(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

94-3261986

(I.R.S. Employer Identification No.)

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (510) 728-0200

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $ .0001 par value

                                                                              Page
PART I  

   Item 1. Description of Business                                             2
   Item 2. Management's Discussion and Analysis or
             Plan of Operation                                                 6
   Item 3. Description of Property                                             9
   Item 4. Security Ownership of Certain Beneficial Owners and Management      9
   Item 5. Directors, Executive Officers, Promoters and Control Persons        10
   Item 6. Executive Compensation                                              10
   Item 7. Certain Relationships and Related Transactions                      12
   Item 8. Description of Securities                                           12

PART II

   Item 1. Market Price of and Dividends on the Registrant's Common
             Equity and Other Shareholder Matters                              13
   Item 2. Legal Proceedings                                                   13
   Item 3. Changes in and Disagreements with Accountants                       13
   Item 4. Recent Sales of Unregistered Securities                             13
   Item 5. Indemnification of Directors and Officers                           13

PART F/S

    Financial Statements
      Interim Statements for the six-month period ended June 30, 2001          14
      Audited Statements for the years ended December 31, 2000 and 1999        21

PART III

   Item 1. Index to Exhibits                                                   33

PART I

Item 1. Description of Business

General

PeopleNet International Corporation, is engaged in:

• the development, production and marketing of "ADVENTURES WITH KANGA RODDY", a television program aimed at pre-school and primary school children;
• the licensing of merchandising rights related to the Kanga Roddy series;
• the development, production and marketing of various audio tapes, video tapes and workbooks that specialize in fitness information; and
• the licensing of rights to other intellectual properties.

PeopleNet, formerly known as American Champion Media, Inc., is a Delaware corporation headquartered in Hayward, California and incorporated on February 5, 1997. PeopleNet was formed by, and has been, a wholly owned subsidiary of American Champion Entertainment, Inc., a Delaware corporation. American Champion, has been a publicly traded company since July 31, 1997 and its common stock currently trades on the OTC Bulletin Board under the symbol ACEI. Concurrently with the effectiveness of this registration statement, American Champion will distribute its entire holdings of PeopleNet to the stockholders of American Champion.

We have developed and produced 29 half-hour episodes of the Kanga Roddy series which features a six-foot tall kangaroo character named Kanga Roddy who is a martial arts expert. Unlike other martial arts programs which feature violence, Kanga Roddy never fights because he understands that conflict can always be resolved through traditional martial arts values such as knowledge, compassion, humility, discipline, respect and an open mind. The show merges these values, with contemporary music, dance, vibrant colors and exciting movements designed to capture the attention of its target audience consisting primarily of pre-school and primary school children.

Each episode of the Kanga Roddy series focuses on a group of children at a community center and their teachers (played by Jennifer Montana and Karen Lott, wives of former San Francisco 49ers football players, Joe Montana and Ronnie Lott), working on activities such as reading, physical fitness and arts and crafts. During these activities, the children encounter an ethical or social problem, which cause uneasiness or unhappiness among some of the children. The teachers sense the problem and suggest that the children seek help from their friend Uncle Pat, the proprietor of a rare bookstore, played by actor Pat Morita, who was previously featured in "The Karate Kid" movies. Uncle Pat, with the assistance of his pet bookworm, Shakespeare, magically transports the children to the land of Hi-Yah where Kanga Roddy lives.

Once in the land of Hi-Yah, Kanga Roddy and his friends Bantu - a female African snake, Tackle Bear - his workout partner, Cimbop and Kimbop - a pair of feline sisters, and Zatochi - a wise old snow monkey, help the children solve their problem by giving examples presented through songs. Kanga Roddy gets inspiration for a proper solution to the problem through flashbacks to lessons learned from his martial arts teacher Zatochi or parallels drawn from encounters with his buddy Tackle Bear. The children and the costumed cast present the answers in song and dance routines. When the children return to the community center, they review what they have learned with their teachers.

In May 1997, we and KTEH, the public broadcasting station serving the San Jose, California area, entered into a distribution agreement which granted KTEH the exclusive right to distribute, advertise, market or otherwise exploit the Kanga Roddy series on public broadcast affiliated stations throughout the United States for a two-year period which ended in May 1999. KTEH cleared the broadcast of the Kanga Roddy series with 40 other public broadcast stations, which broadcast, to approximately 50% of the households in the United States (approximately 40 million households). We delivered 13 half-hour episodes to KTEH for broadcast and received $430,000 for exclusive broadcast rights for the series for the two-year period. Under the agreement, we also committed to sharing with KTEH 8% of revenues from the sale (less fees and commissions) and licensing of non-broadcast ancillary rights of educational products such as video tapes, books and music tapes, and 5% of our gross profits (less fees and commissions) fro m the sale and licensing of toys and clothing.

On April 20, 1998, we entered into a continuing distribution agreement with KTEH for the distribution of 26 more half-hour Kanga Roddy shows and two one-hour specials. Under the continuing distribution agreement, KTEH received the exclusive domestic broadcast rights to the new episodes for two years and agreed to pay us $30,000 for each half-hour program and $60,000 for each of the two one-hour shows. For this continuing distribution agreement, we completed and delivered 14 half-hour episodes to KTEH. The distribution agreements with KTEH ended on April 1, 2001.

In September 1999, we signed a licensing agreement with Brighter Child of Westerville, Ohio, for the licensing of the Kanga Roddy story and all related characters for use in interactive CD-Rom games. In October 1999, we signed a licensing agreement with Prestige Toys of New York, New York, for the licensing of the Kanga Roddy and all related characters for use and manufacturing of plush toy items in all sizes. The agreement with Brighter Child expires on December 31, 2002.

In December 2000, we signed a licensing agreement with World Channel, Inc. of South San Francisco, California, for a five-year worldwide licensing of the Kanga Roddy program and its related products. Pursuant to terms of the agreement, World Channel has the exclusive right to license all products of the Kanga Roddy program and its intellectual property and shall pay PeopleNet $600,000 in licensing fees per year from 2001 through 2005, or a total of $3 million.

We also host a website known as "Hiyah.com" where colorful graphics and streaming audio bring old-time stories and fables to children. We enjoy steadily increasing visits to this site with the average duration per visit of over 10 minutes. We intend to continue to provide this service to our ever increasing loyal user base.

We plan to retain worldwide rights to the characters and images developed in the Kanga Roddy series, to protect our rights to such characters and images through appropriate registration, and to license their use to manufactures for specific products. There is no assurance that we will be able to do so. If the Kanga Roddy series does not attain and maintain widespread television distribution, or widespread popularity, it is unlikely that any significant licensing or merchandising opportunities or revenue will arise or be maintained. In connection with the distribution of our stock by American Champion, we entered into an agreement with American Champion pursuant to which we agreed that all future cashflow related to the Kanga Roddy series and its intellectual property shall be allocated between the two companies on a 50/50 basis until such time that the note payable to American Champion is re-paid.

In June 2001, we signed an agreement with ECapital Group, Inc. to purchase the exclusive licensing and marketing rights to ChiBrow, a safe web browser software for children. Under the terms of the agreement, upon the effectiveness of the spin-off of PeopleNet from American Champion, we will issue 375,000 shares of our common stock, with registration rights, to ECapital in exchange for the worldwide exclusive rights to market and distribute ChiBrow for three years. We intend to file a registration statement on form SB-2 for such shares immediately after the effectiveness of our spin-off transaction. Pursuant to the terms of the agreement, we shall retain 35% of all revenues generated from such marketing efforts and the balance shall be paid to ECapital. ChiBrow, once installed on personal computers, allows children to browse the World Wide Web by accessing sites from a pre-selected list of approved sites known as the Safe-Sites List. Selection criteria include age-appropriateness, educational value, b alance in social issues, and meaningful content. Through password control, parents can access and modify the Safe-Sites List as well as set a time limit for browsing after which the computer automatically shuts down. ChiBrow also incorporates a search engine called CoolNetwork which allows young web surfers a safe and educational environment on the Internet. It organizes information based on age-appropriateness and functionality, and provides a feature-filled online experience including safe e-mail, public chat rooms and forums, plus a wide variety of children friendly programs such as art gallery, contests, games and community service activities.

Through ChiBrow, children can use the Internet safely to explore and learn, absent of "inappropriate" adult contents such as violence, pornography, hate speeches, and profanity, while giving parents and educators the ability to define where their children can venture. ChiBrow is a browser, not a filtering software. Consequently, ChiBrow circumvents many of the issues filtering technologies have difficulties addressing:

• alcohol and tobacco marketing;
• unsafe privacy practices;
• "inappropriate" adult images and sounds; and
• sophisticated use of language in which the words themselves are harmless, but the content is not.  

ChiBrow avoids these problems and simplifies security management by giving parents complete control.  Parents define what is appropriate for their children by determining what Web sites they can access.  They can create or build on an existing list of safe Web sites called the Safe-Sites List, restrict access to a Safe-Sites Search Engine containing 10,000+ safe Web sites, and/or open access to sites based on domains realms (.edu, .gov and .org).   Because parents have complete control over the browser, and hence the content that is displayed, they can be certain that sites they allow their children to visit meet their safety standards.

Children browse the Web by selecting a site from ChiBrow's Safe-Sites List, by clicking on links within an approved site, or through the Safe-Sites Search Engine (when allowed).  Sites in either the Safe-Sites List or Search Engine have been screened to meet our safety criteria. Each link a child visit is checked against the list approved sites (Safe-Sites List), Search Engine, and/or domain realms before it is opened.  If the site belongs to the same domain and/or is located within a domain/site in the Safe-Sites List or security options, ChiBrow displays the Web page.  If it isn't, ChiBrow ignores the click and sends an alert at the bottom of the screen.  In order to visit that site, the child must have permission from the parent.  Because parental approval is required for each new site added, parents can rest assured that their child will only visit the sites they determined to be safe.

Today's generation of children embraces the Internet and the personal computer with the same enthusiasm that previous generations embraced television. According to Computer Economics, the number of children using the Internet will grow from 26 million worldwide in 2001, to 77 million by 2005. Although the U.S. remains the dominant Internet market, this is truly a global phenomenon and the growth rate in Asia and Europe is expected by many to surpass that of the U.S.

Copyright of all of the ChiBrow software and computer codes, and registered trademarks remain the property of ECapital Group.

Each of the industries in which we compete is highly competitive and most of the companies with which we compete have greater financial and other resources than us. With respect to our media activities, we compete with major production companies, and competition for access to a limited supply of facilities and talented creative personnel to produce our programs which is often based on relationships and pricing. Our programs compete for time slots, ratings, distribution channels and financing, and related advertising revenues with other programming products. Our competitors include motion picture studios, television networks, and independent television production companies, which have become increasingly active in children's programming. We compete for broadcast commitments and production funding for public television projects with Children's Television Workshop, other independent production companies, and projects produced by local public television stations.

If we attempt to expand into other areas, including commercial television, we will face more intense competition from other, larger entities, such as The Walt Disney Company, Fox, Nickelodeon, Jim Henson Productions, Scholastic Productions, Cinar, Lancit Media Entertainment, and certain television syndicators, production companies, and networks which also seek to attract the children's/family audiences segment with their programming. In addition, there is a strong trend toward vertical integration in the business, with more networks owning productions, making it more difficult for smaller, independent companies such as us to obtain favorable production financing and distribution terms.

Other approaches to safety for children browsing the Internet involve filtering technology that is subject to attack by de-filtering software and interference with other programs on the host computer. Examples of such filtering software currently on the market are NetNanny, SurfMonkey, SurfControl, InternetGuard, CyberSitter and others. However since there is no previous commercial launch of a children's portal using similar approaches to ours, we cannot gauge how users may react to our offer of software and services. We may have difficulty converting the currently free users of ChiBrow into paying subscribers, or securing advertisers and corporate sponsors.

As of July 20, 2001, we employed two employees on a full-time basis, both of which are management.

The following section discusses the significant operating changes, business trends, financial condition, earnings and liquidity that have occurred in the one-year period ended December 31, 2000. This discussion should be reads in conjunction with our consolidated financial statements and notes appearing elsewhere in this report.

The following discussion may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties could cause actual results to differ materially from those indicated. For a discussion of factors that could cause actual results to differ, please see the discussion contained herein. Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof. We undertake no obligation to publicly revise these forward-looking statements to reflect subsequence events or circumstances. Readers are also encouraged to review our publicly available filings with the Securities and Exchange Commission.

Results of Operation

PeopleNet was formed in February 1997, under the name of American Champion Media, as a wholly owned subsidiary of America's Best Karate, which is a wholly owned subsidiary of ACEI. During the year ended December 31, 2000, our total revenue was $ 555,215 as compared to total revenue for the year ended December 31, 1999 of $531,643. For the year ended December 31, 2000, we recognized $154,520 in film income and sponsorship fees as compared to $517,995 for the year ended December 31, 1999. We also received a one-time sporting events promotion revenue of $400,000. 

For the six-month period ended June 30, 2001, we recognized $300,000 in licensing fee revenue from the licensing of products from our television show "Adventures With Kanga Roddy" to World Channel, Inc. Under the terms of the 5-year licensing agreement, World Channel pays us $600,000 per year for the world-wide licensing rights. Under an agreement we have with ACEI, cashflow from the licensing agreement will be equally shared between PeopleNet and ACEI.

Costs and Expenses

We recognized $3,697,224 in expenses as a reserve of film cost. These costs were capitalized production costs for the television show "Adventures With Kanga Roddy", for the year ended December 31, 2000 as compared to none of such charges for 1999. During the year-ended December 31, 2000 management reviewed the net realizable value of the capitalized film costs. The licensing and sponsorship fees to date have been less than the original estimates of the Company. During the third quarter of 2000 a reserve of $1,000,000 was taken against the related capitalized costs. As of December 31, 2000 the net amount of capitalized film costs was reserved to $3,950,000, which is based on current licensing agreements and planned and probable future distribution of the television show.

For the six-month period ended June 30, 2001, we charged $301,616 to cost of sales offsetting revenues we recognized from film income.

Our expenses for salaries and payroll taxes were $1,021,683 for the year 2000, an increase of $640,319 from $381,364 in 1999. Total selling, general and administrative expenses was $2,402,509 for 2000, an increase of $1,343,872 from $1,058,637 in 1999. The increase is due to certain of such expenses no longer being captured into capitalized film costs as were in the year 1999.

For the six-month period ended June 30, 2001, we adopted aggressive cost-cutting measures and salaries and payroll taxes were reduced to 131,811 while selling, general and administration expenses were contained to $99,215.

As a result of foregoing factors, our net loss was ($6,719,478) for the year ended December 31, 2000 as compared to ($1,487,878) for the year ended December 31, 1999. Net loss per share increased to ($3.34) in 2000 from ($0.74) in 1999, while weighted average number of shares outstanding remained the same at 2,010,000 shares when adjusted for the 20,100 to 1 forward-split of our common stock in July 2001.

Net loss for the six months ended June 30, 2001 was ($289,052) resulting in a basic loss per share of ($0.14) for the period.

Liquidity and Capital Resources

Stockholders' equity decreased to a negative ($7,742,212) at the end of 2000, from a negative ($1,022,734) from 1999. Subsequent to year-end 2000, we adopted a plan to spin-off PeopleNet to the shareholders as a tax-free dividend. As part of this plan, some of the inter-company accounts will be offset against each other and the net amount due the parent company is adjusted to $1,500,000 with the balance converted to additional paid-in-capital. The proforma effect of the conversion of inter-company notes to additional paid-in-capital will result in a net stockholders' equity of $2,518,967. Please refer to Note 1 following the financial statements for details. Selected data demonstrating the effect of the spin-off:

                                           December 31, 2000
                                --------------------------------------------
                                Without spin-off     Proforma after spin-off
                                ----------------     -----------------------
Due from parent                 $   930,678          $         0
Total assets                    $ 5,286,961          $ 4,356,283

Due to parent                   $12,691,656          $ 1,500,000
Total liabilities               $13,029,173          $ 1,837,517

Additional paid-in-capital      $   678,680          $10,939,859
Total stockholders' equity     ($ 7,742,212)         $ 2,518,967

Cashflow from operations for the twelve months ended December 31, 2000 was a positive $229,148. Cash used for investing activities for the twelve months ended December 31, 2000 was ($125,148) and cash from financing activities for the twelve months ended December 31, 2000 was a decrease of ($104,000).

For the six-month period ended June 30, 2001, cashflow from operations was a negative ($32,845) and our financing activities brought in $33,000.

We historically financed our operating and capital outlays from funds we receive from our parent company ACEI. We intend to complete a private placement in the amount of $1 million upon the spin-off of PeopleNet for immediate working capital, and employ between 12 to 16 persons including 2 software engineers, 2 technical support persons and the remainder in management and marketing of ChiBrow. As of the end of July 2001, we have not yet identified any potential investors for the intended private placement.

Accounts payable and accrued expenses as of December 31, 2000 was $298,631 as compared to $708,213 at December 31, 1999. Loans payable to related parties as of December 31, 2000 was $36,000 as compared to $70,000 as of December 31, 1999.

We anticipate the conversion of free users of ChiBrow into paying subscribers and to launch ChiBrow as a fee for service site beginning with the third calendar quarter of 2001. Currently, ChiBrow is offered free of charge and has a world-wide user base. Our business model for the exploitation of ChiBrow is based on:

• individual subscription between $30 to $60 per family per year;
• corporate subscription between $60 to $100 per station per year;
• advertising banners;
• corporate sponsors; and
• paid positioning preference on ChiBrow and CoolNetwork's webpages and searches.

We have no current plan to produce additional episodes of the TV series Kanga Roddy.

We lease approximately 2,000 square feet of space for our Hayward, California, headquarters pursuant to a four-year lease expiring in August 2004, at approximately $6,000 per month.

The following table sets forth, as of the date of the spin-off of PeopleNet from American Champion, certain information with respect to stock ownership of:

• all persons known by us to be beneficial owners of 5% or more of its outstanding shares of Common Stock;
• each director; and
• all directors and officers as a group.

_______________________

1. The addresses for the directors and executive officers is c/o PeopleNet International Corporation, 22320 Foothill Blvd., Suite 260, Hayward, California 94541.

As of July 20, 2001, our directors, executive officers and control persons are:

  Name                Age   Position                             Director Since

  Anthony K. Chan     46    President, Chief Executive Officer,     1997
                            Chief Financial Officer, Chairman and
                            Director

  George Chung        40    Managing Director                       1997

Anthony K. Chan. Mr. Chan has served as President, Chief Executive Officer, and a Director of American Champion Entertainment, Inc. since February 1997, and has served as our Chief Executive Officer, Chairman and Director since 1997. From 1985 to 1990, Mr. Chan served as the Director of Chinese Affairs for the Eisenberg Company, a diversified business enterprise, where Mr. Chan's principal duty was to negotiate contracts in the People's Republic of China. Prior to 1985, Mr. Chan was employed by the Bank of America NT & SA as an economic forecaster. Mr. Chan received his MBA from the University of California at Berkeley.

George Chung. Mr. Chung has served as Chairman of the Board and a Director of American Champion Entertainment, Inc. since February 1997, and as our Director since 1997. From 1981 to 1991, Mr. Chung owned and operated a karate studio in Los Gatos, California. Mr. Chung was inducted into the Black Belt Hall of Fame in 1983. He is regarded in the martial arts industry as a pioneer in the modernization of what is known as contemporary martial arts training, which includes the use of music in both training and performance. He has been featured in magazines, books, television and motion pictures. He is a published author and wrote "Defend Yourself," a worldwide published self-defense system for Sybervision Systems. In 1995, he was awarded a "Superbowl Ring" from the San Francisco 49ers in recognition for his outstanding martial arts work with their championship football team.

The following table sets forth certain summary information with respect to the compensation paid to our Chief Executive Officer and President, and our Chairman of the Board, for services rendered in all capacities for the period through December 31, 2000. We had no other executive officers whose total annual salary and bonus exceeded $100,000 for that fiscal year:

STOCK OPTIONS GRANTS AND EXERCISES

Option/SAR Grants within 2000

Option/SAR Grants in Last Fiscal Year

The following table shows the value at July 20, 2001 of unexercised options held by the named executive officers:

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-end Option Values.

---------------------------

The compensation for our key management will be evaluated from time to time by the Board. The Board may, in its discretion, award these individuals cash bonuses, options to purchase shares of common stock under our Equity Incentive Plan and such other compensation, including equity-based compensation, as the Board, or a committee thereof, shall approve from time to time.

An agreement was made between ACEI and PeopleNet on July 10, 2001 where cashflow generated from the licensing agreement between ACM and World Channel, Inc. will be equally shared between ACEI and PeopleNet.

As of July 20, 2001, we had an unsecured loan in the amount of $54,000 from our director and Chief Executive Officer, Anthony Chan. Upon the effectiveness of this registration statement, the entire amount of this loan will be converted into 27,000 shares of our common stock.

Holders of shares of common stock are entitled to one vote per share on all matters submitted to a vote of the stockholders and do not have cumulative voting rights in the election of directors. Such holders are entitled to share pro rata in such dividends as may be declared by the board of directors out of funds legally available. On any dissolution, liquidation or winding-up of our business, the holders of common stock will be entitled to share pro rata in all distributions made after payment of or provision for the payment of all debts and prior claims. There are no preemptive rights or conversion privileges applicable to the common stock.

The preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by the Board of Directors, without further action by stockholders, and may include voting rights (including the right to vote as a series on particular matters), preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any such preferred stock could adversely affect the rights of the holders of common stock and, therefore, reduce the value of the common stock. The ability of the Board of Directors to issue preferred stock could discourage, delay or prevent a takeover of us. We do not have any current plans to issue any Preferred Stock.

Until the effective date of this registration statement, our common stock has been privately held and has not traded on any securities exchange or quotation system. Upon distribution of our common stock to the stockholders of American Champion, we intend to have the common stock included for quotation in the over-the-counter electronic bulletin board.

We have not paid any cash dividends on our common stock and we currently intend to retain any future earnings to fund the development and growth of our business. Any future determination to pay dividends on our common stock will depend upon our results of operations, financial condition and capital requirements, applicable restrictions under any credit facilities or other contractual arrangements and such other factors deemed relevant by our Board of Directors.

There are currently no lawsuits or legal proceedings by or against us.

Not applicable.

None.

Our Certificate of Incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. Our Bylaws provided that we shall indemnify our officers and directors and may indemnify our employees and other agents to the fullest extent permitted by Delaware law.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he or she was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

                                           June 30
                                             2001
                                         ------------
                                          (unaudited)
ASSETS
  Cash                                   $       155
  Accounts receivable                        416,340
  Due from parent                            936,057
  Inventory                                   15,412
  Property and equipment, net                165,678
  Film costs, net                          3,645,000
                                         -----------
    Total Assets                         $ 5,178,642
                                         ===========

LIABILITIES
  Accounts payable and
    accrued expenses                     $   269,817
  Due to parent                           12,868,461
  Other                                        2,628
  Related party note payable                  39,000
  Notes payable                               30,000
                                         -----------
                                          13,209,906
                                         -----------
STOCKHOLDERS' EQUITY
  Preferred stock, $0.0001 par value;            -
    10,000,000 shares authorized
  Common stock, $0.0001 par value;
    100,000,000 shares authorized                201
  Additional paid-in capital                 678,680
  Accumulated deficit                     (8,710,145)
                                         -----------
    Total Stockholders' Equity            (8,031,264)
                                         -----------

                                         $ 5,178,642
                                         ===========

                                          Six-month
                                         Period Ended
                                         June 30, 2001
                                         -------------
                                          (unaudited)
REVENUE
  Licensing fee                                300,000
  Other                                          3,690
                                         -------------
    Total revenue                              303,690
                                         -------------

COSTS AND EXPENSES
  Cost of sales - Film income                  301,616
  Inter-company interest
    expense, net                                60,000
  Selling                                       16,595
  Salaries and payroll taxes                   131,811
  General and administrative                    82,620
                                         -------------
    Total costs and expenses                   592,642
                                         -------------

LOSS FROM OPERATIONS BEFORE
  PROVISION FOR INCOME TAXES                  (288,952)

PROVISION FOR INCOME TAXES                         100
                                         -------------
NET LOSS                                      (289,052)
                                         =============

Weighted average number of
  shares outstanding                         2,010,000
                                         =============

Basic and diluted loss per share               $(0.14)
                                         =============

                                                    Six-month
                                                   Period Ended
                                                     June 30
                                                       2001
                                                   ------------
                                                   (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                         $  (289,052)
  Adjustments to reconcile net loss
    to net cash used for operating activities
      Depreciation and amortization                    337,210
  (Increase) decrease in
    Accounts receivable                               (228,612)
    Inventory                                              255
    Due from parent                                     (5,380)
  Increase (decrease) in
    Accounts payable and accrued expenses              (24,071)
    Due to parent                                      176,805
                                                   ------------
      Net cash used for operating activities           (32,845)
                                                   ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                    -
  Payments for film costs                                  -
                                                   ------------
    Net cash used for investing activities                 -
                                                   ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on loans from related parties                 3,000
  Payments on loans from related parties                   -
  Proceeds on notes payable                             30,000
  Payments on notes payable                                -
                                                   ------------
    Net cash provided by financing activities           33,000
                                                   ------------

NET DECREASE IN CASH                                       155

CASH, beginning of year                                    -
                                                   ------------
CASH, end of year                                  $       155
                                                   ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for
    Foreign and state income taxes                 $       100
                                                   ============

Nature of Operations - PeopleNet International Corporation (the "Company") focuses on operating and managing media-related programs. These programs consist of production of educational television programs for children, which emphasize martial arts values and fun. The Company is a wholly owned subsidiary of America's Best Karate ("ABK"), which is a wholly owned subsidiary of American Champion Entertainment, Inc. ("ACEI").

Going Concern. Management's plans and the ongoing operations of the Company are expected to require additional working capital during 2001. In addition, the Company has experienced losses from continuing operations since inception. These factors cause substantial doubt about the ability of the Company to continue as a going concern. The Company has historically financed operating and capital cash requirements from funds received from the parent company ACEI. While the Company does not have an agreement or commitment in place, management plans to raise additional capital through a private placement subsequent to the spin-off, which is described below, in the amount of approximately $1,000,000. Management also expects to generate additional cash flow from the operations of the Company.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of operations. The continuation of the Company as a going concern is dependent upon the success of obtaining additional capital and, thereafter, on attaining profitability. There can be no assurance that management will be successful in the implementation of its plan. The financial statements do not include any adjustments in the event the Company is unable to continue as a going concern.

Significant Transactions and Subsequent Events. On July 24, 2001 the Company changed its name from American Champion Media, Inc. to PeopleNet International Corporation. The name change was made to more accurately reflect changes in the Company's core business.

On July 23, 2001 the Company declared a 20,100 for 1 stock split. The accompanying financial statements reflect the effect of this split. The Company also increased the authorized shares of common stock to 100,000,000 and provided for the issuance of up to 10,000,000 shares of preferred stock. The preferred stock can be issued at the by the Board of Directors and may include voting rights, preferences as to dividends and liquidation, conversion rights, redemption and sinking fund provisions. All share and per share data in the accompanying notes have been adjusted to reflect the effect of this split.

In July 2001 the Company adopted the 2001 Stock Option Plan. The plan provides for the issuances of up to 1,500,000 options to purchase common stock of the company. No options have been issued under the plan.

In July 2001 the Company adopted the Non-Employee Directors Stock Option Plan. The plan provides for the issuances of up to 500,000 options to purchase common stock of the company. No options have been issued under the plan.

In July 2001 the Company adopted the 2001 Stock Incentive Plan. The plan provides for the issuances of up to 500,000 shares of common stock of the company. No shares have been issued under the plan.

In June 2001, the Company signed an agreement with ECapital Group, Inc. ("ECapital") to purchase the exclusive licensing and marketing rights to ChiBrow, a safe web browser software for children. Under the terms of the agreement, upon the effectiveness of the spin-off of the Company from ACEI, the Company will issue 375,000 shares of common stock, with registration rights, to ECapital in exchange for the worldwide exclusive rights to market and distribute ChiBrow for three years. The Company intends to file a registration statement for such shares immediately after the effectiveness of the spin-off transaction. Pursuant to the terms of the agreement, the Company shall retain 35% of all revenues generated from such marketing efforts and the balance shall be paid to ECapital.

On June 22, 2001 ACEI approved a plan to spin-off the Company to the shareholders as a tax-free distribution. Under the plan, each stockholder of ACEI will receive one share of ACM stock for approximately every 17 shares of ACEI stock held as of the effective date of the spin-off. Subsequent to and as part of the spin-off, ECapital, an unrelated entity, will contribute intangible property consisting primarily of Internet sites, content and a web browser, described above, in exchange for approximately 18% of the Company. The related party note payable will also be converted to common stock amounting to approximately 1% of the Company. The Company expects to operate in the business of providing Internet content subsequent to the spin-off.

As part of this plan, the advances to ABK will be offset against the amounts due to ACEI and the net amount due adjusted down to $1,500,000 with the balance converted to additional paid-in-capital. This $1,500,000 will be converted to a note payable and will be due in annual installments of $300,000 plus interest at 8 percent. The television program, "The Adventures With Kanga Roddy", and all licensing and distribution rights associated with the program will also secure the note.

The proforma effect of the conversion of inter-company notes to additional paid-in-capital as if the conversion took place as of December 31, 2000 is as follows:

  ASSETS
    Accounts receivable                       $   187,728
    Inventory                                      15,667
    Property and equipment, net                   202,888
    Film costs, net                             3,950,000
                                              -----------
      Total Assets                            $ 4,356,283
                                              ===========

  LIABILITIES
    Accounts payable and accrued expenses     $   298,631
    Due to parent                               1,500,000
    Other                                           2,886
    Related party note payable                     36,000
                                              -----------
      Total Liabilities                         1,837,517
                                              -----------

  STOCKHOLDERS' EQUITY
    Common stock                                      201
    Additional paid-in capital                 10,939,859
    Accumulated deficit                        (8,421,093)
                                              -----------
      Total Stockholders' Equity                2,518,967
                                              -----------
                                              $ 4,356,484
                                              ===========

Revenue Recognition - Revenue from films is recognized on delivery of each master. Film costs are amortized using the individual-film-forecast-computation method, which amortizes costs in the ratio that current gross revenues bear to anticipated total gross revenues from all sources. The management of the Company periodically reviews its estimates of future revenues for each master and if necessary a revision is made to amortization rates and a write down to net realizable value may occur. During the year ended December 31, 2000, management determined that based on the current licensing agreements in place with respect to films released, a reserve of $3,697,224 should be established.

Concentrations of Risk - Financial instruments which potentially subject the Company to concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company places its cash with financial institutions deemed by management to be of high credit quality. The amount on deposit in any one institution that exceeds federally insured limits is subject to credit risk.

Cash and Cash Equivalents - The Company considers certain highly liquid instruments purchased with original maturities of three months or less to be cash equivalents.

Property and Equipment - Property and equipment is stated at cost. Depreciation for property and equipment is computed using the straight-line method over an estimated useful life of five years.

Film Costs - Film costs consist of the capitalized costs related to the production of original film masters for videos and television programs. Film costs are amortized using the individual-film-forecast-computation method. The net film costs are presented on the balance sheet at the net realizable value for each master. During 2000 the Company established a reserve against the capitalized film costs to reduce the carrying amount to the estimated net realizable value.

Fair Values of Financial Instruments - The carrying values of cash, receivables, accounts payable and short-term borrowings approximate fair value due to the short maturity of these instruments. The carrying values of long-term obligations approximate fair value since the interest rates either fluctuate with the lending banks' prime rates or approximate market rate. None of the financial instruments are held for trading purposes.

Basic Loss Per Share - Basic loss per share is based on the weighted average outstanding shares issued. Because the Company has a net loss, the common stock equivalents would have an anti-dilutive effect on earnings per share. Accordingly, basic earnings per share and diluted earnings per share are the same.

Income Taxes - Income taxes are accounted for using an asset and liability approach, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between financial statement and tax basis of assets and liabilities at the applicable enacted tax rates. Generally accepted accounting principles require a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Presentation - Management believes utilizing a classified balance sheet presentation is not appropriate, as the operating cycle of the Company is expected to exceed 12 months. Accordingly, an unclassified presentation is utilized for the accompanying balance sheet, which is an acceptable method under SFAS No. 53, "Financial Reporting by Producers and Distributors of Motion Picture Films."

Use of Estimates, Risks and Uncertainties - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates used in these financial statements include the recovery of film costs, which has a direct relationship to the net realizable value of the related asset. It is at least reasonably possible that management's estimate of revenue from films could change in the near term, which could have a material adverse effect on the Company's financial condition and results of operations.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and disclosures required by generally accepted accounting principles for completed financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the financial position of the Company on June 30, 2001 and the results of its operations and its cash flows for the six-month period ended June 30, 2001. The accompanying unaudited financial statements should be read in conjunction with the financial statements and notes for the year ended December 31, 2000 included elsewhere in this Form 10-SB.

The preparation of financial statements in confirmity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could difer from those estimates. Significant estimates used in these financial statements include the recovery of film costs which has a direct relationship to the net realizable value of the related asset. It is at least reasonably possible that management's estimate of revenue from films could change in the near term which could have a material adverse effect on the Company's financial condition and results of operations.

                                       December 31,
                                --------------------------
                                    2000           1999
                                -----------    -----------
                                 (audited)      (audited)
ASSETS
  Accounts receivable           $   187,728    $   472,251
  Due from parent                   930,678        929,743
  Inventory                          15,667         13,220
  Property and equipment, net       202,888        291,066
  Film costs, net                 3,950,000      7,553,133
                                -----------    -----------
    Total Assets                $ 5,286,961    $ 9,259,413
                                ===========    ===========

LIABILITIES
  Accounts payable and
    accrued expenses            $   298,631    $   708,213
  Due to parent                  12,691,656      9,433,439
  Other                               2,886            495
  Related party note payable         36,000         70,000
  Notes payable                         -           70,000
                                -----------    -----------
                                 13,029,173     10,282,147
                                -----------    -----------

COMMITMENTS AND CONTINGENCIES,
  Note 8                                -              -

STOCKHOLDERS' EQUITY
  Preferred stock, $0.0001 par value;   -              -
    10,000,000 shares authorized
  Common stock, $0.0001 par value;
    100,000,000 shares authorized       201            201
  Additional paid-in capital        678,680        678,680
  Accumulated deficit            (8,421,093)    (1,701,615)
                                -----------    -----------
    Total Stockholders' Equity   (7,742,212)    (1,022,734)
                                -----------    -----------
                                $ 5,286,961    $ 9,259,413
                                ===========    ===========

                                     Year Ended December 31,
                                   --------------------------
                                       2000           1999
                                   -----------    -----------
                                    (audited)      (audited)
REVENUE
  Film income and sponsorship
    fees                           $   154,520        517,995
  Sporting events promotion            400,000            -
  Other                                    695         13,648
                                   -----------    -----------
    Total revenue                      555,215        531,643
                                   -----------    -----------

COSTS AND EXPENSES
  Cost of sales - Film income           33,177        458,274
  Film cost reserve                  3,697,224            -
  Inter-company interest
    expense, net                       120,000        120,000
  Selling                            1,419,034        317,405
  Salaries and payroll taxes         1,021,683        381,364
  General and administrative           983,475        741,232
                                   -----------    -----------
    Total costs and expenses         7,274,593      2,018,275
                                   -----------    -----------

LOSS FROM OPERATIONS BEFORE
  PROVISION FOR INCOME TAXES        (6,719,378)    (1,486,632)

PROVISION FOR INCOME TAXES                 100          1,246
                                   -----------    -----------
NET LOSS                            (6,719,478)    (1,487,878)
                                   ===========    ===========

Weighted average number of
  shares outstanding                 2,010,000      2,010,000
                                   ===========    ===========

Basic and diluted loss per share       $(3.34)        $(0.74)
                                   ===========    ===========

                          Common
                          Stock                                      Total
                          Number     Common  Paid-in   Accumulated   Stockholders'
                          of Shares  Stock   Capital   Deficit       Equity
                          ---------  ------  --------  ------------  ------------
Balance
  December 31, 1998       2,010,000  $  201  $678,680  $(  213,737)  $   465,144

Net loss for year ended
  December 31, 1999             -       -         -     (1,487,878)   (1,487,878)
                          ---------  ------  --------  ------------  ------------
Balance
  December 31, 1999       2,010,000     201   678,680   (1,701,615)   (1,022,734)

Net loss for year ended
December 31, 2000               -       -         -     (6,719,478)   (6,719,478)
                          ---------  ------  --------  ------------  ------------
Balance
  December 31, 2000       2,010,000     201   678,680   (8,421,093)   (7,742,212)
                          =========  ======  ========  ============  ============

                                                  Year Ended December 31,
                                                --------------------------
                                                    2000          1999
                                                ------------  ------------
                                                 (audited)     (audited)
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                      $(6,719,478)  $(1,487,878)
  Adjustments to reconcile net loss
    to net cash used for operating activities
      Depreciation and amortization                 119,235       538,165
      Bad debts                                     692,437           -
      Film cost reserve                           3,697,224           -
  (Increase) decrease in
    Accounts receivable                            (407,914)     (440,393)
    Inventory                                        (2,447)       (2,038)
    Due from parent                                    (935)      (37,408)
  Increase (decrease) in
    Accounts payable and accrued expenses          (407,191)      (80,719)
    Due to parent                                 3,258,217     3,995,516
                                                ------------  ------------
      Net cash used for operating activities        229,148     2,485,245
                                                ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of equipment                                 -          (3,341)
  Payments for film costs                          (125,148)   (2,621,904)
                                                 ------------  ------------
    Net cash used for investing activities         (125,148)   (2,625,245)
                                                 ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds on loans from related parties             36,000        70,000
  Payments on loans from related parties            (70,000)          -
  Proceeds on notes payable                             -          70,000
  Payments on notes payable                         (70,000)          -
                                                 ------------  ------------
    Net cash provided by financing activities      (104,000)      140,000
                                                 ------------  ------------

NET DECREASE IN CASH                                    -             -

CASH, beginning of year                                 -             -
                                                 ------------  ------------
CASH, end of year                                $      -      $      -
                                                 ============  ============


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
  Cash paid during the period for
    Foreign and state income taxes               $      100    $    1,246
                                                 ============  ============

  ASSETS
    Accounts receivable                       $   187,728
    Inventory                                      15,667
    Property and equipment, net                   202,888
    Film costs, net                             3,950,000
                                              -----------
      Total Assets                            $ 4,356,283
                                              ===========

  LIABILITIES
    Accounts payable and accrued expenses     $   298,631
    Due to parent                               1,500,000
    Other                                           2,886
    Related party note payable                     36,000
                                              -----------
      Total Liabilities                         1,837,517
                                              -----------

  STOCKHOLDERS' EQUITY
    Common stock                                      201
    Additional paid-in capital                 10,939,859
    Accumulated deficit                        (8,421,093)
                                              -----------
      Total Stockholders' Equity                2,518,967
                                              -----------
                                              $ 4,356,484
                                              ===========

                                                   2000         1999
                                                ----------   ----------
Equipment                                       $   47,172   $   47,172
Production equipment                               404,387      404,387
                                                ----------   ----------
                                                   451,559      451,559

Less accumulated depreciation and amortization     248,671      160,493
                                                ----------   ----------
                                                $  202,888   $  291,066
                                                ==========   ==========

                                                      2000         1999
                                                   ----------   ----------
Television program
  The Adventures With Kanga Roddy, net of
    reserve of $3,537,259 at December 31, 2000     $4,665,557   $8,077,669

Videos
  Montana Exercise Video, net of reserve of
    $148,253 at December 31, 2000                         -        148,253
  Strong Mind Fit Body, net of reserve of
    $18,042 at December 31, 2000                          -         18,042
                                                   ----------   ----------
                                                    4,665,557    8,243,964

Less accumulated amortization                         715,557      690,831
                                                   ----------   ----------
                                                   $3,950,000   $7,553,133
                                                   ==========   ==========

                                               2000           1999
                                           ------------   ------------
Federal tax benefit at statutory rates     $(2,100,000)   $  (500,000)
State tax benefit at statutory rates          (600,000)      (100,000)
Increase in valuation allowance              2,700,100        601,246
                                           ------------   ------------
                                           $       100    $     1,246
                                           ============   ============

                                               2000           1999
                                           ------------   ------------
DEFERRED TAX ASSETS
  NOL carryforward                         $ 1,614,000    $   340,000
  Deferred revenue                                 -              -
  Amortization of film costs                 1,416,100            -
  Valuation allowance                       (3,010,100)      (310,000)
                                           ------------   ------------
                                                20,000         30,000
                                           ------------   ------------
DEFERRED TAX LIABILITIES
  Depreciation                                  20,000         30,000
                                           ------------   ------------
                                                20,000         30,000
                                           ------------   ------------
                                           $       -      $       -
                                           ============   ============

2.1 Certificate of Incorporation, as amended on July 24, 2001

2.2 By-laws

3.1 2001 Stock Option Plan

3.2 2001 Non-Employee Director Stock Option Plan

3.3 2001 Stock Incentive Plan

6.1 Agreement between American Champion Media, Inc. and American Champion Entertainment, Inc., dated as of July 10, 2001

6.2 Purchase Agreement by and Among American Champion Entertainment, Inc., American Champion Media, Inc., eCapital Group, Inc. and Anthony Chan, dated as of June 20, 2001

6.3 Agreement between American Champion Media, Inc. and World Channel, Inc., dated as of December 27, 2000

10.1 Consent of Moss Adams LLP

In accordance with Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 2, 2001

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.