SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

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

                    For the fiscal year ended March 31, 2000

                                       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 Registrant as Specified in its Charter)
<TABLE>
<CAPTION>
<S>                                                                             <C>
                                    Delaware                                                     13-3835325
-----------------------------------------------------------------------         --------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)                 (IRS Employer Identification No.)
</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)

           Securities registered pursuant to Section 12(b) of the Act:

          Title of each class Name of each exchange on which registered
                                      NONE

           Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock, $0.01 par value
                                (Title of Class)

         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 [ ]

         Check if no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B is contained in this form,  and no disclosure  will be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB [ ].

         The Registrant's revenues for its fiscal year ended March 31, 2000 were
$2,223,600.

         The  aggregate  market  value of the  voting  stock  on July  28,  2000
(consisting of Common Stock,  par value $0.01 per share) held by  non-affiliates
was approximately $125,609 based upon the closing price for such Common Stock on
said date  ($0.11),  as reported  by a market  maker.  On such date,  there were
3,005,000 shares of Registrant's Common Stock outstanding.
<PAGE>
                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

History

     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 formed
initially as a holding company for the purpose of forming an integrated clothing
design,   manufacturing,   and  distribution  operation.  It  is  currently,  in
principle,  a holding company for its wholly-owned  operating  subsidiary,  U.S.
Apparel Corp. ("USAC").  The Company's other subsidiary,  United Textiles & Toys
Corp. ("United  Textiles") ceased all operating  activities in 1998. The Company
and its subsidiary are hereinafter referred to in the aggregate as the "Company"
except as otherwise required for clarity.

Cessation of Business Operations

     In June 1994, the Company acquired 55% of the outstanding  shares of common
stock of American Eagle Industries Corp. ("American Eagle"), which acquired 100%
of the  outstanding  shares of Match  II,  Inc.  ("Match  II").  American  Eagle
designed and  manufactured a line of private label cotton  "T-shirts" and "polo"
type tops predominantly for men. Match II, a wholly owned subsidiary of American
Eagle,  sold its own  brand  name  ladies  knit tops and  coordinates  under the
trade-name "Match II". In June 1995, the Company acquired 34% of the outstanding
shares  of common  stock of Multi  Media  Publishing,  Inc.  ("MMP").  MMP was a
company which produced CD-ROM versions of medical clinical study books.

     In January 1997, the Company,  through vote of its  stockholders,  voted to
cease funding the operations of American  Eagle,  Match II, and MMP. The Company
terminated its relationship with American Eagle and MMP due to continued losses.

     In February 1997, the Company  formed a new  subsidiary,  USAC, to commence
operations as a designer and  manufacturer  of product lines similar to those of
American Eagle and Match II.

Ownership of the Company

     At fiscal  year end March 31,  2000,  1,863,100  (or 62%) of the  Company's
shares of common  stock  were owned by U.S.  Stores  Corp.  ("USSC"),  a private
company of which the Company's  president is the president and a director.  USSC
is owned 100% by American Telecom PLC ("ATPLC"),  a British public  corporation,
which is  owned  approximately  80.0%  by  Europe  American  Capital  Foundation
("EACF"),  a  Liechtenstein  trust,  which  is the  parent  corporation  also of
Frampton  Industries,  Ltd.  ("Frampton") and ABC Fund, Ltd.  ("ABC"),  entities
affiliated with the Company under common control.
<PAGE>
         The Company owns 3,571,429 (or 78.5%) of the shares of United  Textiles
common stock and 100% of the shares of USAC.

         The following chart depicts the Company's ownership structure:

                       Europe American Capital Foundation
                 / /                   ||               \\
                / /                    \/                \\
Frampton Industries (100%) American Telecom PLC (80%)    ABC Fund, Ltd. (100%)
                                     (100%)
                                       ||
                                       \/
                                U.S. Stores Corp.
                                     (62.0%)
                                       ||
                                       \/
                     Multimedia Concepts International, Inc.
                                     (78.5%)                    \\
                                       ||                        \\
                                       \/                       (100%)
                          United Textiles & Toys Corp.        U.S. Apparel Corp.


Ownership of U.S. Apparel Corp. and United Textiles & Toys Corp.

U.S. Apparel Corp.

         In February 1997, the Company formed a wholly-owned subsidiary,  USAC -
a New York  corporation of which the Company's  president is the president and a
director - to design and  manufacture a line of private label cotton  "t-shirts"
and "polo" type tops  predominantly  for men and boys.  See "-- Business of U.S.
Apparel Corp."

United Textiles & Toys Corp.

         On January 2, 1998, the Company was issued  3,571,429  shares of common
stock of United Textiles, at a price of $0.28 per share ($0.01 above the closing
price on  December  31,  1997) in  repayment  of a $1  million  loan made by the
Company to United Textiles.  United Textiles is a company of which the Company's
president  is  president  and a director.  As a result of the  transaction,  the
Company became the parent of United  Textiles,  owning 78.5% of the  outstanding
shares of the common stock of same.

         United Textiles is a Delaware  corporation which was organized in March
1991  and  commenced   operations   in  October  1991.  It  formerly   designed,
manufactured, and marketed a variety of lower priced women's dresses, gowns, and
separates (blouses, camisoles, jackets, skirts, and pants) for special occasions
and  formal  events.  In  April  1998,  United  Textiles  ceased  all  operating
activities.
<PAGE>
Business of U.S. Apparel Corp.

         USAC designs and  manufactures a line of private label knit cotton tops
(such as T-shirts and polo shirts) for boys and men. USAC's garments  consist of
original designs and modifications  and copies of existing  designs.  Typically,
USAC's customers  provide it with designs they desire to use which USAC forwards
to a subcontractor in Honduras.  The subcontractor  creates the pattern from the
design provided it and sews sample garments which it then delivers to USAC sales
personnel  who then  deliver same to USAC's  customers  for  approval.  Once the
samples are approved,  customers  place their orders with USAC,  typically  four
months in advance. USAC sends the orders to the subcontractor which manufactures
the final  product  and ships  same LDP  (i.e.,  land and duty paid) to a public
warehouse in Florida where USAC's customers retrieve the goods. USAC maintains a
showroom at 1385 Broadway in New York City and is continually  seeking to design
and market new products.

Supplies and Inventory

         USAC  purchases  all  of  its  fabrics  and  non-fabric   sub-materials
(zippers, buttons, and trimmings) directly from the subcontractor which sews the
garments and  purchases  only so much as is required to fill orders  placed with
it.  USAC has  found  that  this  process  is the most  cost-effective  means of
operating its business and expects to continue its  operations in this manner in
the  future,  though  it may use  other or  additional  manufacturers.  Although
management  of  USAC  is  of  the  opinion  that  the  fabrics  and   non-fabric
sub-materials  it uses  are  readily  available  and  that  there  are  numerous
manufacturers for such goods who offer similar terms and prices, there can be no
assurance  that  management  is correct in such belief.  The  unavailability  of
fabrics  or  the  absence  of  clothiers,  or  the  availability  of  either  at
unreasonable cost, could adversely affect the operations of USAC and, hence, the
Company.

         Since  USAC  purchases   only  finished   garments  from  the  overseas
subcontractor,  it  does  not  buy  or  maintain  an  inventory  of  fabrics  or
sub-materials.  While USAC has not experienced difficulty in satisfying finished
garment  requirements and considers its source of supply adequate,  there can be
no  assurance  that such supply will  continue to be  available  or that it will
continue to be available on terms or at prices USAC deems reasonable.

Quality Control

         USAC  conducts  limited  quality  control in  Honduras  to ensure  that
finished goods meet USAC's standards.  A quality control person inspects samples
of garments on a random basis to ensure compliance with USAC's specifications.

<PAGE>
Marketing and Sales

         Most of USAC's  private  label  garments  are sold  through  department
stores in the United States such as K-Mart,  Conway,  and Ross.  Sales to K-Mart
accounted for approximately  100% and 92% of USAC's revenues for the years ended
March 31, 2000 and March 31, 1999, respectively. USAC bills its clients on a net
30-day basis. Late or non-payment could cause material adverse effects on USAC's
cash flow and operations,  especially  since a large portion of USAC's sales are
to one customer.

         USAC  does  not sell on  consignment  and does  not  accept  return  of
products other than imperfect  goods or goods shipped in error.  Imperfect goods
are generally  replaced  with new,  conforming  goods.  USAC believes that a key
feature of its business is its ability to design, manufacture, and sell low cost
garments which are similar in style and appearance to more expensive garments.

Work in Progress; Backlog

         A  significant  portion of USAC's sales are  generated  from short term
purchase  orders from  customers  who place orders on an as-needed  basis.  USAC
typically  manufactures  its products  upon receipt of orders from its customers
and  generally  delivers  goods  within four weeks of receipt of an order.  USAC
generally manufactures approximately 10% more goods than is ordered by customers
in  anticipation  of  reorders  from  customers.  Information  relative  to open
purchase  orders at any date may be materially  affected by, among other things,
the timing of recording of orders and shipments.  Accordingly,  the Company does
not believe that the amount of its unfilled orders at any time is meaningful. At
March 31, 1999, USAC had no unfilled purchase orders.

Financing

         USAC bills its clients on a net 30-day basis.  Although it is customary
in the garment industry to finance receivables  through  "factoring"  (financing
secured by the accounts receivable of the borrower's  customers),  USAC does not
factor any of its receivables.  Although USAC has no present intention to do so,
it may rely on factoring to finance future operations.

Competition

         There is intense  competition  in the apparel  industry.  USAC designs,
manufactures,  and  markets a line of  T-shirts  and polo  shirts to  department
stores and competes with many other  manufacturers in this market, many of which
are larger and have greater  financial and other resources than USAC.  There are
relatively  insignificant  barriers  to entry in the  business  in which USAC is
engaged and numerous companies compete for the same customers. USAC is in direct
competition with local, regional, and national clothing  manufacturers,  many of
which have greater  resources  and more  extensive  distribution  and  marketing
capabilities  than USAC. In addition,  many large retailers have commenced sales
of "store  brand"  garments  which  compete with those sold by USAC.  Management
believes that USAC's market share is insignificant in its product lines.
<PAGE>
         Many of the national clothing  manufacturers have extensive advertising
campaigns which develop and reinforce brand  recognition.  In addition,  many of
such  manufacturers  have agreements with department  stores and national retail
clothing  chains to jointly  advertise  and  market  their  products.  It can be
expected  that a retail  shopper  will buy a garment  from a "brand name" entity
before that of an unknown  entity,  if all other  factors are equal.  Since USAC
advertises  only  via  its  showroom  presentation,  it has no  agreements  with
department stores or national retail chains to advertise any of its products.


Employees

         As of July 28, 2000, the Company,  including  USAC, had three executive
officers and no employees.

Recent Developments

         At March 31, 2000, United Textiles' percentage of ownership in Play Co.
was reduced to 21.69%. Accordingly, United Textiles has elected to deconsolidate
the  accounts of Play Co.,  and account  for its  investment  in Play Co. on the
equity method of accounting. Under the equity method, the original investment is
recorded at cost, and is adjusted periodically to recognize the investor's share
of the earnings or losses of the investee subsequent to the date of acquisition.
Under this method of  accounting,  the  investment  generally  cannot be reduced
below zero,  when the investee has operating  losses that exceed the investment,
at which point the use of the equity method is suspended.

         United  Textiles will resume  accounting for the investment in Play Co.
under the equity  method when Play Co.  subsequently  reports net income and the
net income exceeds United Textiles'  accumulated  share of Play Co.'s net losses
not recognized during the period of discontinuance of the equity method.

ITEM 2.  PROPERTIES

         Until April 1998, the Company,  along with United  Textiles,  subleased
20,000 square feet of industrial  space at 448 West 16th Street,  New York,  New
York, at an approximate  rent of $12,500 per annum.  It is at this location that
the Company housed its administrative offices,  factory, and warehouse. In April
1998, in connection with United Textiles'  cessation of its textile  operations,
the  Company  and  United  Textiles  moved its  administrative  offices  to 1410
Broadway,  Suite 1602,  New York,  New York 10018 and vacated its former office,
factory,  and warehouse space at 448 West 16th Street.  The office space at this
location  was  leased to USAC,  and  pursuant  to an oral  agreement  with USAC,
neither the Company nor United Textiles paid  remuneration  for their use of the
premises.  The President of the Company is also the president of USSC and United
Textiles.

         On July 1, 1999, the Company vacated 1410 Broadway and relocated,  with
United  Textiles  and USAC (the named  tenant on the lease),  to 1385  Broadway,
Suite 814, New York,  New York 10018.  Pursuant to an oral  agreement with USAC,
neither the Company nor United  Textiles  pays  remuneration  for its use of the
premises.
<PAGE>
ITEM 3.  LEGAL PROCEEDINGS

          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 or its parent
or subsidiary.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


<PAGE>
                                     PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         The  Company's  securities  were  quoted on the Nasdaq  SmallCap  Stock
Market until they were delisted in March 1997.  Since April 1997,  the Company's
securities have been quoted on the OTC Bulletin Board.  The following table sets
forth  representative  high and low bid quotes as reported  by the OTC  Bulletin
Board whereon the Company's  securities  are quoted,  during the periods  stated
below  (quotes  prior to April 1997 are  reported  by  Nasdaq).  Bid  quotations
reflect prices between dealers, do not include resale mark-ups,  mark-downs,  or
other fees or commissions, and do not necessarily represent actual transactions.
<TABLE>
<CAPTION>
                                                          Common Stock                     Public Warrants
         ----------------------------------    -------------------------------    -------------------------------
                    Calendar Period                   Low              High              Low              High
         ----------------------------------    --------------    -------------    --------------    -------------
                       1997
         <S>                                      <C>                 <C>               <C>               <C>
         01/01/97 - 03/31/97                                 5/8            3 1/8              1/16            17/32
         04/01/97 - 06/30/97(1)                              1/4              7/8
         07/01/97 - 09/30/97                                 1/4                1
         10/01/97 - 12/31/97                                 1/8             1/2

                       1998

         01/01/98 - 03/31/98                                 1/8             7/16
         04/01/98 - 06/30/98                                5/64             9/16
         07/01/98 - 09/30/98                                0.26             0.34
         10/01/98 - 12/31/98                               0.125             0.26

                       1999

         01/01/99 - 03/31/99                                0.12             1.75
         04/01/99 - 06/30/99                                0.16             0.34
         07/01/99 - 9/30/99                                 0.22             0.40
         10/01/99 - 12/31/99                                0.19             0.78

                       2000

         01/01/00 - 03/31/00                                0.38             1.38
         04/01/00 - 07/28/00                                0.11             0.69
</TABLE>
         (1) There was no market for the  Company's  warrants from April 8, 1997
         until  their  expiration  on November  8, 1997,  and no  warrants  were
         exercised prior to expiration.

         As of July 28, 2000,  there were  approximately 61 holders of record of
the  Company's  Common  Stock,  although  the  Company  believes  that there are
approximately 1,200 additional  beneficial owners of shares of Common Stock held
in street name.  As of July 28, 2000,  the number of  outstanding  shares of the
Company's Common Stock was 3,005,000.
<PAGE>
Recent Sales of Unregistered Securities

         The  Company  sold no  unregistered  securities  during the fiscal year
ended March 31, 2000.


<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND 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  Reform Act of 1995. These forward looking  statements are subject to
risks and  uncertainties  which could cause actual results to differ  materially
from those projected.

         The following table summarizes  certain selected  financial data and is
qualified in its entirety by the more detailed  financial  statements  contained
elsewhere in this document:
<TABLE>
<CAPTION>
                                                            March 31,                         March 31,
                                                               2000                               1999

Balance Sheet Data:
<S>                                                     <C>                               <C>
Working capital                                         $   1,370,681                     $  1,334,783
Total assets                                                3,638,850                        3,327,079
Total current liabilities                                   1,080,462                          813,366
Long-term obligations                                              -                                 -
Stockholders' equity                                        2,709,654                        2,635,720

Operating data:

Net sales                                                   2,168,534                        3,420,191
Cost of sales                                               1,527,970                        2,211,048
Total operating expenses                                      650,956                        1,062,720
Net income (loss)                                              73,934                          (25,314)
Income (loss) per common share                                    .02                             (.01)
Weighted average shares outstanding                         3,005,000                        3,005,000
------------------------------------------------
</TABLE>

<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (continued)

Results of Operations

         In May 1998, the Company's  Board of Directors  voted to change the end
of the Company's fiscal year from September 30th to March 31st.

         The consolidated  financial  statements  contained herein for the years
ended March 31, 2000 and the year ended March 31, 1999 in this document  reflect
the  operations  of  the  Company's   wholly-owned   subsidiary,   U.S.  Apparel
Corporation ("USAC"), and the Company's 78.5% owned subsidiary United Textiles &
Toys Corp. ("United Textiles").

     For the year ended March 31, 2000 compared to the year ended March 31, 1999

         Consolidated  net  sales  for  the  year  ended  March  31,  2000  were
$2,168,534.  This represented a decrease of $1,251,657,  or 36.6% over net sales
of  $3,420,191  for the year ended March 31,  1999.  The net decrease was due to
shrinkage in orders from the Company's principal customer.

         Consolidated  cost of sales was $1,527,970 for the year ended March 31,
2000 as  compared  to  $2,211,048  for the  year  ended  March  31,  1999.  This
represented  a decrease of $683,078 or 30.9%.  The decrease can be attributed to
decreased sales volume.

         Consolidated   operating   expenses  (total  operating   expenses  less
depreciation and  amortization)  were $650,311 for the year ended March 31, 2000
as compared to $1,062,015 for the year ended March 31, 1999. This  represented a
decrease of $411,704 or 38.8%.  The decrease can be attributed  to  management's
efforts to better control administrative expenses.

         Depreciation and amortization  expense in the year ended March 31, 2000
was $645 as compared to $705 in the year ended March 31, 1999. This  represented
a decrease of $60 or 8.5%. The reason for this decrease was that the majority of
the fixed assets were fully depreciated by March 31,1999.

         For the year ended March 31, 2000, subsequent to the adjustment for the
minority  interest  in the net loss of United  Textiles,  the  Company  reported
consolidated net income of $73,934 or $0.02 per common share. For the year ended
March 31, 1999,  subsequent  to the minority  interest  adjustment,  the Company
reported a restated consolidated net loss of $25,314 or $.01 per common share.

<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (continued)

Liquidity and Capital Resources

         At March 31,  2000,  consolidated  working  capital was  $1,370,681  as
compared to a working capital of $1,334,783 as of March 31, 1999. This change in
consolidated  working  capital  was  largely  due  to  a  decrease  in  accounts
receivable and an increase in accrued expenses.

         For the year ended March 31, 2000,  consolidated  operating  activities
used $64,818 as compared to the year ended March 31, 1999 in which  $136,259 was
used by operating  activities.  The decrease in the use of funds from  operating
activities  was due mainly to a  reduction  in  advances  to  suppliers  and the
reduction of inventories to zero.

         The Company  used $45,015 in  investing  activities  for the year ended
March 31, 2000 as  compared to a usage of $102,814  for the year ended March 31,
1999.  The  decrease  is  due  primarily  to a  decrease  in the  investment  in
subsidiary.

         Consolidated  financing  activities  generated funds of $234,000 during
the year ended March 31, 2000 as compared to a  generation  of $238,000 in funds
during the year ended March 31, 1999. The primary  elements in the generation of
financing funds were net borrowings from affiliates.

         As a result,  consolidated net cash increased $124,167 from $984,999 at
March 31, 1999 to $1,109,166 at March 31, 2000.

Trends affecting Liquidity, Capital Resources and Operations

         The Company's subsidiary, U.S. Apparel, is dependent on sales generated
from one principal customer (national retailer).

Year 2000

         The Company in 1999  upgraded its computer  system by installing a year
2000 upgrade to its software.

         Although the Company has not  experienced  any problems  related to the
year 2000 issues,  the  possibility  still exists that such problems might arise
during the calendar year. However,  the effect, if any, of year 2000 problems on
the  Company's  results of  operations  cannot be  estimated  with any degree of
certainty if the Company or its affiliated  companies,  or service providers are
not fully compliant.



<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                  See attached Financial Statements.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE

                  Not applicable.


<PAGE>
                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

Officers and Directors

         The  following  table  sets forth the  names,  ages,  and titles of all
directors and officers of the Company:
<TABLE>
<CAPTION>
       Name                       Age                        Position
       <S>                        <C>                        <C>
       Ilan Arbel                 48                         Chief Executive Officer, President, and Director

       Rivka Arbel                47                         Vice President and Director

       Yair Arbel                 52                         Director
</TABLE>
     All  directors   are  elected  at  an  annual   meeting  of  the  Company's
shareholders  and hold  office for a period of one year or until the next annual
meeting  of  stockholders  or  until  their  successors  are  duly  elected  and
qualified.  Vacancies on the board of directors  may be filled by the  remaining
directors.  Officers are appointed  annually by, and serve at the discretion of,
the board of directors.  There are no family relationships  between or among any
officers  or  directors   of  the  Company   except  that  Rivka  Arbel  is  the
sister-in-law of Ilan Arbel and Yair Arbel Mika is the brother of Ilan Arbel.

     As permitted  under the Delaware  General  Corporation  Law, the  Company's
Certificate of Incorporation  eliminates the personal liability of the directors
to the Company or any of its shareholders for damages caused by breaches of said
directors' fiduciary duties. As a result of such provision,  stockholders may be
unable to  recover  damages  against  directors  for  actions  which  constitute
negligence or gross  negligence or are in violation of their  fiduciary  duties.
This  provision in the Company's  Certificate  of  Incorporation  may reduce the
likelihood of derivative,  and other types of  shareholder,  litigation  against
directors.

     Ilan Arbel was the president, secretary, and a director of the Company from
inception  until June 12, 1995.  He was  reelected a director in August 1995 and
president  in May  1996.  Mr.  Arbel  has been the  president,  chief  executive
officer,  and a  director  of United  Textiles  since  1991.  Mr.  Arbel was the
president,  chief executive officer,  and a director of Atoys from February 1993
until July 1993 at which time he resigned as president  thereof.  In March 1995,
Mr.  Arbel  was  reelected  presdent  of Atoys,  a  position  he held,  with his
directorship,  until July 1996. Since its inception, in February 1997, Mr. Arbel
has been the president and a director of USAC.  From May 1993 to April 1997, Mr.
Arbel  was a  director  of Play  Co.  (from  June  1994  until  his  April  1997
resignation,  he was  chairman).  Since 1989,  he has been the sole  officer and
director of Europe America Capital Corp., a company  involved in investments and
finance in the United  States and Europe.  Since 1993, he has been the president
of European Ventures Corp., a company involved in investments and finance in the
United States and Europe.  Mr. Arbel is a graduate of the University Bar Ilan in
Israel and has B.A. degrees in Economics, Business, and Finance.
<PAGE>
     Rivka Arbel has been a director of the Company  since June 12, 1995 and was
elected as vice  president  of the Company in May 1996.  In October  1996,  Mrs.
Arbel  resigned as an officer of the Company.  Mrs. Arbel was re-elected as vice
president in May 1997.  From 1992 to present,  Mrs. Arbel has been a director of
United  Textiles.  Since 1986,  Mrs.  Arbel has been president and a director of
Amigal,  Ltd., a producer of men's and women's wear in Israel. Mrs. Arbel is the
wife of Yair Arbel.

     Yair Arbel has been a director  of the  Company  since June 12,  1995.  Mr.
Arbel is currently  employed by Israeli Aircraft  Industries,  where he has been
employed since 1980. Yair Arbel is the husband of Rivka Arbel and the brother of
Ilan Arbel.

     The Company has agreed to indemnify its officers and directors with respect
to  certain  liabilities   including  liabilities  which  may  arise  under  the
Securities Act of 1933. Insofar as indemnification for liabilities arising under
the  Securities  Act may be permitted to directors,  officers,  and  controlling
persons of the Company  pursuant to any charter,  provision,  by-law,  contract,
arrangement,  statute,  or  otherwise,  the Company has been advised that in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company of expenses incurred or paid
by a director,  officer,  or controlling person of the Company in the successful
defense of any such action,  suit, or  proceeding) is asserted by such director,
officer,  or controlling person of the Company in connection with the Securities
being  registered,  the Company  will,  unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
the Company's  officers,  directors,  and persons who beneficially own more than
ten percent of a registered  class of the  Company's  equity  securities to file
reports  of  securities  ownership  and  changes  in  such  ownership  with  the
Securities and Exchange Commission  ("SEC").  Officers,  directors,  and greater
than ten percent beneficial owners also are required by rules promulgated by the
SEC to furnish the Company with copies of all Section 16(a) forms they file.

     No person (a "Reporting Person") who during the fiscal year ended March 31,
2000 was a director,  officer,  or beneficial  owner of more than ten percent of
the  Company's  Common  Stock or Series E Stock  (which are the only  classes of
equity  securities  of the  Company  registered  under  ss.12 of the  Securities
Exchange  Act of 1934),  failed to file on a timely  basis  reports  required by
ss.16 of the Act during the most  recent  fiscal  year  except as  follows:  all
officers  and  directors  failed  to  file  Forms 5 and  USSC  (and  its  parent
corporations)  failed to file  Forms 4. The  foregoing  is based  solely  upon a
review by the Company of (i) Forms 3 and 4 during the most recent fiscal year as
furnished to the Company  under Rule  16a-3(e)  under the Act,  (ii) Forms 5 and
amendments  thereto  furnished  to the Company  with  respect to its most recent
fiscal  year,  and (iii) any  representation  received by the  Company  from any
reporting person that no Form 5 is required, except as described herein.
<PAGE>
ITEM 10.          EXECUTIVE COMPENSATION

Executive Compensation

Summary of Cash and Certain Other Compensation

         The following  provides  certain  information  concerning  all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
or paid by the Company during (i) the fiscal year ended March 31, 2000, (ii) the
fiscal year ended March 31, 1999,  and (iii) the  transition  period  October 1,
1997  through  March 31,  1998 to each of the named  executive  officers  of the
Company.

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE

                                          Annual Compensation                             Long-Term Compensation

                                                                                      Awards                       Payouts
                                                                                                Securities
                                                                                Restricted      Underlying             All Other
                                                                              Stock Award(s)     Options/     LTIP    Compen-sation
                                                                                    ($)            SARs       Payouts         ($)
Name and Principal          Year      Salary    Bonus(#) ($)  Other Annual
Position                                                      Compen-sation
<S>                         <C>       <C>       <C>           <C>             <C>              <C>            <C>       <C>

Ilan Arbel (3)
  President,  CEO,
 And Director             2000           --         --              --             --             --            --            --
                          1999           --         --              --             --             --            --            --
                          1998           --         --              --             --             --            --            --
</TABLE>

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

     (1) Mr. Arbel does not receive any cash  compensation  as an officer of the
Company.  Mr. Arbel entered into an employment agreement with the Company in May
1996. See "Employment Agreements."

     (2) No bonuses were paid during the periods herein stated.

     (3) See "Employment Agreements."

Employment and Consulting Agreements

         On April 4, 1996,  the board of  directors  authorized  the  Company to
enter into a  compensation  agreement  with Ilan Arbel.  Pursuant  thereto,  the
Company granted to Mr. Arbel an option to purchase  1,900,000  warrants at $0.04
per warrant, identical to the warrants sold by the Company in its initial public
offering. The option was exercisable at $7.00 per share. The warrants and shares
underlying  the  warrants  were  registered  for resale  pursuant  to a Form S-8
registration  statement.  Mr. Arbel  exercised  this option in full and sold the
warrants in April 1996.  In  addition,  the board of  directors  authorized  the
Company to issue an additional option to Mr. Arbel to purchase 200,000 shares of
Common Stock at $3.70 per share.  On April 19, 1996,  the board of directors and
Mr.  Arbel  amended the  compensation  agreement  and  terminated  the option to
purchase  200,000 shares of Common Stock and in lieu thereof issued an option to
purchase  1,000,000  warrants  for a purchase  price of $0.04 per  warrant,  the
warrants  bearing  an  exercise  price of $7.00 per  share.  The  warrants  were
registered  for resale  pursuant to an  amendment  to the Form S-8  registration
statement. Mr. Arbel exercised this option in full and sold the warrants.
<PAGE>
         In May 1996, the Company entered into an employment agreement with Ilan
Arbel,  for a period of five  years.  Pursuant  thereto,  Mr.  Arbel  became the
president and chief executive officer of the Company.  At such time, the Company
and Mr.  Arbel  agreed to increase  the option price to purchase the warrants to
$1.90 per warrant,  payable  either in cash or other  securities,  whereupon Mr.
Arbel  owed  the  difference  between  the  price he paid  for  warrants  he had
purchased  previously  ($0.04) and this new purchase price  ($1.90).  In October
1997,  the Company and Mr. Arbel agreed to increase the option price to purchase
the warrants to $2.50 per warrant,  payable either in cash or other  securities.
The term  "securities" was defined as any debt or equity security or convertible
security,  the  underlying  security  of which is traded  on  either a  national
securities  exchange  or on the  Nasdaq  Stock  Market.  The price for which the
securities  could be  exchanged  to reduce the debt was 50% of the  average  bid
price of the securities or the underlying  securities of a convertible security,
for a period  of  ninety  days  ending  five  days  prior to the  exchange.  The
employment agreement provides that no other compensation or remuneration be paid
to Mr. Arbel during its term. As payment of the debt, Mr. Arbel, through certain
affiliates,  transferred  to the Company an aggregate of 803,070  shares of Play
Co. Series E preferred stock, each share of which is convertible into six shares
of Play Co.  common  stock at the  option  of the  holder,  subject  to  holding
periods.

         In April 1999, USAC entered into a verbal consulting  agreement with Yu
Jin International,  Inc. ("Yu Jin") pursuant to which Yu Jin oversees the day to
day production of garments and operating activities of USAC's subcontractor.  In
accordance with the terms of the aforesaid agreement,  USAC remitted $171,800 to
Yu Jin during the fiscal year ended March 31, 2000.

1995 Senior Management Incentive Plan

         In June 1995,  the board of  directors  adopted  the Senior  Management
Incentive  Plan (the  "Management  Plan"),  which  was  adopted  by  stockholder
consent.  The Management  Plan provides for the issuance of up to 150,000 shares
of the Company's  Common Stock in connection  with the issuance of stock options
and other stock purchase rights to executive officers and other key employees.

         The Management  Plan was adopted to provide the board of directors with
sufficient  flexibility regarding the forms of incentive  compensation which the
Company will have at its disposal in rewarding  executive officers and directors
who are also  employees  of either  the  Company or its  subsidiary(ies)  or who
render significant services to the Company or its subsidiary(ies). To enable the
Company  to  attract  and  retain  qualified  personnel  without   unnecessarily
depleting the Company's cash reserves,  the board of directors  intends to offer
key personnel equity ownership in the Company through the grant of stock options
and other  rights  pursuant  to the  Management  Plan.  The  Management  Plan is
designed to augment the Company's existing compensation programs and is intended
to enable the Company to offer  executive  officers and  directors  who are also
employees of the Company a personal interest in the Company's growth and success
through  awards of either shares of Common Stock or rights to acquire  shares of
Common Stock.
<PAGE>
         The Management  Plan is intended to help the Company attract and retain
key  executive  management  personnel  whose  performance  is expected to have a
substantial  impact on the Company's  long-term  profit and growth  potential by
encouraging and assisting those persons to acquire equity in the Company.  It is
contemplated  that only those  executive  management  employees  (generally  the
chairman of the board, vice chairman,  chief executive officer,  chief operating
officer,  president,  and vice president of the Company) who perform services of
special  importance  to the Company  will be eligible to  participate  under the
Management  Plan.  The Company does not presently have any intention to hire any
additional  management  employees  and has not engaged in any  solicitations  or
negotiations  with  respect to the  hiring of any  management  employees.  It is
anticipated  that  awards  made  under the  Management  Plan will be  subject to
three-year  vesting  periods,  although  the vesting  periods are subject to the
discretion of the board of directors.
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information regarding beneficial
ownership of the Company's  outstanding Common Stock as of July 28, 2000, by (i)
each beneficial owner of 5% or more of the Company's Common Stock,  (ii) each of
the Company's executive officers,  directors,  and key employees,  and (iii) all
executive officers, directors, and key employees as a group:
<TABLE>
<CAPTION>
                   Name and Address                              Number of Shares                 Percent of Common Stock
                 of Beneficial Owner                           Beneficially Owned1                  Beneficially Owned2
                 -------------------                           ------------------                   ------------------

------------------------------------------------------- ----------------------------------- ------------------------------------
<S>                                                             <C>                                     <C>
U.S. Stores Corp.
1385 Broadway, Suite 814
New York, New York  10018                                           1,863,100                               62%
------------------------------------------------------- ----------------------------------- ------------------------------------
Ilan Arbel (3)
c/o United Textiles & Toys Corp.
1385 Broadway, Suite 814                                                                                    62%
New York, New York  10018                                           1,863,100
------------------------------------------------------- ----------------------------------- ------------------------------------
American Telecom, PLC (4)
8-13 Chiswell Street                                                                                        62%
London EC 1Y 4UP                                                    1,863,100
------------------------------------------------------- ----------------------------------- ------------------------------------
Europe American Capital Foundation (5)
Box 47
Tortola British Virgin Islands                                      1,863,100                               62%
------------------------------------------------------- ----------------------------------- ------------------------------------
Yair Arbel
c/o United Textiles & Toys Corp.
1385 Broadway, Suite 814                                                --                                  --
New York, New York  10018
------------------------------------------------------- ----------------------------------- ------------------------------------
Rivka Arbel
c/o United Textiles & Toys Corp.
1385 Broadway, Suite 814                                                --                                  --
New York, New York  10018
------------------------------------------------------- ----------------------------------- ------------------------------------
Officers and Directors as a Group
4 persons)                                                          1,863,100                               62%
------------------------------------------------------- ----------------------------------- ------------------------------------
</TABLE>
(1)  Unless  otherwise noted, all of the shares shown are held by individuals or
     entities  possessing sole voting and investment  power with respect to such
     shares.  Shares not outstanding but deemed  beneficially owned by virtue of
     the  right of an  individual  or  entity to  acquire  them  within 60 days,
     whether by the exercise of options or warrants,  are deemed  outstanding in
     determining  the  number of  shares  beneficially  owned by such  person or
     entity.
(2)  The "Percent of Common Stock Beneficially  Owned" is calculated by dividing
     the  "Number  of  Shares  Beneficially  Owned"  by the sum of (i) the total
     outstanding  shares of Common Stock of the Company,  and (ii) the number of
     shares of Common  Stock that such person or entity has the right to acquire
     within 60 days, whether by exercise of options or warrants. The "Percent of
     Common Stock Beneficially Owned" does not reflect shares beneficially owned
     by virtue of the  right of any  person,  other  than the  person  named and
     affiliates  of said  person,  to acquire  them  within 60 days,  whether by
     exercise of options or warrants.

<PAGE>
(3)  Ilan  Arbel is the  president  and a  director  of each of USSC,  a private
     company which is the parent of the Company (owning 62% of same), and United
     Textiles,  a publicly  traded  company which is a subsidiary of the Company
     (owned 78.5% by same) and, therefore,  can control the voting of the shares
     held by such entities.
(4)  ATPLC is a British corporation and the parent of USSC, owning 100% of same,
     and  accordingly is a beneficial  owner of the shares of Common Stock owned
     by USSC.
(5)  EACF is a Liechtenstein  trust and the parent of ATPLC, owning 80% of same,
     and  accordingly is a beneficial  owner of the shares of Common Stock owned
     by ATPLC.



<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          On  January  20,  1998,  USSC,  a company  which was  incorporated  on
November 10, 1997,  acquired  1,465,000  shares of the Company's Common Stock of
which 1,339,000 shares were acquired from European  Ventures Corp., a company in
which Ilan Arbel is an  officer  and  director,  in a private  sale.  After this
transaction,  USSC held an aggregate of 1,868,000 shares of the Company's Common
Stock,  or 62.2% of the  outstanding  shares,  effectively  making the Company a
subsidiary of USSC.  Since then, USSC has acquired an additional  165,155 shares
of the Company's Common Stock on the open market,  rendering the Company a 67.7%
owned subsidiary of same.

         In April 1998,  American Telecom,  exchanged all its outstanding common
shares and all of the  outstanding  shares of its wholly owned  subsidiary  USSC
with ATPLC, a publicly traded company in Great Britain.  After this transaction,
both American Telecom and USSC became wholly owned subsidiaries of ATPLC.



<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

     (a) The following financial  statements of the Company are included as Part
II, Item 8:
<TABLE>
<CAPTION>
<S>                                                                                              <C>
         Report of Independent Certified Public Accountant                                       F-1
         Consolidated Balance Sheets as of  March 31, 2000 and March 31, 1999                    F-2
         Consolidated Statements of Operations for the years ended March 31, 2000
         and March 31, 1999                                                                      F-4
         Consolidated Statement of Changes in Stockholders' Equity for the years
         ended March 31, 2000 and March 31, 1999                                                 F-5
         Consolidated Statements of Cash Flows for the years ended March 31, 2000
         and March 31, 1999                                                                      F-6
         Notes to Financial Statements                                                           F-8
</TABLE>
     (b) During its last fiscal 2000 quarter, the Company filed no Forms 8-K.

     (c) All exhibits,  except those  designated  with an asterisk (*) which are
filed  herewith  have  previously  been  filed  with the  Commission  either  in
connection  with the  Company's  Registration  Statement  on Form  SB-2  or,  as
indicated  by the  reference  herein and pursuant to 17 C.F.R.  ss.230.411,  are
incorporated by reference herein.  Exhibits  previously filed but not as part of
the SB-2  Registration  Statement  are  incorporated  herein by reference to the
appropriate document.
<TABLE>
<CAPTION>
<S>                  <C>
3.1                  Certificate of Incorporation of the Company
3.2                  Amendment to Certificate of Incorporation of the Company, filed in May 1995
3.3                  Second Amendment to Certificate of Incorporation of the Company, filed in June 1995
3.5                  By-Laws of the Company
3.8(a)               Second Amendment to Certificate of Incorporation of the Company, filed in June 1996
3.9                  Certificate of Incorporation of U.S. Apparel  Corp.
4.1                  Specimen Common Stock Certificate.
10.1                 The Company Senior Management Incentive Plan.
27.1*                Financial Data Schedule

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



                                TABLE OF CONTENTS

                        March 31, 2000 and March 31, 1999

<TABLE>
<CAPTION>

                                                                                                          Page
<S>                                                                                                       <C>
Report of Independent Certified Public Accountant                                                         F-1

Consolidated Financial Statements:

         Consolidated Balance Sheets as of March 31, 2000 and March 31, 1999 (restated)                   F-2

         Consolidated Statements of Operations for the year ended March 31, 2000 and the
         year ended March 31, 1999 (restated)                                                             F-4

         Consolidated  Statement of Changes in Stockholders' Equity for the year
         ended March 31, 2000 and the year ended March 31, 1999 (restated)                                F-5

         Consolidated Statements of Cash Flows for the year ended March 31, 2000 and the
         year ended March 31, 1999  (restated)                                                            F-6

Notes to Financial Statements                                                                             F-8



</TABLE>
<PAGE>
                REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT




         Board of Directors
         Multimedia Concepts International, Inc.



         We  have  audited  the  accompanying  consolidated  balance  sheets  of
         Multimedia Concepts International,  Inc. as of March 31, 2000 and March
         31,  1999,  and the related  statements  of  operations,  stockholders'
         equity,  and cash flows for the year ended  March 31, 2000 and the year
         ended March 31, 1999.

         These  financial  statements  are the  responsibility  of the Company's
         management.  Our  responsibility  is to  express  an  opinion  on these
         financial  statements based upon our audits. We conducted our audits in
         accordance with generally accepted auditing standards.  Those standards
         require  that we plan  and  perform  the  audit  to  obtain  reasonable
         assurance  about whether the financial  statements are free of material
         misstatement.  An audit includes examining,  on a test basis,  evidence
         supporting the amounts and disclosures in the financial statements.  An
         audit  also  includes  assessing  the  accounting  principles  used and
         significant  estimates  made by  management,  as well as evaluating the
         overall financial  statement  presentation.  We believe that our audits
         provide a reasonable basis for our opinion.

         As discussed in Note 9, the Company restated its previously issued 1999
         financial statements.

         In our opinion,  the  financial  statements  referred to above  present
         fairly, in all material aspects,  the financial  position of Multimedia
         Concepts  International,  Inc at March 31, 2000 and March 31, 1999, and
         the  result of its  operations  and its cash  flows for the year  ended
         March 31,  2000 and the year ended March 31,  1999 in  conformity  with
         generally accepted accounting principles.


         Melville, New York
         July 24, 2000



                                      F-1
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                     As of March 31, 2000 and March 31, 1999
<TABLE>
<CAPTION>
                                                                                                   March. 31,            March 31,
                                                                                                      2000                  1999
                                                                                                -----------------     --------------
                                                                                                                         (Restated)
                                                                                                                          (Note 9)
                                     ASSETS

   CURRENT ASSETS:
<S>                                                                                               <C>                   <C>
     Cash and cash equivalents (Note 3c)                                                          $   1,109,166         $   984,999
     Accounts receivable                                                                                556,591             593,990
     Advances to supplier                                                                               737,145             474,572
     Inventories (Note 3d)                                                                                    -              89,000
     Prepaid expenses and other current assets                                                            5,689               5,588
     Investment in affiliates                                                                            42,552                  -
                                                                                                      ----------          ---------

             Total current assets                                                                     2,451,143           2,148,149
                                                                                                      ----------          ---------

   FURNITURE, FIXTURES AND EQUIPMENT
     Furniture, fixtures and equipment                                                                   72,789              70,326
     Accumulated depreciation on furniture, fixtures and equipment                                      (68,861)            (68,217)
                                                                                                     ----------           ---------
     Furniture, fixtures and equipment - Net                                                              3,928               2,109
                                                                                                     ----------           ---------

   OTHER ASSETS:
   Due from affiliates                                                                                1,014,818           1,014,818
   Advances to equity affiliate                                                                         140,000             140,000
   Deposits and other assets                                                                             28,961              22,003
                                                                                                     ----------           ---------
             Total other assets                                                                       1,183,779           1,176,821
                                                                                                     ----------           ---------

             Total assets                                                                         $   3,638,850         $ 3,327,079
                                                                                                  =============         ============


</TABLE>












     The accompanying notes are an integral part of these consolidated financial
statements


                                      F-2
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                     As of March 31, 2000 and March 31, 1999
<TABLE>
<CAPTION>
                                                                                                   March 31,             March 31,
                                                                                                      2000                  1999
                                                                                                -----------------     --------------
                                                                                                                          (Restated)
                                                                                                                           (Note 9)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
<S>                                                                                             <C>                     <C>
Accounts payable                                                                                 $     470,469           $  480,794
Accrued expenses and other current liabilities                                                         128,754               85,333
Due to affiliates                                                                                      481,239              247,239
                                                                                                     ---------              -------

     Total current liabilities                                                                       1,080,462              813,366
                                                                                                     ---------              -------

          Total liabilities                                                                          1,080,462              813,366
                                                                                                     ---------              -------

MINORITY INTERST IN SUBSIDIARIES                                                                      (151,266)            (122,007)
                                                                                                     ---------              -------

STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;  10,000,000 shares  authorized;  3,005,000 shares
   issued and outstanding at March 31, 2000 and
   March 31, 1999 respectively                                                                           3.005                3,005
  Additional paid-in capital                                                                         5,852,005            5,852,005
  Retained earnings (Deficit)                                                                       (3,145,356)          (3,219,290)
                                                                                                     ---------              -------

          Total stockholders' equity                                                                 2,709,654            2,635,720
                                                                                                     ---------              -------

          Total liabilities and stockholders' equity                                               $ 3,638,850          $ 3,327,079
                                                                                                   ===========         ===========

</TABLE>












     The accompanying notes are an integral part of these consolidated financial
statements

                                      F-3
<PAGE>
             MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                                                     Year Ended
                                                                                       March 31,                 March 31,
                                                                                          2000                     1999
                                                                                    -----------------     ------------------------
                                                                                                                (Restated)
                                                                                                                 (Note 9)
<S>                                                                                    <C>                   <C>
    Net sales                                                                          $  2,168,534          $   3,420,191
                                                                                       ------------          -------------
    Cost of sales                                                                         1,527,970              2,211,048
                                                                                       ------------          -------------
    Gross profit                                                                            640,564              1,209,143
                                                                                       ------------          -------------
    Operating expenses:
         Operating expenses                                                                 650,311              1,062,015

         Depreciation and amortization                                                          645                    705
                                                                                       ------------          -------------
                   Total operating expenses                                                 650,956              1,062,720
                                                                                       ------------          -------------
                   Operating  income (loss)                                                 (10,392)               146,423
                                                                                       ------------          -------------

                   Other income:
                              Interest and other income                                      55,066                 90,242

                   Other expenses:
                              Loss on investment of subsidiary                                    -               (383,986)
                                                                                       ------------          -------------

    (Loss) before Minority interests                                                         44,674               (147,321)


       Minority interest in net (loss) of consolidated subsidiary (Note 5)                   29,620                122,007
                                                                                       ------------          -------------

    Net (loss)                                                                         $     73,934          $   (25,314)
                                                                                       ============          =============

    Calculation of basic and diluted common share and share equivalents:

    Basic and diluted loss per common share and share equivalents                      $        .02          $       (.01)
                                                                                       ============          =============

    Weighted average number of common shares outstanding                                  3,005,000              3,005,000
                                                                                       ============          =============

</TABLE>



     The accompanying notes are an integral part of these consolidated financial
statements

                                      F-4
<PAGE>
             MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARY

                        STATEMENT OF STOCKHOLDERS' EQUITY
                     For the Years Ended March 31, 1999 and
                                 March 31, 2000

<TABLE>
<CAPTION>
                                                   Shares               Common Stock              Paid-in             Accumulated
                                                 Outstanding               Amount                 Capital               Deficit
                                              ------------------    ---------------------     ----------------    ------------------

<S>              <C> <C>                              <C>                     <C>                 <C>                   <C>
  Balance, March 31, 1998                             3,005,000               3,005               $5,852,005            (3,193,976)

  Net loss for the year ended
     March 31, 1999                                                                                                        (25,314)
                                              ------------------    ---------------------     ----------------    ------------------

  Balance, March 31, 1999                             3,005,000               3,005                5,852,005            (3,219,290)

  Net loss for the year ended
     March 31, 2000
                                                                                                                            73,934
                                              ------------------    ---------------------     ----------------    ------------------

  Balance, March 31, 2000                             3,005,000              $3,005               $5,852,005           $(3,145,356)
                                              ==================    =====================     ================    ==================

</TABLE>








     The accompanying notes are an integral part of these consolidated financial
statements


                                      F-5
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
<TABLE>
<CAPTION>
                                                                                      Year Ended
                                                                   ---------------------------------------------
                                                                                 March 31,    March 31,
                                                                                   2000         1999
                                                                                ---------    ---------
                                                                                             (Restated)
                                                                                               (Note 9)

   CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>          <C>
Net income (loss) ...........................................................   $  73,934    $ (25,314)
                                                                                ---------    ---------

Adjustments to  reconcile  net loss to cash  (used)  provided  for  operating
   activities:
   Depreciation and amortization ............................................         645          705
   Loss on investment of subsidiary .........................................           -      383,986
   Minority interests in net losses of subsidiaries .........................     (29,260)    (122,007)
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable ...............................      37,399     (268,296)
   (Increase) decrease in advances to supplier ..............................    (262,573)    (474,572)
   (Increase) decrease in Merchandise inventories ...........................      89,000      (32,743)
   (Increase) decrease in prepaid expenses and other current assets .........        (101)           -
   (Increase) decrease in deposits and other assets .........................      (6,958)     (14,733)

   Increase (Decrease) in accounts payable ..................................     (10,325)     476,095
   Increase (Decrease) in accrued expenses and liabilities ..................      43,421      (59,380)
                                                                                ---------    ---------

          Total adjustments .................................................    (138,752)    (110,945)
                                                                                ---------    ---------

          Net cash provided by operating activities .........................     (64,818)    (136,259)
                                                                                ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in property and equipment ..........................................      (2,463)      (2,814)
Investment in subsidiary ....................................................     (42,552)    (100,000)
                                                                                ---------    ---------

          Net cash provided by (used for) investing activities ..............   $ (45,015)   $(102,814)
                                                                                ---------    ---------

</TABLE>








     The accompanying notes are an integral part of these consolidated financial
statements


                                      F-6
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
<TABLE>
<CAPTION>
                                                           Year Ended
                                                     ---------------------------
                                                        March 31,    March 31,
                                                          2000         1999
                                                      ----------   ----------
                                                                    (Restated)
                                                                     (Note 9)


  CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                                   <C>          <C>
  Loans and advances-affiliates ...................   $  234,000   $  238,000
                                                      ----------   ----------

          Net cash provided by financing activities      234,000      238,000
                                                      ----------   ----------

NET INCREASE (DECREASE) IN CASH ...................      124,167       (1,073)
                                                      ----------   ----------
Cash, beginning of period .........................      984,999      986,072
                                                      ----------   ----------

Cash, end of period ...............................   $1,109,166   $  984,999
                                                      ==========   ==========

Supplemental disclosure of cash flow information:
Interest paid .....................................   $        -   $        -
                                                      ==========   ==========
Taxes paid ........................................   $   11,432   $    2,150
                                                      ==========   ==========

</TABLE>












     The accompanying notes are an integral part of these consolidated financial
statements



                                      F-7
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  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 Holding  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 June 1994,
               the Company acquired 55% of the outstanding  shares of the common
               stock of American Eagle Industries Corp., which had acquired 100%
               of the outstanding shares of Match II, Inc.

                    In January 1997,  the Company  terminated  its financing and
               business  relationships with these  subsidiaries.  Both companies
               had ceased operating activities in September 1996.

                    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. U.S.  Apparel began  operations in
               January 1997.

                    In 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 was at a price of $.28 per share ($.01
               above  the  closing  price on  December  31,  1997)  representing
               payment for $1,000,000  loaned to United Textiles 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 is a company that 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 March 1998, United Textiles,  having sustained continuous
               losses, discontinued operating activities.


                                      F-8
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  DESCRIPTION OF COMPANY (continued):

                  Nature of Relationship with Affiliates:

                    As described in the following footnotes, the Company engages
               in transactions with affiliated entities, many of which are under
               common  control.  These entities and the nature of the affiliates
               are as follows:

                         Affiliates Under Common Control
                    Name of Entity and Nature of Affiliation

                    U.S. Stores Corp. ("U.S.  Stores"):  A private company whose
               president is Ilan Arbel,  who is also a director.  Parent company
               of the Company.

                    European American Capital Foundation ("EACF"): Foundation of
               which Ilan Arbel and/or his relatives  is/are  officer(s)  and/or
               director(s). EACF is the sole stockholder/beneficiary of Frampton
               Industries, Ltd. and ABC Fund, Ltd., and the majority stockholder
               of American Telecom, PLC.

                    European American Capital  Corporation  ("EACC"):  Entity of
               which Ilan Arbel and/or his relatives  is/are  officer(s)  and/or
               director(s).

                    Frampton  Industries,  Ltd.  ("Frampton"):  Entity  which is
               wholly owned by EACF.

                    American Telecom PLC: Entity which is 80% owned by EACF.

                    ABC Fund,  Ltd.  ("ABC"):  Entity  which is wholly  owned by
               EACF.

                                Other Affiliates
                         Name and Entity of Affiliation

                    ZD Group, L.L.C.  ("ZD"): ZD is a New York limited liability
               company,  the  beneficiary  of which is a member of the family of
               the Company's President.

                    European   Ventures   Corp.   ("EVC"):   Parent  company  of
               Shopnet.com. Ilan Arbel is the president.

                    Shopnet.com ("Shopnet"):  The Chairman of Play Co. (who is a
               relative  of the  Company's  President)  is the  President  and a
               Director of Shopnet.


                                      F-9
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS



NOTE 1.  DESCRIPTION OF COMPANY (continued):

                  Nature of Relationship with Affiliates (continued):

                         Breaking Waves, Inc. ("BWI"): This entity is the wholly
                    owned  subsidiary of Shopnet and also owns 25% of Play Co.'s
                    Common  Stock.  The president of BWI is also the Chairman of
                    the Board of Play Co. and a relative of Ilan Arbel.

                         The following chart  graphically  depicts the Company's
                    ownership  structure  at March 31,  2000 for those  entities
                    under common control:

                       Europe American Capital Foundation
                 / /                   ||               \\
                / /                    \/                \\
Frampton Industries (100%) American Telecom PLC (80%)    ABC Fund, Ltd. (100%)
                                     (100%)
                                       ||
                                       \/
                                U.S. Stores Corp.
                                     (62.0%)
                                       ||
                                       \/
                     Multimedia Concepts International, Inc.
                                     (78.5%)                    \\
                                       ||                        \\
                                       \/                       (100%)
                          United Textiles & Toys Corp.        U.S. Apparel Corp.


NOTE 2.  BASIS OF PRESENTATION:

                  In May 1998, the Company's  Board of Directors voted to change
                  the end of the Company's  fiscal year from  September  30th to
                  March 31st.



                                      F-10
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS



NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

a.       Principles of Consolidation:

                         The  consolidated   financial  statements  include  the
                    accounts of the Company and its  subsidiaries,  U.S. Apparel
                    Corp.,   United   Textiles  and  Toys  Corp.   All  material
                    intercompany  balances and transactions have been eliminated
                    in consolidation.

b.       Uses of Estimates:

                         The  preparation of financial  statements in conformity
                    with  generally  accepted  accounting   principles  requires
                    management to make estimates and assumptions that affect the
                    reported  amounts of assets and liabilities,  revenues,  and
                    expenses and disclosure of contingent assets and liabilities
                    at the  date of the  financial  statements.  Actual  amounts
                    could differ from those estimates.

c.       Concentration of Credit Risk:

                         Financial  instruments  that  potentially  subject  the
                    Company to concentration of credit risk consist primarily of
                    cash and accounts receivable.

                         The Company maintains,  at times, deposits in federally
                    insured  financial   institutions  in  excess  of  federally
                    insured limits. Management attempts to monitor the soundness
                    of the  financial  institutions  and believes the  Company's
                    risk is  negligible.  Concentration  with regard to accounts
                    receivable  are limited due to the Company's  large customer
                    base.

d.       Merchandise Inventories:

                         Merchandise inventories are stated at the lower of cost
                    (first-in, first-out method - "FIFO") or market.

e.       Fair Value of Financial Instruments:

                         The  carrying   amount  of  the   Company's   financial
                    instruments,   consisting  of  cash,  accounts   receivable,
                    accounts  payable,  and  borrowings  approximate  their fair
                    value.


                                      F-11
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS



NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):

f.       Fixed Assets and Depreciation:

                         Property   and   equipment   is   recorded   at   cost.
                    Depreciation   and   amortization  are  provided  using  the
                    straight-line  method over the estimated  useful lives (3-15
                    years) of the related  assets.  Leasehold  improvements  are
                    amortized  over the lesser of the related lease terms or the
                    estimated useful lives of the improvements.  Maintenance and
                    repairs are charged to operations as incurred.

g.       Statements of Cash Flows:

                         For the purpose of the  statements  of cash flows,  the
                    Company  considers all highly liquid  investments  purchased
                    with an original maturity of three months or less to be cash
                    equivalents.

h.       Revenue Recognition:

                         The Company and its subsidiaries recognize revenue upon
                    shipment  of  finished  goods to  customers.  All  sales are
                    pursuant  to firm  contracts,  with no title to  merchandise
                    passing  at  shipping.   Sales  returns  and  discounts  are
                    reflected  in net  sales  and  historically  have  not  been
                    significant.

i.       Income Taxes:

                         The Company  accounts  for income  taxes in  accordance
                    with  Statement  of  Financial  Standards  (SFAS)  No.  109,
                    Accounting  for  Income  Taxes.  Deferred  income  taxes are
                    recognized  based  upon the  differences  between  financial
                    statement  and income  tax bases of assets  and  liabilities
                    using  enacted  rates in  effect  for the year in which  the
                    differences  are expected to reverse.  Valuation  allowances
                    are established,  when necessary, to reduce the deferred tax
                    assets to the amount expected to be realized.  The provision
                    for income taxes  represents  the tax payable for the period
                    and the change  during the period in deferred tax assets and
                    liabilities, including the effect of change in the valuation
                    allowance, if any.


                                      F-12
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS



NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued):


j.       Net Loss Per Share

                         During the three-month  period ended December 31, 1997,
                    the Company adopted the provisions of SFAS No. 128, Earnings
                    Per Share,  which  requires  the  disclosure  of "basic" and
                    "diluted"  earnings (loss) per share.  Basic earnings (loss)
                    per share is computed by dividing net income (loss),  by the
                    weighted  average  number  of  common  shares   outstanding.
                    Diluted  earnings (loss) per share is similar in calculation
                    except that the weighted  average number of common shares is
                    increased  to reflect  the effects of  potential  additional
                    shares that would result from the exercise of stock  options
                    or other convertible  instruments.  For the year ended March
                    31, 2000,  there is no difference  between basic and diluted
                    loss per common share.

k.       Impairment of Long-Lived Assets:

                         SFAS  No.  121,   Accounting   for  the  Impairment  of
                    long-lived  Assets and long-lived  Assets to be Disposed Of,
                    requires  that  long-lived  assets and certain  identifiable
                    intangibles to be held and used by an entity by reviewed for
                    impairment  whenever  events  or  changes  in  circumstances
                    indicate  that the  carrying  amount of an assets may not be
                    recoverable.  The  Company  adopted  SFAS No. 121  effective
                    April 1, 1997.  There was no impact of such  adoption on the
                    Company's financial condition and results of operations.

l.       Effect of New Accounting Pronouncements:

                         In June 1997,  the FSAB issued SFAS No. 130,  Reporting
                    Comprehensive  Income. This statement  establishes standards
                    for  reporting and display of  comprehensive  income and its
                    components  (revenues,  expenses,  gains and  losses)  in an
                    entity's  financial  statements.  This statement requires an
                    entity to classify  items of other  comprehensive  income by
                    their  nature  in a  financial  statement  and  display  the
                    accumulated balance of other comprehensive income separately
                    from retained earnings and additional paid-in-capital in the
                    equity  section of a statement of financial  position.  This
                    pronouncement, which is effective for fiscal years beginning
                    after  December 15, 1997,  was adopted by the Company during
                    the fiscal year ending March 31, 1999 without  impact to the
                    financial statements for either of the years ended March 31,
                    1999 or 1998.

                                      F-14
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

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

                         On January 20, 1998,  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 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
                    July 18, 1997. The Company's President is also President and
                    a Director  of  American  Telecom.  After this  transaction,
                    American  Telecom  effectively  obtained  beneficial  voting
                    control of the Company and its subsidiaries.

                         In April 1998,  American  Telecom  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.  MINORITY INTEREST IN SUBSIDIARIES:

                         The Company owns a majority  interest (78.5%) in United
                    Textiles.  The minority  interest  liability  represents the
                    minority  shareholders'  portion (21.5%) of United Textiles'
                    equity at March 31, 2000.

NOTE 6.  FIXED ASSETS:

                  Fixed assets consisted of the following:
<TABLE>
<CAPTION>

                                                                                          March 31,               March 31,
                                                                                            2000                     1999
                                                                                     --------------------    ---------------------

<S>                                                                                       <C>                     <C>
                  Furniture, fixtures and equipment                                       $   72,789              $   70,326

                  Less: Accumulated depreciation                                              68,861                  68,217
                                                                                              ------                  ------
             Furniture, fixtures and equipment - Net                                      $    3,928             $     2,109
                                                                                              ======                  ======
</TABLE>


                                      F-14
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS



NOTE 7. INCOME TAXES

                         The  Company  has  available  at March  31,  2000,  for
                    federal   income  tax  purposes,   a  net   operating   loss
                    carryforward of approximately  $5,300,000 and  approximately
                    $5,200,000  for state income tax  purposes.  The Federal and
                    state NOLs are available to offset future taxable income and
                    expire at various  times  through  September  30, 2009.  For
                    Federal and state tax purposes,  the Company's tax year ends
                    on September 30th.



NOTE 8. COMMITMENTS AND CONTINGENCIES

                  Operating Leases:

                         The Company,  until June 1999,  occupied  space at 1410
                    Broadway,  New York,  NY where it shared  office  space with
                    United Textiles and U.S. Apparel.  It vacated these premises
                    and relocated along with United Textiles and U.S. Apparel to
                    1385  Broadway,  New York,  NY.  U.S.  Apparel  is the prime
                    tenant on the lease and has  allowed  the Company and United
                    Textiles to occupy space on a rent-free basis.

                  Year 2000:

                         The Company in 1999  upgraded  its  computer  system by
                    installing a year 2000 upgrade to its software.

                         Although the Company has not  experienced  any problems
                    related  to the year  2000  issues,  the  possibility  still
                    exists that such  problems  might arise  during the calendar
                    year. However,  the effect, if any, of year 2000 problems on
                    the Company's results of operations cannot be estimated with
                    any degree of  certainty  if the  Company or its  affiliated
                    companies, or service providers are not fully compliant.




                                      F-15
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 9.  RESTATEMENT OF AMOUNTS PREVIOUSLY REPORTED

                         The Financial  statements  for the year ended March 31,
                    1999  contain  certain  restatements  of amounts  previously
                    reported.

                         These restatements were the result of a decision by the
                    Company's  subsidiary,  United Textiles to deconsolidate the
                    accounts  of Play Co.  as of March  31,  2000.  At March 31,
                    1999, United Textiles's  percentage of ownership in Play Co.
                    was 45.2%.  Although United Textiles at that date owned less
                    than 51% of Play  Co.'s  outstanding  common  stock,  United
                    Textiles  still  exercised  prerogative of control over Play
                    Co. and  consolidated  the  accounts of Play Co. into United
                    Textiles.









                                      F-16
<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS



NOTE 9.  RESTATEMENT OF AMOUNTS PREVIOUSLY REPORTED (continued)

                         At March 31,  2000,  United  Textiles's  percentage  of
                    ownership  in Play Co. was  reduced to 21.69%.  Accordingly,
                    United Textiles has elected to deconsolidate the accounts of
                    Play Co., and account for its  investment in Play Co. on the
                    equity method of accounting.  Under the equity  method,  the
                    original  investment  is recorded  at cost,  and is adjusted
                    periodically  to  recognize  the  investor's  share  of  the
                    earnings or losses of the investee subsequent to the date of
                    acquisition. Under this method of accounting, the investment
                    generally  cannot be reduced  below zero,  when the investee
                    has operating  losses that exceed the  investment,  at which
                    point the use of the equity method is suspended.

                         United   Textiles  will  resume   accounting   for  the
                    investment in Play Co. under the equity method when Play co.
                    subsequently  reports net income and the net income  exceeds
                    United Textiles's accumulated share of Play Co.'s net losses
                    not recognized  during the period of  discontinuance  of the
                    equity method.

                         United  Textiles's  investment  in Play Co. at cost was
                    $383,986.  United  Textiles's  allocable share of Play Co.'s
                    losses as of March 31, 1999 was $1,127,301. Accordingly, the
                    investment  in Play Co. was reduced to zero on the  restated
                    financial  statements  as of March  31,  1999.  For the year
                    ended March 31, 2000, United  Textiles's  allocable share of
                    Play Co.'s net loss was $3,439,321.

















                                      F-17
<PAGE>
                                   SIGNATURES

     In  accordance  with Section 13 or 15(d) of the  Exchange  Act of 1934,  as
amended  the  Registrant  has  caused  this  report to be signed on its  behalf,
thereunto duly authorized as of the 31st day of July 2000.


                                         MULTIMEDIA CONCEPTS INTERNATIONAL, INC.


                                            By:      /s/ Ilan Arbel
                                                     ---------------------------
                                                     Ilan Arbel, President

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


<S>                                                  <C>                                         <C>
/s/ Ilan Arbel                                       President and Director                      7/31/00
Ilan Arbel                                                                                       Date

/s/ Rivka Arbel                                      Director                                    7/31/00
Rivka Arbel                                                                                      Date

/s/ Yair Arbel                                       Director                                    7/31/00
Yair Arbel                                                                                       Date

</TABLE>