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, 2002

                                       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)


        Delaware                                13-3835325
(State or Other Jurisdiction of         (IRS Employer Identification No.)
Incorporation or Organization)


               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, 2002 were
$1,941,261.

The aggregate market value of the voting stock on July 12, 2002, (consisting of
Common Stock, par value $0.01 per share) held by non-affiliates was
approximately $17,730 based upon the closing price for such Common Stock on said
date ($0.01), as reported by a market maker. On such date, there were 6,454,808
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., a New York corporation ("USAC"). The Company's other subsidiary,
U.S. Biomedical Corp (formerly United Textiles & Toys Corp.) ("U.S. Biomedical")
ceased all operating activities in 1998. The Company and its subsidiaries 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 a 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.

Structure of the Company

The Company owns 3,571,429 (or 78.5%) of the shares of U.S. Biomedical common
stock and 100% of the shares of USAC.

The following chart depicts the Company's ownership structure as of March 31,
2002:


                     Multimedia Concepts International, Inc.
                                     (78.5%)


                             ||               \\
                             \/                \\
                         (78.5%)               (100%)
                                            U.S. Apparel Corp.
                U.S. Biomedical Corp.

U.S. Biomedical Corp.

On January 2, 1998, the Company was issued 3,571,429 shares of common stock of
U.S. Biomedical, 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 U.S.
Biomedical. U.S. Biomedical is a company of which the Company's chief executive
officer, president and a director is also chief executive officer, president and
a director. In addition, such two entities share certain other executive
officers and board members. As a result of the transaction, the Company became
the parent of U.S. Biomedical, owning 78.5% of its outstanding shares of the
common stock.
<PAGE>
On June 6, 2002, the Company entered into an Agreement with U.S. Biomedical and
European American Capital Corp. ("EACC"). Pursuant to the terms of the
Agreement, EACC acquired 3,299,080 shares of common stock of the Company in
exchange for the release by EACC of a debt in the amount of $230,986.59 owed by
U.S. Biomedical to EACC (the "Debt"). In consideration for the issuance of the
3,229,080 shares of common stock, U.S. Biomedical entered into a promissory note
whereby it agreed to pay to the Company the amount of $239,986.59. Due to Mr.
Arbel's position as an executive officer and/or director and/or his direct or
beneficial ownership interest in each of the companies involved in this
transaction, each of the companies are under the common control of Mr. Arbel.

U.S. Biomedical 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, U.S. Biomedical ceased all operating activities.

U.S. Apparel Corp.

In February 1997, the Company formed a wholly-owned subsidiary, USAC, a New York
corporation of which the Company's chief executive officer, president and a
director is the chief executive officer, president and a director.

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 are delivered 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

Sales to K-Mart accounted for 100% of USAC's revenues for the years ended March
31, 2002 and March 31, 2001. 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 all of USAC's sales for the past two fiscal years
have been 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 placed 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, 2002, 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.

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 12, 2002, the Company, including USAC, had two executive officers and
no employees.
<PAGE>
ITEM 2. PROPERTIES

The Company currently occupies office space at 1385 Broadway, Suite 814, New
York, New York 10018. Such facilities are provided to the Company on a rent-free
basis by USAC, a wholly-owned subsidiary of the Company. The lease agreement,
dated June 29, 1999, entered into by USAC calls for a base monthly rent of
$2,904.00 monthly or $34,848.00 per annum through the conclusion of the lease on
June 29, 2002. USAC is presently in negotiations with its landlord to extend its
lease for an additional two years. No agreement has of yet been finalized. USAC
is continuing to pay rennet at the monthly rent of $2,904.

ITEM 3. LEGAL PROCEEDINGS

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

In August 2001, the United States Attorney's Office for the Eastern District of
New York of the United States District Court issued an indictment against Ilan
Arbel and eleven other individuals. The indictment charged Mr. Arbel with
violations related to the issuance, sale and purchase of securities, including
the securities of the Company. Specifically, Mr. Arbel was named in 13 counts of
a 51-count indictment. Mr. Arbel was charged with one count of conspiracy to
commit securities fraud; two counts of securities fraud; one count of conspiracy
to commit money laundering; one count of conspiracy to engage in unlawful
monetary transactions; and eight counts of money laundering. Mr. Arbel has pled
not guilty and intends to vigorously contest the allegations and he believes
that the allegations are without merit. An unfavorable resolution of the matter
could adversely impact the value of the Company's securities, and could prevent
Mr. Arbel from rendering services to, or continuing his affiliation with the
Company.

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 Common Stock and Warrants were quoted on the Nasdaq SmallCap Stock
Market until they were delisted in March 1997. Since April 1997, the Company's
Common Stock and Warrants have been quoted on the OTC Bulletin Board; however,
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. The following table sets forth representative high and low bid
quotes as reported by the OTC Bulletin Board whereon the Company's Common Stock
is quoted, during the periods stated below. 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
           Calendar Period                   Low              High

               2000

<S>  <C>     <C>   <C>                             <C>              <C>
  01/01/00 - 03/31/00                              0.38             1.38
  04/01/00 - 06/30/00                              0.11             0.69
  07/01/00 - 09/30/00                              0.06             0.14
  10/01/00 - 12/31/00                              0.05             0.09

               2001

  01/01/01 - 03/01/01                              0.02             0.50
  04/01/01 - 07/1/01                               0.05             0.41
  07/01/01 - 09/30/01                              0.39             0.03
  10/01/01 - 12/31/01                              0.08             0.04

               2002

  01/01/02 - 03/31/02                              0.07             0.02
  04/01/02 - 06/30/02                              0.03             0.01


----------------------------------    --------------    -------------
</TABLE>

As of July 12, 2002, there were approximately 66 holders of record of the
Company's Common Stock, although the Company believes that there are additional
beneficial owners of shares of Common Stock held in street name. As of June 7,
2002, the number of outstanding shares of the Company's Common Stock was
6,454,808.

Recent Sales of Unregistered Securities

On June 6, 2002, the Company entered into an Agreement with U.S. Biomedical and
European American Capital Corp. ("EACC"). Pursuant to the terms of the
Agreement, EACC acquired 3,299,080 shares of common stock of the Company in
exchange for the release by EACC of a debt in the amount of $230,986.59 owed by
U.S. Biomedical to EACC (the "Debt"). In consideration for the issuance of the
3,229,080 shares of common stock, U.S. Biomedical entered into a promissory note
whereby it agreed to pay to the Company the amount of $239,986.59. Due to Mr.
Arbel's position as an executive officer and/or director and/or his direct or
beneficial ownership interest in each of the companies involved in this
transaction, each of the companies are under the common control of Mr. Arbel.
Such issuance was made pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.
<PAGE>
On August 21, 2001, the Company issued 150,000 shares of common stock to Feng
Shui Consulting Inc. for consulting services valued at an aggregate of $10,000.
Such issuance was made pursuant to the exemption provided in Section 4(2) of the
Securities Act for transactions by an issuer not involving a public offering.

The Company sold no other unregistered securities during the fiscal year ended
March 31, 2002.


<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 words "anticipate", "believe", "estimate", "expect",
"objective", and "think" or similar expressions used herein are intended to
identify forward-looking statements. The forward-looking statements are based on
the Company's current views and assumptions and involve risks and uncertainties
that include, among other things, the effects of the Company's business, actions
of competitors, changes in laws and regulations, including accounting standards,
employee relations, customer demand, prices of purchased raw material and parts,
domestic economic conditions, including housing starts and changes in consumer
disposable income , and foreign economic conditions, including currency rate
fluctuations. Some or all of the facts are beyond the Company's control.

         The following discussion and analysis should be read in conjunction
with the consolidated financial statements and related footnotes which provide
additional information concerning the Company's financial activities and
condition.

a.       Principles of Consolidation:

                      The consolidated financial statements include the
                      accounts of the Company, its subsidiaries (U.S. Apparel
                      and U.S. Biomedical, Corp. (Formerly United Textiles &
                      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 due to the relatively short maturity (90 days) of
                      these instruments.

<PAGE>
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.



j.       Net Loss Per Share

                      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 years ended March 31, 2002 and March
                      31, 2001, there were no items of potential dilution that
                      would impact on the computation of diluted earnings per
                      share.

<PAGE>
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. There were
                      no long lived assets impairments recognized by the company
                      for the years ended March 31, 2002 and March 31, 2001.

l.       Effect of New Accounting Pronouncements:

                      In December 1999, the Securities and Exchange
                      Commission issued Staff Accounting Bulletin No. 101 ("SAB
                      No. 101"), Revenue Recognition in Financial Statements,
                      which summarizes certain of the staff's views on revenue
                      recognition. The Company's revenue recognition policies
                      are in accordance with SAB No. 101.

         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,

                                                                 2002                      2001
  Balance Sheet Data:

<S>                                                      <C>                                <C>
  Working capital (Deficit)                              $        (168,769)                 $   271,291

  Total assets                                                    3,844,693                   4,600,125

  Total current liabilities                                       1,514,618                   1,719,995

  Long-term obligations                                                -                     -

  Stockholders' equity                                            2,533,193                   3,068,520

  Operating data:

  Net sales                                                       1,941,261                   3,179,771

  Cost of sales                                                   1,452,015                   2,080,866

  Total operating expenses                                          521,307                     751,062

  Net income (loss)                                              $  545,327)                $   358,866

  Income (loss) per common share                                       (.18)                       .12

  Weighted average shares outstanding                             3,105,000                   3,005,000
</TABLE>
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, 2002 and the year ended March 31, 2001 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 U.S. Biomedical
Corp. (Formerly United Textiles & Toys Corp.).
<PAGE>
     For the year ended March 31, 2002 compared to the year ended March 31, 2001

         Consolidated net sales for the year ended March 31, 2002 were
$1,941,261. This represented a decrease of $1,238,510, or 39% over net sales of
$3,179,771 for the year ended March 31, 2001. The net decrease was due to the
general slow down of the economy.

         Consolidated cost of sales was $1,452,015 for the year ended March 31,
2002 as compared to $2,080,866 for the year ended March 31, 2001. This
represented a decrease of $628,851 or 30%. The decrease can be attributed to the
cost associated with lower sales volume.

         Consolidated operating expenses (total operating expenses less
depreciation and amortization) were $520,367 for the year ended March 31, 2002
as compared to $750,122 for the year ended March 31, 2001. This represented a
decrease of $229,755 or 31%. The decrease can be attributed to the Company's
attempt to better control expenses.

         Depreciation and amortization expense in the years ended March 31, 2002
and March 31, 2001 was $940.

         For the year ended March 31, 2002, subsequent to the adjustment for the
minority interest in the net loss of U.S. Biomedical Corp. (Formerly United
Textiles & Toys Corp.), the Company reported consolidated net loss of $545,327
or $.18 per common share. For the year ended March 31, 2001, subsequent to the
minority interest adjustment, the Company reported consolidated net income of
$358,866 or $.12 per common share.

Liquidity and Capital Resources

         At March 31, 2002 consolidated working capital deficit was $168,769 as
compared to a working capital of $271,291 as of March 31, 2001. This change in
consolidated working capital was largely due to the write-off the investment in
an affiliate, Play Co. Toys & Entertainment Corp. ("Play Co.") during the year
ended March 31, 2002.

         In 1997, the Company acquired 803,070 shares of Play Co.'s Series E
convertible preferred stock. These shares were acquired from an affiliated
company as repayment for outstanding loans made to that company by Multimedia.
In April 2000, the company converted these preferred shares into Play Co. common
stock at the conversion rate of one share of preferred for six shares of common
stock. As a result of this conversion, the Company at April 2000 owned 4,818,420
shares of Play Co.'s common stock. Prior to December 31, 2001, the Company held
a 10.3% minority interest in Play Co. As this investment in Play Co. amounts to
less than 20%, the Company has accounted for this investment on the "cost basis"
method. The Company did not exercise control over Play Co. Play Co. filed for
Chapter 11 protection on March 28, 2001. In August 2001 the case was converted
to a Chapter 7 filing, consequently the Company has written off its investment
as of September 30, 2001 and recognized a loss of $528,000 on this investment.
See Note 11 to the Financial Statements.

         For the year ended March 31, 2002, consolidated operating activities
used $496,767 as compared to the year ended March 31, 2001 in which $775,821 was
used by operating activities. The decrease in the use of funds from operating
activities was due mainly to a reduction in accounts payable payments.


         The Company provided $538,000 in investing activities for the year
ended March 31, 2002 as compared to a usage of $42,552 for the year ended March
31, 2001. The increase is due primarily to the write-off of the investment in
subsidiary account.
<PAGE>
         Consolidated financing activities used funds of $48,228 during the year
ended March 31, 2002 as compared to a generation of $368,381 in funds during the
year ended March 31, 2001.
Liquidity and Capital Resources (continued)

         The primary elements in the use of financing funds was the repayment to
officer offset by additional advances from affiliates.

         As a result, consolidated net cash decreased $6,995 from $7,516 at
March 31, 2001 to $521 at March 31, 2002.

                              For the year ended March 31, 2001 compared to the
year ended March 31, 2000

         Consolidated net sales for the year ended March 31, 2001 were
$3,179,771. This represented a decrease of $1,011,237, or 47% over net sales of
$2,168,534 for the year ended March 31, 2000. The net increase was due to an
increase in orders from the Company's principal customer.

         Consolidated cost of sales was $2,080,866 for the year ended March 31,
2001 as compared to $1,527,970 for the year ended March 31, 2000. This
represented an increase of $552,896 or 36%. The increase can be attributed to
the cost associated with a higher sales volume.

         Consolidated operating expenses (total operating expenses less
depreciation and amortization) were $750,122 for the year ended March 31, 2001
as compared to $638,879 for the year ended March 31, 2000. This represented an
increase of $111,243 or 17.4%. The increase can be attributed to an increase in
travel and promotion costs to generate more sales.

         Depreciation and amortization expense in the year ended March 31, 2001
was $940 as compared to $645 in the year ended March 31, 2000. This represented
an increase of $295.

         For the year ended March 31, 2001, subsequent to the adjustment for the
minority interest in the net loss U.S. Biomedical Corp. (Formerly United
Textiles & Toys Corp.), the Company reported consolidated net income of $358,866
or $.12 per common share. For the year ended March 31, 2000, subsequent to the
minority interest adjustment, the Company reported a restated consolidated net
loss of $73,931 or $.02 per common share.

                   AMENDMENT TO THE ARTICLES OF INCORPORATION

         The Company is proposing an amendment to the Certificate of
Incorporation. This proposal will be submitted to stockholders in July 2002. The
Company is proposing to increase the number of authorized shares of Common Stock
from 40,000,000 to 50,000,000, to authorize the creation of 50,000,000 shares of
"blank check" preferred stock and to change the Company's name from Multimedia
Concepts International, Inc. to International Land & Resort, Inc. The Company
currently has authorized capital stock of 40,000,000 shares and approximately
6,454,808 shares of Common Stock are outstanding as of the Record Date. The
Board believes that the increase in authorized common shares would provide the
Company greater flexibility with respect to the Company's capital structure for
such purposes as additional equity financing, and stock based acquisitions. The
Company anticipates that the "blank check" preferred stock will be designated
into classes as deemed appropriate by the Company in the future.
Change of the Company's Name

        The amendment to the Company's Articles of Incorporation will change the
Company's name from Multimedia Concepts International, Inc. to International
Land & Resort, Inc. The Company is changing its name to International Land &
Resort, Inc. in anticipation of potentially merging with a company in the land
development and resort fields.
<PAGE>
Increase In Authorized Common Stock

         The terms of the additional shares of Common Stock will be identical to
those of the currently outstanding shares of Common Stock. However, because
holders of Common Stock have no preemptive rights to purchase or subscribe for
any unissued stock of the company, the issuance of additional shares of common
Stock will reduce the current stockholders' percentage ownership interest in the
total outstanding shares of Common Stock. This amendment and the creation of
additional shares of authorized common stock will not alter the current number
of issued shares. The relative rights and limitations of the shares of Common
Stock will remain unchanged under this amendment.

         As of the Record Date, a total of 6,454,808 shares of the Company's
currently authorized 40,000,000 shares of Common Stock are issued and
outstanding. The increase in the number of authorized but unissued shares of
Common Stock would enable the Company, without further stockholder approval, to
issue shares form time to time as may be required for proper business purposes,
such as raising additional capital for ongoing operations, business and asset
acquisitions, stock splits and dividends, present and future employee benefit
programs and other corporate purposes.

         The proposed increase in the authorized number of shares of Common
Stock could have a number of effects on the Company's stockholders depending
upon the exact nature and circumstances of any actual issuances of authorized
but unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within limits imposed by applicable law) in
one or more transactions that could make a change in control or takeover of the
Company more difficult. For example, additional shares could be issued by the
Company so as to dilute the stock ownership or voting rights of persons seeking
to obtain control of the Company. Similarly, the issuance of additional shares
to certain persons allied with the Company's management cold have the effect of
making it more difficult to remove the Company's current management by diluting
the stock ownership or voting rights of persons seeking to cause such removal.
The Board of Directors is not aware of any attempt, or contemplated attempt, to
acquire control of the Company, and this proposal is not being presented with
the intent that it be utilized as a type of anti-takeover device.

         There are currently no planed, arrangements, commitments or
understandings for the issuance of the additional shares of Common Stock which
are proposed to be authorized.

         Stockholders do not have any preemptive or similar rights to subscribe
for or purchase any additional share of Common Stock that may be issued in the
future, an therefore, future issuances of Common Stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.

Creation Of Blank Check Preferred Stock

         The amendment to the Company's Certificate of Incorporation, as
amended, will create 15,000,000 authorized shares of "blank check" preferred
stock.

         The term " blank check" refers to preferred stock, the creation and
issuance of which is authorized in advance by the stockholders and the terms,
rights and features of which are determined by the board of directors of the
Company upon issuance. The authorization of such blank check preferred stock
would permit the Board of Directors to authorize and issue preferred stock from
time to tome in one or more series.

         Subject to the provisions of the Company's Certificate of Amendement
and Certificate of Incorporation and the limitations prescribed by law, the
board of directors would be expressly authorized, at its discretion, to adopt
resolutions to issue shares, to fix the number of shares and to change the
number of shares constituting any series and to provide for or change the voting
powers, designations, preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions thereof, including
dividend rights (including whether the dividends are cumulative), dividend
rates, terms of redemption (including sinking fund provisions), redemption
prices, conversion rights and liquidation preferences of the shares constituting
any series of the preferred stock, in each case without any further action or
vote by the stockholders. The board of directors would be required to make any
determination to issue shares of preferred stock based on its judgement as to
the best interests of the Company and its stockholders. The board of directors
is seeking stockholder approval of an amendment to the Articles of Incorporation
which would give the board of directors flexibility, without further
stockholders action, to issue preferred stock on such terms and conditions as
the board of directors deems to be in the best interests of the Company and its
stockholders.
<PAGE>
         The amendment will provide the Company with increased financial
flexibility in meeting future capital requirements by providing another type of
security in addition to its Common Stock, as it will allow preferred stock to be
available for issuance from time to time and with such features as determined by
the board of directors for any proper corporate purpose. It is anticipated that
such purpose may include exchanging preferred stock for Common Stock and,
without limitation, may include the issuance for cash as a means of obtaining
capital for use by the Company, or issuance as part or all of the consideration
required to be paid by the Company for acquisitions of other businesses or
assets.

         Any issuance of preferred stock with voting rights could, under certain
circumstances, have the effect of delaying or preventing a change in control of
the Company by increasing thee number of outstanding shares entitled to vote and
by increasing the number of outstanding shares entitled to vote and by
increasing the number of votes required to approve a change in control of the
Company.

         Shares of voting or convertible preferred stock could be issued, or
rights to purchase such shares could be issued, to render more difficult or
discourage an attempt to obtain control of the Company by means of a tender
offer, proxy contest, merger or otherwise. The ability of the board of directors
to issue such additional shares of preferred stock, with the rights and
preferences it deems advisable, could discourage an attempt by a party to
acquire control of the Company by tender offer or other means. Such issuances
could therefore deprive stockholders of benefits that could result form such an
attempt, such as the realization of a premium over the market price that such an
attempt could cause. Moreover, the issuance of such additional shares of
preferred stock to persons friendly to the board of directors could make it more
difficult to remove incumbent managers and directors from office even if such
change were to be favorable to stockholders generally.

         While the amendment may have anti-takeover ramifications, the board of
directors believes that the financial flexibility offered by the amendment
outweighs any disadvantages. To the extent that the amendment may have
anti-takeover effects, the amendment may encourage persons seeking to acquire
the Company to negotiate directly with the board of directors enabling the board
of directors to consider the proposed transaction in a manner that best serves
the stockholders' interests.

         The Company has no present plans. Arrangements, commitments or
understandings for the issuance of additional shares of Common Stock.

Additionally, the Company will propose to the stockholders for authorization to
effect a Reverse Stock Split pursuant to which each five currently outstanding
shares of Common Stock (the "Old Shares") would be automatically converted into
one share of Common Stock (the "New Shares"). The reason for the Reverse Stock
Split is to increase the per share stock price. The Company believes that if it
is successful in generating interest among such entities, it is anticipated that
the shares of its Common Stock would have greater liquidity and a stronger
investor base.
 No assurance can be given, however, that the market price of the New Shares
will rise in proportion to the reduction in the number of outstanding shares
resulting from the reverse Stock Split. The New Shares issued pursuant to the
Reverse Stock Split will be fully paid and non-assessable. All New Shares will
have the same par value, voting rights and other rights as Old Shares.
Stockholders of the Company do not have preemptive rights to acquire additional
shares of Common Stock, which may be issued.

The one for five Reverse Stock Split is being effectuated by reducing the number
of issued and outstanding shares at the ratio of 5 for 1. This is in addition to
increasing the number of authorized shares of Common Stock of the Company from
40,000,000 to 600,000,000. Accordingly, as a result of the Reverse Stock Split
and the increase in the number of authorized shares of Common Stock, the Company
will have 598,709,038 authorized unissued shares, which shares may be issued in
connection with acquisitions or subsequent financings. There can be no assurance
that the Company will be successful in making any such acquisitions or obtaining
any such financings. In addition, the Reverse Stock Split has potentially
dilutive effects on each of the shareholders. Each of the shareholders may be
diluted to the extent that any of the authorized but unissued shares are
subsequently issued.
<PAGE>
The Reverse Stock Split will not alter any shareholder's percentage interest in
the Company's equity, except to the extent that the Reverse Stock Split results
in any of the Company's shareholders owning a fractional share. In lieu of
issuing fractional shares, the Company will issue to any shareholder who
otherwise would have been entitled to receive a fractional share as a result of
the Reverse Split an additional full share of its common stock.
 The principal effects of the Reverse Stock Split will be that the number of
shares of Common Stock issued and outstanding will be reduced from 6,454,808 to
approximately 1,290,962 and the Company's stated capital will be reduced by
approximately $5,200 and its additional paid-in capital will be increased by
approximately $5,200.

In addition, commencing with the effective date of the Reverse Stock Split, all
outstanding options entitling the holders thereof to purchase shares of the
Company's common stock will entitle such holders to receive, upon exercise of
their options, one-fifth of the number of shares of the Company's common stock
which such holders may purchase upon exercise of their options. In addition,
commencing on the effective date of the Reverse Stock Split, the exercise price
of all outstanding options will be increased fivefold.

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).

<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                 50                         Chief Executive Officer, President, and Director

Rivka Arbel                49                         Vice President and Director

Allean Goode               70                         Secretary and Treasurer

Yair Arbel                 54                         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. Rivka and Yair are married.

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
chief executive officer and president in May 1996. Mr. Arbel has been the
president, chief executive officer, and a director of U.S. Biomedical since
1991. Mr. Arbel was the president, chief executive officer, and a director of
America Toys, Inc. (now known as U.S. Wireless Corp.) ("Atoys") from February
1993 until July 1993 at which time he resigned as president thereof. In March
1995, Mr. Arbel was reelected president of Atoys, a position he held, with his
directorship, until July 1996. Since its inception, in February 1997, Mr. Arbel
has been the president, chief executive officer and a director of USAC. From May
1993 to April 1997, Mr. Arbel was a director of Play Co. Toys & Entertainment
Corp. ("Play Co."), a Delaware Corporation (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 investment and
finance in the United States and Europe. Since 1996, Mr. Arbel has been the
president and a director of USSC. 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 studied economics and business
administration for four years at the University Bar Ilan in Israel.
<PAGE>
Mr. Arbel and several defendants were named in a complaint filed in May 1998 by
the Securities and Exchange Commission ("Commission") alleging fraud and other
violations of the securities laws during 1993 regarding three public companies:
Viral Testing Systems, Inc., LS Capital Corporation and RMS Titanic, Inc.
Simultaneously with the filing of the complaint, the Commission filed a judgment
on consent against Mr. Arbel. Without admitting or denying the allegations of
the complaint, Mr. Arbel and one other named defendant consented to (1)
permanent injunctions against violating Sections 5(a) and 5(c) of the Securities
Act of 1933, as amended ("Securities Act"), and Sections 13(d) and 16(a) of the
Securities Exchange Act ("Exchange Act") and Rules 13d-1, 16a-2, and 16a-3
thereunder, and (2) a joint and several disgorgement obligation of $218,118,
plus prejudgment interest. Mr. Arbel also consented to pay a penalty of $100,000
pursuant to Sections 20(d) of the Securities Act and 21(d)(3) of the Exchange
Act.

In August 2001, the United States Attorney's Office for the Eastern District of
New York of the United States District Court issued an indictment against Ilan
Arbel and eleven other individuals. The indictment charged Mr. Arbel with
violations related to the issuance, sale and purchase of securities, including
the securities of Multimedia. Specifically, Mr. Arbel was named in 13 counts of
a 51-count indictment. Mr. Arbel was charged with one count of conspiracy to
commit securities fraud; two counts of securities fraud; one count of conspiracy
to commit money laundering; one count of conspiracy to engage in unlawful
monetary transactions; and eight counts of money laundering. Mr. Arbel has pled
not guilty and intends to vigorously contest the allegations and he believes
that the allegations are without merit. An unfavorable resolution of the matter
could adversely impact the value of the Company's securities, and could prevent
Mr. Arbel from rendering services to, or continuing his affiliation with the
Company.

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
U.S. Biomedical and from 1995 to present, Mrs. Arbel has been vice president.
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.

Allean Goode has been Secretary and Treasurer of the Company since March
1998. Ms. Goode has been secretary, treasurer, and a director of U.S. Biomedical
since September 1992. Ms Goode was assistant secretary of U.S. Biomedical from
May 1993 until approximately May 1995. From 1991 until September 1992, Ms. Goode
acted as an independent contractor performing bookkeeping services for U.S.
Biomedical. Ms. Goode was secretary, treasurer, and a director of Atoys from
February 1993 until July 1996. From 1981 until 1991, Ms. Goode was employed as
office manager and bookkeeper of Via West Sportswear, a New York based
manufacturer of sportswear.

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.
<PAGE>
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, 2002
was a director, officer, or beneficial owner of more than ten percent of the
Company's Common Stock (which is the only class 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 USSC and Mr. Ilan Arbel who may be deemed to be the
beneficial owner of shares owned by USSC and other entities. See "Security
Ownership of Certain Beneficial Owners and Management." 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 the years ended March 31, 2002, 2001, and 2000 to the named
executive officer 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
  President,  CEO,
 And Director             2002           --         --              --             --             --            --            --
                          2001           --         --              --             --             --            --            --
                          2000           --         --              --             --             --            --            --

</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.

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.

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 described above 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,
<PAGE>
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 parial 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 2000, the Company converted these preferred shares into Play
Co. Common Stock at the conversion rate of one share of preferred for six shares
of Play Co. Common Stock. In March 2001, Play Co. filed for protection under
Chapter 11 of the U.S. Bankruptcy Code. In August 2001, the case was converted
to a chapter 7 filing, consequently the Company has written off its as of
September 30, 2001 and recognized a loss of $528,000 on this investment.

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 $171,120 to
Yu Jin during the fiscal year ended March 31, 2002.



<PAGE>
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.

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 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
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 March 31, 2002, 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(1)                  Beneficially Owned(1)           Beneficially Owned(2)

<S>                                                          <C>                            <C>
Ilan Arbel                                                   --                              --

Yair Arbel                                                   --                              --

Rivka Arbel                                                  --                              --

Officers and Directors as a Group
3 persons)                                                   --                              --

</TABLE>

(1) Unless otherwise indicated, the address for each listed director or officer
is c/o Multimedia Concepts International, Inc. 1385 Broadway, Suite 814, New
York, New York 10018. As used in this table, "beneficial ownership" means the
sole or shared power to vote or direct the voting or to dispose or direct the
disposition of any security. For the purposes of this table, a person is deemed
to be the beneficial owner of securities that can be acquired within 60 days
from March 31, 2002 through the exercise of any option or warrant. Shares of
Common Stock subject to options or warrants that are currently exercisable or
exercisable within 60 days are deemed outstanding for computing the ownership
percentage of the person holding such options or warrants, but are not deemed
outstanding for computing the ownership percentage of any other person. The
amounts and percentages are based upon 3,005,000 shares of common stock
outstanding as of March 31, 2002.
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 20, 1998, U.S. Stores Corp. ("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, taking into account Common Stock owned by USSC
prior to such transactions, 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. As of December 31, 2001, USSC sold its entire
interest in the Company's Common Stock. U.S. Stores' interest were sold to
numerous individual investors, none of whom acquired a significant interest in
the Company.

On June 6, 2002, the Company entered into an Agreement with U.S. Biomedical and
European American Capital Corp. ("EACC"). Pursuant to the terms of the
Agreement, EACC acquired 3,299,080 shares of common stock of the Company in
exchange for the release by EACC of a debt in the amount of $230,986.59 owed by
U.S. Biomedical to EACC (the "Debt"). In consideration for the issuance of the
3,229,080 shares of common stock, U.S. Biomedical entered into a promissory note
whereby it agreed to pay to the Company the amount of $239,986.59. Due to Mr.
Arbel's position as an executive officer and/or director and/or his direct or
beneficial ownership interest in each of the companies involved in this
transaction, each of the companies are under the common control of Mr. Arbel.

The Company currently occupies office space at 1385 Broadway, Suite 814, New
York, New York 10018. Such facilities are provided to the Company on a rent-free
basis by USAC, a wholly-owned subsidiary of the Company. The lease agreement,
dated June 29, 1999, entered into by USAC calls for a base monthly rent of
$2,813.25 monthly or $33,759 per annum through June 2001 and $2,904.00 monthly
or $34,848.00 per annum through the conclusion of the lease on June 29, 2002.



<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, 2002 and March 31, 2001                    F-2
         Consolidated Statements of Operations for the years ended March 31, 2002
         and March 31, 2001                                                                      F-4
         Consolidated Statement of Changes in Stockholders' Equity for the years
         ended March 31, 2002 and March 31, 2001                                                 F-5
         Consolidated Statements of Cash Flows for the years ended March 31, 2002
         and March 31, 2001                                                                      F-6
         Notes to Financial Statements                                                           F-8

</TABLE>
(b) During its last fiscal 2002 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.
10.2                 Agreement dated June 6, 2002 entered by and between U.S. Biomedical Corp., Multimedia
                     Concepts International, Inc. and European American Capital Corporation. (filed
                     herewith).
</TABLE>
<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 12th day of July 2002.

                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.





By:      /s/ Ilan Arbel
             Ilan Arbel, Chief Executive
             Officer and 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                                       Chief Executive Officer         July 12, 2002
Ilan Arbel                                           President and Director              Date


/s/ Rivka Arbel                                      Director                        July 12, 2002
Rivka Arbel                                                                              Date

/s/ Yair Arbel                                       Director                        July 12, 2002
Yair Arbel                                                                               Date


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



                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                        March 31, 2002 and March 31, 2001


                                                                                                Page

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

Consolidated Financial Statements:

         Consolidated Balance Sheets as of March 31, 2002 and March 31,
         2001 (restated)                                                                         F-2

         Consolidated Statements of Operations for the year ended March 31,
          2002 and the  year ended March 31, 2001                                                F-4

         Consolidated Statement of Changes in Stockholder's Equity for
         the year ended  March 31, 2002 and the year ended March 31, 2001                        F-5

         Consolidated Statements of Cash Flows for the year ended March 31,
          2002 and the year ended March 31, 2001 (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, 2002 and March
         31, 2001, and the related statements of operations, stockholders'
         equity, and cash flows for the year ended March 31, 2002 and the year
         ended March 31, 2001.

         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.

         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, 2002 and March 31, 2001, and
         the result of its operations and its cash flows for the year ended
         March 31, 2002 and the year ended March 31, 2001 in conformity with
         generally accepted accounting principles.


         Melville, New York
         June 11, 2002
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                     As of March 31, 2002 and March 31, 2001
<TABLE>
<CAPTION>

                                                                    March. 31,     March 31,
                                                                       2002          2001
                                                                  -----------    -----------
                                                                                 (Restated)
                                                                                  (Note 9)
                                     ASSETS

   CURRENT ASSETS:
<S>                               <C>                             <C>            <C>
  Cash and cash equivalents (Note 3c) .........................   $       521    $     7,516
  Accounts receivable .........................................       246,921        559,420
  Advances to supplier ........................................     1,094,661        890,661
  Inventories (Note 3d) .......................................          --             --
  Prepaid expenses and other current assets ...................         3,746          5,689
  Investment in affiliate (Note 11) ...........................          --          528,000
                                                                  -----------    -----------

          Total current assets ................................     1,345,849      1,991,286
                                                                  -----------    -----------

FURNITURE, FIXTURES AND EQUIPMENT
  Furniture, fixtures and equipment ...........................        72,789         72,789
  Accumulated depreciation on furniture, fixtures and equipment       (70,742)       (69,802)
                                                                  -----------    -----------
  Furniture, fixtures and equipment - Net .....................         2,047          2,987
                                                                  -----------    -----------

OTHER ASSETS:
Due from affiliates ...........................................     2,334,026      2,436,891
Advances to equity affiliate ..................................       140,000        140,000
Deposits and other assets .....................................        22,771         28,961
                                                                  -----------    -----------
          Total other assets ..................................     2,496,797      2,605,852
                                                                  -----------    -----------

          Total assets ........................................   $ 3,844,693    $ 4,600,125
                                                                  ===========    ===========
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                     As of March 31, 2002 and March 31, 2001
<TABLE>
<CAPTION>


                                                                                     March 31,        March 31,
                                                                                       2002             2001
                                                                                    -----------    -----------
                                                                                                    (Restated)
                                                                                                     (Note 9)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
<S>                                                                                 <C>            <C>
Accounts payable ................................................................   $    21,668    $    45,989
Accrued expenses and other current liabilities ..................................       109,112        139,075
Due to officer ..................................................................       531,876        688,256
Due to affiliated company .......................................................       851,962        846,675
                                                                                    -----------    -----------

     Total current liabilities ..................................................     1,514,618      1,719,995
                                                                                    -----------    -----------

          Total liabilities .....................................................     1,514,618      1,719,995
                                                                                    -----------    -----------

MINORITY INTERST IN SUBSIDIARIES ................................................      (203,118)      (188,390)
                                                                                    -----------    -----------

STOCKHOLDERS' EQUITY:
Common stock, $.001 par value; 40,000,000 shares authorized;
   3,155,000 shares issued and outstanding at March 31, 2002 and 3,005,000 shares
  issued and outstanding at March 31, 2001 respectively .........................         3,155         3,005

  Additional paid-in capital ....................................................     5,861,855      5,852,005
  Retained earnings (Deficit) ...................................................    (3,331,817)    (2,786,490)
                                                                                    -----------    -----------

          Total stockholders' equity ............................................     2,533,193      3,068,520
                                                                                    -----------    -----------

          Total liabilities and stockholders' equity ............................   $ 3,844,693    $ 4,600,125
                                                                                    ===========    ===========
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                 Year Ended
                                                                            March 31,     March 31,
                                                                              2002          2001
                                                                                         (Restated)
                                                                                          (Note 9)

<S>                                                                      <C>            <C>
Net sales ............................................................   $ 1,941,261    $ 3,179,771
                                                                         -----------    -----------

Cost of sales ........................................................     1,452,015      2,080,866
                                                                         -----------    -----------

Gross profit .........................................................       489,246      1,098,905
                                                                         -----------    -----------
Operating expenses:
     Operating expenses ..............................................       520,367        750,122
     Depreciation and amortization ...................................           940            940
                                                                         -----------    -----------

               Total operating expenses ..............................       521,307        751,062
                                                                         -----------    -----------

               Operating  income (loss) ..............................       (32,061)       347,843
                                                                         -----------    -----------
               Other income:
                          Interest and other income ..................             6          2,984

               Other expenses:
                          Interest expense ...........................          --          (19,326)
                                                                         -----------    -----------
Income (loss)  before loss on investment in affiliated company and
  Minority interests .................................................       (32,055)       331,501

Loss on investment in affiliated company  (Note 11) ..................      (528,000)          --
                                                                         -----------    -----------
Loss before minority interests .......................................      (560,055)

   Minority interest in net (loss) of consolidated subsidiary (Note 5)
                                                                              14,728         37,124
                                                                         -----------    -----------

Income (loss) before taxes ...........................................      (545,327)       368,625

Provision for income taxes ...........................................          --            9,759
                                                                         -----------    -----------

Net income ...........................................................   $  (545,327)   $   358,866
                                                                         ===========    ===========

Calculation of basic and diluted common share and share equivalents:

Basic and diluted loss per common share and share equivalents ........   $      (.18)   $       .12
                                                                         ===========    ===========

Weighted average number of common shares outstanding .................     3,105,000      3,005,000
                                                                         ===========    ===========
</TABLE>

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

                        STATEMENT OF STOCKHOLDERS' EQUITY
              For the Years Ended March 31, 2002 and March 31, 2001
<TABLE>
<CAPTION>






                                                   Shares               Common Stock               Paid-in              Accumulated
                                                 Outstanding               Amount                  Capital                Deficit
                                              ------------------    ---------------------     ------------------     ---------------

<S>              <C> <C>                              <C>              <C>                           <C>               <C>
  Balance, March 31, 2000                             3,005,000        $    3,005                    $5,852,005        $ (3,145,356)

  Net loss for the year ended
     March 31, 2001                                                                                                         358,866
                                              ------------------    ---------------------     ------------------     ---------------

  Balance, March 31, 2001                             3,005,000            3,005                      5,852,005          (2,786,490)

  Issuance of 150,000 shares per
  Consulting agreement (Note 12)                        150,000                 150                       9,850

  Net income for the year ended
     March 31, 2002                                                                                                        (545,327)
                                              ------------------    ---------------------     ------------------     ---------------
                                                      3,155,000        $    3,155                    $5,861,855         $(3,331,817)


</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements

<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash
<TABLE>
<CAPTION>

                                                                                  Year Ended
                                                                             March 31,    March 31,
                                                                                2002         2001
                                                                                         (Restated)
                                                                                          (Note 9)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                       <C>            <C>
Net income (loss) .....................................................   $  (545,327)   $   358,866
                                                                          -----------    -----------

Adjustments to reconcile net loss to cash (used) provided for operating
   activities:
   Depreciation and amortization ......................................           940            940
   Minority interests in net losses of subsidiaries ...................       (14,728)       (37,124)
Changes in assets and liabilities:
   (Increase) decrease in accounts receivable .........................       312,499         (2,829)
   (Increase) decrease in advances to supplier ........................      (204,000)      (156,345)
   (Increase) decrease in Merchandise inventories .....................          --             --
   (Increase) decrease in prepaid expenses and other current assets ...         1,943           --
   (Increase) decrease in deposits and other assets ...................         6,190           --
   Increase (Decrease) in accounts payable ............................       (24,321)      (949,650)
   Increase (Decrease) in accrued expenses and liabilities ............       (29,963)        10,321
                                                                          -----------    -----------

          Total adjustments ...........................................        48,560     (1,134,687)
                                                                          -----------    -----------

          Net cash provided by operating activities ...................      (496,767)      (775,821)
                                                                          -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Issuance of common stock  (Note 12) ...................................        10,000           --
Write down of investment in affiliated company ........................       528,000         42,552
                                                                          -----------    -----------

          Net cash provided by (used for) investing activities ........   $   538,000    $    42,552
                                                                          -----------    -----------


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

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                           Increase (Decrease) in Cash

<TABLE>
<CAPTION>
                                                                                                             Year Ended
                                                                                                ------------------------------------
                                                                                                  March 30,             March 31,
                                                                                                     2002                 2001
                                                                                                ---------------     ----------------
                                                                                                                       (Restated)
                                                                                                                        (Note 9)


      CASH FLOWS FROM FINANCING ACTIVITIES:
<S>                                                                                                <C>              <C>
      Due to officer                                                                               $ (156,380)      $       318,573
        Loans and advances-affiliates                                                                108,152               (686,954)
                                                                                                ---------------     ----------------


                Net cash provided by financing activities                                             (48,228)             (368,381)
                                                                                                ---------------     ----------------

      NET INCREASE (DECREASE) IN CASH                                                                  (6,995)           (1,101,650)
                                                                                                ---------------     ----------------
      Cash, beginning of period                                                                         7,516             1,109,166
                                                                                                ---------------     ----------------

      Cash, end of period                                                                       $          521      $         7,516
                                                                                                ===============     ================

      Supplemental disclosure of cash flow information:
      Interest paid                                                                             $         -         $            -
                                                                                                ===============     ================
      Taxes paid                                                                                $         -         $        30,483
                                                                                                ===============     ================

</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements
<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 U.S. Biomedical Corp.
                  (Formerly United Textiles and Toys, Corp.), (U.S. Biomedical)
                  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 U.S. Biomedical by the Company. As a
                  result of this transaction, the Company owns 78.5% of the
                  outstanding shares of common stock of U.S. Biomedical,
                  effectively making U.S. Biomedical a subsidiary of the
                  Company.

                  U.S. Biomedical 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, U.S. Biomedical, having sustained continuous
                  losses, discontinued operating activities.

<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


                  The following chart graphically depicts the Company's
                  ownership structure at March 31, 2002 for those entities under
                  common control:

                    Multimedia Concepts International, Inc.
                        ||                              |\
                      (78.5%)                         (100%)
                U.S. Biomedical Corp.           U.S. Apparel
                Formerly United Textiles
                & Toys 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.


NOTE 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

a.       Principles of Consolidation:

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


<PAGE>
            MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


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


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 due to the relatively short maturity (90 days) of
                      these instruments.

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.

<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

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


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.

j.       Net Loss Per Share

                      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 years ended March 31, 2002 and March
                      31, 2001, there were no items of potential dilution that
                      would impact on the computation of diluted earnings per
                      share.
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


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


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. There were
                      no long lived assets impairments recognized by the company
                      for the years ended March 31, 2002 and March 31, 2001.

l.       Effect of New Accounting Pronouncements:

                      In December 1999, the Securities and Exchange
                      Commission issued Staff Accounting Bulletin No. 101 ("SAB
                      No. 101"), Revenue Recognition in Financial Statements,
                      which summarizes certain of the staff's views on revenue
                      recognition. The Company's revenue recognition policies
                      are in accordance with SAB No. 101.


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.

                  In December 2001, U.S. Stores divested its ownership interest
                  in the Company. The Shares were sold to numerous individual
                  investors, none of whom acquired a significant interest in the
                  Company.


NOTE 5.  MINORITY INTEREST IN SUBSIDIARIES:

                  The Company owns a majority interest (78.5%) in U.S.
                  Biomedical (Formerly United Textiles & Toys Corp.). The
                  minority interest liability represents the minority
                  shareholders' portion (21.5%) of U.S. Biomedical's (Formerly
                  United Textiles & Toys Corp.) equity at March 31, 2002.

<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6.  FIXED ASSETS:

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

                                                                                            March 31,           March 31,
                                                                                              2002                 2001
                                                                                         ----------------    -----------------

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

                  Less: Accumulated depreciation                                                (70,742)               69,802
                                                                                         ----------------    -----------------
                  Furniture, fixtures and equipment - Net                                $       2,047               $  2,987
                                                                                         ================    =================
</TABLE>
NOTE 7.           INCOME TAXES

                  The components of the deferred tax assets and liabilities are
                  as follows:
<TABLE>
<CAPTION>


                                                                                  March 31,            March 31,
                                                                                    2002                  2001
                                                                              ------------------    -----------------
         Deferred tax assets:

<S>                                                                              <C>                <C>
         Net operating loss carryforwards                                        $5,345,395         $  5,293,446
                                                                              ------------------    -----------------

         Gross deferred tax assets                                                5,345,395            5,293,446

         Deferred tax liabilities:

         State income taxes                                                        (495,631)            (214,597)
                                                                              ------------------    -----------------

         Net deferred tax assets before valuation allowances                      4,849,764            5,078,849

         Valuation allowance                                                     (4,849,764)          (5,078,849)
                                                                              ------------------    -----------------

         Net deferred tax assets                                              $           0         $          0
                                                                              ==================    =================
</TABLE>
                           At March 31, 2002 and March 31, 2001, the Company
                  established a 100% valuation allowance for the net deferred
                  tax assets, as management could not determine that it was more
                  likely than not that the deferred tax assets could be
                  realized. The change in valuation allowance amounted to
                  $229,085 for the year ended March 31, 2002.
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 7.           INCOME TAXES (CONTINUED)

                  As of March 31, 2002, the Company has available Federal net
                  operating loss carryforwards (NOLS) totaling approximately
                  $5,2933,446 which expire at various times through September
                  30, 2011 and $51,949 which expire at various times through
                  September 2016. For State and local purposes, the Company has
                  available NOLS For Federal and State tax purposes, the
                  Company's tax year ends on September 30th. approximating
                  $5,259,742 which expire at various times through September 30,
                  2011.

                  Utilization of the NOLS may be limited pursuant to Internal
                  Revenue Code Section 382 should significant changes to the
                  existing ownership of the Company occur.

                  A reconciliation of Income taxes computed at the Federal
                  statutory rate as compared to income tax expense at the
                  effective income tax rate is as follows:
<TABLE>
<CAPTION>

                                                                                   March 31,            March 31,
                                                                                      2002                2001
                                                                                -----------------    ----------------

<S>                                                                                      <C>                 <C>
                  Federal statutory income tax (benefit) rate                            (34.0)%             (34.0)%

                  State tax benefit, net of Federal liability                            (12.2)%             (12.2)%

                  Net change in  valuation allowance                                       46.2%               46.2%

                  Effective income tax (benefit) rate                                     ( - )%              ( - )%

</TABLE>

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
                    U.S. Biomedical (Formerly United Textiles & Toys Corp.) 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 U.S. Biomedical (Formerly United
                    Textiles & Toys Corp.) to occupy space on a rent-free basis.
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

NOTE 8.           COMMITMENTS AND CONTINGENCIES

                  Operating Leases: (continued)

                  The lease agreement dated June 29, 1999, entered into by U.S.
                  Apparel called for a base monthly rent of $2,813.25 or
                  $33,759.00 per annum through June 2001 and $2,904.00 monthly
                  or $34,848.00 per annum through the conclusion of the lease,
                  which ends June 29, 2002.

                  U.S. Apparel was  obligated under this lease through June 29,
                  2002.0

                  U.S. Apparel is presently in negotiations with his
                  landlord to extend the lease for an additional two years No
                  agreement has of yet been finalized. U.S. Apparel is
                  continuing to pay rent at the monthly rate of $2,904.

                  The rental expense for the year ended March 31, 2002 for this
                  lease was $37,421.


NOTE 9.  RESTATEMENT OF AMOUNTS PREVIOUSLY REPORTED

                  The financial statement for the year ended March 31, 2001
                  contain restatements and reclassifications of amounts
                  previously reported.


NOTE 10. LITIGATION INVOLVING THE COMPANY'S PRESIDENT

                  In August 2001, the United States Attorney's Office for the
                  Eastern District of New York of the United States District
                  Court issued an indictment against the Company's president
                  Ilan Arbel and eleven other individuals. The indictment
                  charged Mr. Arbel with violations related to the issuance,
                  sale and purchase of securities, including the securities of
                  the Company.

                  Specifically, Mr. Arbel was named in 13 counts of a 51-count
                  indictment. Mr Arbel was charged with one count of conspiracy
                  to commit securities fraud; two counts of securities fraud; on
                  count of conspiracy to commit money laundering; one count of
                  conspiracy to engage in unlawful monetary transactions. And
                  eight counts of money laundering.

                  Mr. Arbel has pled not guilty and intends to vigorously
                  contest the allegations and he believes that the allegations
                  are without merit. An unfavorable resolution of the matter
                  could adversely impact the value of the Company's securities,
                  and could prevent Mr. Arbel form rendering services to, or
                  continuing his affiliation with the Company.

<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 11. INVESTMENT IN PLAY CO.

                  In 1997, the Company acquired 803,070 shares of Play Co.'s
                  Series E convertible preferred stock. These shares were
                  acquired from an affiliated company as a partial repayment for
                  outstanding loans made to that company by Multimedia. In April
                  2000, the company converted these preferred shares into Play
                  Co. common stock at the conversion rate of one share of
                  preferred for six shares of common stock. As a result of this
                  conversion, the Company at April 2000 owned 4,818,420 shares
                  of Play Co.'s common stock. Prior to December 31, 2001, the
                  Company held a 10.3% minority interest in Play Co. As this
                  investment in Play Co. amounts to less than 20%, the Company
                  has accounted for this investment on the "cost basis" method.
                  The Company did not exercise control over Play Co. Play Co.
                  filed for Chapter 11 protection on March 28, 2001. In August
                  2001 the case was converted to a Chapter 7 filing,
                  consequently the Company has written off its investment as of
                  September 30, 2001 and recognized a loss of $528,000 on this
                  investment.

NOTE 12. CONSULTING AGREEMENT

                  On August 21, 2001, the Company entered into a consulting
                  agreement with Feng Shui Consulting Inc., whereby Feng Shui
                  for a fee of $10,000 will provide business consulting to the
                  Company. As consideration for these services, the Company
                  issued 150,000 shares of it common stock as payment for these
                  services.


NOTE 13. SUBSEQUENT EVENTS

                  Amendment To The Articles Of Incorporation

                  The Company is proposing an amendment to the Certificate of
                  Incorporation. This proposal will be submitted to stockholders
                  in July 2002. The Company is proposing to increase the number
                  of authorized shares of Common Stock from 40,000,000 to
                  50,000,000, to authorize the creation of 50,000,000 shares of
                  "blank check" preferred stock and to change the Company's name
                  from Multimedia Concepts International, Inc. to International
                  Land & Resort, Inc. The Company currently has authorized
                  capital stock of 40,000,000 shares and approximately 6,454,808
                  shares of Common Stock are outstanding as of the Record Date.
                  The Board believes that the increase in authorized common
                  shares would provide the Company greater flexibility with
                  respect to the Company's capital structure for such purposes
                  as additional equity financing, and stock based acquisitions.
                  The Company anticipates that the "blank check" preferred stock
                  will be designated into classes as deemed appropriate by the
                  Company in the future.
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 13. SUBSEQUENT EVENTS (CONITNUED)

                  Change of the Company's Name

                  The amendment to the Company's Articles of
                  incorporation will change the Company's name from Multimedia
                  Concepts International, Inc. to International Land & Resort,
                  Inc. The Company is changing its name to International Land
                  & Resort, Inc. in anticipation of potentially merging with a
                  company in the land development and resort fields.

                  Increase In Authorized Common Stock

                  The terms of the additional shares of Common Stock will be
                  identical to those of the currently outstanding shares of
                  Common Stock. However, because holders of Common Stock have no
                  preemptive rights to purchase or subscribe for any unissued
                  stock of the company, the issuance of additional shares of
                  common Stock will reduce the current stockholders' percentage
                  ownership interest in the total outstanding shares of Common
                  Stock. This amendment and the creation of additional shares of
                  authorized common stock will not alter the current number of
                  issued shares. The relative rights and limitations of the
                  shares of Common Stock will remain unchanged under this
                  amendment.

                  As of the Record Date, a total of 6,454,808 shares of the
                  Company's currently authorized 40,000,000 shares of Common
                  Stock are issued and outstanding.

                  The increase in the number of authorized but unissued shares
                  of Common Stock would enable the Company, without further
                  stockholder approval, to issue shares form time to time as may
                  be required for proper business purposes, such as raising
                  additional capital for ongoing operations, business and asset
                  acquisitions, stock splits and dividends, present and future
                  employee benefit programs and other corporate purposes.

                  The proposed increase in the authorized number of shares of
                  Common Stock could have a number of effects on the Company's
                  stockholders depending upon the exact nature and circumstances
                  of any actual issuances of authorized but unissued shares.

                  The increase could have an anti-takeover effect, in that
                  additional shares could be issued (within limits imposed by
                  applicable law) in one or more transactions that could make a
                  change in control or takeover of the Company more difficult.

<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 13. SUBSEQUENT EVENTS (CONITNUED)

                  Increase In Authorized Common Stock (Continued)

                  For example, additional shares could be issued by the Company
                  so as to dilute the stock ownership or voting rights of
                  persons seeking to obtain control of the Company. Similarly,
                  the issuance of additional shares to certain persons allied
                  with the Company's management cold have the effect of making
                  it more difficult to remove the Company's current management
                  by diluting the stock ownership or voting rights of persons
                  seeking to cause such removal. The Board of Directors is not
                  aware of any attempt, or contemplated attempt, to acquire
                  control of the Company, and this proposal is not being
                  presented with the intent that it be utilized as a type of
                  anti-takeover device.

                  There are currently no planed, arrangements, commitments or
                  understandings for the issuance of the additional shares of
                  Common Stock which are proposed to be authorized.

                  Stockholders do not have any preemptive or similar rights to
                  subscribe for or purchase any additional share of Common Stock
                  that may be issued in the future, an therefore, future
                  issuances of Common Stock may, depending on the circumstances,
                  have a dilutive effect on the earnings per share, voting power
                  and other interests of the existing stockholders.

                  Creation Of Blank Check Preferred Stock

                  The amendment to the Company's Certificate of Incorporation,
                  as amended, will create 15,000,000 authorized shares of "blank
                  check" preferred stock.

                  The term " blank check" refers to preferred stock, the
                  creation and issuance of which is authorized in advance by the
                  stockholders and the terms, rights and features of which are
                  determined by the board of directors of the Company upon
                  issuance. The authorization of such blank check preferred
                  stock would permit the Board of Directors to authorize and
                  issue preferred stock from time to tome in one or more series.

<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 13. SUBSEQUENT EVENTS (CONITNUED)

                  Subject to the provisions of the Company's Certificate of
                  Amendement and Certificate of Incorporation and the
                  limitations prescribed by law, the board of directors would be
                  expressly authorized, at its discretion, to adopt resolutions
                  to issue shares, to fix the number of shares and to change the
                  number of shares constituting any series and to provide for or
                  change the voting powers, designations, preferences and
                  relative, participating, optional or other special rights,
                  qualifications, limitations or restrictions thereof, including
                  dividend rights (including whether the dividends are
                  cumulative), dividend rates, terms of redemption (including
                  sinking fund provisions), redemption prices, conversion rights
                  and liquidation preferences of the shares constituting any
                  series of the preferred stock, in each case without any
                  further action or vote by the stockholders.

                  Creation Of Blank Check Preferred Stock (Continued)

                  The board of directors would be required to make any
                  determination to issue shares of preferred stock based on its
                  judgement as to the best interests of the Company and its
                  stockholders. The board of directors is seeking stockholder
                  approval of an amendment to the Articles of Incorporation
                  which would give the board of directors flexibility, without
                  further stockholders action, to issue preferred stock on such
                  terms and conditions as the board of directors deems to be in
                  the best interests of the Company and its stockholders.

                  The amendment will provide the Company with increased
                  financial flexibility in meeting future capital requirements
                  by providing another type of security in addition to its
                  Common Stock, as it will allow preferred stock to be available
                  for issuance from time to time and with such features as
                  determined by the board of directors for any proper corporate
                  purpose. It is anticipated that such purpose may include
                  exchanging preferred stock for Common Stock and, without
                  limitation, may include the issuance for cash as a means of
                  obtaining capital for use by the Company, or issuance as part
                  or all of the consideration required to be paid by the Company
                  for acquisitions of other businesses or assets.

                  Any issuance of preferred stock with voting rights could,
                  under certain circumstances, have the effect of delaying or
                  preventing a change in control of the Company by increasing
                  thee number of outstanding shares entitled to vote and by
                  increasing the number of outstanding shares entitled to vote
                  and by increasing the number of votes required to approve a
                  change in control of the Company. Shares of voting or
                  convertible preferred stock could be issued, or rights to
                  purchase such shares could be issued, to render more difficult
                  or discourage an attempt to obtain control of the Company by
                  means of a tender offer, proxy contest, merger or otherwise.

<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 13. SUBSEQUENT EVENTS (CONITNUED)

                  Creation Of Blank Check Preferred Stock (Continued)

                  The ability of the board of directors to issue such additional
                  shares of preferred stock, with the rights and preferences it
                  deems advisable, could discourage an attempt by a party to
                  acquire control of the Company by tender offer or other means.
                  Such issuances could therefore deprive stockholders of
                  benefits that could result form such an attempt, such as the
                  realization of a premium over the market price that such an
                  attempt could cause. Moreover, the issuance of such additional
                  shares of preferred stock to persons friendly to the board of
                  directors could make it more difficult to remove incumbent
                  managers and directors from office even if such change were to
                  be favorable to stockholders generally.

                  While the amendment may have anti-takeover ramifications, the
                  board of directors believes that the financial flexibility
                  offered by the amendment outweighs any disadvantages. To the
                  extent that the amendment may have anti-takeover effects, the
                  amendment may encourage persons seeking to acquire the Company
                  to negotiate directly with the board of directors enabling the
                  board of directors to consider the proposed transaction in a
                  manner that best serves the stockholders' interests.

                  The Company has no present plans. Arrangements, commitments or
                  understandings for the issuance of additional shares of Common
                  Stock.

                  Additionally, the Company will propose to the stockholders for
                  authorization to effect a Reverse Stock Split pursuant to
                  which each five currently outstanding shares of Common Stock
                  (the "Old Shares") would be automatically converted into one
                  share of Common Stock (the "New Shares"). The reason for the
                  Reverse Stock Split is to increase the per share stock price.
                  The Company believes that if it is successful in generating
                  interest among such entities, it is anticipated that the
                  shares of its Common Stock would have greater liquidity and a
                  stronger investor base. No assurance can be given, however,
                  that the market price of the New Shares will rise in
                  proportion to the reduction in the number of outstanding
                  shares resulting from the reverse Stock Split. The New Shares
                  issued pursuant to the Reverse Stock Split will be fully paid
                  and non-assessable. All New Shares will have the same par
                  value, voting rights and other rights as Old Shares.
                  Stockholders of the Company do not have preemptive rights to
                  acquire additional shares of Common Stock, which may be
                  issued.
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 13. SUBSEQUENT EVENTS (CONITNUED)

                  Creation Of Blank Check Preferred Stock (Continued)

                  The one for five Reverse Stock Split is being effectuated by
                  reducing the number of issued and outstanding shares at the
                  ratio of 5 for 1. This is in addition to increasing the number
                  of authorized shares of Common Stock of the Company from
                  40,000,000 to 600,000,000.

                  Accordingly, as a result of the Reverse Stock Split and the
                  increase in the number of authorized shares of Common Stock,
                  the Company will have 598,709,038 authorized unissued shares,
                  which shares may be issued in connection with acquisitions or
                  subsequent financings. There can be no assurance that the
                  Company will be successful in making any such acquisitions or
                  obtaining any such financings. In addition, the Reverse Stock
                  Split has potentially dilutive effects on each of the
                  shareholders. Each of the shareholders may be diluted to the
                  extent that any of the authorized but unissued shares are
                  subsequently issued.

                  The Reverse Stock Split will not alter any shareholder's
                  percentage interest in the Company's equity, except to the
                  extent that the Reverse Stock Split results in any of the
                  Company's shareholders owning a fractional share.

                  In lieu of issuing fractional shares, the Company will issue
                  to any shareholder who otherwise would have been entitled to
                  receive a fractional share as a result of the Reverse Split an
                  additional full share of its common stock. The principal
                  effects of the Reverse Stock Split will be that the number of
                  shares of Common Stock issued and outstanding will be reduced
                  from 6,454,808 to approximately 1,290,962 and the Company's
                  stated capital will be reduced by approximately $5,200 and its
                  additional paid-in capital will be increased by approximately
                  $5,200.

                  In addition, commencing with the effective date of the Reverse
                  Stock Split, all outstanding options entitling the holders
                  thereof to purchase shares of the Company's common stock will
                  entitle such holders to receive, upon exercise of their
                  options, one-fifth of the number of shares of the Company's
                  common stock which such holders may purchase upon exercise of
                  their options. In addition, commencing on the effective date
                  of the Reverse Stock Split, the exercise price of all
                  outstanding options will be increased fivefold.
<PAGE>
                     MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
                                AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 13. SUBSEQUENT EVENTS (CONITNUED)

                  Due from Affiliated Company

                  On June 6, 2002, the Company entered into an agreement
                  with U.S. Biomedical Corp. and European American Capital
                  Corp. ("EACC"). Pursuant to the terms of the Agreement, EACC
                  acquired 3,299,808 shares of common stock of U.S. Biomedical
                  in exchange for the release by EACC of a debt in the amount
                  of $230,987 owed by U.S. Biomedical to EACC (the "Debt").

                  In consideration for the issuance of the 3,299,808 shares of
                  common stock, the Company entered into a promissory note
                  whereby it agreed to pay to the Company the amount of
                  $239,987. Due to Mr. Arbel's position as an executive officer
                  and/or director and/or his direct or beneficial ownership
                  interest in each of the companies involved in this
                  transaction, each of the companies are under the common
                  control of Mr. Arbel.



<PAGE>
Exhibit 10.2

                                    AGREEMENT

     This Agreement is made and entered into as of June 6, 2002, by and between
Multimedia Concepts International, Inc., a Delaware corporation ("MCII"), having
an address at 1385 Broadway, Suite 814, New York, New York, U.S. Biomedical
Corp., a Delaware corporation ("USBC"), having an address at 1385 Broadway,
Suite 814, New York, New York, and European American Capital Corp., a British
Virgin Island corporation ("EACC"), having an address at P.O. Box 47, Down Road
Tortola, British Virgin Islands.

                                    Recitals

         WHEREAS, MCII is a publicly traded company whose common stock trades on
the Over the Counter Bulletin Board ("OTCBB") under the symbol "MMCI".

         WHEREAS, shares of MCII's Common Stock currently trade at a price of
$.03 per share as reported on the OTCBB;

         WHEREAS, USBC is a publicly traded company whose common stock trades on
the OTCBB under the symbol "USBH".

         WHEREAS, MCII owns 3,571,249 shares of common stock, $.001 par value
per share, constituting approximately 78.5% of the issued and outstanding shares
of Common Stock of USBC, and Ilan Arbel serves as an executive officer and
director of USBC;

         WHEREAS, EACC is a privately held company of which Ilan Arbel is an
executive officer and a director;

         WHEREAS, by virtue of Ilan Arbel's position as an executive officer and
director and as a result of his beneficial ownership of shares of MCII, each of
the companies are under the common control of Ilan Arbel;

         WHEREAS, USBC is currently in debt to EACC in the amount of $230,986.59
(the "Debt");

         WHEREAS, due to its current financial situation, USBC is currently
unable to repay the Debt to EACC;

         WHEREAS, in lieu of payment by USBC and release by EACC of all of
USBC's obligations and responsibilities owed to EACC in connection with the
Debt, MCII has agreed to deliver 3,299,808 shares of Common Stock of MCII to
EACC (the "Shares");

         WHEREAS, the Shares are being issued to EACC at a valuation of $.07 per
share, which is $.04 above MCII's current market price of $.03 per share as
reported on the OTCBB. MCII acknowledges that EACC is paying $.04 over the
current market value for the Shares and that the delivery of the Shares to EACC
is on terms that are more than favorable;

         WHEREAS, in consideration of the issuance of the Shares by MCII to
EACC, USBC has agreed to deliver a promissory note, whereby it has agreed to pay
$230,986.59 to MCII;

         NOW, THEREFORE, in consideration of the foregoing premises and
representations, warranties and agreements contained herein, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
<PAGE>
                                    ARTICLE I
                                      DEBT

Section 1.1       Release of Debt

EACC hereby releases and forever discharges USBC and its officers, directors,
agents, employees, successors, assigns and legal representatives from all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims, demands and/or liabilities of any nature whatsoever in
connection with the Debt, whether or not now known, suspected or claimed,
arising on or before the date hereof, relating to any matter whatsoever, which
EACC, had, now has or may claim to have now against USBC and its officers,
directors, agents, employees, successors, assigns and legal representatives.

Section 1.2       Issuance of Promissory Note

In consideration of the issuance of the Shares by MCII to EACC, USBC hereby
agrees to deliver a promissory note to MCII, whereby USBC promises to pay to
MCII (the "Holder"), the principal sum of $230,986.59 in such coin or currency
of the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts (the "Note"). USBC further promises
to pay interest on the unpaid principal balance hereof at the rate of ten
percent (10%) per annum, such interest to be paid annually, on the last day of
each year, commencing on December 31, 2002. The principal sum is to be paid
three years from the date on which the Note is dated. Interest shall be
calculated on the basis of a 360 day year and actual days elapsed.

                                   ARTICLE II
                            ISSUANCE OF COMMON STOCK

2.1      Issuance and Delivery of the Shares

(a) In consideration of the release and discharge of the Debt set forth under
Section 1.1 of this Agreement, the Shares shall be delivered to EACC and consist
of newly issued shares of Common Stock.

(b) The Shares to be delivered shall be fully paid and non-assessable and shall
be free and clear of all liens, levies and encumbrances except that such shares
shall be "restricted securities" as that term is defined pursuant to Rule 144,
promulgated under the Securities Act of 1933 ("Rule 144"), as amended (the "1933
Act").

(c) MCII shall deliver certificates evidencing the Shares to EACC upon the
execution of this Agreement.

2.2  Investment Intent

(a) EACC is acquiring the Shares for its own account, not as nominee or agent,
for investment and not with view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the 1933 Act.

(b) EACC understands: (a) that the Shares have not been registered under the
1933 Act by reason of a specific exemption therefrom, that they must be held by
EACC, indefinitely, and that EACC must, therefore, bear the economic risk of
such investment indefinitely, unless a subsequent disposition thereof is
registered under the 1933 Act or is exempt from such registration; (b) the stock
certificates representing the Shares will be endorsed with the following legend:

         "THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE
         SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
         REGISTERED UNDER THE 1933 ACT, OR UNLESS THE COMPANY HAS RECEIVED AN
         OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND
         ITS COUNSEL, THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS
         EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF
         THE 1933 ACT."
<PAGE>
(c) MCII may instruct any transfer agent not to register the transfer of any of
the Shares unless the conditions specified in the foregoing legend are
satisfied.

(d) EACC acknowledges that it is a sophisticated investor, can bear the economic
risk of its investment in the Shares, and has such knowledge and experience in
financial or business matters that it is capable of evaluating the merits and
risks of this transaction and the investment in the Shares.

(e) EACC further represents that it is an "accredited investor" within the
meaning of SEC Rule 501 of Regulation D, as presently in effect and promulgated
under the 1933 Act.


                                   ARTICLE III
                                REQUIRED ACTIONS

All actions and proceedings necessary to be taken by or on the part of MCII,
USBC and EACC in connection with the transactions contemplated by this Agreement
have been duly and validly taken, and this Agreement and each other agreement,
document and instrument to be executed and delivered by or on behalf of MCII,
USBC or EACC pursuant to, or as contemplated by, this Agreement (collectively,
the "Documents") has been duly and validly authorized, executed and delivered by
MCII, USBC or EACC and no other action on the part of MCII, USBC or EACC or its
representatives is required in connection therewith. MCII, USBC and EACC have
full right, authority, power and capacity to execute and deliver this Agreement
and each other Document and to carry out the transactions contemplated hereby
and thereby. This Agreement and each other Document constitutes, or when
executed and delivered will constitute, the legal, valid and binding obligation
of MCII, USBC or EACC, enforceable in accordance with its respective terms.


                                   ARTICLE IV
                                  MISCELLANEOUS

4.1      Notices

All notices requests, demands, waivers and other communications required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been duly given on the date if delivered personally, or upon the
second business day after it shall have been deposited by certified or
registered mail with postage prepaid, or upon the next business day after it
shall have been deposited with a nationally recognized overnight courier such as
federal express, or sent by telex, telegram or telecopier, as follows (or at
such other address or facsimile number for a party as shall be specified by like
notice):
<TABLE>
<CAPTION>


                <S>                                             <C>
           (a)      if to MCII, to it at:                       with a copy to:

                    Multimedia Concepts                         Gregory Sichenzia, Esquire
                    International, Inc.                         Sichenzia Ross Friedman Ference LLP
                    1385 Broadway, Suite 814                    1065 Avenue of the Americas
                    New York, New York 10018                    New York, NY 10018
                    Fax: (212) 391-4473                         Fax: (212) 930-9725


           (b)      if to USBC, to it at:                       with a copy to:

                    U.S. Biomedical Corp.                       Gregory Sichenzia, Esquire
                    1385 Broadway, Suite 814                    Sichenzia Ross Friedman Ference LLP
                    New York, New York 10018                    1065 Avenue of the Americas
                    Fax: (212) 391-4473                         New York, NY 10018
                                                                Fax: (212) 930-9725

           (c)       if to EACC to it at:                       with a copy to:

                       European American Capital
                       Corp.
                       P.O. Box 47, Down Road
                       Tortola
                       British Virgin Islands
                       Fax:

</TABLE>
<PAGE>
4.2      Assignability; Binding Effect

This Agreement shall not be assignable by any party except with the written
consent of all other parties to this Agreement. This Agreement shall be binding
upon and shall inure to the benefit of, the parties hereto and their respective
successors and assigns.

4.3      Headings

The subject headings used in this Agreement are included for purposes of
convenience only and shall not affect the construction or interpretation of any
of its provisions.

4.4      Amendments; Waivers

This Agreement may not be amended or modified, nor may compliance with any
condition or covenant set forth herein be waived, except by a writing duly and
validly executed by MCII, USBC and EACC or, in the case of a waiver, the party
or parties waiving compliance. No delay on the part of any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any such right, power or privilege,
or any single or partial exercise of any such right, power or privilege,
preclude any further exercise thereof or the exercise of any other such right,
power or privilege.

4.5      Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes and cancels any and all prior or
contemporaneous arrangements, understandings and agreements between them
relating to the subject matter hereof.

4.6      Severability

In the event that any provision or any portion of any provision of this
Agreement shall be held to be void or unenforceable, then the remaining
provisions of this Agreement (and the remaining portion of any provision held to
be void or unenforceable in part only) shall continue in full force and effect.

4.7      Governing Law

This Agreement and the transactions contemplated hereby shall be governed and
construed by and enforced in accordance with the laws of the State of New York,
without regard to conflict of laws principles.

4.8      Counterparts

This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original and all of which shall constitute the same instrument.

4.9      Expenses

Each party shall pay its own expenses incident to the negotiation, preparation
and performance of this Agreement and the transactions contemplated hereby,
including all fees and expenses of its counsel and accountants for all
activities of such counsel and accountants undertaken pursuant to this
Agreement, whether or not the transactions contemplated hereby are consummated.

4.10     Remedies

It is specifically understood and agreed that certain breaches of this Agreement
will result in irreparable injury to the parties hereto, that the remedies
available to the parties at law alone will be an inadequate remedy for such
breach, and that, in addition to any other legal or equitable remedies which the
parties may have, a party may enforce its rights by an action for specific
performance and the parties expressly waive the defense that a remedy in damages
will be adequate.
<PAGE>
4.11     Dispute Resolution

Except as provided below, the parties agree to submit disputes between them
relating to this Agreement and its formation, breach, performance,
interpretation and application to arbitration as follows. Each party will
provide written notice to the other party of any dispute within one year of the
date when the dispute first arises or occurs. If a party fails to provide such
notice, recovery on the dispute will be barred. Arbitration will be conducted in
New York, New York pursuant to the Rules of the American Arbitration Association
("AAA"), as modified herein. The arbitration shall be conducted by one (1)
arbitrator chosen in accordance with the rules of the AAA. Unless the arbitrator
finds that exceptional circumstances require otherwise, the arbitrator will
grant the prevailing party in arbitration its costs of arbitration and
reasonable attorneys' fees as part of the arbitration award. Either party will
be entitled to receive in any court of competent jurisdiction injunctive,
preliminary or other equitable relief, in addition to damages, including court
costs and fees of attorneys and other professionals, to remedy any actual or
threatened violation of its rights with respect to which arbitration is not
required hereunder.

4.12     Third Party Rights

This Agreement is for the benefit of the parties hereto and is not entered into
for the benefit of, and shall not be construed to confer any benefit upon, any
other party or entity.

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<PAGE>
IN WITNESS WHEREOF, MCII, USBC and EACC have caused this Agreement to be
executed as of the date first above written.


Multimedia Concepts International, Inc.



By: ____________________________
Name: Ilan Arbel
Title:   President


U.S. BIOMEDICAL CORP.



By: ____________________________
Name: Ilan Arbel
Title:   President


EUROPEAN AMERICAN CAPITAL CORP.



By: ____________________________
Name:
Title: