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 June 30, 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 August 23, 1999.



<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>



                                                         TABLE OF CONTENTS


PART I.                    FINANCIAL INFORMATION                                                                  Page Number

Item 1.                FINANCIAL STATEMENTS
<S>                      <C> <C>                                                                                     <C>
                  Consolidated Balance Sheets as of June 30, 1999 (unaudited)  and
                   March 31, 1999                                                                                    3

                  Consolidated Statements of Operations (unaudited) for the Three
                   Months Ended June 30, 1999 and 1998                                                               4

                  Consolidated Statement of Cash Flows (unaudited) for the Three                                     5
                   Months Ended June 30, 1999 and 1998

                  Notes to Financial Statements (unaudited)                                                         6-8

Item 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF  OPERATIONS                                                                        9-11

PART II.                   OTHER INFORMATION                                                                        12


Item 1.                LEGAL PROCEEDINGS                                                                            12

Item 2.                CHANGES IN SECURITIES AND USE OF PROCEEDS                                                    12

Item 3.                DEFAULTS UPON SENIOR SECURITIES                                                              12

Item 4.                SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                          12

Item 5.                OTHER INFORMATION                                                                            12

Item 6.                EXHIBITS AND REPORTS ON FORM 8-K                                                             12

                       SIGNATURES                                                                                   13

</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 June 30, 1999 and March 31, 1999
<TABLE>
<CAPTION>

                                                                                            June 30,        March 31,
                                                                                              1999            1999
                                                                                          (Unaudited)       (Note 1)

                                     ASSETS


CURRENT ASSETS:
<S>                                                                                     <C>             <C>
Cash and cash equivalents ...........................................................   $  1,775,303    $  1,110,966
Advances to supplier ................................................................        552,372         474,572
Accounts receivable .................................................................        273,099         692,266
Inventories .........................................................................     12,357,019      11,595,284
Prepaid expenses and other current assets ...........................................      1,393,311       1,315,851
          Total current assets ......................................................     16,351,104      15,188,939

PROPERTY AND EQUIPMENT-NET ..........................................................      5,584,910       5,350,285

OTHER ASSETS:
Advances to equity investee .........................................................        140,000         140,000
Due from affiliates .................................................................           --           136,662
Deposits and other assets ...........................................................      2,950,841       2,783,430
                                                                                           3,090,841       3,060,092
          Total assets ..............................................................   $ 25,026,855    $ 23,599,316
                                                                                        ============    ============


                      LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES:
Accounts payable ....................................................................   $ 13,319,562    $  9,653,563
Accrued expenses and other liabilities ..............................................        421,610         689,580
Current portion of notes payable and capital lease obligations ......................      1,260,530       1,352,197
Due to affiliates ...................................................................         85,000         423,888
     Total current liabilities ......................................................     15,086,702      12,119,228
LONG-TERM LIABILITIES:
Borrowings under financing agreement ................................................      8,263,713       7,814,666
Note payable and current lease obligations, net of current portion ..................        524,396         585,681
Deferred rent liability .............................................................        129,533         126,769
          Total long-term liabilities ...............................................      8,917,642       8,527,116
          Total liabilities .........................................................     24,004,344      20,646,344
MINORITY INTEREST IN SUBSIDIARIES (Note 3) ..........................................       (355,054)      1,003,700
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value; 10,000,000 shares authorized, 3,005,000
  shares issued and outstanding .....................................................          3,005           3,005
Additional paid-in capital ..........................................................     13,102,005      13,102,005
Retained earnings (Deficit) .........................................................    (11,727,445)    (11,155,738)
                                                                                           1,377,565       1,949,272
          Total liabilities and stockholders' equity ................................   $ 25,026,855    $ 23,599,316
                                                                                        ============    ============
</TABLE>


<PAGE>
             MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                        For the Three Months Ended

                                                                        June 30,      June 30,
                                                                          1999          1998
                                                                                      Restated
                                                                                      (Note 6)

<S>                                                                    <C>            <C>
REVENUES, net sales ................................................   $ 7,497,800    $ 7,319,749

COSTS AND EXPENSES:
  Cost of sales ....................................................     4,454,009      4,404,422
  Operating expenses ...............................................     3,914,295      2,751,073
  Depreciation .....................................................       224,703        188,652
          Total operating expenses .................................     8,593,007      7,344,147

OPERATING INCOME (LOSS) ............................................    (1,095,207)       (24,398)

OTHER INCOME
  Interest and other income ........................................        20,613         12,500

INTEREST EXPENSE:
Interest and finance charges .......................................       284,664        138,452
Amortization of debt issuance costs ................................        30,730         27,200
          Total interest expense ...................................       315,394        165,652

Income (loss) before the effect of non-cash dividends on convertible
  preferred stock ..................................................    (1,389,988)      (177,550)

Effect of non-cash dividends on convertible preferred stock ........      (540,473)      (273,806)

INCOME (LOSS) BEFORE MINORITY INTERESTS ............................    (1,930,461)      (451,356)
 Minority interests (Note 3) .......................................     1,358,754        267,232

NET INCOME (LOSS) ..................................................   $  (571,707)   $  (184,124)
                                                                       ===========    ===========

Basic and diluted income and (loss) per common share before
  minority interest ................................................   $      (.64)   $      (.15)

Minority interest in net income (loss) of consolidated subsidiary ..   $       .45    $       .09

Basic and diluted income (loss) per common share ...................   $      (.19)   $      (.06)
                                                                       ===========    ===========

Weighted average number of common shares outstanding ...............     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>
                                                                                          Three Months Ended

                                                                                         June 30,       June 30,
                                                                                           1999           1998
                                                                                                        Restated
                                                                                                        (Note 6)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                   <C>            <C>
Net income (loss) .................................................................   $  (571,707)   $  (184,124)
Adjustments to reconcile net loss to cash (used) provided for operating activities:
   Depreciation and amortization ..................................................       224,703        188,652
   Deferred rent ..................................................................         2,765          4,552
   Minority interests in net losses of subsidiaries ...............................    (1,358,754)      (267,232)
Changes in assets and liabilities:
(Increase) decrease in advances to suppliers ......................................       (77,800)          --
Decrease in accounts receivable ...................................................       419,167         55,415
(Increase) in merchandise inventories .............................................      (761,735)    (1,473,323)
(Increase ) decrease in prepaid expenses and other current assets .................       (77,460)        22,772
(Increase) decrease in deposits and other assets ..................................      (167,411)       148,680
Increase in accounts payable ......................................................     3,665,998      2,319,654
Increase in accrued expenses and other liabilities ................................      (267,970)       230,538
          Total adjustments .......................................................     1,601,503      1,229,708
          Net cash provided by operating activities ...............................     1,029,796      1,045,584

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment ................................................      (196,653)      (461,933)
          Net cash provided by (used for) investing activities ....................      (196,653)      (461,933)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under financing agreement of subsidiary ............................       449,047      1,076,497
Repayment of notes payable of subsidiary ..........................................      (415,627)    (1,516,166)
Loans received from (repaid to) affiliate .........................................      (202,226)       (90,000)
          Net cash provided by (used for) financing activities ....................      (168,806)      (529,669)

NET INCREASE (DECREASE) IN CASH ...................................................       664,337         53,982
Cash, beginning of period .........................................................     1,110,966      1,635,058
Cash, end of period ...............................................................   $ 1,775,303    $ 1,689,040
                                                                                                     ===========

Supplemental disclosure of cash flow information:
Interest paid .....................................................................   $   315,394    $   165,652
Taxes paid ........................................................................   $      --      $      --


</TABLE>
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 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
                  three  months  ended  June 30,  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 under the
               name U.S.  Food  Corporation.  The  Company  changed  its name to
               American Eagle Holdings Corporation in April 1995 and then to its
               present name in June 1995. The Company was initially  formed as a
               holding company for the purpose of forming an integrated clothing
               design, manufacturing, and distribution operation.

                    In  February  1997,  the Company  formed a new  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  a  company  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,   United  Textiles,   having  sustained
               continuous losses, discontinued operating activities.

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

                    United Textiles owns 44.9% of the outstanding  common shares
               of Play Co. Toys and Entertainment  Corp. ("Play Co."), a company
               that  sells  toys and  educational  games  primarily  on a retail
               basis.  Through its ownership of United Textiles,  which still is
               considered  to have a  controlling  influence  over Play Co., the
               Company also effectively maintains 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,  44.9%, in
               Play Co. The minority interest liability  represents the minority
               shareholders'  portion,  21.5%, of United  Textiles'  equity and,
               55.1%, of Play Co.'s equity at June 30, 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.

                    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 -          YEAR 2000:

                    The  Company  does not  believe  that the impact of the year
               2000  computer  issue  will  have  a  significant  impact  on its
               operations or its financial  position.  Furthermore,  the Company
               does not believe that it will be required to significantly modify
               its internal  computer systems.  However,  if internal systems do
               not correctly recognize date information when the year changes to
               2000,   there  could  be  an  adverse  impact  on  the  Company's
               operations.  Furthermore, there can be no assurances that another
               entity's failure to ensure year 2000 capability would not have an
               adverse  effect  on the  Company  and  its  subsidiaries,  United
               Textiles and Play Co.

NOTE 6 -          RESTATEMENT OF FINANCIAL STATEMENTS - JUNE 30, 1998:

                    The consolidated  financial  statements for the three months
               ended June 30, 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 an increase of $106,911 in its originally
               reported net loss.


<PAGE>
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 June 30, 1999  compared to the three months
ended June 30, 1998

     Consolidated   sales  for  the  three  months  ended  June  30,  1999  were
$7,497,800.  Consolidated  sales for the three  months  ended June 30, 1998 were
$7,319,749.  The  increase  of  $178,051  or  2.4%  is  primarily  due to  sales
contributions from Play Co.'s new stores.

     Consolidated  cost of sales for the three  months  ended June 30,  1999 was
$4,454,009,  or 59.4% of sales,  as compared to the three  months ended June 30,
1998 in which the cost of sales was $4,404,422,  or 60.2% of sales. The increase
of $49,587 or 1.2% is  primarily  associated  with the  opening of new stores by
Play Co.

     Consolidated operating expenses were $4,138,998, or 55.2% of sales, for the
three  months ended June 30, 1999 as compared to the three months ended June 30,
1998 in which the operating  expenses were  $2,939,725,  or 40.2% of sales.  The
increase of $1,199,273, or 40.8%, 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.

     Consolidated   depreciation  and  amortization   expense  included  in  the
operating  expenses for the three months ended June 30, 1999 was  $224,703.  The
consolidated  depreciation  and  amortization  expense included in the operating
expenses for the three months ended June 30, 1998 was $188,652.

     For the three months ended June 30, 1999,  subsequent to the adjustment for
the minority  interest in the net loss of  subsidiaries,  the Company reported a
consolidated  net loss of  $571,707,  or $0.19 per common  share.  For the three
months  ended June 30, 1998,  the Company  reported a  consolidated  net loss of
$184,124, or $0.06 per common share.

Liquidity and Capital Resources

     At June 30,  1999,  the  Company  reported  cash and  cash  equivalents  of
$1,775,303,   working  capital  of  $1,264,402,   and  stockholders'  equity  of
$1,377,565.

     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
$1,949,242.

     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.



<PAGE>
     During the three months ended June 30, 1999,  operating activities provided
funds in the  amount  of  $1,029,796  as  compared  to  $1,045,584  provided  by
operating activities in the three months ended June 30, 1998.

     The Company used $196,653 in investing activities in the three months ended
June 30, 1999 as compared  to a use of $461,933 in the three  months  ended June
30,  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.

     The Company used  $168,806 and $529,669 for the three months ended June 30,
1999 and June 30, 1998, respectively. This reduction is primarily due to a lower
level of loans repayment in the period ended June 30, 1999.

     As a result of these operating,  investing,  and financing activities,  the
Company  reported a  consolidated  increase  in cash of  $644,337  for the three
months ended June 30, 1999 and $53,982 for the three months ended June 30, 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,
Walmart,  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

     The  Company  does not  believe  that the impact of the year 2000  computer
issue  will  have a  significant  impact  on  its  operations  or its  financial
position.  Furthermore, the Company does not believe that it will be required to
significantly modify its internal computer systems. However, if internal systems
do not correctly recognize date information when the year changes to 2000, there
could be an adverse impact on the Company's operations.  Furthermore,  there can
be no  assurance  that  another  entit s failure to ensure year 2000  capability
would not have an adverse  effect on the  Company and its  subsidiaries,  United
Textiles and Play. Co.

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 - OTHER INFORMATION



Item 1. Legal Proceedings: None

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
June 30, 1999:

     27.1       Financial Data Schedule

(b) During the quarter  ended June 30,  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 24th day of August 1999.


MULTIMEDIA CONCEPTS INTERNATIONAL, INC.



By: /s/ Ilan Arbel
Ilan Arbel
President


By: /s/ Allean Goode
Allean Goode
Treasurer