noted in the contract; and 4) collectability is reasonably assured, as fees for services are received in full upon execution of the contract. The Company utilizes a proportional performance revenue recognition model for its preclinical eValuation services under which we recognize revenue as performance occurs, based on the relative outputs of the performance that have occurred up to that point in time under the respective agreement, typically the delivery of reports to our customers documenting the results of our testing protocols.

When a Personalized Oncology or Preclinical eValuation arrangement involves multiple elements, the items included in the arrangement (deliverables) are evaluated pursuant to Emerging Issues Task Force (EITF) Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables”, to determine whether they represent separate units of accounting. We perform this evaluation at the inception of an arrangement and as we deliver each item in the arrangement. Generally, we account for a deliverable (or a group of deliverables) separately if: (1) the delivered item(s) has standalone value to the customer, (2) there is objective and reliable evidence of the fair value of the undelivered items included in the arrangement, and (3) if we have given the customer a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) or service(s) is probable and substantially in our control. All revenue from contracts determined not to have separate units of accounting is recognized based on consideration of the most substantive delivery factor of all the elements in the arrangement.

Cost of Personalized Oncology Services

Cost of personalized oncology services consists of costs related to personalized oncology revenue from oncology panels, implantations, vaccine development and studies. Along with the internal cost of salaries for personnel directly engaged in these services, this includes physicians’ honorariums and panel participation costs including travel, lodging, and meals, laboratory and testing fees and administrative costs. Costs associated with implantations are primarily consulting fees and laboratory expenses. Vaccines and studies costs are primarily from contract research organizations for conducting the related studies.

F-10

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 2. Summary of Significant Accounting Policies (Continued)

Cost of Preclinical eValuation Services

Cost of Preclinical eValuation services consists of expenses related to Preclinical eValuation revenues. Along with the internal cost of salaries directly related to Preclinical eValuation services these costs include charges from contract research organizations for conducting the related clinical evaluation.

Research and Development

Research and development expense represent both costs incurred internally for research and development activities as well as costs incurred externally to fund research and development activities. All research and development costs are expensed as incurred. We account for non-refundable advance payments for future research and development activities in accordance with EITF 07-03, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities” which requires that nonrefundable advance payments be capitalized and recorded as expense when the respective product or services are determined.

Basic and Diluted Loss Per Common Share

Basic and diluted loss per common share (“EPS”) are calculated in accordance with SFAS No. 128, “Earnings Per Share” (“SFAS 128”). Basic loss per common share is computed by dividing our net loss by the weighted average number of common shares outstanding during the period excluding the dilutive effects of options and warrants.

For 2009 and 2008, diluted loss per common share is computed on the same basis as basic loss per common share, as the inclusion of potential common shares would be anti-dilutive. The table below reflects the potential weighted average incremental shares of common stock equivalents that have been excluded from the computation of diluted loss per common share since their effect would be anti-dilutive.

	Year Ended April 30,
	2009		2008
Stock options		371,605		359,146
Warrants		473,237		486,070
Total common stock equivalents		844,842		845,216

Stock-Based Compensation

SFAS No. 123(R) requires the Company to calculate the fair value of stock-based awards on the date of grant. The Company used the Black-Scholes option pricing model to estimate fair value. The option pricing model requires the Company to estimate certain key assumptions such as expected life, volatility, risk free interest rates, and dividend yield to determine the fair value of stock-based awards, based on historical information and management judgment. The Company amortizes the stock-based compensation expense over the period that the awards are expected to vest, net of estimated forfeiture rates. If the actual forfeitures differ from management estimates, adjustments to compensation expense are recorded. The Company reports cash flows resulting from tax deductions in excess of the compensation cost recognized from those options (excess tax benefits) as financing cash flows.

In March 2005, the SEC issued Staff Accounting Bulletin No. 107 “Share-Based Payment” (“SAB 107”), relating to SFAS No. 123(R), and in December 2007, the SEC issued Staff Accounting Bulletin No 110 “Share-Based Payment” (“SAB 110”). SAB 110 allows companies to continue to use the simplified method, as defined in SAB 107, to estimate the expected term of stock options under certain circumstances. The simplified method for estimating the expected life uses the mid-point between the vesting term and the contractual term of the stock option. The Company has analyzed the circumstances in which the simplified method is allowed and is utilizing the simplified method for all stock options and warrants granted.

F-11

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 2. Summary of Significant Accounting Policies (Continued)

The Company measures compensation expense for its non-employee stock-based compensation under EITF Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (EITF 96-18). The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received. The fair value is measured at the value of the Company’s common stock on the date that the commitment for performance by the non-employee consultant has been reached or the consultant’s performance is complete.

Income Taxes

The Company accounts for income taxes as prescribed by SFAS No. 109, “Accounting for Income Taxes” (“SFAS 109”). SFAS 109 prescribes the use of the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts using currently enacted tax laws.

The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. Realization of the deferred tax assets is principally dependent upon achievement of projected future taxable income offset by deferred tax liabilities.

Effective May 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty Income Taxes” (“FIN 48”). FIN 48 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For the years ended April 30, 2009 and 2008, the Company did not identify any uncertain tax positions and has not accrued for any liabilities.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Liabilities, including an amendment of FASB Statement No. 115” (“SFAS 159”). SFAS No. 159 permits entities to choose, at specified election dates, to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses are recognized on items for which the fair value option has been elected in earnings in each subsequent reporting date. SFAS No. 159 was effective for the Company on May 1, 2008. The Company chose not to voluntary measure any financial assets and liabilities at fair value and the adoption of SFAS 159 did not have an impact of the consolidated results of operations and financial condition.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141(R)). SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquire and the goodwill acquired in connection with business combinations. SFAS 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141(R) is effective for the Company beginning on or after May 1, 2009. The adoption of SFAS 141(R) will change how future acquisitions are recorded and reported.

In December 2007, the FASB ratified the consensuses reached in Emerging Issue Task Force, or EITF, Issue No. 07-1, “Collaborative Arrangements” (“EITF 07-1”). EITF 07-1 defines collaborative arrangements and establishes reporting requirements for transactions between participants in a collaborative arrangement and between participants in the arrangements and third parties. Under EITF 07-1, payments between participants pursuant to a collaborative arrangement that are within the scope of other authoritative accounting literature on income statement classification should be accounted for using the relevant provisions of that literature. If the payments are not within the scope of other authoritative accounting literature, the income statement classification for the payments should be based on an analogy to authorize accounting literature or if there is no appropriate analogy, a reasonable, rational, and consistently applied accounting policy election. EITF 07-1 also provides disclosure requirements and is effective for the Company on May 1, 2009. The effect of applying EITF 07-1 will be reported as a change in accounting principle through retrospective applications to all prior periods presented for all collaborative arrangements existing as of the effective date, unless it is impracticable. The Company does not expect that the impact that the adoption of EITF 07-1 will have a material impact on its consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 defines subsequent events as events or transactions that occur after the balance sheet date, but before the financial statements are issued. It defines two types of subsequent events: recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and non-recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued. Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed. The statement requires entities to disclose the date through which subsequent events have been evaluated, and the basis for that date. In accordance with this statement, an entity will adopt the requirements of SFAS 165 in the first quarter of fiscal 2010. The Company does not expect the requirements to have a material impact on the Company’s consolidated financial statements and disclosures.

F-12

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 3. Commitments and Contingencies

Operating leases

The Company leases office and laboratory space under a non-cancelable operating lease in Baltimore, MD, which expires April 2010, and offices, under a non-cancelable operating lease in Tempe, AZ which expires May, 2011.

Under the terms of the Baltimore lease the Company can extend the term of the one year lease for five additional one year periods after the Company provides written notice to do so. The monthly lease payment for the initial lease is $5,500.

Under the terms of the Tempe lease the Company has no extension provision at the end of the initial two year lease. The monthly lease payment for the initial two year lease is $4,250 in year one and $4,750 in year two.

Future minimum lease payments under operating leases due each year are as follows at April 30, 2009:

2010	$	115,000
2011		57,000
2012 and thereafter		2,000
Total minimum payments	$	174,000

Rent expense was approximately $89,000 and $9,000 for the years ended April 30, 2009 and 2008, respectively.

Legal Matters

The Company is party to certain legal matters arising in the ordinary course of its business. The Company has evaluated its potential exposure to these legal matters, and has recorded amounts in the financial statements accordingly. The Company is not aware of any other matters that would have a material impact on the Company’s financial position or results of operations.

Note 4. Impairment of Intangible Assets

The Company’s Polymerization Inhibitors: Benzoylphenylurea (BPU) Sulfur Analogs patent applications were acquired in 2007 and since then the Company has spent approximately $100,000 on ongoing patent legal fees in anticipation of pursuing licensing or development partnering opportunities for these patents. During the fourth quarter of fiscal 2009, the Company identified indicators of impairment in its BPU patents based on changes in the current market conditions and expectations of near term commercialization. SFAS No. 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” requires an impairment loss be recognized for an amortizable intangible asset whenever the net cash in-flow to be generated from an asset is less that its carrying cost. As the Company was unable to determine the timing or amount of net cash in-flow to be generated from a BPU licensing and/or partnering agreement, we were unable to support the carrying value of the intangible asset. Accordingly, the Company recognized an impairment loss for the amount of unamortized BPU patent costs of $284,000 in 2009.

Note 5. Stock-Based Compensation Plan

The Company may grant (i) Incentive Stock Options, (ii) Non-statutory Stock Options, (iii) Restricted Stock Awards, and (iv) Stock Appreciation Rights (collectively, “stock-based compensation”) to its employees, Directors and non-employee consultants under a 2008 Equity Incentive Plan that has not yet been approved by the company’s shareholders. Such awards may be granted by the Company’s Board of Directors. Options granted under the plan expire no later than ten years from the date of grant and the awards vest as determined by the Board of Directors.

F-13

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 5. Stock-Based Compensation Plan (Continued)

Stock-based compensation in the amount of $464,000 and $617,000 was recognized for the years ended April 30, 2009 and 2008, respectively. Stock-based compensation costs were recorded as follows:

	Years Ended April 30,
	2009		2008
Personalized oncology service	$	4,000	$	—
Preclinical eValuation service		4,000		—
Research and development		127,000		—
General and administrative		329,000		617,000
Total share-based compensation expense	$	464,000	$	617,000

Black-Scholes assumptions were as follows:

	Year Ended April 30,
	2009		2008
Expected term in years		1.5 - 6.0		2.0 - 3.5
Risk free interest rates		1.9% - 3.4%		2.5% - 4.6%
Volatility		69% - 94%		83% - 89%
Dividend yield		0%		0%

Stock Option Grants

The Company’s stock options activity, and outstanding, exercisable, exercised and forfeited categorized as employees/directors and consultants are as follows:.

									Weighted
									Average
				Directors					Remaining		Aggregate
				and					Contractual		Intrinsic
	Consultants			Employees		Total			Life (Years)		Value
Outstanding as of April 30, 2007		340,000			—		340,000
Granted		1,500,000			140,000		1,640,000
Exercised		(25,000	)		—		(25,000	)
Outstanding as of April 30, 2008		1,815,000			140,000		1,955,000
Granted		20,000			398,333		418,333
Exercised		(25,000	)		—		(25,000	)
Change in employee status		(500,000	)		500,000		—
Outstanding as of April 30, 2009		1,310,000			1,038,333		2,348,333			4.83	$	594,000
Exercisable as of April 30, 2009		806,667			46,667		853,334			3.51	$	396,000

The Company’s Board has not approved a limit to the number of shares available for issuance under the Company’s 2008 Equity Incentive plan, and as such the Board approves each grant individually.

F-14

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 5. Stock-Based Compensation Plan (Continued)

Additional information regarding options outstanding as of April 30, 2009 is as follows:

	Options Outstanding						Options Exercisable
Range of			Weighted Average		Weighted				Weighted
Exercise	Number		Contractual Life		Average		Number		Average
Prices	Outstanding		(Yrs)		Exercise Price		Exercisable		Exercise Price
$0.17 – $0.30		815,000		2.95	$	0.25		481,667	$	0.21
$0.75 – $0.87		515,000		3.61	$	0.75		166,667	$	0.75
$1.00 – $1.18		1,018,333		6.95	$	1.14		205,000	$	1.12
$0.17 – $1.18		2,348,333		4.83	$	0.75		853,334	$	0.54

On May 15, 2007, the Company granted a consultant 500,000 stock options at $0.30 per share, as incentive for joining the Board of Directors and to serve as the Company’s scientific advisor. Under this grant, the Company recorded approximately $6,400 of stock compensation expense in the first quarter 2008, until June 11, 2007, when the consultant accepted his appointment to the Company’s Board of Directors and agreed to serve as the Company’s scientific advisor. The date of appointment was considered a performance commitment and the Company re-measured the fair value of the award and began recording the remaining compensation expense under the award ratably over the remaining vesting period. Following the Board appointment, the Company recorded $60,600 in stock compensation expense until March 31, 2008. On this date, the individual resigned from the Board and returned to a consulting role. This change in employment status was recognized prospectively under EITF 96-18 such that the fair value of the award are re-measured at each subsequent reporting period until the awards are fully vested. The modification resulted in a $14,700 charge to expense for the remaining period in 2008 and $126,900 charge to expense for the year ended April 30, 2009.

On October 10, 2007, the Company granted a consultant options vesting over three years to acquire 500,000 shares of common stock at an exercise price of $0.75 per share. Under this grant, the Company recorded approximately $72,000 of stock compensation expense while re-measuring the options at each reporting date, until the consultant was hired on as the Company’s Chief Executive Officer on March 31, 2008. On this date, a performance commitment was set and the Company determined the final valuation of the options, recording the remaining under the award expense ratably over the remaining vesting period. Following the employment of this consultant, the Company recorded $10,300 and $124,000 in stock compensation expense for the years ended April 30, 2008 and 2009, respectively.

Note 6. Stockholder’s Equity

Preferred Stock

The Company has 56,075 shares of Series A 12% preferred stock authorized and no shares issued and outstanding at April 30, 2009.

Common Stock

In February 2007, the Company acquired the patent rights to two Benzoylphenylurea (BPU) sulfur analog compounds in exchange for 300,000 shares of the Company’s unregistered common stock with an additional 250,000 shares to be issued upon final approval of the acquired patent.

On May 18, 2007, the Company acquired Biomerk, Inc. and issued 4,000,000 unregistered shares of its common stock. On April 30, 2008, the Company issued 1,428,572 unregistered shares of the Company’s common stock at $1.75 per share for total cash proceeds of $2,500,000 pursuant to the terms of a private investment financing.

F-15

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 6. Stockholder’s Equity (Continued)

Warrants

In October 2006, in conjunction with the cancellation and exchange of 32,450 outstanding shares of our Series A 12% Convertible preferred stock for 1,000,000 shares of our common stock, the Company issued warrants to purchase up to 1,000,000 shares of common stock at an exercise price of $0.15 and $0.25 per share. The warrants have a five year life, expiring in October 2011.

In August 2008, in conjunction with a consulting agreement, the Company issued warrants for the purchase of up to 150,000 shares of our common stock at an exercise price of $1.00 per share vesting on June 30, 2009 and expiring in July 2014. The number of warrants issued under the consulting agreement is subject to a clawback feature if the consulting agreement is terminated before its expiration date of June 30, 2009. No warrants were ever subject to this clawback feature.

During the year ended April 30, 2009 and 2008, warrants for 216,121 and 169,488, respectively, were exercised for total cash proceeds of approximately $50,000 and $28,000, respectively.

Warrants outstanding for the purchase of common stock are as follows:

		April 30,
Exercise price	Expiration date	2009		2008
$0.15	January 15, 2012		315,104		361,328
$0.25	January 15, 2012		299,287		469,184
$1.00	October 20, 2013		150,000		—
			764,391		830,512
	Weighted average exercise price	$	0.36	$	0.20

As of April 30, 2009 and 2008, there were exercisable outstanding warrants of 614,391 and 830,512, respectively.

Note 7. Provision for Income Taxes

For the years ended April 30, 2009 and 2008, the Company recorded a provision for income taxes of $0 in each year. The components of the provision are as follows:

	Federal			State			Total
2009
Current	$	—		$	—		$	—
Deferred		(313,000	)		(68,000	)		(381,000	)
Change in valuation allowance		313,000			68,000			381,000
Total Current		—			—			—
2008
Current		—			—			—
Deferred		(64,000	)		(31,000	)		(95,000	)
Change in valuation allowance		64,000			31,000			95,000
Total Current	$	—		$	—		$	—

F-16

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 7. Provision for Income Taxes (Continued)

A reconciliation between the Company’s effective tax rate and the U.S. statutory tax rate for the years ended April 30, 2009 and 2008 is as follows:

	Year Ended April 30,
	2009			2008
Federal income tax at statutory rate		35.0	%		35.0	%
State income tax, net of federal benefit		4.5	%		4.5	%
Permanent difference		-0.3	%		-0.2	%
Other — True-ups		0.0	%		-18.2	%
Change in valuation allowance		-39.2	%		-21.1	%
Income tax expense		0.0	%		0.0	%

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of April 30, 2009 and 20087 consist of the following:

	April 30,
	2009			2008
Accrued liabilities	$	7,000		$	—
Depreciation and amortization		(10,000	)		71,000
State taxes		(72,000	)		(95,000	)
Stock-based compensation expense		450,000			255,000
Charitable contribution carry-forwards		41,000			41,000
Net operating loss carry-forwards		739,000			1,264,000
Total deferred tax assets		1,155,000			1,536,000
Less: valuation allowance		(1,155,000	)		(1,536,000	)
Net deferred tax asset	$	—		$	—

At April 30, 2009, the Company’s estimated net operating loss carry-forwards were approximately $1,759,000. The Company’s federal net operating losses expire between 2023 and 2029, and its state net operating losses expire between 2010 and 2029.

The Company is in the process of evaluating its acquired net operating loss carryforwards and the impact of applicable Internal Revenue Code Section 382 limitations on those net operating losses. The reason the Company’s net operating loss carryforwards decreased from fiscal 2008 to 2009 is due in part to a write-off of net operating loss carryforwards from pre acquisition periods that the Company does not believe it will ever be able to utilize. As the Company previously established a full valuation allowance against its net operating loss carryforwards, there was no impact on net loss.

F-17

CHAMPIONS BIOTECHNOLOGY, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2009 AND 2008

Note 7. Provision for Income Taxes (Continued)

The Company’s practice is to recognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties on the Company’s balance sheets at April 30, 2009 or April 30, 2008, and has not recognized interest and/or penalties in the statement of operations for either period.

The Company is subject to taxation in the United States and various state jurisdictions. The Company’s tax years for period ending April 30, 1994 and forward are subject to examination by the United States and certain states due to the carryforward of unutilized net operating losses.

Note 8. Related Party Transactions

Related party transactions include transactions between the Company and certain of its stockholders, management and affiliates. The following transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties.

During the years ended April 30, 2009 and 2008, we paid our Chairman of the Board of Directors $105,000 and $0, respectively, for consulting services rendered to the Company.

During the year ended April 30, 2009, we recognized approximately $216,000 in revenues from companies whose board members were also members of our Board of Directors.

We incurred $180,000 and $55,000 in expense for the years ended April 30, 2009 and 2008, respectively from a substantial stockholder of the Company for consulting fees. No amounts were payable to this stockholder as of April 30, 2009 and 2008.

In May 2009, the Board of Directors approved a stock repurchase agreement with a Board member to purchase $281,250 of the Company’s common stock held over the next five quarters providing that the Board member continues his services under a separate consulting agreement executed in conjunction with the stock repurchase agreement. Under the stock repurchase agreement, the Company will repurchase shares of common stock at the lesser of (a) $0.50 per share or (b) 50% of the average volume-weighted closing price of the stock as quoted on the OTC Bulletin Board for the 30 day trading period ending on the day before the date of each purchase as long as the consulting agreement remains in effect. The Company may also purchase up to 2,250,000 shares of the common stock from this Board member at the discretion of the Company subject to the above commitment and pricing formula.

In May 2009, we paid this Board member approximately $156,000 for the purchase of 312,500 shares of our common stock under the above agreement.

Note 9. Subsequent Events

In July 2009, the Company entered into a Joint Development and Licensing Agreement with a third party for the development of a soluble from of SG410, the Company’s Benzoylyphenylurea (BPU) sulfur analog compound. Under the Joint Agreement, the third party will be entitled to milestone payments upon the successes of certain regulatory approvals and royalty payments on net sales of the licensed BPU product.

F-18

EXHIBIT INDEX

Exhibits No.
	2.1	Biomerk Agreement and Plan of Merger (incorporated by reference to Exhibit 10.1 of Form 8-K filed on May 24, 2007)
	3.1	Articles of Incorporation*
	3.2	Bylaws, as amended*
	10.1	Employment Agreement dated March 27, 2008 between the Company and Douglas D. Burkett (incorporated by reference to Exhibit 10.1 of the April 30, 2008 Form 10-KSB)
	10.2	Employment Agreement dated March 31, 2008 between the Company and James Martell (incorporated by reference to Exhibit 10.2 of the April 30, 2008 Form 10-KSB)
	10.3	Employment Agreement dated March 26, 2008 between the Company and Durwood C. Settles (incorporated by reference to Exhibit 10.3 of the April 30, 2008 Form 10-KSB)
	10.4	Employment Agreement dated January 5, 2009 between the Company and Mark R. Schonau*
	10.5	Consulting Agreement dated May 18, 2009 between the Company and James Martell.*
	10.6	Stock Repurchase Agreement dated May 18, 2009 between the Company and James Martell.*
	10.7	Lease of Maryland facility (incorporated by reference to Exhibit 10.1 of January 31, 2009 Form 10-Q)
	10.8	Agreement re: Patent Application acquisition (incorporated by reference to exhibit 10 of Form 8-K filed on February 16, 2007)
	14	Code of Ethics (incorporated by reference to Exhibit 14 of the April 30, 2008 Form 10-KSB)
	21	Subsidiaries of the Registrant*
	31.1	Rule 13a-14(a)/15d-14(a) Certification of President and Principle Executive Officer*
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
	32.1	Section 1350 Certifications*

* Filed herewith

EX-3.1

Exhibit 3.1

CHAMPIONS SPORTS, INC.

CERTIFICATE OF INCORPORATION

Exhibit A

CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL GROUP, INC.

KNOW ALL MEN BY THESE PRESENTS: That the undersigned incorporator being a natural person of the age of eighteen years or more and desiring to form a body corporate under the laws of the State of Delaware does hereby sign, verify and deliver in duplicate to the Secretary of State of the State of Delaware, the Certificate of Incorporation:

ARTICLE I
NAME

The name of the Corporation shall be: International Group, Inc.

ARTICLE II
PERIOD OF DURATION

The Corporation shall exist in perpetuity, from and after the date of filing the Certificate of Incorporation with the Secretary of State of the State of Delaware unless dissolved according to law.

ARTICLE III
PURPOSES AND POWERS

1. Purposes. Except as restricted by the Certificate of Incorporation, the Corporation is organized for the purpose of transacting all lawful business for which corporations may be incorporated pursuant to the General Corporation Law of Delaware.

2. General Powers. Except as restricted by the Certificate of Incorporation, the Corporation shall have and may exercise all powers and rights which a corporation may exercise legally pursuant to the General Corporation Law of Delaware.

3. Issuance of Shares. The board of directors of the Corporation may divide and issue any class of stock of the Corporation in series pursuant to a resolution properly filed with the Secretary of State of the State of Delaware.

ARTICLE IV
CAPITAL STOCK

The aggregate number of shares which this Corporation shall have authority to issue is Eight Hundred Million (800,000,000) shares of a par value of $.00001 each, which shares shall be designated “Common Stock”.

1. Dividends. Dividends in cash, property or shares of the Corporation may be paid upon the Common Stock, as and when declared by the board of directors, out of funds of the Corporation to the extent and in the manner permitted by law.

2. Distribution in Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Corporation shall be distributed, either in cash or in kind, pro rata to the holders of the Common Stock.

3. Voting Rights; Cumulative Voting. Each outstanding share of Common Stock shall be entitled to one vote and each fractional share of Common Stock shall be entitled to a corresponding fractional vote on each matter submitted to a vote of shareholders. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Except as otherwise provided by the Certificate of Incorporation or the General Corporation Law of Delaware, if a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders. When, with respect to any action to be taken by shareholders of this Corporation, the laws of Delaware require the vote or concurrence of the holders of two-thirds of the outstanding shares, of the shares entitled to vote thereon, or of any class or series, such action may be taken by the vote or concurrence of a majority of such shares or class or series thereof. Cumulative voting shall not be allowed in the election of directors of this Corporation.

4. Denial of Preemptive Rights. No holder of any shares of the Corporation, whether now or hereafter authorized, shall have any preemptive or preferential right to acquire any additional shares or securities of the Corporation, including additional unissued or treasury shares of the Corporation or securities convertible into such shares or carrying a right to subscribe to or acquire shares.

-2-

ARTICLE V
TRANSACTIONS WITH INTERESTED DIRECTORS

No contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested shall be either void or voidable solely because of such relationship or interest or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or solely because their votes are counted for such purpose if:

(a) The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or

(b) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or

(c) The contract or transaction is fair and reasonable to the corporation.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction.

ARTICLE VI
CORPORATE OPPORTUNITY

The officers, directors and other members of management of this Corporation shall be subject to the doctrine of “corporate opportunities” only insofar as it applies to business opportunities in which this Corporation has expressed an interest as determined from time to time by this Corporation’s board of directors as evidenced by resolutions appearing in the Corporation’s minutes. Once such areas of interest are delineated, all such business opportunities within such areas of interest which come to the attention of the officers, directors, and other members of management of this Corporation shall be disclosed promptly to this Corporation and made available to it. The board of directors may reject any business opportunity presented to it and thereafter any officer, director or other member of management may avail himself of such opportunity. Until such time as this Corporation, through its board of directors, has designated an area of interest, the officers, directors and other members of management of this Corporation shall be free to engage in such areas of interest on their own and this doctrine shall not limit the rights of any officer, director or other member of management of this Corporation to continue a business existing prior to the time that such area of interest is designated by the Corporation. This provision shall not be construed to release any employee of this Corporation (other than an officer, director or member of management) from any duties which he may have to this Corporation.

-3-

ARTICLE VII
INDEMNIFICATION

1. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interest of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2. The Corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.

-4-

3. To the extent that a director, officer, employee, fiduciary or agent of the Corporation has been successful on the merits in defense of any action, suit, or proceeding referred to in this article or in defense of any claim, issue, or matter therein, he may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4. Any indemnification under paragraph 1 or 2 of this article (unless ordered by a court) may be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in said paragraphs 1 or 2. Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or, if such a quorum is not obtainable or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.

5. Expenses (including attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized in paragraph 4 of this article upon receipt of an undertaking by or on behalf of the director, officer, employee, fiduciary or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this article.

-5-

6. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Certificate of Incorporation, any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors, and administrators of such a person.

7. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this article.

8. A unanimous vote of each class of shares entitled to vote shall be required to amend this article.

ARTICLE VIII
AMENDMENTS

The Corporation reserves the right to amend its Certificate of Incorporation from time to time in accordance with the General Corporation Law of Delaware.

ARTICLE IX
ADOPTION AND AMENDMENT OF BYLAWS

The initial Bylaws of the Corporation shall be adopted by its board of directors. Subject to repeal or change by action of the shareholders, the power to alter, amend or repeal the Bylaws or adopt new Bylaws shall be vested in the board of directors. The Bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with law or the Certificate of Incorporation.

-6-

ARTICLE X
REGISTERED OFFICE AND REGISTERED AGENT

The address of the initial registered office of the Corporation is 12 DeVille Circle, Wilmington, Delaware 19808, New Castle County. The name of the initial registered agent at such address is Kathleen C. Clark. Either the registered office or the registered agent may be changed in the manner permitted by law.

ARTICLE XI
INITIAL BOARD OF DIRECTORS

The number of directors of the Corporation shall be fixed by the Bylaws of the Corporation. The initial board of directors of the Corporation shall consist of four (4) directors. The names and addresses of the persons who shall serve as directors until the first annual meeting of shareholders and until their successors are elected and shall qualify are as follows:

Name	Address
Donald A. Mitchell	Suite 500
	1577 Springhill Road
	Vienna, VA 22180
James M. Martell	4040 Vacation Lane
	Arlington, VA 22207
Michael Tomic	2915 Key Boulevard
	Arlington, VA 22201

ARTICLE XII
INCORPORATOR

The name and address of the incorporator is as follows:

Name	Address
Kathleen C. Clark	12 DeVille Circle
	Wilmington, DE 19808

-7-

IN WITNESS WHEREOF, the above-named incorporator, for the purpose of forming a corporation under the Laws of the State of Delaware, does make, file and record this Certificate of Incorporation and certify that the facts herein stated are true and have, accordingly, set her hand and seal at Wilmington, Delaware, this ___ day of June, 1985.

Kathleen C. Clark

STATE OF DELAWARE	)
	)	ss.
COUNTY OF NEW CASTLE	)

I, the undersigned, a Notary Public, hereby certify that on the __ day of June, 1985, personally appeared before me, Kathleen C. Clark who being by me first duly sworn, declared that she is the person who signed the foregoing document as incorporator, that it was her free and voluntary act and deed, and that the statements therein contained are true.

WITNESS my hand and official seal.

My Commission expires:
(NOTARIAL SEAL)
	Notary Public

-8-

BOOK 342 PAGE 568

PAGE 1

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF INTERNATIONAL GROUP, INC. FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF FEBRUARY, A.D. 1986, AT 9 O’CLOCK A.M.

[ILLEGIBLE]

	/s/ Michael Harkins
860520198	Michael Harkins, Secretary of State AUTHENTICATION:      [ILLEGIBLE]0752269 DATE:      03/01/1986

BOOK 342 PAGE 569

FILED

FEB 21 1986 9 AM

[ILLEGIBLE]

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL GROUP, INC.

1. The name of the corporation is International Group, Inc.

2. The Certificate of Incorporation is hereby amended by striking out ARTICLE I and substituting in lieu thereof the following new ARTICLE:

ARTICLE I
NAME

The name of the Corporation shall be: Champions Sports, Inc.

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware. Prompt written notice of the adoption of the amendment herein certified has been given to those stockholders who have not consented in writing thereto, as provided in Section 228 of the General Corporation Law of the State of Delaware.

Signed and attested to on February 20, 1986.

/s/ Michael G. O’Harro

Michael G. O’Harro, President

Attest:

/s/ Andrew F. Oehmann

Andrew F. Oehmann, Jr., Secretary

RECEIVED FOR RECORD

[ILLEGIBLE]

PAGE 1

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT/OFFICE OF CHAMPIONS SPORTS, INC. FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JULY, A.D. 1986, AT 9 O’CLOCK A.M.

[ILLEGIBLE]

	/s/ Michael Harkins
861980121	Michael Harkins, Secretary of State AUTHENTICATION: [ILLEGIBLE]0903033 DATE: 08/04/1986

FILED

JUL 17 1986 9 AM

[ILLEGIBLE]

CERTIFICATE OF CHANGE OF LOCATION OF
REGISTERED OFFICE AND/OR REGISTERED AGENT
OF
CHAMPIONS SPORTS, INC.

The Board of Directors of Champions Sports, Inc., a corporation of Delaware, on this 14^th day of July, A.D., 1986, do hereby resolve and order that the location of the Registered Office of this Corporation within this State be, and the same hereby is 15 Carolina Court, Wilmington, Delaware, 19808, County of New Castle.

The name of the Registered Agent therein and in charge thereof upon whom process against this corporation may be served, is Kathleen C. Clark.

Champions Sports, Inc., a corporation of Delaware, does hereby certify that the foregoing is a true copy of a resolution adopted by the Board of Directors at a meeting held as herein stated.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by its President and Attested by its Secretary, the 14^th day of July, A.D., 1986.

By:	/s/ [ILLEGIBLE]
	President

ATTEST:	/s/ [ILLEGIBLE]
	Secretary

BOOK B101 PAGE 87

PAGE 1

20271

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF CHAMPIONS SPORTS INTERNATIONAL, INC. FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF OCTOBER, A.D. 1986, AT 9 O’CLOCK A.M.

[ILLEGIBLE]

	RECEIVED FOR RECORD	/s/ Michael Harkins                                                  Michael Harkins, Secretary of State
862950140	Nov. 7, A.D. 1986	AUTHENTICATION: [ILLEGIBLE]0998786
		DATE:  11/06/1986
	/s/ [ILLEGIBLE]
	RECORDER
	[ILLEGIBLE]

[ILLEGIBLE]

FILED

OCT 22 1986 9 AM

[ILLEGIBLE]

Certificate of Amendment of Certificate of Incorporation

of

CHAMPIONS SPORTS INTERNATIONAL, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is Champions Sports International, Inc.

2. The certificate of incorporation of the corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is 5,000. The par value of each of such shares is one cent ($.01). All such shares are of one class and are shares of Common Stock.

All of the corporation’s issued stock, exclusive of treasury shares, shall be held of record by not more than thirty persons.

No stockholder shall sell or otherwise dispose of any of the shares in the corporation, now or hereafter acquired, except under the following terms and conditions:

The party desiring to sell or otherwise dispose of his shares must first offer to the other shareholders the option to purchase within a sixty day period all such shares.

3. The amendment of the certificate of incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

The effective time of the amendment herein certified shall be September 20, 1986:

Signed and attested to on September 30, 1986.

/s/ Michael G. O’Harro

Michael G. O’Harro, President

ATTEST:

/s/ Andrew F. Oehmann

Andrew F. Oehmann, Jr., Secretary

City of Washington	)
	)	SS.:
District of Columbia	)

BE IT REMEMBERED that, on September 30, 1986, before me, a Notary Public duly authorized by law to take acknowledgment of deeds, personally came [ILLEGIBLE] President of Champions Sports International, Inc. who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed is the act and deed of said corporation, and that the facts stated therein are true.

GIVEN under my hand on September 30, 1986.

/s/ [ILLEGIBLE]

My Commission Expires: My Commission Expires June [ILLEGIBLE]

BOOK 916 PAGE 175

PAGE 1

25274

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF CHANGE OF REGISTERED AGENT / OFFICE OF CHAMPIONS SPORTS, INC. FILED IN THIS OFFICE ON THE TWENTY-FOURTH DAY OF AUGUST, A.D. 1989, AT 9 O’CLOCK A.M.

[ILLEGIBLE]

	/s/ Michael Harkins
	Michael Harkins, Secretary of State
	AUTHENTICATION: [ILLEGIBLE]324735
	DATE: 09/05/1989

892560145

BOOK 916 PAGE 176

[ILLEGIBLE]

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation” is CHAMPIONS SPORTS, INC.

2. The registered office of the corporation within the Sate of Delaware is hereby changed to 229 South State Street, City of Dover 19901, County of Kent.

3. The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on August 21, 1989.

/s/ L. Klingsberg

L. Klingsberg, President

Attest:

/s/ Elizabeth A. Carbone

Elizabeth A. Carbone, Secretary

RECEIVED FOR RECORD

SEP 14 1989

EVELYN T. ALEM[ILLEGIBLE]

PAGE 1

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF CHAMPIONS SPORTS, INC. FILED IN THIS OFFICE ON THE TWENTIETH DAY OF NOVEMBER, A.D. 1989, AT 9 O’CLOCK A.M.

[ILLEGIBLE]

	/s/ Michael Harkins
	Michael Harkins, Secretary of State AUTHENTICATION: [ILLEGIBLE]2445712 DATE: 12/11/1989

893240098

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

CHAMPIONS Sports, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That pursuant to a unanimous written consent of the Board of Directors dated as of July 24, 1989, adopted pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and directing the amendment to be considered by the stockholders of said Corporation at the next annual meeting of the stockholders to be held on October 19, 1989.

SECOND: That thereafter, pursuant to resolutions of its Board of Directors, the annual meeting of the stockholders of said Corporation was duly called and held on October 19, 1989, upon notice in accordance with Section 222 of the General Corporation law of the State of Delaware. At said annual stockholders meeting, the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That the Certificate of Incorporation of the Corporation is hereby amended by deleting Article IV in its entirety, and substituting in lieu thereof the following new Article IV:

ARTICLE IV
CAPITAL STOCK

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is Eight Hundred Million Eight Hundred Thousand (800,800,000) shares, of which Eight Hundred Million (800,000,000) shares shall be common stock of the par value of $.00001 each (the “Common Stock”), and Eight Hundred Thousand (800,000) shares shall be preferred stock of the par value of $10.00 each (the “Preferred Stock”).

The designations and the powers, preferences and rights and the qualifications, limitations or restrictions thereof of the shares of Common Stock and Preferred Stock are as follows:

1. Common Stock.

Subject to all of the rights of the Preferred Stock as expressly provided herein, by law or by the board of directors pursuant to this Article IV, the Common Stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges in the Corporation’s Certificate of Incorporation, including, but not limited to, the following rights and privileges:

(a) Dividends. Dividends in cash, property or shares of the Corporation may be paid or set apart for payment upon the Common Stock, as and when declared by the board of directors, out of any funds of the Corporation to the extent and in the manner permitted by law.

(b) Distribution in Liquidation. Upon any liquidation, dissolution or winding up of the Corporation, and after paying or adequately providing for the payment of all its obligations, the remainder of the assets of the Corporation shall be distributed, either in cash or in kind, pro rata to the holders of the Common Stock.

(c) Voting Rights. Each outstanding share of Common Stock shall be entitled to one vote and each fractional share of Common Stock shall be entitled to a corresponding fractional vote on each matter submitted to a vote of shareholders.

-2-

2. Preferred Stock.

(a) Subject to the provisions of this Article IV and to the limitations prescribed by law, the board of directors is hereby expressly granted the authority to authorize the issuance of shares of Preferred Stock in one or more series and with respect to each such series, by the resolution or resolutions providing for the issuance of such series (a copy of which resolution or resolutions shall be set forth in a certificate made, executed, acknowledged, filed and recorded in the manner required by the laws of the State of Delaware in order to make the same effective), to establish from time to time the number of shares to be included in each such series and to fix the powers, designations, preferences, and rights of shares of each such series and the qualifications, limitations or restrictions thereof.

(b) The authority of the board of directors with respect to each series of Preferred Stock shall include, but not be limited to, the determination or fixing of the following:

(i) The designation of such series;

(ii) The number of shares constituting such series;

(iii) The dividend rate of such series, the conditions and dates upon which such dividends shall be payable, whether dividends shall be cumulative and, if so, from what date or dates, and the relative rights of priority, if any, that the payment of dividends on shares of that series shall bear to the payment of dividends on any other class or classes or series of stock.

(iv) Whether shares of that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(v) Whether shares of that series shall have conversion or exchange privileges, and, if so, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange privileges;

-3-

(vi) Whether shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vii) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(viii) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series;

(ix) The restrictions, if any, on the issue or reissue of any additional shares of any series; and

(x) Any other relative rights, preferences and limitations of that series.

(c) All shares of any one series of Preferred Stock shall be alike in every particular, except that the dates from and after which dividends thereon shall cumulate, if cumulative, may vary.

3. Reduction of Two-Thirds Vote Requirement. When, with respect to any action to be taken by shareholders of this Corporation, the laws of Delaware require the vote or concurrence of the holders of two-thirds of the outstanding shares of the shares entitled to vote thereon, or of any class or series, such action may be taken by the vote or concurrence of a majority of such shares or class or series thereof.

4. No Cumulative Voting. Cumulative voting shall not be allowed in the election of directors of this Corporation.

5. Denial of Preemptive Rights. No holder of any shares of the Corporation, whether now or hereafter authorized, shall have any preemptive or preferential right to acquire any additional shares or securities of the Corporation, including additional unissued or treasury shares of the Corporation or securities convertible into such shares or carrying a right to subscribe to or acquire shares.

-4-

FOURTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said CHAMPIONS Sports, Inc. has caused this certificate to be signed by Leonard Klingsberg, its President, and attested to by Elizabeth A. Carbone, its Secretary, this 8^th day of November, 1989.

ATTEST:	CHAMPIONS SPORTS, INC.
/s/ Elizabeth A. Carbone	By:	/s/ Leonard Klingsberg
Elizabeth A. Carbone, Secretary		Leonard Klingsberg, President

-5-

PAGE 1

I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF CHAMPIONS SPORTS, INC. FILED IN THIS OFFICE ON THE TENTH DAY OF OCTOBER, A.D. 1991, AT [ILLEGIBLE] O’ CLOCK A.M.

* * * * * * * * * *

	/s/ Michael Harkins
	Michael Harkins, Secretary of State
[ILLEGIBLE]	AUTHENTICATION: [ILLEGIBLE]

DATE: 10/10/1991

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

CHAMPIONS Sports, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That pursuant to a unanimous written consent of the Board of Directors dated as of May 13, 1991, adopted pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and directing the amendment to be considered by the stockholders of said Corporation at the next annual meeting of the stockholders to be held on October 7, 1991.

SECOND: That thereafter, pursuant to resolutions of its Board of Directors, the annual meeting of the stockholders of said Corporation was duly called and held on October 7, 1991 upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware. At said annual stockholders meeting, the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: The Board of Directors and the stockholders of the Corporation adopted the following resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said Corporation:

RESOLVED, that the FIRST paragraph of ARTICLE IV of the Certificate of Incorporation currently reads as follows:

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is Eight Hundred Million Eight Hundred Thousand (800,800,000) shares, of which Eight Hundred Million (800,000,000) shares shall be common stock of the par value of $.00001 each (the “Common Stock”), and Eight Hundred Thousand (800,000) shares shall be preferred stock of the par value of $10.00 each (the “Preferred Stock”); and it was further

RESOLVED, that the Certificate of Incorporation of the corporation is hereby amended by deleting the first paragraph of Article IV in its entirety, and substituting in lieu thereof the following new first paragraph into Article IV:

The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is Eight Million Eight Hundred Thousand (8,800,000) shares, of which Eight Million (8,000,000) shares shall be Common stock of the par value of $.001 each (the “Common Stock”), and Eight Hundred Thousand (800,000) shares shall be preferred stock of the par value of $10.00 each (the “Preferred Stock”).

1

FOURTH: Reverse Stock Split. The Board of Directors and stockholders of the Corporation adopted resolutions proposing and declaring advisable that an Amendment to the Certificate of Incorporation of said Corporation be filed to reflect the following resolutions:

RESOLVED, that on the Effective Date, as defined herein, each outstanding 100 shares of Common Stock, $.00001 par value each, shall be changed into one (1) share of Common Stock, $.001 par value. As a result of such recapitalization, the Corporation’s 464,769,583 shares of $.00001 par value Common Stock, which are issued and outstanding, shall be changed into a total of approximately 4,647,696 shares of Common Stock, $.001 par value; and it was further

RESOLVED, that no fractional shares of Common Stock as a result of the reverse stock split shall be issued and in lieu of fractional interests shareholders will otherwise be entitled to, all amounts will be rounded up to the nearest whole share. Accordingly, no Common Stock holders will receive less than one full common share. The effective date for the reverse split shall be at 4:00 P.M. New York City time on October 31, 1991.

FIFTH: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said CHAMPIONS Sports, Inc. has caused this certificate to be signed by James Martell, its President, and attested to by Elizabeth A. Carbone, its Secretary, this 7th day October, 1991.

CHAMPIONS SPORTS, INC.
By:	/s/ James Martell
	James Martell, President

ATTEST:

/s/ Elizabeth A. Carbone

Elizabeth A. Carbone, Secretary

2

CERTIFICATE OF DESIGNATIONS,
RIGHTS AND PREFERENCES
OF
CLASS A PREFERRED STOCK
$10.00 PAR VALUE
OF

CHAMPIONS SPORTS, INC.

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

CHAMPIONS SPORTS, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”) DOES HEREBY CERTIFY:

That pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board”) by the Certificate of Incorporation of the Corporation, the Board, by a Unanimous Written Consent dated July 6, 1992, adopted the following resolution authorizing the creation and issuance of a series of 650,000 shares of Class A Preferred Stock, $10.00 par value per share (the “Class A Preferred Stock” or the “Series”), which resolution is as follows:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board hereby creates a series of 650,000 shares of Class A 12% Cumulative Convertible Preferred Stock, $10.00 par value per share, of the Corporation and authorizes the issuance thereof, and hereby fixes the designation thereof, and the voting powers, preferences and relative, participating, optional and other special limitations or restrictions thereon (in addition to the designations, preferences and relative, participating and other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation, as amended, of the Corporation, which are applicable to the preferred stock of all series) as follows:

1. Designation. The shares of the Series shall be designated “Class A 12% Cumulative Convertible Preferred Stock” (hereinafter referred to as the “Class A Preferred Stock”), and the number of shares constituting the Series shall be 650,000, $10.00 par value per share. The number of authorized shares of the Series may be reduced by further resolution duly adopted by the Board of Directors of the Corporation and by filing amendments to the Certificate of Designations pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of this Series shall not be increased.

2. Dividends. Holders of the Class A Preferred Stock (the “Holders”) shall be entitled to an annual cumulative dividend of twelve percent (12%) on the purchase price of the Class A Preferred Stock, from the date of issuance and payable annually commencing July 1, 1993. Dividends will be payable in cash or shares of common stock of the Corporation (the “Common Stock”) at the discretion of the Corporation. The Corporation may set a record date for the payment of any dividend, on at least 10 days prior notice to all holders, which record date shall be not more than 60 days prior to a dividend payment date. Dividends payable for any period less than a full year, will be computed on the basis of a 360 day year with equal months of 30 days. If the dividend is paid in shares of Common Stock, the number of shares to be issued shall be determined by dividing 1.20 by the closing bid price of the Company’s Common Stock on the first business day of July in the subject year. If the Common Stock is not traded in such manner that quotations are available for the period required hereunder, current market price per share of Common Stock shall be deemed to be the fair value as determined by the Board of Directors, irrespective of any accounting treatment.

3. Liquidation.

a. Preference of Class A Preferred Stock.

(1) Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, and after provision for the payment of creditors, the Holders shall be entitled to be paid an amount equal to $10.00 per share of Class A Preferred Stock held, before any distribution or payment is made upon any shares of Common Stock and any other series of stock junior to the Class A Preferred Stock but subject to the prior preferences of any series or class of stock of the Corporation senior to the Class A Preferred Stock. The Class A Preferred Stock shall be senior in all respects to the Corporation’s series 1 12% convertible cummulative Preferred Stock (the “Series I Preferred Stock”).

(2) If upon any liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of such Class A Preferred Stock, then all remaining net assets of the Corporation after the provision for the payment of the Corporation’s debts and distribution to any senior stockholders shall be distributed ratably in proportion to the full amounts to which they would otherwise be entitled to receive among the Holders.

2

(3) The sale, lease or exchange of all or substantially all of the Corporation’s assets or the merger or consolidation of the Corporation which results in the holders of Common Stock of the Corporation receiving in exchange for such Common Stock cash, notes, debentures or other evidences of indebtedness or obligations to pay cash, or preferred stock of the surviving entity which ranks on a parity with or senior to the Class A Preferred Stock as to dividends or upon liquidation, dissolution or winding up shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this paragraph 3 of Section A. In the case of mergers or consolidations of the Corporation where holders of Common Stock of the Corporation receive, in exchange for such Common Stock, common stock or preferred stock in the surviving entity (whether or not the surviving entity is the Corporation) of such merger or consolidation, or common stock or preferred stock of another entity (in either case, such preferred stock to be received in exchange for common stock is herein referred to as “Exchanged Preferred Stock”), which is junior as to dividends and upon liquidation, dissolution or winding up to the Class A Preferred Stock, the merger agreement or consolidation agreement shall expressly provide that the Class A Preferred Stock shall become preferred stock of such surviving entity or other entity, as the case may be, with the same annual dividend rate and equivalent rights to the rights set forth herein; provided however that if the Exchanged Preferred Stock is to be mandatorily redeemed in whole or in part through the operation of a sinking fund or otherwise the merger or consolidation agreement shall expressly provide that, or other provisions shall be made so that, all shares of the Class A Preferred Stock shall be mandatorily redeemed prior to the first mandatory redemption of the Exchanged Preferred Stock; and provided further, that in the event the Corporation or an affiliate of the Corporation optionally redeems or otherwise acquires any or all of the then outstanding shares of Exchanged Preferred Stock, the Corporation shall redeem all shares of Class A Preferred Stock. In the event of a merger or consolidation of the Corporation where the consideration received by the holders of common stock consists of two or more types of the consideration set forth above, the holders of the Class A Preferred Stock shall be entitled to receive either cash or securities based upon the foregoing in the same proportion as the holders of common stock of the Corporation are receiving cash or debt securities, or equity securities in the surviving entity or other entity.

4. Voting Rights. Except as set forth in paragraph 6 hereof, the holders shall not have the right or power to vote on any question or in any proceeding or to be represented at or to receive notice of any proceeding or meeting of the shareholders unless the Company has defaulted on two annual dividend payments. In the event that the Company has defaulted on two annual dividend payments, holders shall vote with all other shareholders of the Company and shall have the right to four (4) votes per share of Class A Preferred Stock owned as of the record date for such shareholder vote.

3

5. Conversion Rights. The Class A Preferred Stock shall be convertible into Common Stock after September 30, 1992 as follows:

a. Optional Conversion. Subject to and upon compliance with the provisions of this paragraph 5, a Holder shall have the right at such Holder’s option at any time or from time to time, to convert any of such shares of Class A Preferred Stock into fully paid and non-assessable shares of Common Stock at the then Conversion Rate (as hereinafter defined) upon the terms hereinafter set forth.

b. Conversion Rate. Each share of Preferred Stock is convertible into four (4) shares of common stock, subject to adjustment as set forth in Section 5(d) hereof. After two years from subscription of the Class A Preferred Stock the Company has the right to convert the Class A Preferred Stock, into four (4) shares of Common Stock.

c. Mechanics of Conversion. The Holder may exercise the conversion right specified in subparagraph 5(a) by giving written notice to the Corporation, that the Holder elects to convert a stated number of shares of Class A Preferred Stock into a stated number of shares of Common Stock, and by surrendering the certificate or certificates representing the Class A Preferred Stock so to be converted, duly endorsed to the Corporation or in blank, to the Corporation at its principal office (or at such other office as the Corporation may designate by written notice, postage prepaid, to all Holders) at any time during its usual business hours on or before the Conversion Date (as defined below), together with a statement of the name or names (with addresses) of the person or persons in whose name the certificate or certificates for Common Stock shall be issued.

(1) Conversion Deemed Effective. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares are made and such date is referred to as the “Conversion Date”; provided, however, that any such surrender on any date when the stock transfer books of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open.

4

(2) Issuance of Common Stock; Effect of Conversion. Promptly after receipt from a Holder of the written notice referred to in paragraph (c) of this Section 5 and surrender of the certificate or certificates representing the share or shares of Class A Preferred Stock to be converted, the Corporation shall cause to be issued and delivered to said holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of shares of Common Stock issuable upon the conversion of such share or shares.

d. Conversion Rate Adjustments. The Conversion Rate shall be subject to adjustment from time to time as follows:

(1) Consolidation, Merger, Sale, Lease or Conveyance. In case of any consolidation with or merger of the Corporation with or into another corporation, or in case of any sale, lease or conveyance to another corporation of the assets of the Corporation as an entirety or substantially as an entirety, each share of Class A Preferred Stock shall after the date of such consolidation, merger, sale, lease or conveyance be convertible into the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such consolidation, merger, sale, lease or conveyance) upon conversion of such share of Class A Preferred Stock would have been entitled upon such consolidation, merger, sale, lease or conveyance; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holder of the shares of Class A Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock of other securities or property thereafter deliverable on the conversion of the shares of Class A Preferred Stock.

(2) Stock Dividends, Subdivisions, Reclassification or Combinations. If the Corporation shall (i) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Conversion Rate in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the holder of any shares of Class A Preferred Stock surrendered for conversion after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such Class A Preferred Stock been converted immediately prior to such date. Successive adjustments in the Conversion Rate shall be made whenever any event specified above shall occur.

5

e. Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Preferred Stock. If more than one share of Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the then Current Market Price.

f. Treasury Stock. For the purposes of this paragraph 5, the sale or other disposition of any Common Stock theretofore held in the Corporation’s treasury shall be deemed to be an issuance thereof.

g. Costs. The Corporation shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of shares of Common Stock upon conversion of any shares of Class A Preferred Stock; provided that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Class A Preferred Stock in respect of which such shares are being issued. Notwithstanding the foregoing, the Company shall not be responsible for transfer fees upon conversion of the Class A Preferred Stock.

h. Reservation of Shares. The Corporation shall reserve at all times so long as any shares of Class A Preferred Stock remain outstanding, free from preemptive rights, out of its treasury stock (if applicable) or its authorized but unissued shares of Common Stock, or both, solely for the purpose of effecting the conversion of the shares of Class A Preferred Stock, sufficient shares of Common Stock to provide for the conversion of all outstanding shares of Class A Preferred Stock.

i. Approvals. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Class A Preferred Stock require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon conversion, then the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If, and so long as, any Common Stock into which the shares of Class A Preferred Stock are then convertible is listed on any national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such Common Stock issuable upon conversion.

6

j. Valid Issuance. All shares of Common Stock which may be issued upon conversion of shares of Class A Preferred Stock will upon issuance by the Corporation be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof, and the Corporation shall take no action which will cause a contrary result

6. Covenants. In addition to any other rights provided by law, so long as any Class A Preferred Stock is outstanding, the Corporation, without first obtaining the affirmative vote or written consent of the holders of not less than a majority of such outstanding shares of Preferred Stock, will not:

a. amend or repeal any provision of, or add any provision to, the Corporation’s Certificate of Incorporation or By-Laws if such action would alter adversely or change the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, any Class A Preferred Stock, or increase the number of shares of Class A Preferred Stock authorized hereby;

b. authorize or issue shares of any class or series of stock not expressly authorized herein having any preference or priority as to dividends, assets or other rights superior to or on a parity with any such preference or priority of the Preferred Stock, or authorize or issue shares of stock of any class or any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having option rights to purchase, any shares of stock of the Corporation having any preference or priority as to dividends, assets or other rights superior to or on a parity with any such preference or priority of the Preferred Stock;

c. reclassify any class or series of any stock junior in liquidation rights to the Class A Preferred Stock (“Junior Stock”) including the Series I Preferred Stock into stock in parity with the Class A Preferred Stock with respect to liquidation rights (“Parity Stock”) or stock senior to the Class A Preferred Stock with respect to liquidation rights (“Senior Stock”) or reclassify any series of Parity Stock into Senior Stock;

7

d. declare or pay on any Junior Stock any dividend whatsoever, whether in cash, property or otherwise (other than dividends payable in shares of the class or series upon which such dividends are declared or paid, or payable in shares of Common Stock with respect to Junior Stock other than Common Stock, together with cash in lieu of fractional shares), nor shall the Corporation make any distribution on any Junior Stock, nor shall any Junior Stock be purchased or redeemed by the Corporation, nor shall any monies be paid or made available for a sinking fund for the purchase or redemption of any Junior Stock, unless all dividends to which the holders of Class A Preferred Stock shall have been entitled for all previous dividend periods shall have been paid or declared and a sum of money sufficient for the payment thereof set apart.

7. No Preemptive Rights. No holders of Class A Preferred Stock, nor of the security convertible into, nor of any warrant, option or right to purchase, subscribe for or otherwise acquire Class A Preferred Stock, whether now or hereafter authorized, shall, as such holder, have any preemptive right whatsoever to purchase, subscribe for or otherwise acquire, stock of any class of the Corporation nor of any security convertible into, nor of any warrant, option or right to purchase, subscribe for or otherwise acquire, stock of any class of the Corporation, whether now or hereafter authorized.

8. Exclusion of Other Rights. Except as may otherwise be required by law, the shares of Class A Preferred Stock shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Corporation’s Certificate of Incorporation. The Shares of Class A Preferred Stock shall have no preemptive or subscription rights.

9. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

10. Severability of Provisions. If any right, preference or limitation of the Preferred Stock set forth in this Certificate (as such Certificate may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences and limitations set forth in this Certificate (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

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11. Registration Rights. Unless the underlying Common Stock has already been registered, Holders will have one (1) demand registration right to require the Corporation to file a registration statement with the Securities and Exchange Commission (the “Commission”) with respect to the shares of Common Stock underlying the Class A Preferred Stock. The demand registration right will be exercisable commencing nine (9) months after July 6, 1992 and ending five years thereafter with the prior consent of Robert Todd Financial Corp. The expense of any registration will be borne by the Corporation. Holders of at least fifty (50%) percent of the Class A Preferred Stock must request registration. In addition, the Company has agreed that if at any time during the five year period commencing on July 6, 1992 it shall cause a Registration Statement registering Common Stock to be filed with the Commission, the Holders shall have the right to include in such Registration Statement, the Shares of Common Stock underlying the Class A Preferred Stock at no expense to the Holders.

12. Status of Reacquired Shares. Shares of Preferred Stock which have been issued and reacquired in any manner shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued shares of Preferred Stock issuable in series undesignated as to series and may be redesignated and reissued.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in its name and on its behalf by its President and attested to this 6th day of July, 1992.

CHAMPIONS SPORTS, INC.
By:	/s/ James M. Martell
	Chairman

9

PAGE 1

State of Delaware

Office of the Secretary of State

I, MICHAEL RATCHFORD, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF STOCK DESIGNATION OF “CHAMPIONS SPORTS, INC.” FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF OCTOBER, A.D. 1992, AT 9 O’CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO KENT COUNTY RECORDER OF DEEDS ON THE TWENTY-SECOND DAY OF OCTOBER, A.D. 1992 FOR RECORDING.

* * * * * * * * * *

		/s/ Michael Ratchford
		Michael Ratchford, Secretary of State AUTHENTICATION: *3633034 DATE: 10/22/1992
922955307

AMENDED
CERTIFICATE OF DESIGNATION
OF
CHAMPIONS SPORTS, INC.

Champions Sports, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: that Article IV of the Company’s Certificate of Incorporation provides that the Company is authorized to issue 800,000 shares of Preferred Stock, par value $10.00 per share, in series with such designation, rights and preferences as may be determined from time to time by the Board of Directors.

SECOND: that pursuant to a Unanimous Written Consent of the Board of Directors dated as of July 6, 1992, adopted pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, a resolution was duly adopted setting forth a designation of 650,000 shares of the authorized 800,000 shares as Class A 12% Cumulative Convertible Preferred Stock as described in said resolution.

THIRD: that a Certificate of Designation of the Class A 12% Cumulative Convertible Preferred Stock dated July 6, 1992 was filed with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the General Corporation Law of the State of Delaware.

FOURTH: that pursuant to a Unanimous Written Consent of the Board of Directors dated as of October 9, 1992, adopted pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, a resolution was duly adopted reducing the number of authorized shares of Class A 12% Cumulative Convertible Preferred Stock as described in the resolution set forth below:

“RESOLVED, that it being determined that only 95,000 shares of the Company’s Class A 12% Cumulative Convertible Preferred Stock (the “Class A Preferred Stock”) is outstanding, the Board of Directors, pursuant to Section 151(g) of the GCL, hereby approves and authorizes the reduction of the number of authorized shares of the Company’s Class A Preferred Stock from 650,000 to 95,000.”

FIFTH: that this Certificate of Amendment to Certificate of Designation of Champions Sports, Inc. is being filed pursuant to Section 151(g) of the Delaware Corporation Law and that no stockholder approval is required.

IN WITNESS WHEREOF, the Company has caused this Amended Certificate of Designation of Champions Sports, Inc. to be signed by James M. Martell, its Chairman, and attested to by Elizabeth A. Carbone, its Secretary, this 9th day of October, 1992.

CHAMPIONS SPORTS, INC.
By:	/s/ James M. Martell
	James M. Martell, Chairman

ATTEST:

/s/ Elizabeth A. Carbone Elizabeth A. Carbone, Secretary

60595

-2-

CERTIFICATE OF DESIGNATIONS,
RIGHTS AND PREFERENCES
OF
Series A PREFERRED STOCK
$10.00 PAR VALUE
OF

CHAMPIONS SPORTS, INC.

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

CHAMPIONS SPORTS, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”) DOES HEREBY CERTIFY:

That pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board”) by the Certificate of Incorporation of the Corporation, the Board, by a Unanimous Written Consent dated November 4, 1992, adopted the following resolution authorizing the creation and issuance of a series of 650,000 shares of Series A Preferred Stock, $10.00 par value per share (the “Series A Preferred Stock” or the “Series”), which resolution is as follows:

RESOLVED, that pursuant to authority expressly granted to and vested in the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board hereby creates a series of 650,000 shares of Series A 12% Cumulative Convertible Preferred Stock, $10.00 par value per share, of the Corporation and authorizes the issuance thereof, and hereby fixes the designation thereof, and the voting powers, preferences and relative, participating, optional and other special limitations or restrictions thereon (in addition to the designations, preferences and relative, participating and other special rights, and the qualifications, limitations or restrictions thereof, set forth in the Certificate of Incorporation, as amended, of the Corporation, which are applicable to the preferred stock of all series) as follows:

1. Designation. The shares of the Series shall be designated “Series A 12% Cumulative Convertible Preferred Stock” (hereinafter referred to as the “Series A Preferred Stock”), and the number of shares constituting the Series shall be 650,000, $10.00 par value per share. The number of authorized shares of the Series may be reduced by further resolution duly adopted by the Board of Directors of the Corporation and by filing amendments to the Certificate of Designations pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such reduction has been so authorized, but the number of authorized shares of this Series shall not be increased.

2. Dividends. Holders of the Series A Preferred Stock (the “Holders”) shall be entitled to an annual cumulative dividend of twelve percent (12%) on the purchase price of the Series A Preferred Stock, from the date of issuance and payable quarterly commencing January 1, 1993. Dividends will be payable in cash or shares of common stock of the Corporation (the “Common Stock”) at the discretion of the Corporation. The Corporation may set a record date for the payment of any dividend, on at least 10 days prior notice to all holders, which record date shall be not more than 60 days prior to a dividend payment date. Dividends payable for any period less than a full year, will be computed on the basis of a 360 day year with equal months of 30 days. If the dividend is paid in shares of Common Stock, the number of shares to be issued shall be determined by dividing 1.20 by the closing bid price of the Company’s Common Stock on the first business day of each quarter in the subject year. If the Common Stock is not traded in such manner that quotations are available for the period required hereunder, current market price per share of Common Stock shall be deemed to be the fair value as determined by the Board of Directors, irrespective of any accounting treatment.

3. Liquidation.

a. Preference of Series A Preferred Stock.

(1) Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, and after provision for the payment of creditors, the Holders shall be entitled to be paid an amount equal to $10.00 per share of Series A Preferred Stock held, before any distribution or payment is made upon any shares of Common Stock and any other series of stock junior to the Series A Preferred Stock but subject to the prior preferences of any series or class of stock of the Corporation senior to the Series A Preferred Stock. The Series A Preferred Stock shall be senior in all respects to the Corporation’s Series 1 12% convertible cummulative Preferred Stock (the “Series I Preferred Stock”).

(2) If upon any liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation to be distributed among the Holders shall be insufficient to permit payment in full to the Holders of such Series A Preferred Stock, then all remaining net assets of the Corporation after the provision for the payment of the Corporation’s debts and distribution to any senior stockholders shall be distributed ratably in proportion to the full amounts to which they would otherwise be entitled to receive among the Holders.

(3) The sale, lease or exchange of all or substantially all of the Corporation’s assets or the merger or consolidation of the Corporation which results in the holders of Common Stock of the Corporation receiving in exchange for such Common Stock cash, notes, debentures or other evidences of indebtedness or obligations to pay cash, or preferred stock of the surviving entity which ranks on a parity with or senior to the Series A Preferred Stock as to dividends or upon liquidation, dissolution or winding up shall be deemed to be a liquidation, dissolution or winding up of the affairs of the Corporation within the meaning of this paragraph 3 of Section A. In the case of mergers or consolidations of the Corporation where holders of Common Stock of the Corporation receive, in exchange for such Common Stock, common stock or preferred stock in the surviving entity (whether or not the surviving entity is the Corporation) of such merger or consolidation, or common stock or preferred stock of another entity (in either case, such preferred stock to be received in exchange for common stock is herein referred to as “Exchanged Preferred Stock”), which is junior as to dividends and upon liquidation, dissolution or winding up to the Series A Preferred Stock, the merger agreement or consolidation agreement shall expressly provide that the Series A Preferred Stock shall become preferred stock of such surviving entity or other entity, as the case may be, with the same annual dividend rate and equivalent rights to the rights set forth herein; provided however that if the Exchanged Preferred Stock is to be mandatorily redeemed in whole or in part through the operation of a sinking fund or otherwise the merger or consolidation agreement shall expressly provide that, or other provisions shall be made so that, all shares of the Series A Preferred Stock shall be mandatorily redeemed prior to the first mandatory redemption of the Exchanged Preferred Stock; and provided further, that in the event the Corporation or an affiliate of the Corporation optionally redeems or otherwise acquires any or all of the then outstanding shares of Exchanged Preferred Stock, the Corporation shall redeem all shares of Series A Preferred Stock. In the event of a merger or consolidation of the Corporation where the consideration received by the holders of common stock consists of two or more types of the consideration set forth above, the holders of the Series A Preferred Stock shall be entitled to receive either cash or securities based upon the foregoing in the same proportion as the holders of common stock of the Corporation are receiving cash or debt securities, or equity securities in the surviving entity or other entity.

3

4. Voting Rights. Except as set forth in paragraph 6 hereof, the holders shall not have the right or power to vote on any question or in any proceeding or to be represented at or to receive notice of any proceeding or meeting of the shareholders unless the Company has defaulted on two annual dividend payments. In the event that the Company has defaulted on two annual dividend payments, holders shall vote with all other shareholders of the Company and shall have the right to four and seventy-one one hundreths (4.71) votes per share of Series A Preferred Stock owned as of the record date for such shareholder vote.

5. Conversion Rights. The Series A Preferred Stock shall be convertible into Common Stock immediately as follows:

a. Optional Conversion. Subject to and upon compliance with the provisions of this paragraph 5, a Holder shall have the right at such Holder’s option at any time or from time to time, to convert any of such shares of Series A Preferred Stock into fully paid and non-assessable shares of Common Stock at the then Conversion Rate (as hereinafter defined), plus accrued and unpaid dividends upon the terms hereinafter set forth.

b. Conversion Rate. Each share of Preferred Stock is convertible into 4.71 shares of common stock, subject to adjustment as set forth in Section 5(d) hereof. After five years from the initial subscription of the Series A Preferred Stock the Company has the right to convert the Series A Preferred Stock, into 4.71 shares of Common Stock, if the bid price of the Series A Preferred Stock on NASDAQ on the date of conversion exceeds $20.00 per share.

c. Mechanics of Conversion. The Holder may exercise the conversion right specified in subparagraph 5(a) by giving written notice to the Corporation, that the Holder elects to convert a stated number of shares of Series A Preferred Stock into a stated number of shares of Common Stock, and by surrendering the certificate or certificates representing the Series A Preferred Stock so to be converted, duly endorsed to the Corporation or in blank, to the Corporation at its principal office (or at such other office as the Corporation may designate by written notice, postage prepaid, to all Holders) at any time during its usual business hours on or before the Conversion Date (as defined below), together with a statement of the name or names (with addresses) of the person or persons in whose name the certificate or certificates for Common Stock shall be issued.

(1) Conversion Deemed Effective. Conversion shall be deemed to have been effected on the date when delivery of notice of an election to convert and certificates for shares are made and such date is referred to as the “Conversion Date”; provided, however, that any such surrender on any date when the stock transfer books of the Corporation shall be closed shall constitute the person or persons in whose name or names the certificates for such shares are to be issued as the record holder or holders thereof for all purposes at the close of business on the next succeeding day on which such stock transfer books are open.

4

(2) Issuance of Common Stock; Effect of Conversion. Promptly after receipt from a Holder of the written notice referred to in paragraph (c) of this Section 5 and surrender of the certificate or certificates representing the share or shares of Series A Preferred Stock to be converted, the Corporation shall cause to be issued and delivered to said holder, registered in such name or names as such holder may direct, a certificate or certificates for the number of shares of Common Stock issuable upon the conversion of such share or shares.

d. Conversion Rate Adjustments. The Conversion Rate shall be subject to adjustment from time to time as follows:

(1) Consolidation, Merger, Sale, Lease or Conveyance. In case of any consolidation with or merger of the Corporation with or into another corporation, or in case of any sale, lease or conveyance to another corporation of the assets of the Corporation as an entirety or substantially as an entirety, each share of Series A Preferred Stock shall after the date of such consolidation, merger, sale, lease or conveyance be convertible into the number of shares of stock or other securities or property (including cash) to which the Common Stock issuable (at the time of such consolidation, merger, sale, lease or conveyance) upon conversion of such share of Series A Preferred Stock would have been entitled upon such consolidation, merger, sale, lease or conveyance; and in any such case, if necessary, the provisions set forth herein with respect to the rights and interests thereafter of the holder of the shares of Series A Preferred Stock shall be appropriately adjusted so as to be applicable, as nearly as may reasonably be, to any shares of stock of other securities or property thereafter deliverable on the conversion of the shares of Series A Preferred Stock.

(2) Stock Dividends, Subdivisions, Reclassification or Combinations. If the Corporation shall (i) declare a dividend or make a distribution on its Common Stock in shares of its Common Stock, (ii) subdivide or reclassify the outstanding shares of Common Stock into a greater number of shares, or (iii) combine or reclassify the outstanding Common Stock into a smaller number of shares, the Conversion Rate in effect at the time of the record date for such dividend or distribution or the effective date of such subdivision, combination or reclassification shall be proportionately adjusted so that the holder of any shares of Series A Preferred Stock surrendered for conversion after such date shall be entitled to receive the number of shares of Common Stock which he would have owned or been entitled to receive had such Series A Preferred Stock been converted immediately prior to such date. Successive adjustments in the Conversion Rate shall be made whenever any event specified above shall occur.

5

e. Fractional Shares. No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Preferred Stock. If more than one share of Preferred Stock shall be surrendered for conversion at any one time by the same holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of Preferred Stock so surrendered. Instead of any fractional shares of Common Stock which would otherwise be issuable upon conversion of any shares of Preferred Stock, the Corporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to that fractional interest of the then Current Market Price.

f. Treasury Stock. For the purposes of this paragraph 5, the sale or other disposition of any Common Stock theretofore held in the Corporation’s treasury shall be deemed to be an issuance thereof.

g. Costs. The Holder shall pay all documentary, stamp, transfer or other transactional taxes attributable to the issuance or delivery of shares of Common Stock upon conversion of any shares of Series A Preferred Stock; provided further that the Corporation shall not be required to pay any taxes which may be payable in respect of any transfer involved in the issuance or delivery of any certificate for such shares in a name other than that of the holder of the shares of Series A Preferred Stock in respect of which such shares are being issued.

h. Reservation of Shares. The Corporation shall reserve at all times so long as any shares of Series A Preferred Stock remain outstanding, free from preemptive rights, out of its treasury stock (if applicable) or its authorized but unissued shares of Common Stock, or both, solely for the purpose of effecting the conversion of the shares of Series A Preferred Stock, sufficient shares of Common Stock to provide for the conversion of all outstanding shares of Series A Preferred Stock.

6

i. Approvals. If any shares of Common Stock to be reserved for the purpose of conversion of shares of Series A Preferred Stock require registration with or approval of any governmental authority under any Federal or state law before such shares may be validly issued or delivered upon conversion, then the Corporation will in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be. If, and so long as, any Common Stock into which the shares of Series A Preferred Stock are then convertible is listed on any national securities exchange, the Corporation will, if permitted by the rules of such exchange, list and keep listed on such exchange, upon official notice of issuance, all shares of such Common Stock issuable upon conversion.

j. Valid Issuance. All shares of Common Stock which may be issued upon conversion of shares of Series A Preferred Stock will upon issuance by the Corporation be duly and validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof, and the Corporation shall take no action which will cause a contrary result

6. Covenants. In addition to any other rights provided by law, so long as any Series A Preferred Stock is outstanding, the Corporation, without first obtaining the affirmative vote or written consent of the holders of not less than a majority of such outstanding shares of Preferred Stock, will not:

a. amend or repeal any provision of, or add any provision to, the Corporation’s Certificate of Incorporation or By-Laws if such action would alter adversely the preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, any Series A Preferred Stock, or increase the number of shares of Series A Preferred Stock authorized hereby;

b. authorize or issue shares of any class or series of stock not expressly authorized herein having any preference or priority as to dividends or assets or other rights superior to or on a parity with any such preference or priority of the Preferred Stock, or authorize or issue shares of stock of any class or any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having option rights to purchase, any shares of stock of the Corporation having any preference or priority as to dividends, assets or other rights superior to or on a parity with any such preference or priority of the Preferred Stock;

7

c. reclassify any class or series of any stock junior in liquidation rights to the Series A Preferred Stock (“Junior Stock”) including the Series I Preferred Stock into stock in parity with the Series A Preferred Stock with respect to liquidation rights (“Parity Stock”) or stock senior to the Series A Preferred Stock with respect to liquidation rights (“Senior Stock”) or reclassify any series of Parity Stock into Senior Stock;

d. declare or pay on any Junior Stock any dividend whatsoever, whether in cash, property or otherwise (other than dividends payable in shares of the class or series upon which such dividends are declared or paid, or payable in shares of Common Stock with respect to Junior Stock other than Common Stock, together with cash in lieu of fractional shares), nor shall the Corporation make any distribution on any Junior Stock, nor shall any Junior Stock be purchased or redeemed by the Corporation, nor shall any monies be paid or made available for a sinking fund for the purchase or redemption of any Junior Stock, unless all dividends to which the holders of Series A Preferred Stock shall have been entitled for all previous dividend periods shall have been paid or declared and a sum of money sufficient for the payment thereof set apart.

7. No Preemptive Rights. No holders of Series A Preferred Stock, nor of the security convertible into, nor of any warrant, option or right to purchase, subscribe for or otherwise acquire Series A Preferred Stock, whether now or hereafter authorized, shall, as such holder, have any preemptive right whatsoever to purchase, subscribe for or otherwise acquire, stock of any class of the Corporation nor of any security convertible into, nor of any warrant, option or right to purchase, subscribe for or otherwise acquire, stock of any class of the Corporation, whether now or hereafter authorized.

8. Exclusion of Other Rights. Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any preferences or relative, participating, optional or other special rights, other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Corporation’s Certificate of Incorporation. The Shares of Series A Preferred Stock shall have no preemptive or subscription rights.

8

9. Headings of Subdivisions. The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

10. Severability of Provisions. If any right, preference or limitation of the Preferred Stock set forth in this Certificate (as such Certificate may be amended from time to time) is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences and limitations set forth in this Certificate (as so amended) which can be given effect without the invalid, unlawful or unenforceable right, preference or limitation shall, nevertheless, remain in full force and effect, and no right, preference or limitation herein set forth shall be deemed dependent upon any other such right, preference or limitation unless so expressed herein.

11. Status of Reacquired Shares. Shares of Preferred Stock which have been issued and reacquired in any manner shall (upon compliance with any applicable provisions of the laws of the State of Delaware) have the status of authorized and unissued shares of Preferred Stock issuable in series undesignated as to series and may be redesignated and reissued.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed in its name and on its behalf by its Chairman and attested to this 4 day of November, 1992.

CHAMPIONS SPORTS, INC.
By:	/s/ James M. Martell
	James M. Martell, Chairman

ATTESTED

/s/ Elizabeth Carbone Elizabeth Carbone, Secretary

0064156

9

CERTIFICATE OF OWNERSHIP MERGING
CHAMPIONS BIOTECHNOLOGY, INC.
INTO
CHAMPIONS SPORTS, INC.

(Pursuant to Section 253 of the General Corporation Law of Delaware)

CHAMPIONS SPORTS, INC., a corporation incorporated on the 4th day of June, 1985, under the name “INTERNATIONAL GROUP, INC.” pursuant to the provisions of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY that this corporation owns at least 90% of the capital stock of CHAMPIONS BIOTECHNOLOGY, INC., a corporation incorporated on the 19th day of January, 2007, pursuant to the provisions of the General Corporation Law of the State of Delaware, and that this corporation, by a resolution of its Board of Directors duly adopted by unanimous written consent on the 19th day of January, 2007, determined to and did merge into itself said CHAMPIONS BIOTECHNOLOGY, INC., which resolution is in the following words to wit:

WHEREAS, this Corporation lawfully owns at least 90% of the outstanding stock of CHAMPIONS BIOTECHNOLOGY, INC., a corporation organized and exiting under the laws of the State of Delaware; and

WHEREAS, this Corporation desires to merge into itself said CHAMPIONS BIOTECHNOLOGY, INC., to be possessed of all the estate, property, rights, privileges and franchises of said corporation, and in connection therewith to change the name of this Corporation to “Champions Biotechnology, Inc.”;

NOW, THEREFORE, BE IT RESOLVED, that this Corporation merge into itself said CHAMPIONS BIOTECHNOLOGY, INC. and assume all of its liabilities and obligations, and in connection therewith to change the name of this Corporation to “Champions Biotechnology, Inc.”; and be it further

RESOLVED, that an authorized officer of this Corporation be, and he/she hereby is, authorized and directed to make and execute a certificate of ownership setting forth a copy of the resolutions to merge said CHAMPIONS BIOTECHNOLOGY, INC. and assume its liabilities and obligations, the date of adoption thereof, and the amendment to this Corporation’s Certificate of Incorporation to change its name to “Champions Biotechnology, Inc.” in connection therewith, and to file the same in the office of the Secretary of State of Delaware.

IN WITNESS WHEREOF, said parent corporation has caused this certificate to be signed by an authorized officer this 19th day of January, 2007.

By:	/s/ James M. Martell
	James M. Martell
	President

EX-3.2

Exhibit 3.2

ARTICLE I

OFFICES

1.1 Business Office. The principal office and place of business of the corporation shall be at Suite 304, 2555 M Street, N.W., Washington, D.C. 20037. The corporation will not maintain a principal office or place of business in the State of Delaware. Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the business of the corporation may require.

1.2 Registered Office. The registered office of the corporation, required by Delaware Corporation Law to be maintained in the State of Delaware, may be, but need not be, identical with the principal office in the State of Delaware, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHARES AND TRANSFER THEREOF

2.1 Regulation. The Board of Directors may make such rules and regulations as it deems appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars.

2.2 Certificates for Shares. Certificates representing shares of the corporation shall be numbered serially for each class of shares, or series thereof, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the Chairman of the Board of Directors or by the President, the Treasurer, or the Secretary of the corporation, provided that any or all of the signatures may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or its employees. Each certificate shall state the name of the corporation, the fact that the corporation is organized or incorporated under the laws of the State of Delaware, the name of the person to whom issued, the date of issue, the class (or series of any class), the number of shares represented thereby, and the par value of the shares represented thereby or a statement that such shares are without par value. A statement of the designations, preferences, qualifications, limitations, restrictions and special or relative rights of the shares of each class shall be set forth in full or summarized on the face or back of the certificate or, in lieu thereof, the certificate may set forth that such a statement or summary will be furnished without charge to any shareholder upon request. Each certificate shall otherwise be in such form as may be prescribed by the Board of Directors and as shall conform to the rules of any stock exchange on which the shares may be listed. The corporation shall not be required to issue certificates representing fractional shares and shall not be obligated to make any transfers creating a fractional interest in a share of stock, but ownership of fractional shares shall be reflected on the stock transfer books of the corporation.

Bylaws-2

2.3 Cancellation of Certificates. Any new certificate(s) for shares to be transferred on the corporate books shall be issued only after the former certificate(s) has been surrendered to the corporation and cancelled, unless such certificate(s) has been lost, stolen, or destroyed, as hereinafter provided.

2.4 Lost, Stolen, or Destroyed Certificates. Any shareholder claiming that his or her certificate(s) for shares has been lost, stolen, or destroyed shall make an affidavit or affirmation of that fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate(s). Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate(s) (the necessity for such bond and the amount required to be within the discretion of the President and Treasurer of the corporation), a new certificate(s) may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate(s) alleged to be lost, stolen or destroyed.

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2.5 Transfer of Shares. Subject to the terms of any shareholder agreement relating to the transfer of shares or other transfer restrictions contained in the Certificate of Incorporation or authorized therein, shares of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his or her duly authorized attorney-in-fact, upon the surrender and cancellation of the certificate or certificates representing his or her shares. Upon presentation and surrender of a properly endorsed certificate by the transferor and the payment of all fees therefor, the transferee shall be entitled to a new certificate or certificates. As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as provided by the statutes of State of Delaware.

2.6 Transfer Agent. Unless otherwise specified by the Board of Directors by resolution, the Secretary of the corporation shall act as transfer agent for the certificates representing the shares of stock of the corporation. He or she shall maintain a stock transfer book, the stubs in which shall set forth, among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the dates of issue of the certificates representing such shares, and whether or not such shares are of original issue or transferred. Subject to Section 3.7,

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the names and addresses of the shareholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to the shareholders of record who, as such, are entitled to receive notice of the meetings of shareholders, to vote at such meetings, to examine the list of shareholders entitled to vote at meetings, to receive dividends, and to own, enjoy and exercise any other property rights deriving from such shares against the corporation. Each shareholder shall be responsible for notifying the Secretary in writing of any change in his or her name or address and failure to do so will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or to pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book.

2.7 Close of Transfer Book and Record Date. For the purposes of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose the Board of Directors may provide that the stock transfer books shall be closed for a stated period, not to exceed in any case fifty days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice of, or to vote at a meeting of shareholders, such books shall be closed for at least ten days, immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix a date in

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advance as the record date for any such determination of shareholders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or of shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE III

SHAREHOLDERS AND MEETINGS THEREOF

3.1 Shareholders of Record. Only shareholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm, or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the statutes of the State of Delaware.

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3.2 Meetings. Meetings of shareholders shall be held at the principal office of the corporation, or at such other place as specified from time to time by the Board of Directors. If the Board of Directors shall specify another location such change in location shall be recorded in the notice calling such meeting.

3.3 Annual Meeting. In the absence of a resolution of the Board of Directors providing otherwise, the annual meeting of shareholders of the corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such time as may be determined by the Board of Directors by resolution in conformance with the statutes of the State of Delaware. If the election of directors shall not be held on the day so designated for any annual meeting of shareholders, the Board of Directors shall cause the election to be held at a special meeting of shareholders as soon thereafter as may be convenient.

3.4 Special Meetings. Special meetings of shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, the Board of Directors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or the legal counsel of the corporation, as last designated by resolution of the Board of Directors.

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3.5 Notice. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at such meeting not less than ten days nor more than sixty days before the date of the meeting, unless otherwise prescribed by statute, either personally or my mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting; except that, if the number of authorized shares is to be increased, at least thirty days’ notice shall be given and if the sale of all or substantially all of the corporations’ assets is to be voted upon, at least twenty days’ notice shall be given. Any shareholder may waive notice of any meeting. Notice to shareholders of record, if mailed, shall be deemed given when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the corporation, with postage thereon prepaid; but if three successive letters mailed to the last-known address of any shareholders of record are returned as undeliverable, no further notices to such shareholder shall be necessary until another address for such shareholder is made known to the corporation.

3.6 Meetings of All Shareholders. If at any time all of the shareholders shall meet, either within or without the State of Delaware, and shall consent to the holding of such a meeting at such time and place, such meeting shall be valid without call or notice, and any corporate action may be taken at such meeting.

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3.7 Voting Record. The officer or agent having charge of the stock transfer books of the corporation shall make, at least ten days before a meeting of shareholders, a complete record of shareholders or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. For a period of ten days prior to such meeting this record shall be kept on file either at the place specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held, whether within or without the State of Delaware, and shall be subject to inspection by any shareholder at any time during usual business hours for any purpose germane to the meeting. Such record shall be produced and kept open for the duration of the meeting and shall be subject to the inspection of any shareholder for any purse germane to the meeting. The original stock transfer books shall be the prima facie evidence as to the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders.

3.8 Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, except as otherwise provided by the Delaware Corporation Law and the Certificate of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares represented may adjourn the meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjoined meeting if the time and place thereof are announced at the original meeting and the corporation may transact at the adjourned meeting any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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3.9 Manner of Acting. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute of the State of Delaware or by the Certificate of Incorporation or by the Bylaws.

3.10 Proxies. At all meetings of shareholders a shareholder may vote in person or by proxy executed in writing by the shareholder or by his or her duly authorized attorney-in-fact. Such proxies shall be filed with the Secretary of the corporation before or at the time of a meeting. No proxy shall be valid after three years from the date of its execution.

3.11 Voting of Shares. Unless otherwise provided by these Bylaws or by the Certificate of Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter.

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3.12 Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may determine. Shares standing in the name of a deceased person, a minor ward or an incompetent person may be voted by that person’s administrator, executor, court appointed guardian or conservator, either in person or by proxy, without a transfer of such shares into the name of such administration, executor, court appointed guardian or conservator. Shares held by a trustee may be voted by him or her, either in person or by proxy. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to vote such shares is contained in the court order by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until they have been transferred into the name of the pledgee, who shall thereafter be entitled to vote the shares. Neither the shares of its own stock belonging to this corporation, nor shares of its own stock held by it in a fiduciary capacity, nor shares of its own stock held by another corporation, if the majority of shares entitled to vote for the election of directors of such corporation is held by this corporation, may be voted, directly or indirectly, at any meeting and such shares shall not be counted in determining the total number of outstanding shares at any given time. Redeemable shares which have been called for redemption shall not be entitled to vote on any matter and shall not be deemed outstanding shares on and after the date on which written notice of redemption has been mailed to shareholders and a sum sufficient to redeem such shares had been irrevocably deposited or set aside to pay the redemption price to the holders.

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3.13 Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order, or any shareholder shall demand, that voting be by written ballot.

3.14 Cumulative Voting. No shareholder shall be permitted to cumulate his or her votes by giving one candidate as many votes as the number of such directors multiplied by the number of his or her shares shall equal, nor by distributing such votes on the same principal among any number of candidates.

ARTICLE IV

DIRECTORS, POWERS AND MEETING

4.1 Board of Directors. The business and affairs of the corporation shall be managed by a board of not fewer than three (3) nor more than seven (7) directors. Directors need not be shareholders of the corporation nor residents of the State of Delaware. They shall be elected at the annual meeting of shareholders or any adjournment thereof. Directors shall hold office until the next succeeding annual meeting of shareholders or until their successors shall have been elected and qualify. The Board of Directors may by resolution increase or decrease, but to not less than three, the number of directors.

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4.2 Regular Meetings. A regular, annual meeting of the Board of Directors shall be held at the same place as, and immediately after, the annual meeting of shareholders, and no notice shall be required in connection therewith. The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Delaware, for the holding of additional regular meetings without other notice than such resolution

4.3 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or of any two directors, and the person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Delaware, as the place of holding any special meeting.

4.4 Notice. Written notice of any special meeting of directors shall be given as follows:

(a) By mail to each director at his or her business address at least three days prior to the meeting; or,

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(b) by personal delivery or telegram at least forty-eight hours prior to the meeting to the business address of each director, or, in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, properly addressed and with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.5 Participation by Electronic Means. Except as may be otherwise provided by the Certificate of Incorporation or Bylaws, members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

4.6 Quorum and Manner of Acting. A quorum at all meetings of the Board of Directors shall consist of a majority of the number of directors then holding office, but a smaller number may adjourn from time to time without further notice, until a quorum is secured. An act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the statutes of the State of Delaware or by the Certificate of Incorporation or these Bylaws.

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4.7 Organization. The Board of Directors shall elect a chairman to preside at each meeting of the Board. The Board of Directors shall elect a Secretary to record the discussions and resolutions of each meeting.

4.8 Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

4.9 Informal Action by Directors. Any action required or permitted to be taken by the Board of Directors or a committee thereof at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors or all the committee members entitled to vote with respect to the subject matter thereof.

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4.10 Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, and shall hold such office until his or her successor is duly elected and shall qualify. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of shareholders called for that purpose. A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors by the shareholders.

4.11 Compensation. By resolution of the Board of Directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as a director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

4.12 Removal of Directors. Any director or directors of the corporation may be removed at any time, with or without cause, in the manner provided in the Delaware Corporation Law.

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4.13 Resignations. A director of the corporation may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation. The resignation shall take effect upon the date of receipt of such notice, or at any later period of time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires it to be effective as such.

4.14 General Powers. The business and affairs of the corporation shall be managed by the Board of Directions, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders. The directors shall pass upon any and all bills or claims or officers for salaries and other compensation and, if deemed advisable, shall contract with officers, employees, directors, attorneys, accountants, and other persons to render services to the corporation.

4.15 Indemnity. In addition to the provisions in the Articles of Incorporation for the elimination or reduction of the personal liability of the members of the Board of Directors for monetary damages for breach or alleged breach of their duty of care, the corporation shall indemnify the directors and officers to the full extent permitted by Delaware law, including in circumstances in which indemnification is otherwise discretionary under Delaware law.

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ARTICLE V

OFFICERS

5.1 Term and Compensation. The elective officers of the corporation shall consist of at least a President, a Secretary and a Treasurer, each of whom shall be eighteen years or older and who shall be elected by the Board of Directors at its annual meeting. Unless removed in accordance with procedures established by law and these Bylaws, the said officers shall serve until the next succeeding annual meeting of the Board of Directors and until their respective successors are elected and shall qualify. Any number of offices, but not more than two, may be held by the same person at the same time, except that one person may not simultaneously hold the offices of President and Secretary. The Board may elect or appoint such other officers and agents as it may deem advisable, who shall hold office at the pleasure of the Board.

5.2 Powers, Duties and Functions. The officers of the corporation shall exercise and perform the respective powers, duties and functions stated below, and as may be assigned to them by the Board of Directors.

(a) The President shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the corporation, unless the Board of Directors shall have constituted the position of Chief Executive Officer, in which case the person appointed as CEO shall have general supervision, direction and control of the business and the officers of the corporation. The President shall preside, when present, at all meetings of the shareholders and of the Board of Directors unless a different chairman of such meetings is elected by the Board of Directors.

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(b) In the absence or disability of the President, the Vice-President or Vice-Presidents, if any, in order designated by the Board of Directors, shall perform all the duties of the President, and while so acting shall have all the powers of, and be subject to, all the restrictions on the President. Each Vice-President shall have such other powers and perform such other duties as may from time to time be assigned to him or her by the President or the Board of Directors.

(c) The Secretary shall keep accurate minutes of all meetings of the shareholders and the Board of Directors unless a different Secretary of such meetings is elected by the Board of Directors. The Secretary shall keep, or cause to be kept, a record of the shareholders of the corporation and shall be responsible for the giving of notice of meetings of the shareholders or the Board of Directors. The Secretary shall be custodian of the records and of the seal of the corporation and shall attest to the affixing of the seal of the corporation when so authorized. The Secretary, along with the Chairman of the Board, the President or the Treasurer, may sign all stock certificates. The Secretary shall perform all duties commonly incident to his or her office and such other duties as may from time to time be assigned to him or her by the President or the Board of Directors.

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(d) An Assistant Secretary may, at the request of the Secretary, or in the absence or disability of the Secretary, perform all of the duties of the Secretary. He or she shall perform such other duties as may be assigned to him or her by the President or Secretary.

(e) The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers and documents of the corporation. He or she shall keep accurate books of accounts of the corporation’s transactions, which shall be the property of the corporation, and shall render financial reports and statements of condition of the corporation when so requested by the Board of Directors or President. The Treasurer shall perform all duties commonly incident to his or her office and such other duties as may from time to time be assigned to him or her by the President or the Board of Directors. In the absence or disability of the President and Vice President or Vice-Presidents, the Treasurer shall perform the duties of the President.

(f) An Assistant Treasurer may, at the request of the Treasurer, or in the absence or disability of the Treasurer, preform all of the duties of the Treasurer. He or she shall perform such other duties as may be assigned to him or her by the President or by the Treasurer.

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5.3 Compensation. All officers of the corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors. The Board of Directors shall have authority to fix salaries in advance for stated periods or to render the same retroactive as the Board may deem advisable.

5.4 Delegation of Duties. In the event of the absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director or person whom it may select.

5.5 Bonds. If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of his or her respective duties and offices.

5.6 Removal. Any officer or agent may be removed by the Board of Directors or by the executive committee, if any, whenever in its judgment the best interest of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.

ARTICLE VI

FINANCE

6.1 Reserve Funds. The Board of Directors, in its absolute discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the corporation, and for any other purpose.

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6.2 Banking. The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the corporation by such person or persons as the Board of Directors, by appropriate resolution, may direct. Notes and commercial paper, when authorized by the Board, shall be signed in the name of the corporation by such officer or officers or agent or agents as shall be authorized from time to time.

ARTICLE VII

DIVIDENDS

Subject to the provisions of the Certificate of Incorporation and the statutes of the State of Delaware, the Board of Directors may declare dividends whenever, and in such amounts, as in the Board’s opinion the condition of affairs of the corporation shall render advisable.

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ARTICLE VIII

CONTRACTS, LOANS AND CHECKS

8.1 Execution of Contracts. Except as otherwise provided by the statutes of the State of Delaware or by these Bylaws, the Board of Directors may authorize any officer or agent of the corporation to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of, the corporation. Authority may be general or confined to specific instances and, unless so authorized, no officer, agent or employee shall have any power to bind the corporation for any purpose, except as may be necessary to enable the corporation to carry on its normal and ordinary course of business.

8.2 Loans. No loans shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name unless authorized by the Board of Directors. When so authorized, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company, or institution, firm, corporation, or individual. An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the corporation and may mortgage, pledge, hypothecate or transfer any real or personal property held by the corporation as security for the payment of such loans. Such authority, in the Board of Director’s discretion, may be general or confined to specific instances.

8.3 Checks. Checks, notes, drafts and demands for money or other evidence of indebtedness issued in the name of the corporation shall be signed by such person or persons as designated by the Board of Directors and in the manner the Board of Directors prescribes.

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ARTICLE IX

FISCAL YEAR

The fiscal year of the corporation shall commence on May 1 and end on April 30 of the following year.

ARTICLE X

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words “CORPORATE SEAL.”

ARTICLE XI

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the directors present at any meeting of the Board of Directors of the corporation at which a quorum is present.

ARTICLE XII

EXECUTIVE COMMITTEE

12.1 Appointment. The Board of Directors by resolution adopted by a majority of the full Board, may designate two or more of its members to constitute an executive committee. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

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12.2 Authority. The executive committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee and except also that the executive committee shall not have the authority of the Board of Directors in reference to amending the Certificate of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation.

12.3 Tenure. Each member of the executive committee shall hold office until the next regular annual meeting of the Board of Directors following his or her designation or, until his or her successor is chosen, or until the committee is disbanded.

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12.4 Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the executive committee at his or her business address. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

12.5 Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

12.6 Informal Action by Executive Committee. Any action required or permitted to be taken by the executive committee at a meeting may be take without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof.

12.7 Vacancies. Any vacancy on the executive committee may be filled by a resolution adopted by a majority of the full Board of Directors.

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12.8 Resignation and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

12.9 Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof next held after the proceedings shall have been taken.

ARTICLE XIII

EMERGENCY BYLAWS

The Emergency Bylaws provided for in this Article shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding articles of the Bylaws or in the Certificate of Incorporation of the corporation or in the statutes of the State of Delaware. To the extent not inconsistent with the provisions of this Article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative.

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During any such emergency:

(a) A meeting of the Board of Directors may be called by any officer or director of the corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting.

(b) At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting.

(c) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do.

(d) The Board of Directors, either before or during any such emergency, may provide and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

(e) No officer, director, or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct.

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(f) These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. These Emergency Bylaws may be amended to make any further or different provision that may be practical and necessary for the circumstances of the emergency.

CERTIFICATE

I hereby certify that the foregoing Bylaws, consisting of 29 pages, including this page, constitute the Bylaws of International Groups, Inc., as revised and restated by the Board of Directors of the corporation as of the 16th day of January, 1986.

Bylaws amended February 26, 1988.

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AMENDMENTS TO BYLAWS

As of September 29, 1989

1. The third sentence of Article II, Section 2.7, was deleted in its entirety, and substituted in lieu thereof was the following:

In lieu of closing the stock transfer books, the Board of Directors may fix a date in advance as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less then ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.

Adopted as of May 17, 1988.

2. Section 4.1 of Article IV was deleted in its entirety, and substituted in lieu thereof was the following:

Section 4.1 Board of Directors. Unless otherwise provided by statute, the Corporation’s Certificate of Incorporation or these Bylaws, the business and affairs of the corporation shall be managed by a Board of Directors. The number of Directors of the corporation shall be seven (7), subject to increase or decrease as hereinafter provided. Directors need not be shareholders of the corporation nor residents of the State of Delaware. Directors shall be elected at the annual meeting of shareholders or some adjournment thereof. Directors shall hold office until the next succeeding annual meeting of shareholders and until their successors shall have been elected and qualified, or until their earlier resignation, removal from office or death. The Board of Directors may by resolution increase or decrease, but not to less than one, the number of Directors, provided that the tenure of office of no Director shall be affected thereby.

Adopted as of August 1, 1988.

3. The Bylaws were amended to provide for the indemnification by the Company of all officers and directors for actions taken by them on behalf of the Company.

Adopted April 22, 1986.

Corporate Headquarters
200 North Glebe Road
Suite 808
Arlington, VA 22203 USA
(703) 524-6000
Fax: (703) 522-8870

January 26, 1994

Commonwealth of Virginia
P.O. Box 1197
Richmond, VA 23209

Attn: Charter Division

Dear Sir or Madam:

Subject: Champions Sports, Inc.

Enclosed is a certified copy of the Certificate of Amendment of Champions Sports, Inc. filed with the Secretary of State of the State of Delaware evidencing the increase in authorized shares of common stock to fifty million (50,000,00) shares, par value $0.001.

The filing fee of $25.00 is enclosed.

Sincerely,

Elizabeth A. Carbone
Corporate Secretary

Enclosures

bcc: Howard Weinreich, Esq.

Good Food Good Times Good Sports

EX-10.4

Exhibit 10.4

1820 East Ray Road • Chandler, AZ 85225
Phone: 480.656.8325
www.championsbiotechnology.com

January 5, 2009

Mark Schonau
1748 East Queen Palm Drive
Gilbert, Arizona 85234

Dear Mark,

On behalf of Champions Biotechnology, Inc., we are pleased to offer you the position of Chief Financial Officer. You will be reporting to Doug Burkett, President of Champions Biotechnology, Inc. (CBI) currently located in Chandler, Arizona. This letter outlines the terms of your proposed employment offer as a full-time employee:

• Commencement of Employment: Your employment start date will be January 19, 2009. Your employment with the Company at all times will be at-will, meaning either you or the Company can terminate the employment relationship, with or without cause, and with or without notice, at any time.

• Compensation: Your gross salary per pay period (24 periods per year) will be $7,708.33, which is $185,000 annually. Your salary is based on a minimum 40-hour standard workweek whether working in the Chandler, Arizona office, or traveling for the company.

• Champions Biotechnology Stock Option Grant: Upon commencement of employment, and subject to approval by the Company’s Board of Directors, you will be granted an option to purchase 233,000 shares of the Company’s common stock under the terms of the Company’s 2008 Equity Incentive Plan and the terms set forth in the option grant agreement, which will be provided to you after you commence employment. The share price for the stock options will be based on the fair market value of Champions Biotechnology stock on the date of approval by the Board of Directors. Your stock will vest over a three year period. Upon completion of one full year of service, 1/3^rd of your options will be fully vested. Upon completion of two full years of service, 2/3^rd of your options will be fully vested. Upon completion of three full years of service, 100% of your stock options will be fully vested. Options shall not vest on any pro rata basis for any partial years of employment.

• Executive Benefit Programs. As an Executive, you shall be permitted to participate in all employee benefit programs implemented by the Company for the benefit of any of its full-time employees, including, without limitation, disability insurance, group and other life insurance, sickness, and accident and health insurance programs, as listed below, provided that you qualify or are otherwise eligible to participate under the terms of such programs. Except as may be limited by applicable law, the Company reserves the right to modify, suspend, or discontinue any benefit plans, policies, and practices at any time without notice to or recourse by Executive, so long as such action is taken generally with respect to other similarly situated persons.

Confidential

• Bonus: Each year the Compensation Committee evaluates the Company’s performance objectives and market competitive executive compensation data to determine and approve the goals and targets of the Executive Incentive Plan. In fiscal year 2009, you are eligible to participate in the Company’s Executive Incentive Plan at up to 20% of your annual base salary, paid in cash, stock or stock options, or any combination thereof, at the Company’s sole discretion, as well as eligible to receive a Restricted Stock Unit (RSU) grant of 35,000 shares; as determined by your achievement of specific personal and Company objectives, as determined by the Company in its sole discretion. Bonus payment will be prorated based upon your start date in relation to the Company fiscal year-end. Complete details of the Plan will be provided to you following your hire.

• 401(k) Alternative Match Opportunity: The Company at this time does not offer a 401(k) to its employees and as such an employer match toward a 401(k) is not currently available. If the Company adds 401(k) employee benefits at a later date then your 401(k) benefits will be commensurate with benefits provided to other Company employees.

• Health Insurance: You will be eligible to join Champions Biotechnology Group Medical & Dental Plan on the first day of the month following your date of hire. Participation in that plan shall be governed by the terms and condition set forth in the plan documents.

• PTO: You will be eligible to begin accruing Paid Time Off the first day of the month following 90 calendar days of employment. During the first year of service you are eligible to accrue and use up to 18 days of PTO. PTO accrual, carryover, and payment of PTO upon termination of employment shall be subject to and in accordance with the Company’s PTO policies and practices.

• Holidays: You will be eligible to take advantage of paid Holidays offered by the Company. The Company offers 11 paid Holidays to full-time employees.

• Other Reimbursement: Employees who drive their own cars on business trips are reimbursed the prevailing company/IRS mileage reimbursement rate plus parking and tolls.

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Confidential

• Severance: In the event of an involuntary termination of your employment by the Company due to a reduction in force/downsizing, a change in Company direction, a relocation by the Company of Executive’s principal work site to a facility located a significant distance outside the greater Phoenix, Arizona metropolitan area, or job elimination, the Company will provide a severance payment equivalent to six pay periods, $46,250, based on annual base salary of $185,000, provided that you deliver to the Company a full release acceptable to the Company. If termination is with “cause” (as defined in the following sentence) no severance is payable. For purposes of this letter, the term “cause” shall mean (i) the inability, failure or refusal of the Executive to perform the duties or render the services reasonably assigned to him from time to time by the President in a competent manner, (ii) negligence or willful misconduct by the Executive in the performance of his duties as an employee of the Company or the inability of the Executive to maintain a professional relationship with the Company’s staff and related persons, (iii) the charging or indictment of the Executive in connection with a crime, (iv) the affiliation, directly or indirectly, of the Executive, for his profit or financial benefit, with any person or entity that competes, in any material way, with the Company, (v) the disclosing or using of any confidential information or trade secrets of the Company at any time by the Executive, except as required in connection with his duties to the Company, (vi) the breach by the Executive of his fiduciary duty or duty of trust to the Company, (vii) chronic absenteeism, (viii) substance abuse, or (ix) any other material breach by the Executive of any of the terms or provisions of this letter or any other agreement between the Company and the Executive, which other material breach is not cured within ten (10) business days of notice by the Company or which is not curable.

In order to comply with the Immigration Reform and Control Act of 1986 and applicable state law, you will be required to verify your legal right to work in the United States through the presentation of documents establishing your identity and authorizing your right to work in the United States within three business days of beginning your new position.

Finally, as a condition of your employment with the Company, you must also execute the Company’s Business Protection Agreement, a copy of which will be provided to you. Like all Company employees, you may in the future be required, in the Company’s reasonable discretion, to execute agreements relating to other Company policies or substantive matters. Also, as with all of the Company’s offers to prospective employees, this offer is contingent upon satisfactory completion of those portions of the Company’s standard due diligence (including background and reference checks as may be applicable to your prospective employment).

This letter supersedes any previous correspondence or offer and contains the Company’s entire offer. This letter does not constitute an employment contract, nor should it be construed as a guarantee that employment or any benefit program or other term or condition of employment will be continued for any period of time. Any salary figures are not intended to create an employment contract for any specific period of time and thus your employment is at-will; either you or the company can terminate it at anytime with or without cause.

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Confidential

Should you agree and accept the Company’s offer, by doing so, you represent and warrant that you are free to accept this offer of employment and that you doing so does not breach any contract or agreement which you have any other entity and is not in violation of any legal duty you have to any other entity.

Mark, we look forward to you joining the Champions Biotechnology team. We believe you will enjoy the challenges and opportunities that lie ahead in our dynamic business and that you have the skills and talent necessary to be a strong contributor to our mutual growth.

To formally accept this offer, please sign, date and return this letter via PDF or facsimile (480-656-8326) and mail the original to my attention by no later than January 8, 2009 confirming your acceptance of this offer. Should you have any questions, please do not hesitate to call me. Congratulations on your new position, and I look forward to your contribution to Champions Biotechnology. If you have any questions please do not hesitate to contact me.

Sincerely,

/s/ Douglas D. Burkett Douglas D. Burkett, Ph.D.
President
Champions Biotechnology, Inc.

Accepted:

  Mark R. Schonau   Date

Page 4

EX-10.5

Exhibit 10.5

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) made this May 18, 2009, by and between James Martell, (the “Consultant”) whose address is 2200 Wilson Blvd., Suite 102-316, Arlington, VA, and CHAMPIONS BIOTECHNOLOGY, INC. (the “Company”) whose principal office is Science & Technology Park at Johns Hopkins, 855 N. Wolfe Street, Baltimore, MD.

RECITALS:

WHEREAS, Consultant is the Founder and Director of the Company and as such has provided a valuable direction and purpose to the Company since its inception in 1985;

WHEREAS, Consultant’s knowledge and insights continue to be important to the future development and growth of the Company;

WHEREAS, Consultant was formerly Chairman, President, Chief Executive Officer and the Chief Administrative Officer of the Company, and the Company now desires to retain Consultant to perform certain consulting services;

WHEREAS, the Parties wish to enter into this Agreement to set forth the obligations and responsibilities of each in connection with their contractual relationship;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the Parties hereto agree as follows:

1. Duties and Status.

1.1. Engagement. The Company hereby engages Consultant to serve the Company, and Consultant hereby accepts such engagement, upon the terms and conditions hereinafter set forth.

1.2. Scope of Services. During the term of this Agreement, Consultant shall devote such time and his best commercial efforts to faithfully, loyally and competently perform all of his duties under this Agreement, and the Company will provide all necessary information and other support appropriate to the performance of the services. Consultant will report to the President of the Company or his designee and shall, at all times, exercise his own discretion and control with respect to each and every project to which he is assigned by the Company. Consultant will not take any action which may interfere with, or may adversely affect the business, properties or prospects of the Company or any of its affiliates, or the performance of his duties hereunder in any way.

1.3. Responsibilities. During the Term (as hereinafter defined) of this Agreement, Consultant will carry out projects as assigned by the President or his designee that may include: (i) assistance in designated projects concerning aspects of the Company’s Personalized Oncology business; (ii) assistance with designated projects concerning aspects of business development for the Company, and (iii) being reasonably available at convenient times to confer with the Company regarding historical, strategic and tactical issues that arise.

1.4. Time Requirements. It is expected that Consultant shall generally devote at least 25 hours per week to his services to the Company under this Agreement. It is understood that Consultant is free to work for and/or provide services to any other business and/or entity provided such work or services shall not interfere with Consultant’s provision of services to the Company pursuant to this Agreement, and further provided that such work or services shall not violate his duties under the Company’s Business Protection Agreement.

1.5. Contracting. Consultant shall not possess authority to bind the Company in any manner whatsoever, including but in no way limited to binding the Company to contracts. Consultant shall not enter into any contracts of any kind, verbal or written, on behalf of the Company or in furtherance of the business of the Company.

1.6. Hold Harmless, Defend, and Indemnify. Consultant hereby agrees to defend, indemnify, and hold the Company harmless from and for any and all claims, lawsuits, administrative complaints, criminal complaints, damages, attorneys’ fees, litigation costs, and any other harm arising out of or in any way relating to Consultant’s breach of any and all undertakings, duties, and/or restrictions on authority set forth in this Agreement.

2. Term. The term of this Agreement shall commence on May 18, 2009 (the “Effective Date”) and shall continue until the close of business on the day immediately preceding the second anniversary of the date of the Effective Date (the “Original Term”). This Agreement will be renewed at the expiration of the Original Term only in the event that the parties enter into a new written consulting Agreement, and shall not automatically renew or otherwise operate as a hold-over without express written consent of all the parties.

3. Compensation and Reimbursement. As compensation for Consultant’s services hereunder, Consultant shall be paid the sum of $100,000 annually, payable in twelve equal monthly installments of $8,333, or pro rata for each month or portion of a month in the event that Consultant provides services for less than one full year. The Company shall make no deductions or withholdings from this amount and shall issue a Form 1099 to account for all such payments. Consultant understands and agrees that he shall be responsible for any and all tax consequences of these independent contractor payments, including assessments and/or penalties imposed by taxing authorities.

Consultant shall not be entitled to participate in any employee benefit programs implemented by the Company for the benefit of any of its full-time employees, including, without limitation, any retirement plans, disability insurance, life insurance, health and medical insurance, and shall not be paid vacation, holiday or sick time.

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3.2. Reimbursement. The Company shall reimburse Consultant for any reasonable and necessary expenses actually and properly incurred by Consultant in connection with performance of services described in 1.2 and 1.3 upon presentation of such expenses per Company policy. Notwithstanding the preceding, any expenses over $350 will be subject to prior approval by the Company.

4. Consultant’s Representations and Warranties.

4.1. No Prior Agreements. Consultant represents and warrants that he is not a party to or otherwise subject to or bound by the terms of any contract, agreement or understanding which in any manner would limit or otherwise affect his ability to perform contractor services hereunder, including without limitation any contract, agreement or understanding containing terms and provisions restricting competition, protecting confidential information, or relating to ownership or assignment of intellectual property.

4.2. Confidential Information of Others. Consultant represents warrants and covenants he will not disclose to the Company or otherwise use, in the course of his engagement with the Company, any confidential information which he is restricted from disclosing or using pursuant to any other agreement or duty to any other person.

4.3. Non-Competition Covenants. Consultant represents and warrants to the Company that he is not bound by any non-competition or non-solicitation agreement or similar restriction which would prohibit him from accepting engagement with the Company or performing any contractor services on behalf of the Company.

4.4. No Restrictions. Consultant represents that his performance of services hereunder does not and will not conflict with or breach any agreement or arrangement he has with any third party. In the event that Consultant enters into a relationship described above, Consultant shall immediately provide written notice to the Company of such relationship, subject to the provision that such notification shall not breach confidentiality provisions or understandings regarding confidentiality. Consultant will notify Company in the event that he becomes aware of a conflict between any policies and obligations of any other client or employer and this Agreement to the extent that such notification does not breach confidentiality provisions or understandings regarding confidentiality.

4.5. Return of Company Property. Consultant agrees that upon termination of engagement he will promptly return to the Company all Confidential Information, all Intellectual Property of the Company and all other property of the Company, including all correspondence, manuals, notebooks, lists of customers and suppliers, prototypes, computer programs, disks and any documents, materials or property, whether written or stored on computerized medium, and all copies in Consultant’s possession or control, he shall not shall not take any action to preserve or regain access to such information through any means, including but not limited to access to the Company’s facilities or through a computer or other digital or electronic means, and shall promptly pay all amounts due, owing or otherwise payable by Consultant to the Company. Consultant expressly authorizes the Company to withhold any amounts payable to him, including for wages, compensation, reimbursement and otherwise, until he has complied with this Section.

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4.6. Business Protection Agreement. Consultant acknowledges that this Agreement is contingent upon Consultant’s acceptance of and agreement to be bound by all of the terms and provisions of the Company’s Business Protection Agreement, a copy of which has been delivered to Consultant. Accordingly, Consultant covenants and agrees to be bound and abide by all terms and provisions of the Business Protection Agreement, regardless of whether such agreement has ever been signed or delivered by Consultant.

4.7. Company’s Remedies for Breach. Consultant acknowledges that, as the violation by Consultant of the provisions of Section 4 would cause irreparable injury to the Company, and there is no adequate remedy at law for such violation, the Company shall have the right in addition to any other remedies available, at law or in equity, to seek to enjoin Consultant in a court of equity from violating such provisions. Consultant hereby waives any and all defenses he may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief.

5. Termination. Either party may terminate this Agreement for any reason or for no reason upon 90 days prior written notice, provided, however, that any termination by the Company must receive the prior written approval of David Sidransky, the Chairman of the Board of Directors of the Company. Upon the termination of Consultant’s engagement for any reason or no reason, the Company shall have no further obligation to Consultant whatsoever except as expressly stated in this Section. The Company may immediately terminate this Agreement upon Consultant’s breach of any provisions, undertakings, duties, and/or restrictions on authority set forth in this Agreement.

6. Relationship. Consultant acknowledges and agrees that he is acting solely as an independent contractor hereunder and is not an employee of the Company. Consultant will not be eligible for any employee benefits and will be responsible for payment of any taxes relating to services provided hereunder. Consultant shall have no authority to enter into contracts which bind the Company or create any obligation on behalf of the Company except as authorized and approved by the Company. Under no circumstances shall Consultant hold himself out to be an employee of the Company. This Agreement shall not be construed as creating any partnership, joint venture or any other form of joint operation or organization wherein the parties hereto are deemed to be partners.

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7. Miscellaneous.

7.1. Entire Agreement. The Company has made no representations other than as set forth herein. No modification or amendment of this Agreement, nor waiver of any of its provisions, shall be valid or enforceable unless in writing and signed by all parties.

7.2. Benefit. This Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns. This Agreement shall be binding upon Consultant and his heirs, personal and legal representatives, and guardians, and shall inure to the benefit of Consultant. This Agreement may not be assigned by Consultant in whole or in part.

7.3. Separability. The invalidity or unenforceability of any provision of this Agreement shall not affect any other provision hereof, and the Agreement shall be construed in all respects as though such invalid or unenforceable provisions were omitted.

7.4. Notices. Any notice required to be given pursuant to this Agreement shall be in writing and delivered in person, or sent by certified mail, return receipt requested, if to the Company, at its principal office and if to Consultant, at his residence address as contained in the records of the Company.

7.5. Governing Law; Waiver of Jury Trial; Jurisdiction. This Agreement has been made in and shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to any conflicts of laws principles which would apply the law of another jurisdiction. The parties hereby waive trial by jury in any action arising under this Agreement. Any action arising under this Agreement shall be brought in and shall be subject to the exclusive jurisdiction and venue of the state or federal courts located in Maryland, except where injunctive relief is sought in any other jurisdiction in connection with the enforcement of this Agreement.

7.6. Waiver. The failure of any party to fully enforce any provision hereof shall not be deemed to be a waiver of such provision or any part thereof, and the waiver by any party of any provision hereof shall not be deemed to be a waiver of any other provision hereof or a waiver with respect to any other incidence of non-compliance therewith. No waiver shall be effective unless in writing and signed by the party so waiving.

7.7. Survival. The provisions of Section 4 hereof shall survive the termination of this Agreement and Consultant’s engagement hereunder.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement under seal, with the intent that this be a sealed instrument, on the day and year first above written.

COMPANY: Champions Biotechnology, Inc.

By:                                          (SEAL)

CONSULTANT: James Martell.

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EX-10.6

Exhibit 10.6

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the  18^th  day of  May, 2009, by and between Champions Biotechnology, Inc., a Delaware corporation (the “Company”), and James M. Martell, an individual (the “Seller”).

RECITALS

A. The Seller owns 8,348,000 shares of the Company’s outstanding common stock, par value $.001 per share (“Stock”).

B. The Seller wishes to sell to the Company up to 2,250,000 shares of Stock (the “Shares”), and the Company wishes to purchase the Shares on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual obligations set forth in this Agreement, the parties hereto agree as follows:

1. Purchase and Delivery of the Shares.

(a) Purchase of Shares. Subject to the terms and conditions hereof and in reliance upon the representations, warranties, covenants, and agreements set forth and contained herein, the Seller hereby agrees to sell to the Company, and the Company agrees to purchase from the Seller at each Closing (as hereinafter defined), the number of Shares set forth in Section 1(b) below. The purchase and sale of the Shares will occur in multiple closings, as described below.

(b) Closings.

(i) The closing of the purchase and sale to the Company of the first installment of the Shares (the “Initial Closing”) shall take place at such time and place upon which the Company and the Seller shall agree, but in no event shall the Initial Closing be later than April 15, 2009. At the Initial Closing, the Company shall purchase such number of Shares (rounded to the nearest whole Share) as is determined by dividing $125,000 by the Purchase Price (as defined below).

(ii) For so long as that certain Consulting Agreement, dated as of the date hereof, by and between the Company and the Seller (such agreement and any renewal thereof, the “Consulting Agreement”), shall remain in effect, the Company shall purchase an aggregate of $31,250 of Shares each calendar quarter. The first such quarterly purchase of Shares (the “Initial Quarterly Closing”) shall be made no later than July 31, 2009 with respect to the quarter ending July 31, 2009, and future quarterly purchases of Shares (each a “Quarterly Closing”) shall be made no later than October 31, January 31, April 30, and July 31 occurring during the term of the Consulting Agreement. At each Quarterly Closing, the Company shall purchase such number of Shares (rounded to the nearest whole Share) as is determined by dividing $31,250 by the Purchase Price. If at any time the Consulting Agreement is terminated or not renewed pursuant to its terms, then the Company’s obligation to purchase Shares under this Section 1(b)(ii) shall immediately cease. The Initial Closing, the Initial Quarterly Closing, each Quarterly Closing, and any purchase and sale of Shares pursuant to Section 1(c) shall be referred to as a “Closing.”

(c) Option to Purchase Additional Shares. The Company shall have the option (the “Option”), at any time and from time to time following the date of this Agreement through the third anniversary of the termination of the Consulting Agreement, to purchase all or any part of the Shares that have not otherwise previously been purchased hereunder. In the event the Company, in its sole discretion, exercises the Option, the Company shall do so by providing written notice to the Seller in accordance with the terms hereof, and by paying the Purchase Price for the number of Shares to be purchased upon exercise of the Option. The Option may be exercised in multiple Closings at the Company’s sole discretion; provided, however, that in no event shall the aggregate number of Shares purchased under this Agreement exceed 2,250,000 Shares.

(d) Notice of Closing. The Company shall notify the Seller in writing in accordance with the terms hereof as to the date of each Closing at least ten (10) days prior to such Closing (the “Closing Notice”). The Closing Notice shall set forth the Purchase Price to be paid for the Shares at such Closing.

(e) Purchase Price. The purchase price to be paid by the Company to the Seller for the Shares to be acquired pursuant to Section 1 (the “Purchase Price”) shall be equal to the lesser of (A) $0.50 per Share and (B) the volume-weighted average closing price of the Stock as quoted on the OTC Bulletin Board (or other quotation medium that publishes quotes of the Stock) for the 30-trading-day period ending on the day before the date of the Closing Notice. In the event that the volume-weighted average closing price is not available, the Purchase Price shall be the average of the closing prices for the 30-trading-day period ending on the day before the date of the Closing Notice. In the event the calculation of the number of Shares to be purchased at a Closing would result in the issuance of fractional shares, the number of Shares to be purchased at such Closing shall be rounded to the nearest whole Share.

(f) Delivery. At each Closing, the Seller shall deliver to the Company (1) certificates evidencing the Shares, such certificates from the Seller to be validly endorsed by the Seller in blank or with a duly executed and medallion guaranteed Assignment Separate From Certificate attached, and (2) a certificate in the form of Exhibit A hereto executed by the Seller to the effect that the conditions set forth in Section 6 have been satisfied.

2. Representations and Warranties of the Seller. The Seller represents and warrants as follows:

(a) Authorization of Transaction; Agreement Binding. The Seller has full power and authority to execute and deliver, and to perform his obligations under, this Agreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally.

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(b) No Conflict. The execution, delivery, and performance of this Agreement by the Seller does not and will not violate, conflict with, or result in a breach of or a default under (A) any applicable law, order, judgment or decree, or (B) any agreement, contract or other obligation to which the Seller is a party.

(c) Title to Shares. The Seller is the lawful owner of the Shares. The Seller owns the Shares free of any liens, claims, charges, pledges, encumbrances, or security interests of any kind. Upon payment of the Purchase Price at each Closing, legal and equitable title to the Shares will pass to the Company free and clear of all liens, claims, charges, pledges, encumbrances, and security interests of any kind.

(d) Representations Regarding the Company. The Company has made no representations to the Seller regarding the sale of the Shares or regarding its financial condition or future prospects. The Seller acknowledges that the Purchase Price may not necessarily reflect the fair market value of the Stock, and could be significantly lower than the price which the Company eventually obtains if it sells the Shares. The Seller has been afforded the opportunity to ask questions of and receive answers from the Company concerning the Company’s financial condition and future prospects.

3. Representations and Warranties of the Company. The Company represents and warrants as follows:

(a) Authorization of Transaction; Agreement Binding. The Company has full power and authority to execute and deliver, and to perform its obligations under, this Agreement. This Agreement constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as such enforcement may be limited by general equitable principles or by applicable bankruptcy, insolvency, or similar laws affecting creditors’ rights generally.

(b) No Conflict. The execution, delivery, and performance of this Agreement by the Company does not and will not violate, conflict with, or result in a breach of or default under (A) the Company’s charter or other governing instruments, (B) any applicable law, order, judgment, or decree, or (C) any agreement, contract, or other obligation to which the Company is a party.

4. Seller’s Release. The Seller hereby releases and forever discharges the Company and its officers, agents, and affiliates, of and from any and all manner of action and actions, causes of action, claims, demands, debts, accounts, judgments, and damages, whether known or unknown or suspected or unsuspected, which the Seller ever had, now has, or may, shall, or can hereafter have arising out of, related to, or in connection with this Agreement and the purchase and sale of the Shares.

5. Further Assurances of Seller and the Company. Each of the parties hereto shall execute and deliver any and all such other instruments, documents, and agreements and take all such actions as either party may reasonably request from time to time in order to effectuate the purposes of this Agreement. Seller hereby agrees not to otherwise sell, agree to sell, or encumber in any way the Shares that may be sold hereunder until expiration of the period set forth in Section 1(c).

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6. Conditions to the Obligations of the Company. The obligation of the Company to purchase the Shares being purchased by it at each Closing is, at its option, subject to the representations and warranties contained in Section 2 being true, complete, and correct on and as of the date of the Closing with the same effect as though such representations and warranties had been made on and as of such date. The Seller shall, at each Closing, deliver to the Company a certificate in the form of Exhibit A hereto confirming that all representations and warranties of the Seller are true and correct at and as of the Closing, and the Seller has performed and satisfied all agreements and covenants required by this Agreement to be performed and satisfied by the Seller at or prior to the Closing.

7. Conditions to the Obligations of the Seller. The obligation of the Seller to sell the Shares being sold by him at each Closing is, at his option, subject to the Company having delivered to the Seller the aggregate Purchase Price for all of the Shares to be purchased by it on the Closing in accordance with the provisions of Section 1 hereof.

8. Brokerage. Each party hereto shall indemnify and hold harmless the other against and in respect of any claim for brokerage or other commissions relating to this Agreement or to the transactions contemplated hereby, based in any way on agreements, arrangements, or understandings made or claimed to have been made by such party with any third party.

9. Miscellaneous.

(a) Controlling Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.

(b) Binding Nature of Agreement; No Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that no party may assign or transfer its rights or obligations under this Agreement without the prior consent of the other party hereto.

(c) Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as follows:

If to the Seller:	James M. Martell
	1400 N. 14th Street
	Arlington, Virginia 22209
If to the Company:	Champions Biotechnology, Inc.
	Attention: Douglas D. Burkett
	ASU Research Park
	2050 E ASU Circle, Suite 103
	Tempe, Arizona 85284

4

with a copy (which shall not constitute notice) to:

Greenberg Traurig, LLP

Attention: Brian H. Blaney

2375 E. Camelback Road

Suite 700

Phoenix, Arizona 85016

Fax: (602) 445-8603

Any party hereto may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party hereto may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other party notice in the manner herein set forth.

(d) Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the purchase and sale of the Shares, and supersedes all prior and contemporaneous agreements and understandings, inducements, or conditions, express or implied, oral or written, between the parties hereto, with respect to the purchase and sale of the Shares. This Agreement may not be modified or amended other than by an agreement executed in writing by the parties hereto.

(e) Counterparts. This Agreement may be executed on separate counterparts, each of which shall deemed to be an original and all of which taken together shall constitute one and the same agreement. Any telecopied signature shall be deemed a manually executed and delivered original.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

5

IN WITNESS WHEREOF, the Company and the Seller have executed and delivered this Agreement as of the day and year first above written.

SELLER:
JAMES M. MARTELL
COMPANY:
CHAMPIONS BIOTECHNOLOGY, INC.
By:
	Douglas D. Burkett President

Exhibit A

Form of Closing Certificate

This Certificate is being delivered pursuant to Section 6 of that certain Stock Purchase Agreement, dated as of ___ ___, 2009 (the “Agreement”), by and between Champions Biotechnology, Inc., a Delaware corporation, and James M. Martell, an individual (the “Seller”). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Agreement.

The Seller hereby certifies that all representations and warranties of the Seller contained in the Agreement are true and correct at and as of the Closing, and the Seller has performed and satisfied all agreements and covenants required by the Agreement to be performed and satisfied by the Seller at or prior to the Closing.

IN WITNESS WHEREOF, this Certificate is executed as of  _____, 20____.

JAMES M. MARTELL

A-1

EX-21

EXHIBIT 21

SUBSIDIARIES OF CHAMPIONS BIOTECHNOLOGY, INC.

Name	Incorporated in
Biomerk, Inc.	Maryland
Champions Biotechnology UK, Limited	United Kingdom

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Section 302 Certification

I, Douglas D Burkett, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Champions Biotechnology, Inc., a Delaware corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 26, 2009	/s/ Douglas D. Burkett
	Douglas D. Burkett
	President and Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
Section 302 Certification

I, Mark R. Schonau, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Champions Biotechnology, Inc., a Delaware corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 26, 2009	/s/ Mark R. Schonau
	Mark R. Schonau
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report of Champions Biotechnology, Inc. (the “Company”) on Form 10-K for the year ended April 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: August 26, 2009	By:	/s/ Douglas D. Burkett
		Douglas D. Burkett
		President and Principal Executive Officer

/s/ Mark R. Schonau  

Mark R. Schonau

Chief Financial Officer