SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
                                   (Mark One)

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 1999

                                       OR

          [ ] 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 0-26676

                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.

        (Exact Name of Small Business Issuer as Specified in its Charter)

<TABLE>
<CAPTION>
<S>                                                                      <C>
                    Delaware                                             13-3835325
         (State or Other Jurisdiction of                      (I.R.S. Employer Identification No.)
          Incorporation or Organization)
</TABLE>

               1385 Broadway, Suite 814, New York, New York 10018
                    (Address of Principal Executive Offices)

                                 (212) 391-1111
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
             (Former Name, Former Address, and Former Fiscal Year,
                         if Changed Since Last Report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the  number of shares of each of the  issuer's  classes of common
equity outstanding as of the latest  practicable date: Common Stock,  $0.001 per
share: 3,005,000 shares outstanding as of February 25, 2000.
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
       PART I.                   FINANCIAL INFORMATION                                                             Page Number

       Item 1.          FINANCIAL STATEMENTS
<S>                                        <C> <C>                                                                      <C>
                        Consolidated  Balance  Sheets as of  December  31,  1999
                        (unaudited)  March 31, 1999                                                                     3

                        Consolidated  Statements of Operations (unaudited) for the three
                        months ended December  31,  1999 and 1998                                                       4

                        Consolidated Statement of Cash Flows (unaudited) for the nine
                        ended December  31,  1999 and 1998                                                              5

                        Notes to Financial Statements (unaudited)                                                     6-9

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

       PART II.                  OTHER INFORMATION

       Item 1.          LEGAL PROCEEDINGS                                                                              14

       Item 2.          CHANGES IN SECURITIES AND USE OF PROCEEDS                                                      14

       Item 3.          DEFAULTS UPON SENIOR SECURITIES                                                                14

       Item 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                            14

       Item 5.          OTHER INFORMATION                                                                              14

       Item 6.          EXHIBITS AND REPORTS ON FORM 8-K                                                               14

                        Signatures                                                                                     15

</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                   As of December 31, 1999 and March 31, 1999
<TABLE>
<CAPTION>
                                                                                         Dec. 31,          March 31,
                                                                                           1999              1999
                                                                                  -------------------- -------------
                                                                                       (Unaudited)          (Note 1)
                                     ASSETS

CURRENT ASSETS:
<S>                                                                                    <C>             <C>
Cash and cash equivalents ..........................................................   $ 13,378,193    $  1,110,966
Advances to supplier ...............................................................        626,160         474,572
Accounts receivable ................................................................        985,422         692,266
Inventories ........................................................................     14,255,841      11,595,284
Notes receivable - affiliate .......................................................        650,000            --
Prepaid expenses and other current assets ..........................................        652,395       1,315,851
                                                                                       ------------    ------------
          Total current assets .....................................................     30,548,011      15,188,939

PROPERTY AND EQUIPMENT-NET .........................................................      7,316,185       5,350,285

OTHER ASSETS:
Advances to equity investee ........................................................        140,000         140,000
Due from affiliates ................................................................           --           136,662
Deposits and other assets ..........................................................      4,476,451       2,783,430
                                                                                       ------------    ------------

          Total assets .............................................................   $ 42,480,647    $ 23,599,316
                                                                                       ============    ============

                                               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable ...................................................................   $ 28,316,301    $  9,653,563
Accrued expenses and other liabilities .............................................      1,500,520         689,580
Current portion of notes payable and capital lease obligations .....................        848,774       1,352,197
Due to affiliates ..................................................................         34,448         423,888
                                                                                       ------------    ------------
     Total current liabilities .....................................................     30,700,043      12,119,228
LONG-TERM LIABILITIES:
Borrowings under financing agreement ...............................................         54,170       7,814,666
Note payable and current lease obligations, net of current portion .................      1,257,091         585,681
Deferred rent liability ............................................................        135,060         126,769
                                                                                       ------------    ------------
          Total long-term liabilities ..............................................      1,446,321       8,527,116
                                                                                       ------------    ------------
          Total liabilities ........................................................     32,146,364      20,646,344
MINORITY INTEREST IN SUBSIDIARIES (Note 3) .........................................     10,253,010       1,003,700
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value; 10,000,000 shares authorized, 3,005,000 shares issued
Additional paid-in capital .........................................................     13,102,005      13,102,005
Retained earnings (Deficit) ........................................................    (13,023,737)    (11,155,738)
                                                                                       ------------    ------------

     Total stockholders' equity ....................................................         81,273       1,949,272
                                                                                       ------------    ------------
          Total liabilities and stockholders' equity ...............................   $ 42,480,647    $ 23,599,316
                                                                                       ============    ============
</TABLE>
<PAGE>
             MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                   For the Three Months Ended      For the Nine Months Ended
                                                     Dec. 31,         Dec. 31,       Dec. 31,        Dec. 31,
                                                       1999             1998           1999            1998
                                                                     Restated                        Restated
                                                                     (Note 6)                         (Note 6)

<S>                                               <C>             <C>             <C>             <C>
REVENUES, net sales ...........................   $ 17,373,081    $ 15,275,152    $ 31,920,239    $ 29,254,456
Cost of sales .................................     10,046,011       8,907,103      18,281,083      17,087,346
                                                  ------------    ------------    ------------    ------------
Gross profit ..................................      7,327,070       6,368,049      13,639,156      12,167,110
  Operating expenses:
    Operating expenses ........................      6,195,937       4,277,500      14,211,539       9,990,277
     Litigation and settlement expense ........        183,464            --           270,206            --
    Depreciation expense ......................        320,918         325,210         774,135         707,891
                                                  ------------    ------------    ------------    ------------
          Total operating expenses ............      6,700,319       4,602,710      15,255,880      10,698,168
                                                  ------------    ------------    ------------    ------------

OPERATING INCOME (LOSS) .......................        626,751       1,765,339      (1,616,724)      1,468,942

OTHER INCOME

  Interest and other income ...................         24,522           3,649          45,145          63,930

INTEREST EXPENSE:
Interest and finance charges ..................        307,870         221,860         823,453         517,172
Amortization of debt issuance costs ...........         58,097          73,032         174,889         127,434
                                                  ------------    ------------    ------------    ------------
        Total interest expense ................        365,967         294,892         998,342         644,606

INCOME (LOSS) BEFORE MINORITY INTERESTS
                                                       285,306       1,474,096      (2,569,921)        888,266
                                                  ------------    ------------    ------------    ------------
 Minority interests (Note 3) ..................         43,954        (577,184)      2,885,841         105,167
                                                  ------------    ------------    ------------    ------------

NET INCOME (LOSS) .............................        329,260         896,912         315,920         993,433

Effect of non-cash dividends on preferred stock
                                                       799,402         477,973       2,183,919       1,229,752
                                                  ------------    ------------    ------------    ------------

Net income (loss) applicable to common shares
                                                  $   (470,142)   $    418,939    $ (1,867,999)   $   (236,319)
                                                  ============    ============    ============    ============

Basic and diluted income (loss) per common
   Share ......................................   $       (.16)   $        .14    $       (.62)   $       (.08)
                                                  ============    ============    ============    ============

Weighted average number of common shares
   Outstanding ................................      3,005,000       3,005,000       3,005,000       3,005,000
                                                  ============    ============    ============    ============
</TABLE>
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (Unaudited)

                           Increase (Decrease) in Cash
<TABLE>
<CAPTION>
                                                                                           Nine Months Ended
                                                                                ----------------------------------------
                                                                                         Dec. 31,         Dec. 31,
                                                                                           1999             1998
                                                                                -------------------    -----------------
                                                                                                          Restated
                                                                                                          (Note 6)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                   <C>             <C>
Net income (loss) .................................................................   $ (1,867,999)   $   (236,319)
Adjustments to reconcile net loss to cash (used) provided for operating activities:
   Amortization of debt issuance cost .............................................        174,889            --
   Depreciation and amortization ..................................................        774,135         707,891
   Deferred rent ..................................................................          8,291          13,654
   Minority interests in net losses of subsidiaries ...............................     (2,885,841)       (105,167)
Changes in assets and liabilities:
(Increase) decrease in advances to suppliers ......................................       (151,588)           --
(Increase) decrease in accounts receivable ........................................       (293,156)        119,159
(Increase) in merchandise inventories .............................................     (2,660,557)     (2,984,709)
(Increase ) decrease in prepaid expenses and other current assets .................        663,456      (1,552,841)
(Increase) decrease in deposits and other assets ..................................     (1,693,021)        173,429
Increase in accounts payable ......................................................      5,062,208       4,534,300
Increase in accrued expenses and other liabilities ................................        810,940         822,417
                                                                                      ------------    ------------
          Total adjustments .......................................................       (190,244)      1,728,133
                                                                                      ------------    ------------
          Net cash provided by operating activities ...............................     (2,058,243)      1,491,814

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ................................................     (2,740,035)     (2,300,169)
Advance to affiliate ..............................................................       (650,000)           --
                                                                                      ------------    ------------
          Net cash provided by (used for) investing activities ....................     (3,390,035)     (2,300,169)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of preferred stock of subsidiary ...........................     25,560,792            --
Net borrowings under financing agreement of subsidiary ............................     (7,760,496)      2,309,017
Repayment of notes payable ........................................................        167,987        (824,005)
Loans received from (repaid to) affiliate - net ...................................       (252,778)        (94,797)
                                                                                      ------------    ------------
          Net cash provided by (used for) financing activities ....................     17,715,505       1,390,215

NET INCREASE (DECREASE) IN CASH ...................................................     12,267,227         581,860
Cash, beginning of period .........................................................      1,110,966       1,635,058
                                                                                      ------------    ------------
Cash, end of period ...............................................................   $ 13,378,193    $  2,216,918
                                                                                      ============    ============

Supplemental disclosure of cash flow information:

Interest paid .....................................................................   $    823,453    $    644,806
Taxes paid ........................................................................   $       --      $       --

</TABLE>
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1999
                                   (Unaudited)


NOTE 1 -          BASIS OF PRESENTATION

                    The accompanying unaudited consolidated financial statements
               have  been  prepared  in  accordance   with  generally   accepted
               accounting  principles for interim financial  information and the
               instruction to Form 10-QSB. Accordingly,  they do not include all
               the  information  and  footnotes  required by generally  accepted
               accounting principles for more complete financial statements.  In
               the  opinion of  management,  the  interim  financial  statements
               include  all   adjustments   considered   necessary  for  a  fair
               presentation of the Company's  financial position and the results
               of its operations for the nine months ended December 31, 1999 and
               are not necessarily  indicative of the results to be expected for
               the fiscal year. For further information,  refer to the Company's
               Annual  Report on Form 10-KSB for the year ended March 31,  1999,
               as filed with the Securities and Exchange Commission.

NOTE 2 -          DESCRIPTION OF COMPANY:

                    Multimedia Concepts International, Inc. (the "Company") is a
               Delaware  corporation  which  was  organized  in  June  1994 as a
               holding company for the purpose of forming an integrated clothing
               design, manufacturing, and distribution operation.

                    In  February   1997,  the  Company  formed  a  wholly  owned
               subsidiary, U.S. Apparel Corp. ("U.S. Apparel"), which is engaged
               in the design and  manufacture  of a line of  T-shirts  and other
               tops, predominately for men and boys.

                    On January 2, 1998, the Company acquired 3,571,429 shares of
               the  outstanding  common stock of United  Textiles and Toys Corp.
               ("United  Textiles"),  a company of which the Company's President
               is also President,  Chief Executive Officer, and a Director.  The
               issuance  of these  shares at a price of $0.28  per share  ($0.01
               above  the  closing  price  on  December  31,  1997)  was made in
               conjunction  with a  conversion  into equity of United  Textiles'
               $1,000,000  debt  owed  to the  Company  for a loan  made  by the
               Company. As a result of this transaction,  the Company owns 78.5%
               of the  outstanding  shares of common  stock of United  Textiles,
               effectively making United Textiles a subsidiary of the Company.

                    United  Textiles  was engaged in the design,  manufacturing,
               and  marketing  of a variety  of lower  priced  women's  dresses,
               gowns, and separates for special  occasions and formal events. In
               April 1998, having sustained  continuous  losses, it discontinued
               operating activities.


<PAGE>
NOTE 2 -          DESCRIPTION OF COMPANY (continued):

                    In September  1999,  United  Textiles  sold 55,000 shares of
               Play Co. Toys & Entertainment  Corp. ("Play Co.") common stock on
               the  open  market  reducing  its  ownership  of Play  Co.,  as of
               December 31, 1999, to 43.9%.  Play Co. is a retailer  which sells
               toys and educational,  electronic, and interactive games. Through
               its ownership of United Textiles,  which at December 31, 1999 had
               a percentage  of ownership of 43.9% and was still  considered  to
               exercise  prerogative  of control over Play Co., the Company also
               effectively maintains prerogative of control over Play Co.

NOTE 3 -          MINORITY INTEREST:

                    The  Company  owns a  majority  interest,  78.5%,  in United
               Textiles,  which in turn owns a controlling  interest,  43.9%, in
               Play Co., who in turn owns 58.4% of Toys International.com,  Inc.
               ("Toys") The minority interest liability  represents the minority
               shareholders'  portion,  21.5%, of United Textiles' equity, 56.1%
               of Play Co.'s  equity at  December  31,  1999,  and 41.6% of Toys
               equity at December 31, 1999.

NOTE 4 -          INVESTMENT BY U.S. STORES CORP.:

                    On January 20,  1998,  U.S.  Stores  Corp.  ("U.S.  Stores")
               acquired  1,465,000  shares of the Company's  common stock.  U.S.
               Stores was  incorporated  on November  10,  1997.  The  Company's
               President is also President and a Director of U.S. Stores.  After
               this  transaction,  U.S.  Stores held an  aggregate  of 1,868,000
               shares of the Company's  common stock,  or 63% of the outstanding
               shares,  effectively  making  the  Company a  subsidiary  of U.S.
               Stores.  At December  31,  1999,  U.S.  Stores owned 67.7% of the
               Company.

                    On  February  28,   1998,   American   Telecom   Corporation
               ("American  Telecom")  acquired  100% of the  outstanding  common
               shares of U.S.  Stores.  American  Telecom  was  incorporated  on
               November 10, 1997. The Company's  President is also President and
               a Director of American Telecom. After this transaction,  American
               Telecom  effectively  obtained  beneficial control of the Company
               and its subsidiaries.

                    In April 1998,  American Telecom,  in a transaction in which
               shares were exchanged,  exchanged all of its  outstanding  common
               shares with American  Telecom,  PLC, a publicly traded company in
               Great  Britain.   After  this   transaction,   American   Telecom
               effectively  became  a  subsidiary  of  American  Telecom,   PLC.
               Additionally, as part of this transaction,  American Telecom, PLC
               acquired 100% of the  outstanding  common shares of U.S.  Stores,
               thereby  effectively  making U.S.  Stores a direct  subsidiary of
               American Telecom, PLC.


<PAGE>
NOTE 5 - SALE OF SHARES BY PLAY CO.'S SUBSIDIARY -
         TOYS INTERNATIONAL.COM, INC.

                    On  November  19,  1999,  Toys,  a  subsidiary  of Play Co.,
               completed an initial public offering (the "Offering") on the SMAX
               segment of the Frankfurt Stock Exchange in Germany.  The Offering
               was underwritten by Concord Effekten AG ("Concord") of Frankfurt,
               Germany.  Toys sold 2 million shares, or a 16.7% interest, in the
               Offering for net proceeds of  approximately  $23.3  million.  The
               Offering was priced at 13 Euros per share,  or  approximately  US
               $13.52 per share.  Play Co. retained  majority  ownership of Toys
               (58.4%)  and, as a result,  will  continue to  consolidate  Toys'
               operations  in its  financial  statements.  No gain  or loss  was
               recorded on the sales of Toys'  shares in the public  offering or
               in earlier private  placements per Staff Accounting  Bulletin No.
               84.

NOTE 6 - CREDIT FACILITY:

                    On December 31, 1999, Play Co. had $54,170 outstanding under
               its revolving  credit  facility with FINOVA  Capital  Corporation
               ("FINOVA") and $6,990,395  available  under the credit  facility.
               During December,  at Play Co.'s request,  FINOVA agreed to reduce
               the maximum  borrowing  level of the credit  facility  from $11.3
               million to $9.3  million and to  terminate  a $2 million  standby
               letter of credit  ("L/C")  that  previously  helped  support  the
               credit facility.  The termination of the L/C allowed the Play Co.
               access to a $2 million  certificate  of deposit which  previously
               was  restricted  and was  used as  collateral  for the L/C by the
               issuing  bank.  The  amount  outstanding  at  December  31,  1999
               represented  the  interest  accrued  during the month of December
               1999 as the  principal  balance  was paid down to zero during the
               December quarter.

                    As of December 31, 1999, the FINOVA credit line is presented
               as a short  term  liability  since the  credit  facility  expires
               August 3, 2000,  or within less than one year of the December 31,
               1999 balance sheet date.

NOTE 7 -          YEAR 2000 UPDATE:

                    Subject to continued  monitoring  of third party  suppliers,
               the Company's year 2000 program  ("Program") is complete,  and no
               material  problems  have arisen  since the end of  calendar  year
               1999.  The Program  addressed the issue of computer  programs and
               embedded  computer chips being unable to distinguish  between the
               year  1900  and the  year  2000.  All of the  Company's  business
               computer systems are year 2000 ready.
<PAGE>
NOTE 8 -          RESTATEMENT OF FINANCIAL STATEMENTS - December 31, 1998:

                    The consolidated  financial  statements for the three months
               ended   December  31,  1998  have  been  restated  to  reflect  a
               restatement  by Play  Co.  of its  dividend  attributable  to the
               beneficial  conversion  feature of its Series E preferred  stock.
               This  restatement  resulted in a reduction  of income of $121,796
               for the three months  ended  December 31, 1998 and in an increase
               of $52,397 to the loss for the nine  months  ended  December  31,
               1998.


<PAGE>
   II. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS

Results of Operations

         Statements  contained in this report which are not historical facts may
be considered forward looking information with respect to plans, projections, or
future  performance  of the  Company as  defined  under the  Private  Securities
Litigation Act of 1995.  These forward  looking  statements are subject to risks
and  uncertainties  which could cause actual results to differ  materially  from
those projected.

Three months ended December 31, 1999 compared to three months ended
December 31, 1998

         Consolidated  sales for the three months  ended  December 31, 1999 were
$17,373,081.  Consolidated  sales for the three months  ended  December 31, 1998
were  $15,275,152.  The increase of  $2,097,929,  or 13.7%,  is primarily due to
sales  contributions  from  Play  Co.'s  new  stores  and  Play  Co.'s  Internet
operations in the United States and Germany.

         Consolidated cost of sales for the three months ended December 31, 1999
was  $10,046,011,  or 57.8% of sales,  as  compared  to the three  months  ended
December 31, 1998 in which the cost of sales was $8,907,103,  or 58.3% of sales.
The increase of $1,138,908,  or 12.8%, is primarily  associated with the opening
of new stores by Play Co.

         Consolidated  operating expenses  (excluding  litigation and settlement
expenses and depreciation and amortization  expenses) were $6,195,937,  or 35.7%
of sales,  for the three months ended December 31, 1999 as compared to the three
months ended December 31, 1998 in which the operating  expenses were $4,277,500,
or 28% of sales.  The increase of $1,918,437,  or 44.8%,  is primarily due to an
increase in payroll and related  expenses as well as an increase in rent expense
associated with the opening of new retail stores by Play Co.

         During the three months ended  December 31, 1999,  Play Co. settled its
final store closing litigation.  The litigation expense of $183,464 this quarter
represents  an accrual by Play Co. to bring the total  expense to $270,206,  the
total amount expected to be paid out.

         Consolidated  depreciation  and  amortization  expense  included in the
operating  expenses for the three months ended  December 31, 1999 was  $320,918.
The consolidated depreciation and amortization expense included in the operating
expenses for the three months ended December 31, 1998 was $325,210.

         Consolidated  interest  expense for the three months ended December 31,
1999 was $365,967,  or 2.1% of sales compared to $294,892, or 1.9% of sales, for
the period ended  December 31, 1998.  The increase is primarily  due to a higher
average  level of borrowing  by Play Co. in the three months ended  December 31,
1999.

         For the  three  months  ended  December  31,  1999,  subsequent  to the
adjustment  for the  minority  interest  in the net  loss of  subsidiaries,  the
Company reported a consolidated net loss of $470,142, or $0.16 per common share.
For the three months ended  December 31,  1998,  the Company  reported  restated
consolidated net income of $418,939, or $0.14 per common share.


<PAGE>
Nine months ended December 31, 1999 compared to the nine months ended
December 31, 1998

         Consolidated  sales for the nine months  ended  December  31, 1999 were
$31,920,239. Consolidated sales for the nine months ended December 31, 1998 were
$29,254,456.  The increase of  $2,665,783,  or 9.1%,  is primarily  due to sales
contributions  from Play Co.'s new stores and Play Co.'s Internet  operations in
the United States and Germany.

         Consolidated  cost of sales for the nine months ended December 31, 1999
was  $18,281,083,  or 57.3% of  sales,  as  compared  to the nine  months  ended
December 31, 1998 in which the cost of sales was $17,087,346, or 58.4% of sales.
The increase of $1,193,737, or 7.0%, is primarily associated with the opening of
new stores by Play Co.

         Consolidated  operating expenses  (excluding  litigation and settlement
expenses and depreciation and amortization expenses) were $14,211,539,  or 44.5%
of sales,  for the nine months  ended  December 31, 1999 as compared to the nine
months ended December 31, 1998 in which the operating  expenses were $9,990,277,
or 34.1% of sales. The increase of $4,221,262,  or 42.3%, is primarily due to an
increase in payroll and related  expenses as well as an increase in rent expense
associated with the opening of new retail stores by Play Co.

         Litigation  expenses of $270,206  represents  an accrual by Play Co. to
cover  the  settlement  of  litigation  expenses  related  to Play  Co.'s  store
closings.

         Consolidated  depreciation and amortization expense for the nine months
ended  December  31,  1999  was  $774,135.  The  consolidated  depreciation  and
amortization for the nine months ended December 31, 1998 was $707,891.

         Consolidated  interest  expense for the nine months ended  December 31,
1999 was $998,342 as compared to $644,606 for the nine months ended December 31,
1998.  The increase is primarily  due to a higher level of borrowing by Play Co.
in the nine months ended December 31, 1999.

         For  the  nine  months  ended  December  31,  1999,  subsequent  to the
adjustment  for the  minority  interest  in the net  loss of  subsidiaries,  the
Company  reported a  consolidated  net loss of  $1,867,999,  or $0.62 per common
share.  For the nine months  ended  December 31,  1998,  the Company  reported a
restated consolidated net loss of $236,319, or $0.08 per common share.

Liquidity and Capital Resources

         At December 31, 1999, the Company reported cash and cash equivalents of
$13,378,193,  working capital deficit of $152,032,  and stockholders'  equity of
$81,683.

         At March 31, 1999,  the Company  reported cash and cash  equivalents of
$1,110,966,   working  capital  of  $3,069,711,   and  stockholders'  equity  of
$1,949,272.



<PAGE>
         Play Co., and hence the Company, has generated operating losses for the
past several years and has  historically  financed  those losses and its working
capital  requirements  through loans. There can be no assurance that the Company
or any of its subsidiaries will be able to generate  sufficient revenues or have
sufficient controls over expenses and other charges to achieve profitability.

         During the nine months ended  December 31, 1999,  operating  activities
used funds in the amount of  $2,058,243  as compared to  $1,491,814  provided by
operating activities in the nine months ended December 31, 1998.

         The Company used $3,390,035 in investing  activities in the nine months
ended  December 31, 1999 as compared to a use of  $2,300,169  in the nine months
ended  December 31,  1998.  The use is primarily  due, in both  periods,  to the
Company's subsidiary's (Play Co.) purchase of property and equipment in relation
to new store  openings and the issuance of a note  receivable  by Play Co. to an
affiliated company.

         Financing activities provided $17,715,505 and $1,390,215 to the Company
during  the  nine  months  ended  December  31,  1999  and  December  31,  1998,
respectively.  This increase is primarily due to the sale of Play Co.'s Series F
Stock and the sale of Play Co.'s subsidiary's (Toys) common stock.

         As a result of these operating,  investing,  and financing  activities,
the Company reported a consolidated increase in cash of $12,267,227 for the nine
months ended  December 31, 1999 and an increase in cash of $581,860 for the nine
months ended December 31, 1998.

Trends Affecting Liquidity, Capital Resources and Operations

         As a result of its current merchandise mix, which emphasizes  specialty
and educational  toys, Play Co. enjoyed  significant  sales and gross profits in
fiscal year 1999.

         Play  Co.'s  current  sales  efforts  focus   primarily  on  a  defined
geographic  segment   consisting  of  the  southern   California  area  and  the
Southwestern and Midwestern United States. Its future financial performance will
depend  upon (i)  continued  demand  for toys and hobby  items and  management's
ability to adapt to continuously  changing  customer  preferences and the market
for such items, (ii) the general economic condition within Play Co.'s geographic
area, as same may be expanded,  (iii) Play Co.'s ability to chose  locations for
new stores,  (iv) Play Co.'s ability to purchase product at favorable prices and
on favorable terms, and (v) the effects of increased competition.

         The toy and hobby retail industry faces a number of potentially adverse
business  conditions  including  price and gross  margin  pressures  and  market
consolidation.   Play  Co.  competes  with  a  variety  of  mass  merchandisers,
superstores,  and other toy retailers,  including Toys-R-Us, Kay Bee Toy Stores,
Wal-Mart, and K-Mart.  Competitors that emphasize specialty and educational toys
include Disney Stores, Warner Brothers Stores, Learning Smith, Lake Shore, Zainy
Brainy, and Noodle Kidoodle.  There can be no assurance that Play Co.'s business
strategy will enable it to compete  effectively in the toy industry or that Play
Co. will be able to generate sufficient revenues or have sufficient control over
expenses and other charges to increase profitability.
<PAGE>
         U.S. Apparel's sales are generated from short-term purchase orders from
customers  who place  orders  on an  as-needed  basis.  U.S.  Apparel  typically
manufactures  its products  upon receipt of orders from  customers  and delivers
finished  goods  within four weeks of receipt of an order.  In  anticipation  of
reorders from customers, U.S. Apparel generally manufactures 10% more goods than
are ordered by such customers.

         U.S. Apparel has been able to purchase raw materials from a variety of
suppliers.

Year 2000 Update

          Subject  to  continued  monitoring  of  third  party  suppliers,   the
Company's year 2000 program  ("Program") is complete,  and no material  problems
have arisen since the end of calendar year 1999. The Program addressed the issue
of computer  programs and embedded  computer  chips being unable to  distinguish
between the year 1900 and the year 2000. All of the Company's  business computer
systems are year 2000 ready.

Inflation and Seasonality

         The impact of inflation on the Company's  results of operations has not
been  significant.  Each  subsidiary  attempts  to pass on  increased  costs  by
increasing product prices over time.

         Play Co.'s operations are highly seasonal with approximately  30-40% of
its net  sales  falling  within  its third  quarter,  which  coincides  with the
Christmas  selling season.  Play Co. intends to open stores throughout the year,
but generally  before the Christmas  selling  season,  which will make its third
quarter sales an even greater percentage of the total year's sales.

         U.S. Apparel's operations are generally not seasonal and are generally
spread throughout the year.
<PAGE>
                                     PART II

Item 1. Legal Proceedings: The Company is not a party to any material litigation
and is not aware of any threatened litigation that would have a material adverse
effect on its business. Neither the Company's officers,  directors,  affiliates,
nor owners of record or  beneficially  of more than five percent of any class of
the Company's Common Stock is a party to any material  proceeding adverse to the
Company  or has a  material  interest  in any  such  proceeding  adverse  to the
Company.

Item 2. Changes in Securities and Use of Proceeds: None

Item 3. Defaults Upon Senior Securities: None

Item 4. Submission of Matters to a Vote of Security Holders: None

Item 5. Other Information: None

Item 6. Exhibits and Reports on Form 8-K

(a) The following exhibits are filed with this Form 10-QSB for the quarter ended
December 31, 1999:

        27.1           Financial Data Schedule

(b) During the quarter  ended  December  31,  1999,  no reports on Form 8-K were
filed with the Securities and Exchange Commission.


<PAGE>
                                   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 thereunto duly authorized, on this 29th day of February 2000.

                                    MULTIMEDIA CONCEPTS INTERNATIONAL, INC.



                                    By:     /s/  Ilan Arbel
                                            Ilan Arbel
                                            President

                                    By:     /s/ Allean Goode
                                            Allean Goode
                                            Treasurer