<PAGE>

                                   FORM 10-QSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         SECURITIES EXCHANGE ACT OF 1934

(Mark one)

  [_] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

                  For the quarterly period ended May 31, 2001.

             [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        Commission file number 000-30703

                        COLLECTIBLE CONCEPTS GROUP, INC.
     -----------------------------------------------------------------------
                 (Name of Small Business Issuer in its charter)

                  Delaware                          95-4026880
     -----------------------------------------------------------------------
     (State or other jurisdiction of    (I.R.S. Employer Identification No.)
      incorporation or organization)

                   1600 Lower State Road, Doylestown, PA 18901
      --------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (215) 491-1075

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

As of September 4, 2001, the Registrant had 293,185,826 shares of common stock
issued and outstanding.


                                       1

<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES


                                      INDEX


PART I:  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements - Unaudited

         Consolidated Balance Sheets--
         May 31, 2001 and February 28, 2001 ............................  3

         Consolidated Statements of Operations--
         for the three month periods ended May 31, 2001
         and 2000 ......................................................  5

         Consolidated Statement of Shareholders' Deficiency
         for the three month period ended May 31, 2001 .................  6

         Consolidated Statements of Cash Flows
         for the three month periods ended May 31, 2001
         and 2000 ......................................................  7

         Notes to Consolidated Financial Statements ....................  8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations ...........................  14

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings .............................................  19

Item 2.  Changes in Securities and Use of Proceeds .....................  19

Item 3.  Defaults Upon Senior Securities ...............................  19

Item 4.  Submission of Matters to a Vote ...............................  19

Item 5.  Other Information .............................................  19

Item 6.  Exhibit and Reports on Form 8-K and Form 8-K/A ................  20

Signatures .............................................................  21


                                       2

<PAGE>



Item 1.  Consolidated Financial Statements


               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)




<TABLE>
<CAPTION>

                                                                   MAY 31,          FEBRUARY 28,
                                                                    2001                2001
                                                                    ----                ----
<S>                                                          <C>                  <C>

                            ASSETS


CURRENT ASSETS
  Cash and cash equivalents                                    $      138          $       222
  Accounts receivable - net                                        61,761               41,595
  Inventories                                                     376,048              374,799
  Prepaid royalties                                               115,551               98,051
  Prepaid expenses and other                                          600                8,970
                                                               ----------          -----------
        Total current assets                                      554,098              523,637

PROPERTY AND EQUIPMENT, NET                                        91,513               73,723


GOODWILL, NET                                                      33,613              497,702
                                                               ----------          -----------

        Total assets                                           $  679,224          $ 1,095,062
                                                               ==========          ===========

</TABLE>


                See notes to consolidated financial statements.


                                       3

<PAGE>

                COLLECTIBLE CONCEPTS GROUP,INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                           MAY 31,         FEBRUARY 28,
                                                                            2001               2001
                                                                            ----               ----

                       LIABILITIES AND SHAREHOLDERS' DEFICIENCY
<S>                                                                    <C>                <C>
CURRENT LIABILITIES
     Convertible secured debentures, net                               $    400,000       $     353,333
     Notes and loans payable, current portion                               653,272             479,470
     Convertible debentures                                                 121,800             136,266
     Accounts payable and accrued expenses                                1,390,533           1,287,665
     Accrued payroll                                                        320,440             365,957
     Payroll taxes payable                                                  241,607             164,231
     Accrued interest                                                       161,097             137,978
     Accrued royalties                                                      134,045             137,794
                                                                       ------------       -------------

         Total current liabilities                                        3,422,794           3,062,694
                                                                       ------------       -------------

NOTES PAYABLE, NET OF CURRENT PORTION                                             -              17,713
                                                                       ------------       -------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
     Capital stock, $.001 par value,
         350,000,000 shares authorized;
         284,459,735 and 259,935,503 shares issued
           and outstanding at May 31, 2001 and February 28,
            2001, respectively                                              284,460             259,936
     Additional paid-in-capital                                          11,363,229          11,084,611
     Accumulated deficit                                                (14,381,459)        (13,315,892)
     Deferred compensation/services                                          (9,800)            (14,000)
                                                                       ------------       -------------

         Total shareholders' deficiency                                  (2,743,570)         (1,985,345)
                                                                       ------------       -------------

                Total liabilities and shareholders' deficiency         $    679,224       $   1,095,062
                                                                       ============       =============
</TABLE>

                   See notes to consolidated financial statements.

                                       4

<PAGE>

                COLLECTIBLE CONCEPTS GROUP,INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                          THREE MONTHS ENDED MAY 31,
                                                                       -------------------------------
                                                                            2001              2000
                                                                            ----              ----
<S>                                                                    <C>               <C>
SALES                                                                  $     87,391      $      9,630

COST OF SALES                                                                27,605             8,689
                                                                       ------------      ------------

     GROSS PROFIT                                                            59,786               941

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                999,320           877,433
                                                                       ------------      ------------

LOSS FROM OPERATIONS                                                       (939,534)         (876,492)

OTHER INCOME (EXPENSES)
     Total other income (expense), principally interest expense            (126,033)         (166,695)
                                                                       ------------      ------------

NET LOSS                                                               $ (1,065,567)     $ (1,043,187)
                                                                       ============      ============

NET LOSS PER SHARE:
     BASIC AND DILUTED                                                 $       0.00            ($0.01)
                                                                       ============      ============

WEIGHTED AVERAGE SHARES USED IN NET
     LOSS PER SHARE CALCULATIONS:
     BASIC AND DILUTED                                                  272,290,610       181,554,000
                                                                       ============      ============
</TABLE>


                     See notes to consolidated financial statements.


                                       5

<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
                         THREE MONTHS ENDED MAY 31, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          Additional      Deferred
                                                   Common Stock             Paid-in      Accumulated   Compensation /
                                            ----------------------------
                                               Shares         Amount        Capital        Deficit        Services         Total
                                            ------------- -------------- -------------- -------------- -------------- --------------
<S>                                         <C>           <C>            <C>            <C>            <C>            <C>
Balance, March 1, 2001                       259,935,503   $    259,936   $ 11,084,611   $(13,315,892)  $    (14,000)  $ (1,985,345)

Common stock issued for cash                     650,000            650          5,850                                 $      6,500

Common stock issued for
   services rendered                           8,685,232          8,685        128,507                             -        137,192

Common stock issued for accrued interest         925,000            925         12,525                                       13,450

Conversion of convertible debentures, notes
   and loans payable into common stock         4,264,000          4,264         41,736              -              -         46,000

Exercise of stock options                     10,000,000         10,000         90,000              -              -        100,000

Amortization of unearned compensation                  -              -              -              -          4,200          4,200

Net loss for the three months ended
   May 31, 2001                                        -              -              -     (1,065,567)             -     (1,065,567)
                                            ------------- -------------- -------------- -------------- -------------- --------------

Balance, February 28, 2001                   284,459,735   $    284,460   $ 11,363,229   $(14,381,459)  $     (9,800)  $ (2,743,570)
                                            ============= ============== ============== ============== ============== ==============
</TABLE>



                 See notes to consolidated financial statements.

                                       6

<PAGE>

                COLLECTIBLE CONCEPTS GROUP,INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED MAY 31,
                                                                            ----------------------------------
                                                                                 2001                 2000
                                                                                 ----                 ----
<S>                                                                         <C>                  <C>
Cash Flows from Operating Activities:
    Net loss                                                                $ (1,065,567)        $ (1,043,187)
    Adjustments to reconcile net loss to
       net cash used in operating activities:
         Depreciation                                                              5,424                7,886
         Amortization of goodwill                                                 19,428                    -
         Amortization of debt discount                                            47,201                    -
         Amortization of deferred debt expense                                     8,670                    -
         Amortization of deferred services                                         4,200                    -
         Impairment of long lived assets                                         444,661
         Provision for doubtful accounts                                             906                    -
         Common stock issued for services rendered                               137,192              383,655
         Interest expense related to beneficial conversion of debt                                    130,166
         Expense related to issuance of options                                        -               52,833
         Changes in operating assets and liabilities, net of effects
         from acquired companies:
           Accounts receivable                                                   (21,073)              (3,696)
           Inventories                                                            (1,249)            (244,016)
           Prepaid royalties                                                     (17,500)             (11,945)
           Prepaid expenses and other                                               (300)              13,400
           Accounts payable and accrued expenses                                 102,869               52,554
           Accrued payroll                                                       (45,517)             (79,152)
           Payroll taxes payable                                                  77,376               65,752
           Accrued interest                                                       36,569                4,860
           Accrued royalties                                                      (3,749)                   -
                                                                            ------------         ------------
                                                                                       -
           Net Cash Used in Operating Activities                                (270,459)            (670,890)

Cash Flows from Investing Activities:
    Purchase of property and equipment                                           (23,214)             (24,127)

Cash Flows from Financing Activities:
    Borrowings, net of financing fees of $52,000 for 2000                        206,950              370,500
    Proceeds from issuance of capital stock and exercise of                            -
       stock options, net                                                        106,500              446,407
    Repayment of notes and loans payable                                         (19,861)             (14,634)
                                                                            ------------         ------------

           Net Cash Provided by Financing Activities                             293,589              802,273
                                                                            ------------         ------------

Net Increase (Decrease) In Cash                                                      (84)             107,256

Cash, Beginning                                                                      222              247,491
                                                                            ------------         ------------

Cash, Ending                                                                $        138         $    354,747
                                                                            ============         ============
</TABLE>

                                       7

<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   UNAUDITED

Note 1.   Description of Business and Summary of Significant Accounting Policies

          Description of Business

               Collectible Concepts Group, Inc. (the "Company") distributes
          high-end and novelty products related to both the entertainment and
          sports industries. The Company sells its products through retailers,
          distributors, department stores, the Internet and catalogers.

          Basis of Presentation

               The accompanying unaudited interim consolidated financial
          statements have been prepared pursuant to the rules and regulations
          for reporting Form 10-Q. Accordingly, certain information and
          disclosures required by generally accepted accounting principles for
          complete financial statements are not included herein. The interim
          statements should be read in conjunction with the financial statements
          and notes thereto included in the Company's latest form 10-KSB.

               Interim statements are subject to possible adjustments in
          connection with the annual audit of the company's accounts for the
          fiscal year 2002; in the Company's opinion, all adjustments necessary
          for a fair presentation of these interim statements have been included
          and are of a normal and recurring nature.

Note 2.   Going Concern

               The Company's financial statements have been prepared in
          conformity with generally accepted accounting principles, which
          contemplates the continuation of the Company as a going concern. Since
          inception, the Company has not generated sufficient revenues to meet
          its operating expenses and has incurred significant operating losses
          and net losses. At May 31, 2001, the Company has a shareholders'
          deficit of $2,743,570 and a working capital deficiency of $2,868,696.
          The Company has minimal cash available for operations and is in
          default with respect to repayment provisions of certain secured and
          subordinated debentures. Also, although required, the Company was not
          able to complete an effective registration statement within 150 days
          in connection with the sale of convertible secured debentures to a
          group of investors and, as a result, the Company is in default of the
          debenture agreement. To generate additional revenues and the working
          capital needed to continue and expand operations, the Company has
          committed to a plan for reducing expenses, increasing retail
          distribution channels for its products and raising additional capital.
          There can be no assurances that the Company will be able to obtain the
          necessary funding to finance their operations or grow revenue in
          sufficient amounts to fund their operating expenses.

               The above matters raise substantial doubt about the Company's
          ability to continue as a going concern. The financial statements do
          not include any adjustments relating to the recoverability and
          classification of recorded assets, or the amounts and classification
          of liabilities that might be necessary in the event the Company cannot
          continue in existence.

                                       8

<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   UNAUDITED

Note 3.   Acquisitions

               On June 5, 2000, the Company acquired 100% of the outstanding
          common shares of Music Art Corporation ("Music Art") for 1,045,000
          shares of Company common stock. Music Art is primarily engaged in the
          business of creating, marketing and distributing limited edition
          lithographs derived from artwork used on music albums and other music
          collectibles. The acquisition was accounted for as a purchase. The
          shares of common stock issued to acquire Music Art were valued at
          $305,000, based upon the Company's guarantee of the fair market price
          of the Company's common stock one year from the issuance date. The
          assets acquired consisted primarily of current assets, minimal fixed
          assets and no other identifiable intangible assets other than
          goodwill. The excess of acquisition cost over the fair value of net
          assets was approximately $377,000, which is being amortized over seven
          years beginning in June 2000.

               On August 2, 2000, a wholly owned subsidiary of the Company, Team
          Sport Specialties Corporation, purchased certain assets and
          liabilities of Rooter Rattle, L.P. in exchange for $965,000 of
          consideration, payable as $390,000 in cash, a $30,000 note payable and
          3,633,334 shares of common stock issued at a value of $545,000. The
          acquisition was accounted for as a purchase. The assets acquired
          consisted primarily of current assets, minimal fixed assets and no
          other identifiable intangible assets other than goodwill. The excess
          of acquisition cost over the fair value of net assets was
          approximately $1,050,000, which is being amortized over seven years
          beginning in August 2000. The Company also entered into an employment
          agreement with a former officer of Rooter Rattle, L.P. as part of this
          transaction. The 3,633,000 shares of common stock issued to acquire
          Rooter Rattle was valued at $545,000, based upon the trading price of
          the Company's common stock on the acquisition date, which was $.15 per
          share.

               Subsequent to May 31, 2001, the Company received notice from the
          partners of Rooter Rattle, LP declaring the Company's wholly-owned
          subsidiary, Team Sports Specialty Corporation ("Team Sports") in
          default under certain terms of the August 3, 2000 Purchase and Sale
          Agreement (the "Agreement") between Team Sports and Rooter Rattle, LP.
          The partners of Rooter Rattle, LP and the Company have verbally agreed
          to have all assets of Team Sports, less certain liabilities to the
          extent that the liabilities would exceed the assets given back to
          Rooter Rattle, LP by $150,000, would revert back to Rooter Rattle, LP
          as provided for in the event of default as defined in the Agreement.
          No final agreement has been executed between the Company and Rooter
          Rattle. In light of this development the Company wrote off the
          remaining amount of goodwill in the amount of $444,661 during the
          three months ended May 31, 2001. This charge is reflected in the
          selling, general and administrative expense.

               The results of operations for both purchases are included from
          the date of their acquisitions. The following unaudited pro forma
          summary combines the results of operations of the Company, Music Art
          Corporation and Rooter Rattle, L.P. as if the acquisitions had
          occurred on March 1, 2000 after giving effect to certain adjustments,
          including amortization of intangible assets and increased interest
          expense.


                                       9

<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   UNAUDITED

Note 3.   Acquisitions (Continued)

               The pro forma information is presented for informational purposes
          only and is not necessarily indicative of what would have occurred if
          the acquisition had been made as of that date. In addition, the pro
          forma information is not intended to be a projection of future
          results.

                                                        Three Months Ended
                                                              May 31
                                                               2000
                                                               ----

          Revenues                                          $ 226,727
                                                            =========

          Net                                              $(1,061,891)
                                                           ============
          Loss

          Basic and diluted net loss per share                $(.01)
                                                              ======



Note 4.   Convertible Secured Debentures

               As of May 31, 2001, the contra debt discount related to the
          debentures has been fully amortized. A charge to the operating
          statement of $46,667 as interest expense was recorded during the three
          months ended May 31, 2001. After amortization of the contra debt
          discount, the balance of the convertible secured debenture as of May
          31, 2001 is $400,000. Although required, the Company was not able to
          complete an effective registration statement within 150 days of the
          debenture sale which took place in May 2000. As a result, the Company
          is in default of the debenture agreement.

               Subsequent to May 31, 2001, certain of the debt was converted
          (See Note 10).

Note 5.   Notes and Loans Payable

               During the three months ended May 31, 2001, the Company converted
          notes and loans payable in the amount of $31,000 into 3,100,000 common
          shares based upon stated conversion prices or negotiated conversion
          prices. During the three months ended May 31, 2001 the Company secured
          additional notes payable of $206,950 with interest rates ranging from
          0 to 12 percent per annum.

Note 6.   Convertible Subordinated Debentures

               During the three months ended May 31, 2001, the Company converted
          $15,000 of debentures along with related interest into 1,264,000
          shares of Company's common stock.

          *    Subsequent to May 31, 2001, certain of the debt was converted
          (See Note 10).


                                       10

<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   UNAUDITED


Note 7.   Shareholders' Deficiency

               During the three months ended May 31, 2001, the Company received
          $106,500 from the issuance of 650,000 shares of common stock through
          private placements to various investors and the issuance of 10,000,000
          shares related to the exercise of stock options at $.01 per share.

               During the three months ended May 31, 2001, the Company converted
          approximately $46,000 of notes and loans payable and convertible
          debentures into 4,264,000 shares of common stock based upon negotiated
          conversion prices with the debtors. During the three months ended May
          31, 2001, the Company converted approximately $13,450, of accrued
          interest related to the notes and loans payable and convertible
          debentures into 925,000 shares of common stock based upon negotiated
          conversion prices with the debtors.

               From time to time, the Company has issued common stock in
          exchange for the performance of services or as an alternative to the
          payment of interest on outstanding debt, internal accounting and
          financial services, internet website creation, marketing, insurance
          program review and general management consulting. The dollar value of
          these activities included in the selling, general and administrative
          expenses was $137,192 for the three months ended May 31, 2001. These
          transactions have been recorded at the fair value of the services
          rendered or the fair value of the common stock issued, whatever was
          more readily evident. For transactions recorded at the fair value of
          the Company's common stock issued, a 20% discount was applied due to
          certain trading restrictions placed on such shares, which limited the
          transferability of such shares until after a twelve month holding
          period. The number of shares of common stock issued for services
          performed for the three months ended May 31, 2001 was 8,685,232.

Note 8.   Statements of Cash Flows

               During the three months ended May 31, 2001, the Company entered
          into the following non-cash transactions:

               Converted approximately $46,000 of notes and loans payable,
          convertible debentures and related accrued interest into 4,264,000
          shares of common stock.

               Converted approximately $13,450 of accrued interest into 925,000
          shares of common stock.

               Cash payments for interest expense was $5,993 for the three
          months ended May 31, 2001.

               During the three months ended May 31, 2000, the Company entered
          into the following non-cash transactions:


                                       11

<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   UNAUDITED

note 8.   Statements of Cash Flows (Continued)

               Converted approximately $154,000 of accounts payable, notes and
          loans payable and related accrued interest into 5,555,849 shares of
          common stock.

               Issued a note payable for $40,000 to a shareholder as
          consideration for waiving certain anti-dilution privileges.

               Cash payments for interest expense was minimal for the three
          months ended May 31, 2000.

NOTE 9.   Contingency

               In July/August, 2000, the Company's subsidiary, Team sports
          Specialties, Inc. acquired the assets of rooter Rattle, Ltd. Part of
          the consideration for that acquisition was shares of the Company's
          common stock. In connection with the acquisition, the company agreed
          with Rooter rattle that if certain conditions with respect to the
          Company's stock issued to Rooter Rattle were not met on or before the
          first anniversary of closing, the Company would either pay Rooter
          Rattle an amount of $545,000 or Transfer to Rooter Rattle, free and
          clear of all liens and encumbrances, the stock of Team sports. The
          Condition with respect to the Company's common stock were not met, and
          therefore under the agreement the Company was required to pay to
          Rooter Rattle $545,000 or deliver the stock of Team Sports free and
          clear of all encumbrances. The Company has not been able to deliver
          the purchase price nor deliver the stock free and clear of
          encumbrances. In addition, the Company has not paid the $30,000
          principal outstanding on a Promissory Note issued to Rooter rattle in
          connection with the acquisition, and the Note is in default.
          Subsequent to May 31, 2001, the Company received notice from the
          partners of Rooter Rattle, LP declaring the Company's wholly-owned
          subsidiary, Team Sports Specialty Corporation ("Team Sports") in
          default under certain terms of the August 3, 2000 Purchase and Sale
          Agreement (the "Agreement") between Team Sports and Rooter Rattle, LP.
          The partners of Rooter Rattle, LP and the Company have verbally agreed
          to have all assets of Team Sports, less certain liabilities to the
          extent that the liabilities would exceed the assets given back to
          Rooter Rattle, LP by $150,000, would revert back to Rooter Rattle, LP
          as provided for in the event of default as defined in the Agreement.
          No final agreement has been executed between the Company and Rooter
          Rattle with respect to the default. In addition, counsel to Rooter
          Rattle has alleged that the Company did not pay debts of Rooter Rattle
          which it had agreed to assume in connection with the acquisition, that
          the Company incurred unauthorized debt in the manner of Team Sport
          Specialties, commingled funds of Team Sport Specialties with the other
          funds of the Company, in violation of acquisition agreements, and
          permitted a security interest to be filed against the assets of Team
          Sports Specialties in violation of the acquisition agreements.

               The Company believes that the ultimate legal and financial
          liability of the Company with respect to the above matter, including a
          range of possible losses, cannot be estimated at this time. Therefore,
          with the exception of the impairment charge recorded relating to the
          Company's goodwill ( See Note3), no additional provision has been
          recorded in the Company's financial statements relating to this
          matter.


                                       12

<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   UNAUDITED

NOTE 10.  Subsequent Events:


               Subsequent to May 31, 2001, the following occurred:

               The Company issued notes payable for cash proceeds of $262,500;

               The Company received $151,500 from the sale of 15,150,000 shares
          of Company common stock to various investors;

               The Company converted $20,000 of convertible subordinated
          debentures outstanding at May 31, 2001, along with related accrued
          interest of $2,583 into 2,258,300 shares of Company common stock.

               The Company converted $12,500 of convertible secured debentures
          outstanding at May 31, 2001, into 2,499,000 shares of Company common
          stock.


                                       13

<PAGE>

ITEM 2. Management's Discussion and Analysis

General

     The Company earns revenues from distributing high-end and novelty products
related to both the entertainment and sports industries. These products are sold
through retailers, distributors, department stores, the Internet and catalogs.
During the three months ended May 31, 2001, the Company signed a license
agreement with C3 Entertainment to make, market and produce scrolls, pins and
desktop collectibles for The Three Stooges(R). The Company signed a license with
Spider Man Merchandising LP to market and produce products for the 2002
theatrical release of "Spiderman the movie". The agreement with Spider Man
Merchandising ties together approvals by Columbia Pictures Industries, Inc.,
Sony Pictures Consumer Products Inc. and Marvel Characters. The Company will
produce scrolls, mouse pads, wrist rests, paperweights, letter openers, pencil
holders, movie prop replicas, small holiday ornaments and a press pass replica.
The Company also signed a license with Marvel Entertainment to be the official
website for Marvel's super heroes fan club. The Company will market the club via
Marvel's comic books, other magazines, television and other online services. The
club opened by late October 2001. Currently, the Company has approximately 700
members with a membership fee of approximately twenty dollars per member. The
Marvel Fan Club is now offered and featured by KB Toys at www/kbkids.com. KB
Toys is the nation's largest combined online specialty and mall-based toy
retailer.

     In July/August, 2000, the Company's subsidiary, Team Sports Specialties,
Inc. acquired the assets of rooter Rattle, Ltd. Part of the consideration for
that acquisition was shares of the Company's common stock. In connection with
the acquisition, the company agreed with Rooter rattle that if certain
conditions with respect to the Company's stock issued to Rooter Rattle were not
met on or before the first anniversary of closing, the Company would either pay
Rooter Rattle an amount of $545,000 or Transfer to Rooter Rattle, free and clear
of all liens and encumbrances, the stock of Team sports. The Condition with
respect to the Company's common stock were not met, and therefore under the
agreement the Company was required to pay to Rooter Rattle $545,000 or deliver
the stock of Team Sports free and clear of all encumbrances. The Company has not
been able to deliver the purchase price nor deliver the stock free and clear of
encumbrances. In addition, the Company has not paid the $30,000 principal
outstanding on a Promissory Note issued to Rooter rattle in connection with the
acquisition, and the Note is in default. Subsequent to May 31, 2001, the Company
received notice from the partners of Rooter Rattle, LP declaring the Company's
wholly-owned subsidiary, Team Sports Specialty Corporation ("Team Sports") in
default under certain terms of the August 3, 2000 Purchase and Sale Agreement
(the "Agreement") between Team Sports and Rooter Rattle, LP. The partners of
Rooter Rattle, LP and the Company have verbally agreed to have all assets of
Team Sports, less certain liabilities to the extent that the liabilities would
exceed the assets given back to Rooter Rattle, LP by $150,000, would revert back
to Rooter Rattle, LP as provided for in the event of default as defined in the
Agreement. No final agreement has been executed between the Company and Rooter
Rattle with respect to the default. In addition, counsel to Rooter Rattle has
alleged that the Company did not pay debts of Rooter Rattle which it had agreed
to assume in connection with the acquisition, that the Company incurred
unauthorized debt in the manner of Team Sport Specialties, commingled funds of
Team Sport Specialties with the other funds of the Company, in violation of
acquisition agreements, and permitted a security interest to be filed against
the assets of Team Sports Specialties in violation of the acquisition
agreements. In light of this development the Company wrote off the remaining
amount of goodwill in the amount of $444,661during the three months ended May
31, 2001. This charge is reflected in the selling, general and administrative
expense.

     The Company believes that the ultimate legal and financial liability of the
Company with respect to the above matter, including a range of possible losses,
cannot be estimated at this time. Therefore, with the exception of the
impairment charge recorded relating to the Company's goodwill (See Note 3), no
additional provision has been recorded in the Company's financial statements
relating to this matter.

     Cost of sales for the three months ended May 31, 2001 were comprised of
costs associated with the sale of the products related to the Austin Powers and
X-Men movies, Team Sports Products, Music Art products as well as sales from
sports memorabilia. Costs also include the cost of the products and related
freight and handling charges. These products are contract manufactured for the
Company by both domestic and foreign companies to specifications developed by
the Company and approved by the various licensors. Even though the Company does
not feel this places it at risk for filling future orders on a timely basis, it
has developed relationships with alternate suppliers for most of its products.
Several of its manufacturers will also store and ship product directly to a
customer, thereby reducing shipping time and eliminating the costs the Company
would incur if the product was first shipped to its location. The Company also
feels it is not at risk for any currency fluctuations in its dealing with its
foreign manufacturers since all orders are based on U.S. dollars and the Company
does not have any long term purchase commitments.

     Selling, general and administrative expense consists of payroll and related
fringe benefits, royalties; commissions paid to manufacturers sales
representatives, and advertising, rent, depreciation and other related fixed
overhead expenses. Also included in this category are the expenses related to
the replication of movie props to ready them for mass production by the contract
manufacturers, as well as the non-cash costs related to services satisfied by
the issuance of Company stock. The services provided were in direct support of
the operations of the Company. As the Company


                                       14

<PAGE>

grows, through acquisitions and the sales of current product, it anticipates it
will have to rely less on the issuance of stock for services due to increased
cash flows as well as capital. The benefits to the Company from these stock
transactions are to reduce the use of cash, which allowed the Company to devote
the maximum amount of resources to expanding the business. For accounting
purposes, the Company valued these services at the fair market value of the
services rendered or the fair market value of the stock at time of issuance
whichever was more readily determinable. The Company capitalizes the tooling
costs of movie props. Only the tooling costs of a product to be made and sold
have been capitalized and no other development costs are capitalized. The
Company capitalized no tooling cost for the three months ended May 31, 2001, but
capitalized tooling cost of $13,779 during the three months ended May 31, 2000.
All other pre-production costs are expensed. Other pre-production costs include
prototypes and samples of packaging, displays and products. All expensed
pre-production costs, and the amortization of capitalized tooling costs, are
included within selling, general and administrative expenses. Costs of
manufacturing products for sale are included within costs of sales.

     The amount and timing of the revenue generated from the sales of movie
related products is not possible to accurately predict because of the length of
time it may take the project to be commercially successful, if at all. As a
result, the Company's revenues and net income may fluctuate significantly
between comparable periods. Additionally, since the Company's inception, it has
experienced significant operating and net losses that it has been able to fund
by obtaining private capital. The Company, therefore, cannot predict if and when
it will generate income from operations and if it will be able to raise
sufficient capital necessary to fund future operations.

     As of the fiscal quarter ended May 31, 2001, the Company had an accumulated
deficit of $14,381,459. This deficit arose from operating losses and not any
particular transaction or transactions. The Company has not generated sufficient
revenues to meet its operating expenses. As a result, there is substantial doubt
about the Company's ability to continue as a going concern.

     The Company shipped X-Men products with sales in excess of $515,000 for
year ended February 28, 2001. The Company continues to ship X-Men product during
the three months ended May 31, 2001. The royalties payable on these sales are in
excess of the minimum required royalty for X-Men products. Another movie is
scheduled to be released in 2002. The Company has not yet had any sales of
Terminator products, and does not anticipate beginning selling Terminator
products unless a new Terminator movie is released. The Company anticipates that
another Terminator movie may be released in 2002. If a new movie is released,
the Company will be prepared with product and believes it will able to sell
enough products to justify its minimum royalty. The Company also has not had
sales of Austin Power products sufficient to pay the minimum royalty at the
contractual royalty rates. The Company believes that there will be another
Austin Powers movie released in 2002, and the Company will be prepared with
product upon that release and will generate significant sales of Austin Power
products. The Company's license for Austin Powers's products expires in 2001.
However, the Company believes that both the term of the license and the period
in which it has to meet the minimum royalty will be extended through 2002. If
new movies are not released, or if the Company does not realize significant
sales if new movies are released, the Company might be required to use other
sources of cash flow to pay the remaining $7,500 in minimum royalties on
Terminator products and the remaining $70,000 of minimum royalties on the Austin
Powers products. The Company also signed a license with Marvel Enterprises.
Currently the Company is just in the beginning phases of obtaining product
approval from Marvel Enterprises. The royalty rate for this license is 12% of
sales with a minimum royalty of $75,000 of which $40,000 has been paid as of
February 28, 2001; the balance of the minimum royalty payment has to be made by
the December 31, 2003 expiration date of the license. Based upon the Company's
current distribution channels as well as the Company's previous success with
Marvel products, the Company believes that it will generate sufficient revenue
during the life of the license to meet it's minimum royalty commitment. The
Company also signed a licensing agreement to distribute, "Tattle Tail". The
royalty rate for this license is 7% of sales. A minimum royalty amount of
$84,000 is payable by November 30, 2003 the expiration date of the license.
Based upon the Company's current channels of distribution within the Team Sports
Division, the Company believes that it will generate sufficient revenue to meet
its minimum royalty commitment. On May 1, 2000 the Company entered into a
licensing agreement with Chicken Soup for the Soul Enterprises ("CSSE"), with a
term ending on December 31, 2002. The Company will offer and sell a line of
products derived from Chicken Soup brand, including silver-like paperweights,
paper clip holders, and costume and fine jewelry along with other items under
the terms of the agreement. The Company is required to pay a royalty of ten
percent (10%) on sales of the products licensed from CSSE, with a minimum
royalty of $50,000. The Company paid $15,000 at the time of signing the license
with $10,000 due upon the first shipment of product. No product under this
license has yet been shipped. One half of the remaining minimum royalty
($12,500) is due on May 1, 2001 and the other half is due on May 1, 2002. The
May 1, 2001 payment has been postponed until the Company starts shipping
product. The Company anticipates


                                       15

<PAGE>

shipping product towards the end of 2001. Based upon the Company's current
distribution channels as well as the Company's previous success with similar
products, the Company believes that it will generate sufficient revenue during
the life of the license to meet it's minimum royalty commitment. On July 17,
2000 the Company entered into a licensing agreement with Stan Lee Media, Inc.
("Stan Lee"), with a term ending on May 1, 2003. The Company will offer and sell
Stan Lee products including Stan Lee wall scrolls, pens and rings, lithographs,
official Cross-like fountain pens, book-ends, and desk accessories, along with
other items under the terms of the agreement. The Company is required to pay a
royalty of ten percent (10 %) on sales of the licensed products, with a minimum
royalty of $40,000. The Company was required to pay $20,000 at the time of
signing the license with $20,000 payable no later than November 1, 2001. The
Company has made these payments. Based upon the Company's current distribution
channels as well as the Company's previous success with similar products, the
Company believes that it will generate sufficient revenue during the life of the
license to meet it's minimum royalty commitment. The Company also signed a
licensing agreement with The Jim Henson Company to sell Farscape products which
ranges from collectors pins and wall scrolls to replicas of featured spacecraft
and other items used on the show. The Company has paid The Jim Henson Company
$10,000 against the guaranteed minimum royalty payment of $25,000. The royalty
rate for these products is 10%. The license expires December 31, 2003. The
Company plans to introduce these products by the end of 2001. Based upon the
Company's current distribution channels as well as the Company's previous
success with similar products, the Company believes that it will generate
sufficient revenue during the life of the license to meet it's minimum royalty
commitment.

The Company also signed a licensing agreement with Twentieth Century Fox to
produce a wide variety of collectibles for its feature film Planet Of The Apes
that was released in July 2001. Licensed items include, desktop collectibles,
decorative pins and wall scrolls. The Company has paid Twentieth Century Fox
$15,000 against the guaranteed minimum royalty payment of $30,000. The other
minimum royalty payments are $5,000 due June 30, 2002 and $10,000 due July 1,
2002. The royalty rate for these products is 10%. The license expires June 30,
2003. The Company plans to introduce these products by the end of 2001. Based
upon the Company's current distribution channels as well as the Company's
previous success with similar products, the Company believes that it will
generate sufficient revenue during the life of the license to meet its minimum
royalty commitment.

     During the three months ended May 31, 2001 the Company also signed a
licensing agreement with Marvel enterprises to administer the official Marvel
Universe Fan Club. The Fan Club is marketed in Marvel comic books, over the
Internet and other mediums. The Company anticipates opening the club for members
by the end of September 2001. Currently the Company has received approximately
eight thousand inquiries regarding membership with an anticipated membership fee
of approximately twenty dollars per member. The Company has paid $63,500 towards
the minimum guaranteed royalty payment of $1,500,000. The balance of the royalty
payments are due as follows: $86,500 is due immediately, $150,000 is due
December 31, 2001, $200,000 is due March 31, 2002, June 30, 2002, December 31,
2002, March 31, 2003, June 30, 2003 and December 31, 2003. The license expires
December 31, 2003. The royalty rate for this license is 15%.

     During the three months ended May 31, 2001, the Company signed a licensing
agreement with Global Icons who represents the Three Stooges. The Company will
be producing scrolls and desktop collectibles. The Company believes The Stooges
have a universal appeal. This license isn't based on a movie coming out, even
though Global Icons is talking about one for the near future. The Company has
paid Global Icons $5,000 against the guaranteed minimum royalty payment of
$10,000. The royalty rate for these products is 10%. The license expires
December 31, 2003. The Company plans to introduce these products by the end of
2001. Based upon the Company's current distribution channels as well as the
Company's previous success with similar products, the Company believes that it
will generate sufficient revenue during the life of the license to meet it's
minimum royalty commitment.

     During the three months ended May 31, 2001 the Company signed a licensing
agreement with Spider-Man Merchandising L.P. The movie Spider-Man will be
released in May of 2002. Spider-Man was first introduced to the world, by
Marvel, 38 years ago. The Company will be creating desktop collectibles, pins
and scrolls. The Company has paid Spider-Man Merchandising L.P. $40,000 against
the guaranteed minimum royalty payment of $80,000. The other minimum royalty
payments are $20,000 due June 30, 2002 and $20,000 due December 31, 2002. The
royalty rate for these products is 14%. The license expires March 31, 2003. The
Company plans to introduce these products in early 2002 prior to the release of
the movie. Based upon the Company's current distribution channels as well as the
Company's previous success with similar products, the Company believes that it
will generate sufficient revenue during the life of the license to meet its
minimum royalty commitment.


                                       16

<PAGE>

     During the three months ended May 31, 2001 the Company signed a licensing
agreement with New Line Cinema to produce collectibles related to the movie Lord
Of The Rings. One of the "most read" series of books is now a trilogy of motion
pictures from New Line Cinema to be released starting in December of 2001, with
additional releases scheduled in December of 2002 & 2003. The Company's products
will include wall scrolls depicting maps and family trees, movie scenes and
characters, and desktop collectibles, including "the ring". The Company will pay
New Line Cinema a guaranteed minimum royalty payment of $190,000. The minimum
royalty payments are $40,000 due upon signing of contract, $35,000 due December
31, 2001, $32,500 due by June 30, 2002, $32,500 due by December 31, 2002,
$25,000 due by June 30, 2003 and $25,000 due by December 31, 2003. The royalty
rate for these products is 14%. The license expires December 31, 2004. The
Company plans to introduce these products prior to the release of the movies.

Results of Operations

Three Months Ended May 31, 2001 compared to Three Months Ended May 31, 2000.

Net revenue for the three months ended May 31, 2001 was $87,391 and primarily
consisted of sales of X-Men products of approximately $6,467, sales of
plate-signed lithographs from Rolling Stones album covers and tour art of
approximately $1,823 and sales from the Team Sports product lines of
approximately $79,101. Revenue for the three month ended May 31, 2000 was $9,630
and was predominantly comprised of sales of Austin Powers's products.

     Cost of sales for the three months ended May 31, 2001 increased by $18,916
from the three months ended May 31, 2000. This increase was mainly attributable
to the increased volume of sales for the products related to the Team Sports.
Cost of sales as a percentage of revenues decreased to 31.6% for the three
months ended May 31, 2001 as compared to 90.2% for the same period last year.
The decrease in cost of sales as a percent of revenues for the three months
ended May 31, 2001 over the same period the previous year is primarily due to
the margins from the Team Sports products.

     Selling, general and administrative expenses for the three months ended May
31, 2001 increased to $999,320 from $877,433 for the same period the previous
year. For the three months ended May 31, 2001 and May 31, 2000 the services
obtained through the issuance of stock include internal accounting and financial
services, internet website creation, marketing assistance, insurance program
review and general management consulting services in the amount of approximately
$137,192 and $383,655 respectively. Staffing decreased to seven full time
employees and one-part time consultants for marketing and licensing for the
three months ended May 31, 2001 as compared to thirteen full-time and two part
time employees for the same period the previous year. As previously mentioned,
the Company incurs charges to bring the product to market. These charges relate
to the costs of producing samples as well as the related package design costs
that must be approved by the licensor prior to full production runs of the
product. For the three months ended May 31, 2001, the Company incurred charges
relating to the costs of producing the samples as well as the related package
design of approximately $4,900 versus charges of approximately $10,000 for the
same period the previous year. Also included in the selling, general and
administrative expenses were those of the two acquisitions completed during
2001. The Music Art and Team Sport acquisitions contributed approximately
$14,286 and $508,543 respectively of the selling, general and administrative
expenses during the three months ended May 31, 2001. Due to the acquisitions,
the Company incurred charges related to the amortization of goodwill during the
three months ended May 31, 2001 of approximately $464,089 as compared to $0 for
the same period last year. As previously mentioned, the Company incurred a
charge of approximately $444,661 for the three months ended May 31, 2001 for
impairment of long-lived asset related to the write down of goodwill for the
Team Sports acquisition completed during year ended February 28, 2001. As
previously mentioned the Company and former owners of Rooter Rattle LP and
verbally agreed to give back to Rooter Rattle LP all assets and certain
liabilities to the extent the liabilities exceed the assets by $150,000
effective August 1,2001.

The Company incurred interest expense of approximately $126,000 for the three
months ended May 31, 2001 as compared to approximately $167,000 for the same
period the previous year due to increased borrowings and the beneficial
conversion calculation related to the application of the EITF ("Emerging Issues
Task Force") Bulletin for accounting of convertible securities and notes and
loans payable with beneficial conversion features. The beneficial conversion
calculation added approximately $0 and $130,000 of interest expense respectively
for the three months ended May 31, 2001 and May 31, 2000.

As a result of the above, the Company had a net loss of $1,065,567 for the three
months ended May 31, 2001 as compared to a net loss of $1,043,187 for the same
period last year.


                                       17

<PAGE>

Liquidity and Capital Resources

As of May 31, 2001, the Company had a working capital deficiency of
approximately $2,868,696. The working capital deficit as of May 31, 2001 is a
direct result of the unprofitable operations for the three months ended May 31,
2001 that resulted in a cash used in operating activities of approximately
$270,459. The Company had an ending cash balance of $138 at May 31, 2001.

     During the three months ended May 31, 2001, the Company purchased computer
and telephone equipment for approximately $23,200. The Company does not foresee
any significant capital expenditures needed in the next twelve months.

The Company has financed its losses through private sales of equity and debt
securities and the issuance of stock for services. During the three months ended
May 31, 2001, the Company received the following capital infusions:
approximately $106,500 (net of fees) from issuance of common stock and exercise
of stock options and approximately $206,950 (net of fees) from other borrowings.
Additionally, during this period the Company received notices requesting
conversion from the holders of demand notes and convertible debentures of
approximately $46,000. These instruments were convertible into 4,264,000 shares
of common stock. During the three months ended May 31, 2001, the Company made
payments of approximately $19,900 relating to demand notes of approximately
92,700.

     An event of default has occurred regarding the $400,000 convertible
debenture in that the Company did not have an effective registration statement
within 150 days of the debenture sale. As a result of this default, the Company
is obligated to pay the debenture holders the principal amount of the debentures
together with interest and certain other amounts. The Company does not have the
capital resources to pay the amounts required under this agreement. The secured
convertible debenture holders have informed the Company that they do not intend
to take any action at this time due to the default. The Company does not,
however, have any legally binding commitment from the debenture holders to waive
the default provision of the debenture. Subsequent to May 31, 2001 the
convertible secured debenture holders converted $12,500 of this debt into
2,499,000 shares of the Company's common stock.

     Subsequent to May 31, 2001, the Company has received approximately $414,000
of cash financing through the issuance of debt and stock and the Company has
converted approximately $32,500 of debt and $2,583 of accrued interest into
approximately 4,757,300 shares of common stock of the Company.

     As of May 31, 2001, the Company had $653,272 in outstanding notes and loans
payable, $121,800 in convertible subordinated debentures and $400,000 in
outstanding convertible secured debentures. The Company also made approximately
$19,900 of scheduled payments against the remaining debt that matures at varying
dates throughout fiscal quarter ending May 31, 2001. As of May 31, 2001, the
Company had $1,390,533 in accounts payable and accrued expenses, $562,047 in
accrued payroll and related taxes and $295,142 in accrued interest and royalties
expenses. However, there is no guarantee that it will continue to be successful
in renegotiating the payment terms on its debt and may need outside capital.
Furthermore, there can be no assurances that the Company will be able to obtain
the necessary funding to finance their operations or grow revenue in sufficient
amounts to fund their operating expenses.

Forward Looking Statements

Sections of this Report contain forward looking statements, including without
limitation, statements concerning possible or assumed future results of
operations of the Company preceded by, followed by, or that include the words
"believe," "expects," "anticipate," "estimates," "intends," "plans," or similar
expressions.

Forward-looking statements are not guarantees of future performance. They
involve risks, uncertainties, and assumptions. Due to the fact that the Company
faces competition from other licensors for shelf space, the ability of the
Company to obtain additional licenses and the uncertainty of the public's
response to the Company's properties as well as uncertainty as to the Company's
ability to raise sufficient capital to fund losses from operations, actual
results or outcomes may differ materially from any such forward-looking
statements.


                                       18

<PAGE>

                                     PART II

ITEM 1. Legal Proceedings

All pending legal proceedings have been previously reported in the Form 10-KSB
for the fiscal year ended February 28, 2001.

ITEM 2. Changes in Securities and Use of Proceeds

There have been no changes in the instruments defining the rights of security
holders.

The following sales of securities were made during this period without
registration under the Securities Act of 1933:

<TABLE>
<CAPTION>
        Name                 ## Shares      Services / $ Value          Cash received    Date
        <S>                  <C>            <C>                         <C>              <C>
        Edward L. Carduner      100,000     Financial / 1600                             3/6/01
        James Onufrak           100,000     Financial / 1600                             3/19/01
        Katie Lonker            250,000     Financial / 5000                             3/19/01
        Scott Lonker            250,000     Financial / 5000                             3/19/01
        Joel Wildman             60,000     Sales / 1200                                 3/19/01
        Edward L. Carduner      100,000     Financial / 1600                             4/6/01
        Stuart Abramson       1,040,000     Convert / 10,400                             4/6/01
        Julia Patricia Rust     500,000                                 5000             4/12/01
        Kenneth Wm Volstad      295,232     Financial / 2952                             4/12/01
        Roger Smith             150,000                                 1500             4/12/01
        Edward L. Carduner      300,000     Financial / 6000                             5/10/01
        James Onufrak           250,000     Financial / 5000                             5/10/01
        Kanakaris Wireless    4,000,000     Marketing / 80,000                           5/18/01
        Robert E. Kramen        920,000     Marketing / 18,400                           5/29/01
        Robert E. Kramen        600,000     Convert / 6000                               5/29/01
        Steven Newton         1,460,000     Marketing / 29,200                           5/29/01
        Dennis Rankin           224,000     Convert / 5800                               5/29/01
        Paul Lipschutz       10,000,000     Options @ $0.01 / 100,000                    5/29/01
        James Mustoe          2,500,000     Convert / 25,000                             5/31/01
        James Mustoe            125,000     Interest / 1,250                             5/31/01
        James Mustoe            700,000     Interest / 11,200                            5/31/01
        James Mustoe            600,000     Consulting / 12,000                          5/31/01

</TABLE>

All of the above sales were made in reliance on the exemption provided by
Section 4(2) of the Securities Act of 1933.

ITEM 3. Defaults Upon Senior Securities - none.

ITEM 4. No matters were submitted for a vote of security holders during this
period.

ITEM 5. Other information - none.

ITEM 6. Exhibits and Reports on Form 8-K.


                                       19

<PAGE>

Exhibits

3.1      Certificate of Incorporation *

3.2      Bylaws. *

4.1      Form of Debenture used in outstanding debt of approximately $70,000 as
         of 2/29/00. *

4.2      Form of Debentures Due April 2001 (aggregate $400,000). *

4.3      Form of Warrants issued in connection with 4.2 (exercisable for an
         aggregate 4,000,000 shares). *

4.4      Form of Registration Rights Agreement with holders of 4.2 and 4.3. *

10.1     Paul S. Lipschutz Employment Agreement. *

10.2     Exclusive Licensing Consultant Agreement with Building Q. *

10.3     Merchandise License with New Line Productions, Inc. for Austin Powers
         products. *

10.4     Royalty Agreement with Galena Industries.  *

10.5     License Agreement with Creative Licensing Corporation for Terminator
         Products. *

10.6     License Agreement with Canal+ DA for Terminator 2 products. *

10.7     Financial Consulting Agreement with NIR Group, LLC. *

10.8     License Agreement with Marvel Characters, Inc. for X-Men products.  *

10.9     Lease for 1600 Lower State Road. *

10.10    Agreement with Verne Troyer and TC Ventures. *

10.11    Secured Convertible Debenture Purchase Agreement. **

10.12    Security Agreement executed in connection with Exhibit 10.11. **

10.13    Separation Agreement with S.D. Studios. **

16       Letter on change in certifying accountant, incorporated by reference to
         Form 8-K filed on 8/4/2000.

       * Incorporated by reference to Form 10-KSB 12G filed on 5/24/2000.

      ** Incorporated by reference to Form 10-KSB 12G filed on 9/7/2000.

Reports on Form 8-K.

On February 15, 2001, the Company filed a report on Form 8-K to disclose on Item
2 its entering into an asset purchase agreement with Rattle Rooter, LP.

On February 20, 2001, the Company filed a report on Form 8-K to disclose on Item
2 its acquisition of the assets of Rooter Rattle, LP. In Item 7, the financial
statements of Rooter Rattle were reported, as was Proforma financial
information.


                                       20

<PAGE>

                                   SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                              COLLECTIBLE CONCEPTS GROUP, INC.

                                              By: /s/ Paul S. Lipschutz
                                              -------------------------
                                              Paul S. Lipschutz,
                                              Chief Executive Officer


                                              Date: December 17, 2001



                                              By: /s/ Jeffrey Andrews
                                               ----------------------
                                              Jeffrey Andrews,
                                              Chief Financial Officer


                                              Date: December 17, 2001



                                       21