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 SEPTEMBER 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 DECEMBER 9, 1999.
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

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

Item 1.                FINANCIAL STATEMENTS
<S>                                                                                                                      <C>
                       CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 1999 (UNAUDITED)  and
                        March 31, 1999                                                                                    3

                       CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) for the three
                        and six months ended September 30, 1999 and 1998                                                  4

                       CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) for the six                                       5
                        months ended September 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            9-12

PART II.               OTHER INFORMATION                                                                                  13
</TABLE>


<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                   As of September 30, 1999 and March 31, 1999
<TABLE>
<CAPTION>

                                                                                           Sept. 30,      March 31,
                                                                                             1999           1999
                                                                                         (UNAUDITED)      (NOTE 1)

                                     ASSETS

CURRENT ASSETS:

<S>                                                                                     <C>             <C>
Cash and cash equivalents ...........................................................   $  1,511,506    $  1,110,966
Advances to supplier ................................................................        235,993         474,572
Accounts receivable .................................................................        527,712         692,266
Inventories .........................................................................     15,212,625      11,595,284
Stock subscription receivable .......................................................        723,678            --
PREPAID EXPENSES AND OTHER CURRENT ASSETS ...........................................      2,431,290       1,315,851
                                                                                        ------------    ------------
          Total current assets ......................................................     20,642,804      15,188,939

PROPERTY AND EQUIPMENT-NET ..........................................................      7,250,128       5,350,285

OTHER ASSETS:

Advances to equity investee .........................................................        140,000         140,000
Due from affiliates .................................................................           --           136,662
Deposits and other assets ...........................................................      3,484,478       2,783,430
                                                                                        ------------    ------------
                                                                                           3,624,478       3,060,092
                                                                                        ------------    ------------
          TOTAL ASSETS ..............................................................   $ 31,517,410    $ 23,599,316
                                                                                        ============    ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

Accounts payable ....................................................................   $ 19,311,187    $  9,653,563
Accrued expenses and other liabilities ..............................................        368,604         689,580
Current portion of notes payable and capital lease obligations ......................        864,429       1,352,197
Due to affiliates ...................................................................         45,000         423,888
                                                                                        ------------    ------------
     Total current liabilities ......................................................     20,589,220      12,119,228
LONG-TERM LIABILITIES:
Borrowings under financing agreement ................................................     10,725,774       7,814,666
Note payable and current lease obligations, net of current portion ..................      1,000,637         585,681
Deferred rent liability .............................................................        130,881         126,769
                                                                                        ------------    ------------
          Total long-term liabilities ...............................................     11,857,292       8,527,116
                                                                                        ------------    ------------
          Total liabilities .........................................................     32,446,512      20,646,344
MINORITY INTEREST IN SUBSIDIARIES (NOTE 3) ..........................................     (1,543,173)      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) .........................................................    (12,490,939)    (11,155,738)
                                                                                        ------------    ------------
                                                                                             614,071       1,949,272
                                                                                        ------------    ------------
          TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ................................   $ 31,517,410    $ 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 Six Months Ended

                                                     Sept. 30,       Sept. 30,       Sept. 30,       Sept. 30,
                                                       1999            1998            1999            1998
                                                                     Restated                        Restated
                                                                      (Note 6)                       (Note 6)

<S>                                               <C>             <C>             <C>             <C>
REVENUES, net sales ...........................   $  7,048,659    $  6,656,037    $ 14,546,458    $ 13,978,783
Cost of sales .................................      3,825,705       3,775,821       8,235,072       8,180,243
                                                  ------------    ------------    ------------    ------------
Gross profit ..................................      3,222,954       2,880,216       6,311,386       5,798,540
  Operating expenses:
  Operating expenses ..........................      3,798,958       2,798,044       7,713,252       5,664,530
  Depreciation expense ........................        228,514         194,029         453,217         382,681
                                                  ------------    ------------    ------------    ------------
          Total operating expenses ............      4,027,472       2,992,073       8,166,469       6,047,211

OPERATING INCOME (LOSS) .......................       (804,518)       (111,857)     (1,855,083)       (248,671)

OTHER INCOME

  Interest and other income ...................           --                 2          20,613          12,502

INTEREST EXPENSE:

Interest and finance charges ..................        300,269         156,860         584,933         295,312
Amortization of debt issuance costs ...........         47,424          27,202          78,154          54,402
                                                                  ------------    ------------    ------------
          Total interest expense ..............        347,693         184,062         663,087         349,714
                                                  ------------    ------------    ------------    ------------

INCOME (LOSS) BEFORE MINORITY INTERESTS

                                                    (1,152,211)       (295,917)     (2,497,557)       (585,883)
                                                  ------------    ------------    ------------    ------------
 MINORITY INTERESTS (NOTE 3) ..................      1,188,119         415,119       2,546,873         682,351
                                                  ------------    ------------    ------------    ------------

NET INCOME (LOSS) .............................         35,908         119,202          49,316          96,468

Effect of non-cash dividends on preferred stock

                                                      (799,402)       (477,973)     (1,384,517)       (751,779)
                                                  ------------    ------------    ------------    ------------

LOSS APPLICABLE TO COMMON SHARES ..............       (763,494)       (358,771)     (1,335,201)       (655,311)
                                                                                  ============    ============

Basic and diluted income (loss) per common
   SHARE ......................................   $       (.26)   $       (.12)   $       (.45)   $       (.22)
                                                                                                  ============

Weighted average number of common shares
   OUTSTANDING ................................      3,005,000       3,005,000       3,005,000       3,005,000
                                                                                                  ============

</TABLE>


     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS

                                        3
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)
                           Increase (Decrease) in Cash
<TABLE>
<CAPTION>
                                                                                              Six Months Ended

                                                                                         Sept. 30,      Sept. 30,
                                                                                           1999           1998
                                                                                                        Restated
                                                                                                        (Note 6)

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                   <C>            <C>
Net income (loss) .................................................................   $    49,316    $    96,468
Adjustments to reconcile net loss to cash (used) provided for operating activities:
   Depreciation and amortization ..................................................       453,217        382,681
   Deferred rent ..................................................................         4,112          9,102
   Minority interests in net losses of subsidiaries ...............................    (2,546,873)      (682,351)
Changes in assets and liabilities:

(Increase) decrease in advances to suppliers ......................................       238,579           --
Decrease in accounts receivable ...................................................       164,554       (134,214)
(Increase) in merchandise inventories .............................................    (3,617,341)    (4,350,069)
(Increase ) decrease in prepaid expenses and other current assets .................    (1,115,439)      (750,243)
(Increase) decrease in deposits and other assets ..................................      (701,048)        68,419
Increase in accounts payable ......................................................     8,273,087      3,498,786
Increase in accrued expenses and other liabilities ................................      (320,976)       262,695
          Total adjustments .......................................................       831,872     (1,695,194)
          Net cash provided by operating activities ...............................       881,188     (1,598,726)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment ................................................    (2,353,040)    (1,160,919)
          Net cash provided by (used for) investing activities ....................    (2,353,040)    (1,160,919)
                                                                                      -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Net borrowings under financing agreement of subsidiary ............................     2,911,108      3,036,798
Repayment of notes payable ........................................................       (72,812)      (352,550)
Stock subscription receivable .....................................................      (723,678)          --
Loans received from (repaid to) affiliate - net ...................................      (242,226)          --
          Net cash provided by (used for) financing activities ....................     1,872,392      2,684,248

NET INCREASE (DECREASE) IN CASH ...................................................       400,540        (75,397)
Cash, beginning of period .........................................................     1,110,966      1,635,058
CASH, END OF PERIOD ...............................................................   $ 1,511,506    $ 1,559,661
                                                                                                     ===========

Supplemental disclosure of cash flow information:

Interest paid .....................................................................   $   663,087    $   349,714
Taxes paid ........................................................................   $      --      $      --

</TABLE>


     THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
STATEMENTS

                                        4
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                               September 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 six months ended  September 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.


NOTE 2 -          DESCRIPTION OF COMPANY (CONTINUED):

     In September 1999,  United Textiles sold 55,000 shares of Play Co. stock on
the open market reducing United Textiles'  ownership to 43.9% 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,  43.9%,  in Play Co. The  minority  interest
liability  represents  the  minority  shareholders'  portion,  21.5%,  of United
Textiles' equity and 56.1% of Play Co.'s equity at September 30, 1999.


<PAGE>
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.

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 - SEPTEMBER 30, 1998:

     The consolidated  financial statements for the three months ended September
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 $188,366 for the three months
ended September 30, 1998 and in an increase of $295,277 for the six months ended
September 30, 1998.


                                        5


<PAGE>
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 SEPTEMBER 30, 1999 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 1998

     Consolidated  sales for the three  months  ended  September  30,  1999 were
$7,048,659.  Consolidated  sales for the three months ended  September  30, 1998
were  $6,656,037.  The  increase of $392,622 or 5.9% is  primarily  due to sales
contributions from Play Co.'s new stores.

     Consolidated  cost of sales for the three months ended  September  30, 1999
was  $3,825,705,  or 54.3% of  sales,  as  compared  to the three  months  ended
September 30, 1998 in which the cost of sales was $3,775,821, or 56.7% of sales.
The increase of $49,884 or 1.3% is primarily  associated with the opening of new
stores by Play Co.

     Consolidated  operating expenses  (excluding  depreciation and amortization
expenses)  were  $3,798,958,  or 53.9% of  sales,  for the  three  months  ended
September  30, 1999 as compared to the three months ended  September 30, 1998 in
which the operating  expenses were $2,798,044,  or 42% of sales. The increase of
$1,000,914,  or 35.8%,  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  September 30, 1999 was $228,514.
The consolidated depreciation and amortization expense included in the operating
expenses for the three months ended September 30, 1998 was $194,029.

     For the three months ended September 30, 1999, subsequent to the adjustment
for the minority interest in the net loss of subsidiaries,  the Company reported
a consolidated  net loss of $763,494,  or $0.26 per common share.  For the three
months ended  September 30, 1998, the Company  reported a restated  consolidated
net loss of $358,771, or $0.12 per common share.

SIX MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE SIX MONTHS ENDED
SEPTEMBER 30, 1998

     Consolidated  sales  for the six  months  ended  September  30,  1999  were
$14,546,458. Consolidated sales for the six months ended September 30, 1998 were
$13,978,783.  The  increase  of  $567,675  or 4.1%  is  primarily  due to  sales
contributions from Play Co.'s new stores.

     Consolidated  cost of sales for the six months ended September 30, 1999 was
$8,235,072, or 56.6% of sales, as compared to the six months ended September 30,
1998 in which the cost of sales was $8,180,243,  or 58.5% of sales. The increase
of $54,829 or 0.7% is  primarily  associated  with the  opening of new stores by
Play Co.

     Consolidated  operating expenses  (excluding  depreciation and amortization
expenses) were  $7,713,252,  or 53% of sales, for the six months ended September
30,  1999 as compared to the six months  ended  September  30, 1998 in which the
operating  expenses  were  $5,664,530,  or  40.5%  of  sales.  The  increase  of
$2,048,722,  or 36.2%,  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.


<PAGE>
     Consolidated depreciation and amortization expense for the six months ended
September 30, 1999 was $453,217. The consolidated  depreciation and amortization
for the six months ended September 30, 1998 was $382,681.

     For the six months ended  September 30, 1999,  subsequent to the adjustment
for the minority interest in the net loss of subsidiaries,  the Company reported
a consolidated  net loss of $1,335,201,  or $0.45 per common share.  For the six
months ended  September 30, 1998, the Company  reported a restated  consolidated
net loss of $655,311, or $0.22 per common share.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 1999,  the Company  reported cash and cash  equivalents of
$1,511,506, working capital of $53,584, and stockholders' equity of $614,071.

     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.

     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 six months  ended  September  30,  1999,  operating  activities
provided  funds in the amount of  $881,188 as  compared  to  $1,598,726  used by
operating activities in the six months ended September 30, 1998.

     The Company used $2,353,040 in investing activities in the six months ended
September  30, 1999 as compared to a use of  $1,160,919  in the six months ended
September 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.

     Financing  activities  provided  $1,872,392  and  $2,684,248 to the Company
during  the six  months  ended  September  30,  1999  and  September  30,  1998,
respectively.  This  reduction is primarily due to a lower level of borrowing in
the period ended September 30, 1999.

     As a result of these operating,  investing,  and financing activities,  the
Company reported a consolidated  increase in cash of $400,540 for the six months
ended  September  30,  1999 and a decrease in cash of $75,397 for the six months
ended September 30, 1998. On November 19, 1999, Play Co.'s subsidiary  completed
an initial public offering (the "Offering") on the SMAX segment of the Frankfurt
Stock Exchange in Germany. The Offering was underwritten by Concord.

     This subsidiary sold 2 million shares, or a 16.7% interest, in the Offering
for gross proceeds of approximately  $27 million.  The Offering was priced at 13
Euro per share, or approximately  $13.52 per share.  Play Co. retained  majority
ownership of the  subsidiary  holding a 58.4% equity  interest in same and, as a
result,  will  continue to  consolidate  the  subsidiary's  operations  into its
financial statements.

     In addition to the 2 million shares sold by the subsidiary in the Offering,
Concord and CDMI each sold 200,000 shares in the form of a greenshoe  allotment.
Both Concord and CDMI invested in the subsidiary in a private  placement in July
1999.  The total  Offering  size,  including  the greenshoe  allotment,  was 2.4
million shares.

     Play Co.  expects to complete  the  accounting  for the net proceeds of the
Offering during the quarterly period ending December 31, 1999.


<PAGE>
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.

     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  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.

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 September 30, 1999:

     27.1       Financial Data Schedule

     (b) During the quarter  ended  September  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 10TH day of December 1999.

                                    MULTIMEDIA CONCEPTS INTERNATIONAL, INC.

                                    BY:     /S/  ILAN ARBEL
                                            Ilan Arbel
                                            President

                                    BY:     /S/ ALLEAN GOODE
                                            Allean Goode
                                            Treasurer