CHAMPION COMMUNICATION SERVICES INC - FORM 10-Q

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file	filename
EX-31.2 - CHAMPION COMMUNICATION SERVICES INC	ex31-2.htm
EX-32.2 - CHAMPION COMMUNICATION SERVICES INC	ex32-2.htm
EX-31.1 - CHAMPION COMMUNICATION SERVICES INC	ex31-1.htm
EX-32.1 - CHAMPION COMMUNICATION SERVICES INC	ex32-1.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

{X}	Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the

Quarter Ended September 30, 2009

{ }	Transition Report Under Section 13 or 15(d) of the Exchange Act for the

transition period from _________________________ to _____________________________

Commission File Number 001-12565

Champion Communication Services, Inc.

(Exact name of small business issuer as specified in its charter)

Delaware	76-0448005
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

2739 Wisteria Walk
Spring, Texas	77388
(Address of Principal Executive Offices)	(Zip Code)

(281) 216-6808

(Issuer’s Telephone Number, including area code.)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

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

[ ] Large accelerated filer

[ ] Accelerated filer

[ ] Non-accelerated filer

(Do not check if a smaller reporting company0

[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ]No [ ]

As of November 11, 2009, there were 4,665,842 shares of the registrant’s common stock, $0.01 par value outstanding.

Champion Communication Services, Inc.

Index to Form 10-Q

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Balance Sheets -
	September 30, 2009 and December 31, 2008 (audited)	1

	Statements of Operations -
	Three and Nine Months Ended September 30, 2009 and 2008	2

	Statements of Cash Flows -
	Three and Nine Months Ended September 30, 2009 and 2008	3

	Notes to Financial Statements	4

Item 2.	Management’s Discussion and Analysis of
	Financial Condition and Results of Operations	5

Item 3.	Controls and Procedures	7

PART II.	OTHER INFORMATION

Item 6.

Exhibits and Reports on Form 8-K

SIGNATURES	9

CHAMPION COMMUNICATION SERVICES, INC.

BALANCE SHEETS

September 30, 2009 and December 31, 2008

ASSETS	September 30,			December
	2009			2008
	(unaudited)
Current Assets
Cash and cash equivalents	$	188,439		$	241,494
Prepaid expenses and other		450			450
Total Current Assets		188,889			241,944


	$	188,889		$	241,944

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities
Accounts payable	$	1,209		$	6,976
Accrued expenses		3,094			3,094

Total Current Liabilities		4,303			10,070

Commitments and Contingencies		-			-

Stockholders’ Equity
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.01 par value, 20,000,000 shares authorized, 4,665,842 shares issued and outstanding at September 30, 2009 and December 31, 2008		46,658			46,658
Additional paid-in capital		2,558,591			2,558,591
Retained deficit		(2,420,663	)		(2,373,375	)

Total Stockholders’ Equity		184,586			231,874

	$	188,889		$	241,944

CHAMPION COMMUNICATION SERVICES, INC.

STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2009 and 2008

	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
	(unaudited)

Revenues
Dispatch communications	$	-		$	-		$	-		$	-
Total Revenues		-			-			-			-

Gross Margin		-			-			-			-
Depreciation and amortization		-			-						1,339
General and administrative expenses		9,199			20,643			47,898			111,817

Operating Loss		(9,199	)		(20,643	)		(47,898	)		(113,156	)

Other income (expenses):
Interest income		15			1,371			611			6,276
Interest expense		-			-			-			-

Loss from continuing operations		(9,184	)		(19,272	)		(47,287	)		(106,880	)

Income (loss) before income taxes		(9,184	)		(19,272	)		(47,287	)		(106,880	)

Net income (loss)	$	(9,184	)	$	(19,272	)	$	(47,287	)	$	(106,880	)

Weighted average common shares outstanding		4,665,842			4,665,842			4,665,842			4,665,842
Diluted weighted average common shares outstanding		4,665,842			4,665,842			4,665,842			4,665,842


Basic earnings (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)
Diluted earnings (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)

CHAMPION COMMUNICATION SERVICES, INC.

STATEMENTS OF CASH FLOWS

For the Three and Nine Months Ended September 30, 2009 and 2008

	Three months ended September 30						Nine months ended September 30
	2009			2008			2009			2008
	(unaudited)

Cash flows from operating activities: Net income (loss)	$	(9,184	)	$	(19,272	)	$	(47,288	)	$	(106,880	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		-			-						1,339
Change in assets and liabilities:
Accounts receivable		-			2,000						10,780
Accounts payable		(11,899	)		(14,758	)		(5,767	)		(7,331	)
Accrued expenses		-			(128	)					(37,080	)
Other assets		-			-			-			-
Net cash used in operating activities		(21,083	)		(32,158	)		(53,055	)		(139,172	)

Cash flows from investing activities:
Net cash provided by (used in) investing activities		-			-			-			-

Cash flows from financing activities:
Net cash used in financing activities		-			-			-			-

Increase (decrease) in cash and cash equivalents		(21,083	)		(32,158	)		(53,055	)		(139,172	)
Cash and cash equivalents at beginning of period		209,522			284,871			241,494			391,885
Cash and cash equivalents at end of period	$	188,439		$	252,713		$	188,439		$	252,713

CHAMPION COMMUNICATION SERVICES, INC.

NOTES TO FINANCIAL STATEMENTS FOR THE

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009

(Unaudited)

1. Basis of Presentation

The accompanying unaudited financial statements of Champion Communication Services, Inc. (“Champion”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. The financial statements for the three and nine months ended September 30, 2009 and 2008 are unaudited and, in the opinion of management, reflect all adjustments which are necessary for a fair statement of the financial position, results of operations and cash flows as of and for the interim periods. Such adjustments consist only of items of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the financial position or results of operations expected for the full fiscal year or for any other future periods. These financial statements should be read in conjunction with the financial statements and the notes thereto included in Champion’s Annual Report on Form 10-K for the year ended December 31, 2008.

The differences between accounting principles generally accepted in the United States and Canada do not have a material impact on the accompanying financial statements. Champion trades on the NEX Exchange in Canada and the United States Over the Counter Bulletin Board.

2. Going Concern

Champion’s financial statements are prepared using generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. In May 2007, Champion sold substantially all of its assets (the “Asset Sale”) and currently is a reporting shell corporation. Champion’s current business plan is to locate and combine with an existing, privately-held company that desires to become a public corporation. While we believe that the proceeds from the Asset Sale will enable us to continue as a going concern until a combination is consummated, there can be no assurance that we will be able to complete a combination prior to the depletion of our remaining assets and the cessation of our operation as a going concern.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Information

This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical information provided herein are forward-looking and may contain information about financial results, economic conditions, trends and known uncertainties. Champion cautions the reader that actual results could differ materially from those expected by Champion depending on the outcome of certain factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Champion undertakes no obligations to release publicly the results of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereon, including without limitation, changes in Champion’s business strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events. For a more detailed description of these and other cautionary factors that may affect our future results, please refer to our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange Commission.

Overview

In May 2007, we sold substantially all of our operational assets (the “Asset Sale”). As a result of the Asset Sale, Champion consists of the corporate shell and its related assets. Our current business plan is to locate and combine with an existing, privately-held company that desires to become a public corporation. At this time, we can provide no assurance that we will be able to identify potential merger candidates, or if we do, that a transaction will be consummated. Further, in the event that Champion consummates such a transaction, there can be no assurance that the transaction will be on terms that are favorable to Champion or its current stockholders or that the resulting business venture will operate successfully.

Results of Operations – Quarters ended September 30, 2009 and 2008

We had no revenues for the quarters ended September 30, 2009 and 2008. All revenues ceased with the Asset Sale, which was effective May 1, 2007.

Correspondingly, there were no costs and expenses for the quarters ended September 30, 2009 and 2008.

General and administrative expenses decreased to $9,000 for the quarter ended September 30, 2009, from $48,000 for the quarter ended September 30, 2008. These expenses reflect minimal costs required to maintain the corporate shell and include legal, accounting, and filing-related costs and the decrease reflects termination of our office lease and staff.

Interest income for the quarter ended September 30, 2009 was none compared to $1,000 for the quarter ended September 30, 2008. Interest income in 2008 was earned on remaining funds of the company.

We reported a net loss of $9,000 for the third quarter 2009, compared to a net loss of $19,000 for the same quarter of 2008.

Results of Operations – Nine months ended September 30, 2009 and 2008

We had no revenues for the nine months ended September 30, 2009 and 2008. All revenues ceased with the Asset Sale, which was effective May 1, 2007.

Correspondingly, there were no costs and expenses for the nine month period ended September 30, 2009,and 2008.

General and administrative expenses decreased from $21,000 for the nine months ended September 30, 2008, to $9,000 for the nine months ended September 30, 2009. These expenses reflect the minimal costs required to maintain the corporate shell and include legal, accounting, and filing-related costs.

There was no depreciation and amortization expense for the nine month period ended September 30, 2009 compared to $1,000 for the same nine month period of 2008. All computer and office equipment was abandoned in the first half of 2008.

Net interest income for the nine month period ended September 30, 2009 was less than $1,000, compared to $6,000 for the nine month period ended September 30, 2008. Interest income decreased due to lower interest rates and the reduction of cash on hand.

We reported a net loss of $47,000 for the nine months ended September 30, 2009, compared to a net loss of $107,000 for the nine months ended September 30, 2008.

Financial Condition and Liquidity

We had $188,000 in cash and cash equivalents at September 30, 2009, compared to $241,000 at December 31, 2008. Our working capital at September 30, 2009 was $185,000, compared to $242,000 at December 31, 2008.

Cash used in operating activities was $55,000 for the first nine months of 2009, compared to $139,000 used for the same period of 2008.

No cash was provided by investing activities for the nine months ended September 30, 2009 and 2008.

No cash was used in financing activities for the nine months ended September 30, 2009 and 2008.

Summary of Critical Accounting Policies

(a)	Communications Equipment and Related Assets

	Communications equipment and related assets were recorded at cost. Depreciation was computed on a straight-line basis over the estimated useful lives of the assets ranging from two to five years for other fixed assets and five to ten years for base station and related equipment.

(b)	Other Assets

	Fees associated with obtaining Federal Communication Commission licenses for 450-470 MHz, 470-512 MHz and 800 MHz were capitalized as part of the cost of the licenses. Our licenses were amortized under the straight-line method for five- ten years.

Item 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2009, and have concluded that as of that date, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified by the SEC, and that material information relating to Champion is made known to management, including the Chief Executive Officer and Chief Financial Officer, particularly during the period when our periodic reports are being prepared.

Changes in Internal Controls

Based on the evaluation noted above, there were no material changes to our internal controls during the nine months ended September 30, 2009 that materially affected, or are reasonably likely to affect, Champion's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)	Exhibits.

31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
32.1	Certification of Principal Executive Officer relating to Periodic Financial Report Pursuant to18 U.S.C. Section 1350.
32.2	Certification of Principal Financial Officer relating to Periodic Financial Report Pursuant to18 U.S.C. Section 1350.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	CHAMPION COMMUNICATION SERVICES, INC.



	By: /s/ Albert F. Richmond
	Albert F. Richmond,
	Chairman, Chief Executive Officer and President



	By: /s/ Pamela R. Cooper
	Pamela R. Cooper
	Chief Financial Officer, Treasurer and Controller

Date: November 11, 2009

CHAMPION COMMUNICATION SERVICES INC - FORM 10-Q - November 16, 2009

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