<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                AMENDMENT NO. 1


                                   FORM 10-QSB

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

For the quarterly period ended May 31, 2000

[ ]    TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934.

For the transition period from                        to                      .
                               ----------------------    ---------------------

                         COMMISSION FILE NUMBER: 0-30703

                        COLLECTIBLE CONCEPTS GROUP, INC.
                        --------------------------------
             (Exact name of registrant as specified in its charter)

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

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

                                  215/491-1075
              (Registrant's telephone number, including area code)

                                 Not applicable
--------------------------------------------------------------------------------
               (Former name, former address and former fiscal year
                          if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
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) has been subject to such filing requirements for
the past 90 days. [ ] Yes [ X ] No (The Registrant has been subject to the
reporting requirements for less than 90 days).

                      APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding shares of the registrant's Common Stock, par value
$.001, was 189,508,292 as of September 7, 2000.


<PAGE>



                        COLLECTIBLE CONCEPTS GROUP, INC.
                                     INDEX
<TABLE>
<CAPTION>

PART I:  FINANCIAL INFORMATION

Item 1.   Financial Statements
<S>       <C>                                                                                     <C>
(a)       Financial Statements of Collectible Concepts Group, Inc. ..............................   3

          Balance Sheet -
          May 31, 2000 ..........................................................................   4

          Statements of Operations --
          for the three month periods ended May 31, 2000
          and 1999...............................................................................   5

          Statement of Shareholders' Deficiency --
          May 31, 2000...........................................................................   6

          Statements of Cash Flows --
          For the three-month periods ended May 31, 2000
          And 1999...............................................................................   7

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

(b)       Financial Statements of Music Art, LLC for the Three Months Ended
          March 31, 2000 (Music Art, Inc. acquired by Collectible Concepts Group, Inc.
          on June 5, 2000) ......................................................................  16

          Balance Sheet .........................................................................  17

          Statements of Operations and Member's Deficiency ......................................  18

          Statements of Cash Flows ..............................................................  19

          Notes to Financial Statements .........................................................  20

(c)       Financial Statements of Music Art, LLC for the Year Ended December 31, 1999
          (Music Art, Inc. acquired by Collectible Concepts Group, Inc. on June 5, 2000) ........  23

          Independent Auditor's Report ..........................................................  24

          Balance Sheet -
          December 31, 1999  ....................................................................  25

          Statements of Operations and Member's Deficiency
          For the Year ended December 31, 1999 ..................................................  26

          Statement of Cash Flows --
          For the Year ended December 31, 1999...................................................  27

          Notes to Financial Statements..........................................................  28

          Collectible Concepts Group, Inc. Pro Forma Financial Information ......................  31

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations....................................................  37

PART II: OTHER INFORMATION

Item 1.   Legal Proceedings......................................................................  44

Item 2.   Changes in Securities and Use of Proceeds..............................................  44

Item 3.   Defaults on Senior Securities..........................................................  46

Item 4.   Submission of Matters to vote of Securityholders.......................................  46

Item 5.   Other Information......................................................................  46

Signatures.......................................................................................  47

</TABLE>
                                       2
<PAGE>


                        COLLECTIBLE CONCEPTS GROUP, INC.

                            FOR THE QUARTERLY PERIOD
                               ENDED MAY 31, 2000




                                        3
<PAGE>


                        COLLECTIBLE CONCEPTS GROUP, INC.
                                  BALANCE SHEET
                                  MAY 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                     ASSETS
<S>                                                                             <C>
CURRENT ASSETS
      Cash and cash equivalents                                                 $   354,747
      Accounts receivable - trade
          (net of allowance for doubtful accounts of $1,500)                         16,082
      Inventories                                                                   393,424
      Prepaid royalties                                                              40,766
      Prepaid expenses and other                                                     48,967
                                                                                -----------

              Total current assets                                                  853,986
                                                                                -----------

PROPERTY AND EQUIPMENT                                                               85,290

Less - accumulated depreciation                                                      20,325
                                                                                -----------

              Net property and equipment                                             64,965
                                                                                -----------

                   Total assets                                                 $   918,951
                                                                                ===========



                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
      Notes and loans payable, current portion                                  $   323,865
      Convertible debentures                                                        192,991
      Accounts payable and accrued expenses                                         422,091
      Accrued payroll                                                               286,556
      Payroll taxes payable                                                          76,767
      Accrued interest                                                               83,329
      Accrued royalties                                                               5,462
                                                                                -----------

          Total current liabilities                                               1,391,061
                                                                                -----------

NOTES PAYABLE, NET OF CURRENT PORTION                                                21,289
                                                                                -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
      Capital stock, $.001 par value,
          350,000,000 shares authorized;
          187,280,167 issued and outstanding                                        187,281
      Additional paid-in-capital                                                  8,610,393
      Accumulated deficit                                                        (9,236,473)
      Deferred compensation/services                                                (54,600)
                                                                                -----------

          Total shareholders' deficiency                                           (493,399)
                                                                                -----------

                   Total liabilities and shareholders' deficiency               $   918,951
                                                                                ===========
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS

                                        4
<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                            STATEMENTS OF OPERATIONS
                THREE MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       2000                          1999
                                                                       ----                          ----
<S>                                                                <C>                          <C>
SALES                                                              $       9,630                $       7,226

COST OF SALES                                                              8,689                        2,782
                                                                   -------------                -------------

      GROSS PROFIT                                                           941                        4,444

SELLING, GENERAL AND ADMINISTRATIVE                                      877,433                       78,294
                                                                   -------------                -------------

LOSS FROM OPERATIONS                                                    (876,492)                     (73,850)

OTHER INCOME (EXPENSES)
      Total other income (expense), interest expense                     166,695                        3,266
                                                                   -------------                -------------


NET LOSS                                                           $  (1,043,187)               $     (77,116)
                                                                   =============                =============



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

WEIGHTED AVERAGE SHARES USED IN NET
       LOSS PER SHARE CALCULATIONS:
      BASIC AND DILUTED                                              181,554,000                   94,777,000
                                                                   =============                =============
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                        5
<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                      STATEMENT OF SHAREHOLDERS' DEFICIENCY
                         THREE MONTHS ENDED MAY 31, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                        Common Stock        Additional                     Deferred
                                               --------------------------    Paid-in      Accumulated    Compensation/
                                                   Shares        Amount      Capital        Deficit        Services        Total
                                               --------------  ----------   -----------   ------------   -------------  -----------
<S>                                              <C>            <C>         <C>            <C>              <C>         <C>
Balance, March 1, 2000                           162,703,418    $ 162,704   $ 7,247,996    $(8,193,286)     $ (69,300)  $ (851,886)

Common stock issued for
       cash and services rendered                 19,020,900       19,021       813,836              -              -      832,857

Conversion of convertible debentures, notes
       and loans payable to common stock           5,555,849        5,556       108,895              -              -      114,451

Issuance of stock options and warrants                     -            -       309,500              -              -      309,500

Additional paid-in capital related to
      convertible loans, notes and
      subordinated debentures                              -            -       130,166              -              -      130,166

Amortization of unearned compensation                      -            -             -              -         14,700       14,700

Net loss for the three months ended
       May 31, 2000                                        -            -             -     (1,043,187)             -   (1,043,187)
                                               --------------  -----------  ------------  -------------  -------------  -----------

Balance, May 31, 2000                            187,280,167    $ 187,281   $ 8,610,393    $(9,236,473)     $ (54,600)  $ (493,399)
                                               ==============  ===========  ============  =============  =============  ===========
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS


                                        6
<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                            STATEMENTS OF CASH FLOWS
                THREE MONTHS ENDED MAY 31, 2000 AND MAY 31, 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                         2000             1999
                                                                                         ----             ----
<S>                                                                                 <C>                <C>
OPERATING ACTIVITIES
      Net loss                                                                      $ (1,043,187)      $ (77,116)
      Adjustments to reconcile net loss to
          net cash used in operating activities:
              Depreciation and amortization                                                7,886             850
              Common stock issued for services rendered                                  383,655          52,120
              Interest expense related to beneficial conversion of debt                  130,166               -
              Expense related to issuance of options and warrants                         52,833               -
      Changes in operating assets and liabilities:
          (Increase) decrease in:
              Accounts receivable                                                         (3,696)         (1,996)
              Inventories                                                               (244,016)        (31,973)
              Prepaid royalties                                                          (11,945)        (10,000)
              Other assets                                                                13,400           1,800
          Increase (decrease) in:
              Accounts payable and accrued expenses                                       52,554          18,775
              Acrued interest                                                              4,860         (10,290)
              Accrued payroll                                                            (79,152)         (5,700)
              Payroll taxes payable                                                       65,752           2,379
                                                                                    -----------------------------

                   Net cash used in operating activities                                (670,890)        (61,151)
                                                                                    -----------------------------

INVESTING ACTIVITIES
      Net cash used in investing activities, purchase
              of property and equipment                                                  (24,127)         (6,367)
                                                                                    -----------------------------

FINANCING ACTIVITIES
      Borrowings, net of financing fees                                                  370,500          17,662
      Proceeds from issuance of capital stock, net                                       446,407          46,575
      Repayment of notes and loans                                                       (14,634)              -
                                                                                    -----------------------------

                   Net cash provided by financing activities                             802,273          64,237
                                                                                    -----------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         107,256          (3,281)

CASH AND CASH EQUIVALENTS, BEGINNING                                                     247,491           4,182
                                                                                    -----------------------------

CASH AND CASH EQUIVALENTS, ENDING                                                      $ 354,747           $ 901
                                                                                    =============================
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS

                                        7
<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                         NOTES TO FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MAY 31, 2000

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 financial statements as of May 31, 2000 and for the three
         months ended May 31, 2000 and 1999 are unaudited; however, in the
         opinion of management, such statements include all adjustments,
         consisting solely of normal recurring adjustments, necessary for a fair
         presentation of the results for the periods presented.

              The interim financial statements should be read in conjunction
         with the financial statements for the fiscal year ended February 29,
         2000 and the notes thereto, included in the Company's report on Form
         10-KSB for the year ended February 29, 2000.


         Risks, Uncertainties and Management Estimates

              The results of operations for the interim periods are not
         necessarily indicative of the results that might be expected for future
         interim periods or for the full year ending February 28, 2001.

              The preparation of the Company's 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 and disclosure of contingent assets
         and liabilities at the date of the financial statements and reported
         amounts of revenues and expenses during the reporting period. Actual
         results could differ from those estimates.

         Revenue Recognition

              Revenue from the sale of products is recognized at the time of
         delivery. The Company records an allowance for estimated returns, as
         required.

         Earnings (Loss) Per Share

              The Company follows Statement of Financial Accounting Standards
         No. 128 ("FAS No. 128") "Earnings Per Share". Basic and fully diluted
         earnings (loss) per share amounts are computed based on net income
         (loss) and divided by the weighted average


                                        8

<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         THREE MONTHS ENDED MAY 31, 2000


NOTE  1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (continued)

         number of shares actually outstanding. The number of shares used in the
         computation were 181,554,000 in 2000 and 94,777,000 in 1999.

              The assumed conversion of convertible debt into 11,000,000 common
         shares in 2000 and 3,000,000 common shares in 1999 and the exercise of
         outstanding options and warrants to purchase 26,325,000 common shares
         in 2000 and 12,020,000 common shares in 1999 were not included in the
         computation of diluted earnings (loss) per share in both 2000 and 1999
         because the assumed conversion and exercise would be anti-dilutive due
         to net losses incurred in both years.

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, 2000, the Company has a shareholder's
         deficiency of $439,399 and a working capital deficiency of $ 537,075.
         These factors 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.

              To generate additional revenues and the working capital needed to
         continue and expand operations, the Company has accomplished the
         following.

              During the quarter ending May 31, 2000, a licensing agreement was
         signed with IMS Properties and Titan Motorcycle Company of America for
         the manufacture, sale and distribution of a limited edition replica of
         the Indy 500 Titan Motorcycle. Subsequent to May 31, 2000, the Company
         signed a licensing agreement with Chicken Soup for the Soul
         Enterprises, Inc. for the manufacture, sale and distribution of more
         than two dozen collectibles to be sold in bookstores and other retail
         chains. The collectibles will include penholders, nightlights and
         sports-related items such as tennis rackets covers, all carrying an
         inspirational phrase from a Chicken Soup book. Subsequent to May 31,
         2000 the Company signed a licensing agreement with Stan Lee Media, Inc.
         to develop collectibles based on Stan Lee's signature style and global
         lifestyle brand, as well as his latest project, the 7th Portal- a team
         of 21st Century Super Heroes and Super Villains. The collectibles will
         include sculptures, lithographs, pins, bookends, desk sets and fountain
         pens based on the image of Stan Lee, the image of "Evil Stan" - the
         alter ego of Stan Lee and the 7th Portal. The license agreement also
         includes rights to develop merchandise in connection with a theatrical
         release of a "7th Portal" feature film during the term of the
         agreement. The signing of these agreements was part of the Company's
         ongoing plan to become a broad based, sports and entertainment product
         company.



                                       9
<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         THREE MONTHS ENDED MAY 31, 2000


NOTE  2. GOING CONCERN (continued)

              In the second quarter of fiscal year 2001, the Company began to
         ship to its retail customers, products related to the X-Men movie that
         was released throughout the United States on July 14, 2000, with
         worldwide distribution of the movie expected to continue through
         November. During the second quarter of fiscal 2001, the Company also
         started the official X-Men Club website (www.X-MenClub.com) which has
         attracted over 600 paid members and approximately 6,000 who signed up
         for the free club newsletter.

              Also, completed during the quarter ending May 31, 2000, was a
         website devoted to the "Golden Age of Baseball"
         (www.collectbaseball.com).

              In it's continual search to even out the fluctuation in the
         Company's revenue cycle, the Company made two acquisitions subsequent
         to May 31, 2000. On June 7, 2000, the Company acquired Music Art, which
         has a license from the Rolling Stones to distribute lithographs of
         signed album covers. They also have a license with Phil Ceccola, a
         published photographer of many rock bands, to distribute signed
         photographs of Bruce Springsteen. The Company plans to market Music Art
         products to retailers on it's recently launched website,
         www.collectmusicart.com.

              On August 2, 2000, the Company announced the acquisition of Rooter
         Rattle Sports Specialty Company. Rooter Rattle produces licensed sports
         novelties with the league and team logos of Major League Baseball,
         Minor League Baseball, National Professional Soccer League, American
         Hockey League, East Coast Hockey League, Class of 2000 and Arena Indoor
         Football. To more accurately reflect the diverse nature of their
         product line, the name was subsequently changed to Team Sports
         Concepts.

              The Company has signed an agreement with an experienced
         management/consulting firm for the purpose of raising $5,000,000 of
         additional capital to fund future operations, including acquisitions.
         As of May 31, 2000, the Company has received $1,022,500, with an
         additional $439,000 received subsequent to year-end (in June 2000).

              The Company has developed and currently operates the following
         websites in addition to the CollectibleConcepts.com website:

              o    powersclub.com

              o    mini-v.com

              o    x-menclub.com

              o    collectmusicart.com

                                       10

<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         THREE MONTHS ENDED MAY 31, 2000


NOTE  2. GOING CONCERN (continued)

              The Company has reserved several additional website names for
         future use, including the following:

              o    collectyankees.com

              o    terminatorclub.com

NOTE  3. NOTES AND LOANS PAYABLE

              At May 31, 2000, notes and loans payable consisted of various
         unsecured notes and loans payable to certain individuals, investors and
         an auto finance company. The notes and loans bear interest at various
         rates ranging from 8.0% to 12.0% and have various maturities through
         February 28, 2006. During the quarter ended May 31, 2000, the Company
         converted notes and loans payable in the amount of $76,000 into
         3,889,000 common shares. In connection with the issuance of certain
         notes payable during the year ended February 29, 2000, the Company
         recorded additional interest expense of $46,766 for the three months
         ended May 31, 2000 relating to beneficial conversion features.

              Included in notes and loans payable is $50,000 due to the
         Company's President. During the three months ended May 31, 2000, the
         Company accrued interest of approximately $1,270 relating to these
         loans to its President and at May 31, 2000 approximately $67,000 in
         accrued interest was payable relating to these loans, which is recorded
         in "accrued interest" in the accompanying balance sheet.

NOTE  4. CONVERTIBLE SUBORDINATED DEBENTURES

              At May 31, 2000, the Company has outstanding $455,000 of
         convertible debentures to various individuals and investor groups which
         mature at various times through February 2001 and bear interest at 12%
         per annum. At May 31, 2000, the debentures are offset by a net contra
         discount of approximately $256,000 related to warrants issued in
         connection with the debentures issued to a group of investors for
         $400,000 (see following paragraph). Each $1,000 unit is convertible at
         any time at the holder's option into between 10,000 and 25,000 shares
         of Company common stock for cumulative 11,000,000 common shares. In
         connection with the issuance of the convertible debentures, the Company
         recorded additional interest expense of $83,400 for the three months
         ended May 31, 2000 relating to beneficial conversion features.

              Included in convertible subordinate debentures are $400,000 of
         convertible debentures issued by the Company in May 2000; these
         debentures mature April 2001, are secured by substantially all the
         Company's assets and bear interest at 10% per annum payable quarterly;
         the debentures are convertible into common stock at any time at the
         holder's option at the lessor of $.04 per share of 50% of market value
         (the debt discount of $65,000 assigned to this beneficial conversion
         feature was recorded as additional paid-in capital and debt discount
         and was amortized as interest expense in the quarter ended May 31, 2000
         because the debentures are convertible at anytime at the holder's
         option); the debentures also have warrants to purchase 4,000,000 shares
         of common stock at 110% of the market value on the closing date - the
         warrants have a five-year life and are exercisable immediately (using
         an option pricing model, the warrants were valued at $280,000 using the
         following assumptions: no expected payment of dividends, expected lives
         of warrants of three years, a risk free rate of 6.5% and a volatility
         of 75%) (the $280,000 was recorded as additional paid-in capital and a
         debt discount and will be amortized to interest expense over the term
         of the related debentures); the debenture holders also have certain
         rights in the event the Company files a registration statement.


                                       11

<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         THREE MONTHS ENDED MAY 31, 2000


NOTE  5. COMMON STOCK

              In January 2000, the Company entered into an agreement to issue
         50,000 stock options per month for twelve months to a non-employee for
         consulting services to be rendered during calendar year 2000. The
         options are exercisable at $.01 per share and have no expiration date.
         In accordance with SFAS No. 123, "Accounting For Stock-Based
         Compensation", the Company recorded an expense of $29,500 and an
         increase to additional paid in capital for such options issued in
         March, April and May 2000. The method of determining the expense was
         based on using an option pricing model with certain assumptions,
         including a risk free interest rate of 6.5%, volatility of 100%,
         expected lives of options of 5 years and no expected payments of
         dividends. The weighted-average grant-date fair value of options
         granted was $.22 per share.

              During the three months ended May 31, 2000, the Company received
         $446,407 (net of $82,453 of financing costs) from the issuance of
         13,308,200 shares of common stock through private placements to various
         investors.

              The Company converted approximately $114,500 of notes and loans
         payable and related accrued interest into 5,555,849 shares of common
         stock.

              In connection with the issuance of $400,000 of debentures issued
         in May 2000, the Company issued warrants to purchase 4,000,000 shares
         of common stock at 110% of the market value on the closing date. Using
         an option pricing model, the warrants were valued at $280,000 using the
         following assumptions: no expected payment of dividends, expected lives
         of warrants of three years, a risk free rate of 6.5% and a volatility
         of 75%. The $280,000 was recorded as additional paid-in capital and a
         debt discount is being amortized to interest expense over the term of
         the related debentures.


                                       12

<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         THREE MONTHS ENDED MAY 31, 2000

              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 benefits to the Company
         from these transactions are as follows:

              o Reduced use of cash which allows it to devote the maximum
                resources to expanding the business;

              o Increased awareness of the Company which provides the
                opportunity for greater stock support;

              o Creates positive relationships as share price appreciation
                occurs.

              The dollar value of these activities included in the selling,
         general and administrative expenses for the three months ended May 31,
         2000 was $ 382,300. 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, 2000 was
         5,712,700.

NOTE  6. INCOME TAXES

              The Company accounts for income taxes in accordance with SFAS No.
         109, "Accounting for Income Taxes". The Company incurred no income tax
         expense for the three months ended May 31, 2000 due to net operating
         losses incurred.

NOTE  7. COMMITMENTS

         Employment Agreement

              The Company has an employment contract (the "agreement") with its
         President through January 1, 2005 which provides for minimal annual
         salary and bonuses based on Company revenues. The agreement also
         provides for one-year extensions every January 1 unless notice is given
         by the Company.

         Licensees

              The Company has entered into various licensing agreements (the
         "agreements") for the right to manufacture, sell and distribute certain
         collectibles and novelties relating to current and future movie
         characters. The agreements expire at various dates through December 31,
         2002 and generally require the Company pay a royalty of 10% of sales,
         with certain minimum royalty payments required. The total remaining
         minimum guaranteed royalty as of May 31, 2000 for all agreements is
         approximately $200,000 of which the Company has paid $55,000 in
         advances toward this minimum.

         Consulting Agreement

              During 2000, the Company entered into a consulting agreement with
         an investment advisor for the period March 2000 through February 2001
         requiring monthly payments of $5,000.

NOTE  8. STATEMENT OF CASH FLOWS

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

              Converted approximately $154,500 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.

NOTE  9. SUBSEQUENT EVENTS

              Subsequent to May 31, 2000, the following occurred.

              The company received advances from a significant stockholder in
         the amount of $439,000 from June through August 2000.

                                       13
<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         THREE MONTHS ENDED MAY 31, 2000


NOTE  9. SUBSEQUENT EVENTS (continued)

              On June 5, 2000, the Company acquired 100% of the outstanding
         common shares of Music Art Corporation ("Music Art") for 1,000,000
         shares of Company common stock (See Note 10).

              On August 2, 2000, the Company, through a recently formed
         wholly-owned subsidiary, Team Sport Specialties Corporation, purchased
         the 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 3,633,333 shares of common stock issued at a value of
         $545,000 (Note 10).

NOTE 10. ACQUISITIONS

              On June 5, 2000, the Company acquired 100% of the outstanding
         common shares of Music Art Corporation ("Music Art") for 1,000,000
         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 will be accounted for as a purchase. The
         1,000,000 shares of common stock issued to acquire Music Art was valued
         at $300,000, based on the Company's guarantee of the fair market price
         of the Company's common stock one year from the issuance date. The
         excess of acquisition cost over the fair value of net assets
         (liabilities), assumed to equal it's book value, was approximately
         $377,000 which will be amortized over seven years beginning in June
         2000.

              On August 2, 2000, a wholly owned subsidiary of the Company, Team
         Sport Specialties Corporation, purchased the 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 3,633,333 shares of
         common stock issued at a value of $545,000. The 3,633,000 shares of
         common stock issued to acquire Rooter Rattle was valued at $545,000,
         based on the trading price of the Company's stock on the acquisition
         date which was $.15 per share. The acquisition will be accounted for as
         a purchase. The excess of acquisition cost over the fair value of net
         assets, assumed to equal it's book value, was approximately $790,000,
         which will be 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 following unaudited pro forma summary combines the results of
         operations of the Company, Music Art Corporation and Rooter Rattle,
         L.P. as if the acquisition had occurred on March 1, 2000, after giving
         effect to certain adjustments, including amortization of intangible
         assets and increased interest expense. 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.


                                       14
<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.
                          NOTES TO FINANCIAL STATEMENTS
                         THREE MONTHS ENDED MAY 31, 2000


NOTE 10. ACQUISITIONS (continued)

                                     Three Months Ended
                                        May 31, 2000
                                     ------------------
         Revenues                      $     226,727
                                       =============

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

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


                                       15


<PAGE>







                                 MUSIC ART, LLC

                               THREE MONTHS ENDED
                                 MARCH 31, 2000





                                       16
<PAGE>


                                 MUSIC ART, LLC

                                  BALANCE SHEET

                                 MARCH 31, 2000





                                     ASSETS


CURRENT ASSETS
  Accounts receivable - trade and other, net                 $     210
  Inventories                                                   36,056
  Prepaid royalties                                             21,345
  Deposits                                                         300
                                                             ---------
          Total current assets                                  57,911
                                                             ---------
PROPERTY AND EQUIPMENT, net                                      1,507
                                                             ---------
                                                             $  59,418
                                                             =========



                       LIABILITIES AND MEMBER'S DEFICIENCY

CURRENT LIABILITIES
  Accounts payable and accrued expenses                      $ 114,514

NON-CURRENT LIABILITIES
  Loan payable - parent company                                253,000

COMMITMENTS

MEMBERS' DEFICIENCY                                           (308,096)
                                                             ---------
          Total liabilities and member's deficiency          $  59,418
                                                             =========









                       See Notes to Financial Statements.


                                       17




<PAGE>


                                 MUSIC ART, LLC

                STATEMENTS OF OPERATIONS AND MEMBER'S DEFICIENCY

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999



                                                  2000               1999
                                                  ----               ----

SALES                                           $23,051            $334,022

COST OF SALES                                     7,411             122,591
                                              ---------           ---------
GROSS PROFIT                                     15,640             211,431

SELLING, GENERAL AND ADMINISTRATIVE
  EXPENSES                                       47,406             245,829
                                              ---------           ---------
NET LOSS                                        (31,766)            (34,398)

MEMBER'S DEFICIENCY, BEGINNING                 (276,330)            (86,127)
                                              ---------           ---------
MEMBER DEFICIENCY, ENDING                     $(308,096)          $(120,525)
                                              =========           =========










                       See Notes to Financial Statements.





                                       18



<PAGE>


                                 MUSIC ART, LLC

                            STATEMENTS OF CASH FLOWS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999



                                                  2000               1999
                                                  ----               ----

OPERATING ACTIVITIES

  Net loss                                      $(31,766)          $(34,398)
  Adjustments to reconcile net loss to
    net cash provided by (used in) activities:
       Depreciation                                  209                102
  Changes in operating assets and liabilities:
    (Increase) decrease in:
       Accounts receivable                         1,055            (13,107)
       Inventories                                     -             (4,624)
       Prepaid royalties                          16,373             79,292
    Increase in:
       Accounts payable and accrued expenses      13,270             16,576
                                               ---------           --------
         Net cash provided by (used in)
          operating activities                      (859)            43,841
                                               ---------           --------
FINANCING ACTIVITIES
  Net cash used in financing activities,
    repayments of loan payable                        -              (6,000)
                                               ---------           --------
INCREASE (DECREASE) IN CASH                         (859)            37,841
CASH, BEGINNING                                      859             10,512
                                               ---------           --------
CASH, ENDING                                   $       -           $ 48,353
                                               =========           ========











                       See Notes to Financial Statements.





                                       19



<PAGE>

                                 MUSIC ART, LLC

                          NOTES TO FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999



NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                         POLICIES

                  Description of Business

                         Music Art, LLC (the "Company"), a limited liability
                  company, 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 Company sells its products principally at
                  concert venues and through mail order. The Company is a
                  wholly-owned subsidiary of Music Expo, Inc. (Notes 2 and 5).

                  Basis of Presentation

                         The financial statements as of March 31, 2000 and for
                  the three months ended March 31, 2000 and 1999 are unaudited;
                  however, in the opinion of management, such statements include
                  all adjustments, consisting solely of normal recurring
                  adjustments, necessary for a fair presentation of the results
                  for the periods presented.

                         The interim financial statements should be read in
                  conjunction with the financial statements for the fiscal year
                  ended December 31, 1999 and the notes thereto.

                  Accounts Receivable

                         The Company's trade accounts are unsecured with an
                  allowance for bad debts provided for those amounts whose
                  collectability is uncertain.

                  Inventories

                         Merchandise inventories are valued at lower of cost or
                  market on the first in, first out (FIFO) method.

                  Property and Equipment and Depreciation

                         Property and equipment consists principally of computer
                  equipment and is stated at cost. Upon sale or retirement, the
                  cost of the asset and the related accumulated depreciation is
                  removed from the accounts and the resultant gain or loss, if
                  any, is included in income. Depreciation is computed using the
                  straight-line method based on the estimated useful lives of
                  the related assets, principally five years. Depreciation
                  expense amounted to $209 in 2000 and $102 in 1999.

                  Revenue Recognition

                         Revenues from the sale of merchandise are recognized at
                  the time of delivery.


                                       20
<PAGE>


                                 MUSIC ART, LLC

                          NOTES TO FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999






NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                  POLICIES (Continued)

                  Income Taxes

                         The Company is treated as a partnership for federal
                  income tax purposes. Consequently, all tax effects of the
                  Company's income or loss are passed through to the sole
                  member.

                  Risks, Uncertainties and Management Estimates

                         The results of operations for the interim periods are
                  not necessarily indicative of the results that might be
                  expected for future interim periods or for the full year
                  ending December 31, 2000.

                         The preparation of financial statements in conformity
                  with generally accepted accounting principles requires
                  management to make estimates and assumptions that may affect
                  certain reported amounts and disclosures. Accordingly, actual
                  results could differ from those estimates.


NOTE 2.           LOAN PAYABLE - PARENT COMPANY

                         From time to time, the Company borrows from its parent
                  company to fund operations and to pay license royalties.
                  Amounts advanced have no formal repayment terms and are
                  non-interest bearing. The amount outstanding at March 31, 2000
                  amounted to $253,000. Subsequent to March 31, 2000 and in
                  connection with the liquidation of the Company (Note 5), such
                  amounts owed by the Company to its parent were forgiven by its
                  parent.


NOTE 3.           LEASE COMMITMENTS

                         The Company leases its administrative offices from an
                  officer of the Company, who is also the sole shareholder of
                  the Company's parent company. The lease is on a month-to-month
                  basis. The Company also leases warehouse storage facilities on
                  a month-to-month basis.


                                       21

<PAGE>


                                 MUSIC ART, LLC

                          NOTES TO FINANCIAL STATEMENTS

                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999




NOTE 4.           COMMITMENTS

                         On October 1, 1997, the Company entered into a license
                  agreement (the "agreement") with a music merchandising company
                  to produce and sell a high-end line of tour poster art and
                  album cover art of the Rolling Stones containing original or
                  plate signatures on such products. The agreement requires a
                  minimum guarantee of royalties of $361,000. The Company has a
                  remaining payment of $75,000 due as of March 31, 2000, which
                  is included in "accounts payable and accrued expenses" in the
                  accompanying balance sheet. The agreement requires a royalty
                  of 25% of art sales, as defined in the agreement. The
                  agreement terminated on September 30, 1999 and allowed for an
                  inventory liquidation period to March 31, 2000. As of March
                  31, 2000, the Licensor has the ability to terminate the
                  agreement unilaterally and require the Company to return any
                  unsold inventory to the licensor. The licensor has not
                  indicated its intent to do so and the Company has continued to
                  operate under the agreement by continuing to sell product and
                  pay the required royalties due under the agreement.


NOTE 5.           SUBSEQUENT EVENTS

                         On May 26, 2000, the Company, through its sole member,
                  adopted a plan of complete liquidation and dissolution. All of
                  the Company's assets and certain liabilities were distributed
                  to its member who simultaneously contributed such assets and
                  liabilities to a recently formed company, Music Art
                  Corporation, also wholly-owned by the Company's parent. The
                  loan payable by the Company to its parent company was forgiven
                  at this time.

                         On June 5, 2000, Music Expo, Inc. entered into an
                  Agreement for The Exchange of Shares ("Agreement") to exchange
                  100% of its outstanding common shares of stock of Music Art
                  Corporation for 1,000,000 shares of Collectible Concepts
                  Group, Inc. ("CCG") common stock. The agreement also provides
                  for an employment agreement with the former officer of the
                  Company.


                                       22


<PAGE>


                                 MUSIC ART, LLC

                      FOR THE YEAR ENDED DECEMBER 31, 1999














                                       23
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT


To the Member
Music Art, LLC
Havertown, Pennsylvania


        We have audited the accompanying balance sheet of Music Art, LLC (a
wholly-owned subsidiary of Music Expo, Inc.) as of December 31, 1999 and the
related statements of operations and member's deficiency and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

        We conducted our audit 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 audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Music Art, LLC as of
December 31, 1999, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.

        As discussed in Note 5 to the financial statements, on May 26, 2000 the
Company adopted a plan of complete liquidation and dissolution.



                                                  McGladrey & Pullen, LLP




Blue Bell, Pennsylvania
August 7, 2000

                                       24
<PAGE>


                                 MUSIC ART, LLC

                                  BALANCE SHEET

                                DECEMBER 31, 1999


                                     ASSETS

CURRENT ASSETS
     Cash                                                           $     859
     Accounts receivable - trade and other
       (net of allowance for doubtful accounts of $13,629)              1,265
     Inventories (Note 4)                                              36,056
     Prepaid royalties (Note 4)                                        37,718
     Deposits                                                             300
                                                                    ---------
          Total current assets                                         76,198
                                                                    ---------

PROPERTY AND EQUIPMENT                                                  2,959

Less - accumulated depreciation                                         1,243
                                                                    ---------
          Net property and equipment                                    1,716
                                                                    ---------

               Total assets                                         $  77,914
                                                                    =========

                      LIABILITIES AND MEMBERS'S DEFICIENCY

CURRENT LIABILITIES
     Accounts payable and accrued expenses (Note 4)                 $ 101,244

NON-CURRENT LIABILITIES
     Loan payable - parent company (Note 2)                           253,000

COMMITMENTS (Notes 3 and 4)

MEMBER'S DEFICIENCY (Note 5)                                         (276,330)
                                                                    ---------
               Total liabilities and member's deficiency            $  77,914
                                                                    =========


                       See Notes to Financial Statements.

                                       25


<PAGE>

                                 MUSIC ART, LLC

                 STATEMENT OF OPERATIONS AND MEMBER'S DEFICIENCY

                          YEAR ENDED DECEMBER 31, 1999


SALES (Note 4)                                                      $ 697,919

COST OF SALES                                                         227,503
                                                                    ---------

GROSS PROFIT                                                          470,416

SELLING, GENERAL AND ADMINISTRATIVE
     EXPENSES (Note 3)                                                660,619
                                                                    ---------

NET LOSS                                                             (190,203)

MEMBER'S DEFICIENCY, BEGINNING                                        (86,127)
                                                                    ---------

MEMBER'S DEFICIENCY, ENDING                                         $(276,330)
                                                                    =========


                       See Notes to Financial Statements.

                                       26


<PAGE>

                                 MUSIC ART, LLC

                             STATEMENT OF CASH FLOWS

                          YEAR ENDED DECEMBER 31, 1999

OPERATING ACTIVITIES
     Net loss                                                       $(190,203)
     Adjustments to reconcile net loss to
          net cash provided by activities:
               Depreciation                                               835
               Provision for doubtful accounts                         13,629
     Changes in operating assets and liabilities:
          (Increase decrease in:
               Accounts receivable                                      5,323
               Inventories                                             (5,509)
               Prepaid royalties                                      103,945
          Increase in:
               Accounts payable and accrued expenses                   77,252
                                                                    ---------

                    Net cash provided by operatiog activities           5,272
                                                                    ---------

INVESTING ACTIVITIES
     Net cash used in investing activities, purchase
          of property and equipment                                      (925)
                                                                    ---------

FINANCING ACTIVTIES
     Net cash used in financing activities,
          repayments of loan payable                                  (14,000)
                                                                    ---------

DECREASE IN CASH                                                       (9,653)

CASH, BEGINNING                                                        10,512
                                                                    ---------

CASH, ENDING                                                        $     859
                                                                    =========



                       See Notes to Financial Statements.

                                       27


<PAGE>
                                 MUSIC ART, LLC

                          NOTES TO FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1999


NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                  POLICIES

                  Description of Business

                         Music Art, LLC (the "Company"), a limited liability
                  company, 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 Company sells its products principally at
                  concert venues and through mail order. The Company is a
                  wholly-owned subsidiary of Music Expo, Inc. (Notes 2 and 5)

                  Accounts Receivable

                         The Company's trade accounts are unsecured with an
                  allowance for bad debts provided for those amounts whose
                  collectability is uncertain.

                  Property and Equipment and Depreciation

                         Property and equipment consists principally of computer
                  equipment and is stated at cost. Upon sale or retirement, the
                  cost of the asset and the related accumulated depreciation is
                  removed from the accounts and the resultant gain or loss, if
                  any, is included in income. Depreciation is computed using the
                  straight-line method based on the estimated useful lives of
                  the related assets, principally five years. Depreciation
                  expense amounted to $835 in 1999.

                  Inventories

                         Merchandise inventories are valued at lower of cost or
                  market on the first in, first out (FIFO) method.

                  Cash

                         The Company maintains cash balances at financial
                  institutions. These balances are insured by the Federal
                  Deposit Insurance Corporation up to $100,000 at each
                  institution.

                  Revenue Recognition

                         Revenues from the sale of merchandise are recognized at
                  the time of delivery. The Company records an allowance for
                  estimated returns, as required.



                                       28
<PAGE>
                                 MUSIC ART, LLC

                          NOTES TO FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1999


NOTE 1.           DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
                  POLICIES (Continued)

                  Income Taxes

                         The Company is treated as a partnership for federal
                  income tax purposes. Consequently, all tax effects of the
                  Company's income or loss are passed through to the sole
                  member.

                  Management Estimates

                         The preparation of financial statements in conformity
                  with generally accepted accounting principles requires
                  management to make estimates and assumptions that may affect
                  certain reported amounts and disclosures. Accordingly, actual
                  results could differ from those estimates.


NOTE 2.           LOAN PAYABLE - PARENT COMPANY

                         From time to time, the Company borrows from its parent
                  company to fund operations and to pay license royalties.
                  Amounts advanced have no formal repayment terms and are
                  non-interest bearing. The amount outstanding at December 31,
                  1999 amounted to $253,000. Subsequent to December 31, 1999 and
                  in connection with the liquidation of the Company (Note 5),
                  such amounts owed by the Company to its parent were forgiven
                  by its parent.


NOTE 3.           LEASE COMMITMENTS

                         The Company leases its administrative offices from an
                  officer of the Company, who is also the sole shareholder of
                  the Company's parent company. The lease is on a month-to-month
                  basis. Rent expense for these offices amounted to $18,000 in
                  1999.

                         The Company also leases warehouse storage facilities on
                  a month-to-month basis. Rent expense for these services
                  amounted to $6,000 in 1999.

                                       29

<PAGE>
                                 MUSIC ART, LLC

                          NOTES TO FINANCIAL STATEMENTS

                          YEAR ENDED DECEMBER 31, 1999


NOTE 4.           COMMITMENTS

                         On October 1, 1997, the Company entered into a license
                  agreement (the "agreement") with a music merchandising company
                  to produce and sell a high-end line of tour poster art and
                  album cover art of the Rolling Stones containing original or
                  plate signatures on such products. The agreement requires a
                  minimum guarantee of royalties of $361,000. The Company has a
                  remaining payment of $75,000 due as of December 31, 1999,
                  which is included in "accounts payable and accrued expenses"
                  in the accompanying balance sheet. The agreement requires a
                  royalty of 25% of art sales, as defined in the agreement. The
                  agreement terminated on September 30, 1999 and allowed for an
                  inventory liquidation period to March 31, 2000. As of March
                  31, 2000, the Licensor has the ability to terminate the
                  agreement unilaterally and require the Company to return any
                  unsold inventory to the licensor. The licensor has not
                  indicated its intent to do so and the Company has continued to
                  operate under the agreement by continuing to sell product and
                  pay the required royalties due under the agreement.

                         Approximately 90% of the Company's 1999 sales were
                  Rolling Stones products relating to the aforementioned license
                  agreement.


NOTE 5.           SUBSEQUENT EVENTS

                         On May 26, 2000, the Company, through its sole member,
                  adopted a plan of complete liquidation and dissolution. All of
                  the Company's assets and certain liabilities were distributed
                  to its member who simultaneously contributed such assets and
                  liabilities to a recently formed company, Music Art
                  Corporation, also wholly-owned by the Company's parent. The
                  loan payable by the Company to its parent company was forgiven
                  at this time.

                         On June 5, 2000, Music Expo, Inc. entered into an
                  Agreement for The Exchange of Shares ("Agreement") to exchange
                  100% of its outstanding common shares of stock of Music Art
                  Corporation for 1,000,000 shares of Collectible Concepts
                  Group, Inc. ("CCG") common stock. The agreement also provides
                  for an employment agreement with the former officer of the
                  Company.


                                       30
<PAGE>


                        Collectible Concepts Group, Inc.

Financial Statements, Pro-Forma Financial Information and Exhibits.

         On June 5, 2000, Collectible Concepts Group, Inc. (the "Company")
acquired 100% of the outstanding common shares of Music Art Corporation ("Music
Art") for 1,000,000 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 will be accounted for as a purchase. The Company
entered into an employment agreement with a former officer of Music Art.

Pro-Forma Financial Information

         The following unaudited pro- forma consolidated financial information
presents the pro-forma consolidated balance sheet at May 31, 2000 giving effect
to the acquisition by the Company of all of the material assets, subject to
ordinary business liabilities, of Music Art as if it had been consummated on
that date. Also presented are the pro-forma consolidated statements of
operations for the five months ended May 31, 2000 and for the year ended
February 29, 2000 giving effect to such assets, subject to such liabilities, of
Music Art as if the acquisition had been consummated as of the beginning of the
respective periods presented.

         The Company's fiscal year ends on February 29 and Music Art's fiscal
year ends on December 31. The pro-forma consolidated balance sheet of May 31,
2000 combines the balance sheets of the Company and Music Art as of May 31,
2000. The pro-forma consolidated statement of operations for the three months
ended May 31, 2000 combines results of the Company for that period with the
statement of operations of Music Art for the five months ended May 31, 2000. The
pro-forma consolidated statement of operations for the year ended February 29,
2000 combines the results of the Company for its year ended February 29, 2000
and the results of Music Art for its year ended December 31, 1999.



                                       31
<PAGE>


         The pro-forma data is based on the historical combined statements of
the Company and Music Art giving effect to the purchase method of accounting and
to the assumptions and adjustments (which the Company believes to be reasonable)
described in the accompanying notes to the unaudited pro-forma consolidated
financial information.

         Under the purchase method of accounting, assets acquired and
liabilities assumed will be recorded at their estimated fair value (which
approximates book value) at the date of acquisition. The pro-forma adjustments
set forth in the following unaudited pro-forma consolidated financial
information are estimated and may differ from the actual adjustments when they
become known. However, no material differences are anticipated by the Company.

         The following unaudited pro-forma consolidated financial information
does not reflect certain cost savings that the Company believes may be realized
following the Music Art acquisition. Such cost savings are expected to be
realized primarily through the elimination of certain overhead expenses.

         The pro-forma data is provided for comparative purposes only. It does
not purport to be indicative of the results that actually would have occurred if
such acquisition had been consummated on the dates indicated or that may be
obtained in the future. The unaudited pro-forma combined financial information
should be read in conjunction with the notes thereto, the audited financial
statements of Music Art for the year ended December 31, 1999, the unaudited
interim financial statements of Music Art for the three months ended March 31,
2000 and the Company's May 31, 2000 and February 29, 2000 financial statements
and related notes thereto.

         The following are filed here within:

         o  Unaudited Pro-Forma Consolidated Balance Sheet as of May 31, 2000

         o  Unaudited Pro-Forma Consolidated Statement of Operations for the
            Three Months Ended May 31, 2000

         o  Unaudited Pro-Forma Consolidated Statement of Operations for the
            Year Ended February 29, 2000


                                       32
<PAGE>


         o  Notes to Unaudited Pro-Forma Consolidated Financial Information for
            the Three Months Ended May 31, 2000 and Year Ended February 29, 2000


                        Collectible Concepts Group, Inc.
       Notes to Unaudited Pro-Forma Consolidated Financial Information for
      the Three Months Ended May 31, 2000 and Year Ended February 29, 2000

         The unaudited pro-forma consolidated balance sheet is based on the
individual balance sheets of the Company and Music Art, reflect the acquisition
of all of the material assets, subject to ordinary business liabilities, of
Music Art by the Company (which was completed on June 5, 2000) as if it had
taken place as of May 31, 2000 after giving effect to pro-forma adjustments to
reflect the following:

         The Company acquired 100% of the outstanding common shares of Music Art
for 1,000,000 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 will be accounted for as a purchase. The excess of acquisition cost
over the fair value of net assets, assumed to equal its book value, was
$377,055, which will be amortized over seven years.

         The acquisition is reflected as a pro-forma adjustment to the
consolidated balance sheets as of May 31, 2000 as an increase to goodwill for
$377,055 and an increase to common stock and additional paid in capital for
$1,045 and $304,579, respectively.

            The acquisition was accounted for as follows:
Purchase Price:
            1,000,000 shares of common stock at $.30 per share     $300,000
            Acquisition costs                                         5,625
                                                                   --------
            Total purchase price                                    305,625
Plus: net liabilities acquired                                       71,430
                                                                   --------
Goodwill                                                           $377,055
                                                                   ========

         The Company also recorded a pro-forma adjustment to eliminate a
non-current liability of Music Art in the amount of $253,000 that was forgiven
at the time of the acquisition.

            The Company recorded a pro-forma adjustment to the consolidated
statement of operations to selling, general and administrative expenses for
amortization of goodwill for the three months ended May 31, 2000 and for the
year ended February 29, 2000 in the amounts of $13,466 and $53,865,
respectively.


                                       33
<PAGE>

COLLECTIBLE CONCEPTS GROUP, INC.
PRO-FORMA CONSOLIDATING STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                            Historical                         Pro-forma
                                                             -------------------------------------    ----------------------------
                                                              Collectible Concepts
                                                                   Group, Inc.         Music Art
                                                             Twelve Months Ended  Twelve Months Ended  Pro-forma
                                                                     2/29/00            12/31/99      Adjustments    Consolidated
                                                                 -------------       -------------    -------------  -------------
<S>                                                              <C>                 <C>            <C>              <C>
SALES                                                            $     296,261       $   697,919    $        --      $     994,180

COST OF SALES                                                          199,224           227,503             --            426,727
                                                                 -------------       -----------    -------------    -------------

              GROSS PROFIT                                              97,037           470,416             --            567,453

SELLING, GENERAL AND ADMINISTRATIVE                                  3,064,285           660,619           53,865        3,778,769
                                                                 -------------       -----------    -------------    -------------

LOSS FROM OPERATIONS                                                (2,967,248)         (190,203)         (53,865)      (3,211,316)

OTHER INCOME (EXPENSES)
              Total other income (expense), interest expense          (248,266)             --               --           (248,266)
                                                                 -------------       -----------    -------------    -------------

NET LOSS                                                         $  (3,215,514)      $  (190,203)   $     (53,865)   $  (3,459,582)
                                                                 =============       ===========    =============    =============

NET LOSS PER SHARE:
              BASIC AND DILUTED                                         ($0.03)                                             ($0.03)
                                                                 =============                                       =============


WEIGHTED AVERAGE SHARES USED IN NET
              LOSS PER SHARE CALCULATIONS:
              BASIC AND DILUTED                                    116,713,182                          1,000,000      117,713,182
                                                                 =============                      =============    =============
</TABLE>


                                       34
<PAGE>

COLLECTIBLE CONCEPTS GROUP, INC.
PRO-FORMA CONSOLIDATING BALANCE SHEET

<TABLE>
<CAPTION>
                                                                             Historical                        Pro-forma
                                                                  ------------------------------     ---------------------------
                                                                     Collectible
                                                                      Concepts
                                                                     Group, Inc.      Music Art       Pro-forma
                                                                       5/31/00         5/31/00       Adjustments    Consolidated
                                                                     -----------     -----------     -----------     -----------
                                    ASSETS

CURRENT ASSETS
<S>                                                                  <C>             <C>             <C>             <C>
              Cash and cash equivalents                              $   354,747     $       237     $      --       $   354,984
              Accounts receivable - trade, net                            16,082           3,436            --            19,518
              Inventories                                                393,424          36,056            --           429,480
              Prepaid royalties                                           40,766          10,095            --            50,861
              Prepaid expenses and other                                  48,967             300            --            49,267
                                                                     -----------     -----------     -----------     -----------

                   Total current assets                                  853,986          50,124            --           904,110
                                                                     -----------     -----------     -----------     -----------

PROPERTY AND EQUIPMENT, NET                                               64,965           1,368            --            66,333
                                                                     -----------     -----------     -----------     -----------

GOODWILL                                                                    --              --           377,055         377,055
                                                                     -----------     -----------     -----------     -----------

                   Total assets                                      $   918,951     $    51,492     $   377,055     $ 1,347,498
                                                                     ===========     ===========     ===========     ===========



                   LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
              Notes and loans payable, current portion               $   323,865     $      --       $      --       $   323,865
              Convertible debentures                                     192,991            --              --           192,991
              Accounts payable and accrued expenses                      422,091         122,923            --           545,014
              Accrued payroll                                            286,556            --              --           286,556
              Payroll taxes payable                                       76,767            --              --            76,767
              Accrued interest                                            83,329            --              --            83,329
              Accrued royalties                                            5,462            --              --             5,462
                                                                     -----------     -----------     -----------     -----------

                   Total current liabilities                           1,391,061         122,923            --         1,513,984
                                                                     -----------     -----------     -----------     -----------

NON-CURRENT LIABILITIES                                                   21,289         253,000        (253,000)         21,289
                                                                     -----------     -----------     -----------     -----------

SHAREHOLDERS' DEFICIENCY
              Capital stock                                              187,281            --             1,045         188,326
              Additional paid-in-capital                               8,610,393            --           304,579       8,914,972
              Accumulated deficit                                     (9,236,473)       (324,431)        324,431      (9,236,473)
              Deferred compensation/services                             (54,600)           --              --           (54,600)
                                                                     -----------     -----------     -----------     -----------

                   Total shareholders' deficiency                       (493,399)       (324,431)        630,055        (187,775)
                                                                     -----------     -----------     -----------     -----------

                   Total liabilities and shareholders' deficiency    $   918,951     $    51,492     $   377,055     $ 1,347,498
                                                                     ===========     ===========     ===========     ===========

</TABLE>

                                       35
<PAGE>


COLLECTIBLE CONCEPTS GROUP, INC.
PRO-FORMA CONSOLIDATING STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
                                                                          Historical                            Pro-forma
                                                             -------------------------------------  ------------------------------
                                                             Collectible Concepts
                                                                  Group, Inc.         Music Art
                                                              Three Months Ended  Five Months Ended   Pro-forma
                                                                    5/31/00            5/31/00       Adjustments      Consolidated
                                                             ------------------  -----------------  -------------    -------------
<S>                                                            <C>                <C>               <C>              <C>
SALES                                                          $       9,630      $      35,393     $        --      $      45,023

COST OF SALES                                                          8,689             12,157              --             20,846
                                                               -------------      -------------     -------------    -------------

              GROSS PROFIT                                               941             23,236              --             24,177

SELLING, GENERAL AND ADMINISTRATIVE                                  877,433             83,738            13,466          974,637
                                                               -------------      -------------     -------------    -------------

LOSS FROM OPERATIONS                                                (876,492)           (60,502)          (13,466)        (950,460)

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

NET LOSS                                                       $  (1,043,187)     $     (60,502)    $     (13,466)   $  (1,117,155)
                                                               =============      =============     =============    =============

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


WEIGHTED AVERAGE SHARES USED IN NET
              LOSS PER SHARE CALCULATIONS:
              BASIC AND DILUTED                                  181,554,000                            1,000,000      182,554,000
                                                               =============                        =============    =============


</TABLE>

                                       36
<PAGE>

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



General

The Company receives revenues from distributing high-end and novelty products
related to both the entertainment and sports industries and sells those products
through retailers, distributors, department stores, the internet and catalogers.
During the quarter ending May 31, 2000, a licensing agreement was signed with
IMS Properties and Titan Motorcycle Company of America for the manufacture, sale
and distribution of a limited edition replica of the Indy 500 Titan Motorcycle.
Subsequent to May 31, 2000, the Company signed a licensing agreement with
Chicken Soup for the Soul Enterprises, Inc. for the manufacture, sale and
distribution of more than two dozen collectibles to be sold in bookstores and
other retail chains. The collectibles will include penholders, nightlights and
sports-related items such as tennis racket covers, all carrying an inspirational
phrase from a Chicken Soup book. Subsequent to May 31, 2000, the Company signed
a licensing agreement with Stan Lee Media, Inc. to develop collectibles based on
Stan Lee's signature style and global lifestyle brand, as well as his latest
project, the 7th Portal- a team of 21st Century Super Heroes and Super Villains.
The collectibles will include sculptures, lithograths, pins, bookends, desk sets
and fountain pens based on the image of Stan Lee, the image of "Evil Stan" - the
alter ego of Stan Lee and the 7th Portal. The license agreement also includes
rights to develop merchandise in connection with a theatrical release of a "7th
Portal" feature film during the term of the agreement. The signing of these
agreements was part of the Company's ongoing plan to become a broad based,
sports and entertainment products company.

                                       37


<PAGE>
During the quarter ending May 31, 1999, the Company's revenues were derived
exclusively from the sale of products related to the sports industry. Sales
during the quarter ending May 31, 2000 also included sales of the Company's
Austin Powers and X-Men product lines. Substantially all of the Company's
revenue from the most recently completed fiscal year was attributable to the
sales of products from the Austin Powers movies. During fiscal 1999 and prior
fiscal years, the Company's revenues were derived exclusively from the sale of
products related to the sports industry.

The Company believes there is a trend in the entertainment business towards more
films based on comic books, fantasy and action adventure. The Company believes
that this trend is favorable to it because of the interesting props that are
used in such films and the Company's ability to replicate those props. While
revenue from movie prop licenses is highest just before and after the release of
a movie, there are several factors that enable the Company to receive revenues
at times other than just before and after releases of a movie. Sales increase
during the holiday season and the Company expects significant sales of products
related to movies released during the year before the holiday season, even if
the releases occurred significantly earlier in the year. The Company is also
attempting to develop continuity clubs, such as the official Austin Powers
Collectors Club, which will enable it to continue marketing products to the hard
core fans of a film for the entire life of the Company's license. The
expectation or release of sequels to movies for which the Company has already
produced props tends to revive interest in those props. In addition, we are
currently seeking licenses not related to movie releases. While the X-Men sales
will follow the general trend of large sales before and after release of a
movie, the Company anticipates that demand for its X-Men products will continue
significantly beyond the release of the movies, because of Marvels comic book
distribution and a planned Saturday morning X-Men television series.

In the second quarter of fiscal year 2001, the Company began to ship to its
customers, products related to the X-Men movie that was released throughout the
United States on July 14, 2000, with worldwide distribution of the movie
continuing through November.

In addition to the sale of products provided for by the licensing agreements,
the Company has the right to operate official fan clubs associated with these
movies. During the second quarter of fiscal 2001, the Company started the
official X-Men Club website (www.X-MenClub.com) which has attracted over 600
paid members and approximately 6,000 signed up for the free club newsletter. As
of February 29, 2000, the Austin Powers internet fan club was fully functioning
and producing revenue for the Company.

                                       38


<PAGE>
Also, completed during the quarter ending May 31, 2000 was a website devoted to
the "Golden Age of Baseball" (www.collectbaseball.com) with Bill Gilbert, a
nationally known writer ("The Duke of Flatbush"), hosting a weekly column.
Subsequent to May 31, 2000 the Company announced the hiring of a Managing
Director of collectbaseball.com with more than 12 years experience in the field
of sports specialty merchandising and marketing and 7 years as Director for the
National Baseball Hall of Fame & Museum in Cooperstown, NY.

As a result of the Company's association with the Austin Powers movie, in
addition to the sale of related products, it has obtained the promotional rights
to Vern Troyer, the diminutive star who played "Mini-Me" in the Austin Powers
movie," Austin Powers: The Spy Who Shagged Me". The Company also has the right
to manage the Mini-V fan club, and market its products on the Mini-V website.


Cost of sales for the quarter ended May 31, 2000 were comprised of costs
associated with the sale of the products related to the Austin Powers and X-Men
movies as well as sales from its sports memorabilia. Cost of sales in fiscal
year ended February 29, 2000 were predominately the costs associated with the
sale of the products related to the Austin Powers movies which include the cost
of the product and related freight and handling charges. Costs also include the
cost of the product 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
fringes, royalties, commissions paid to manufacturers sales representatives,
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 on both an ongoing basis and in anticipation of the increased business
expected from the sales of product related to the X-Men movie. The benefits to
the Company from these stock transactions include reduced use of cash which
allowed the Company to devote the maximum resources to expanding the business.
For recording 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 is 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 $13,000 in tooling costs in the fiscal quarter ended May 31,
2000. All other pre-production costs are expensed. Other pre-production costs
include prototypes and samples of packaging, display 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 cost of sales.


                                       39


<PAGE>
In its continual search to even out the fluctuation in the Company's revenue
cycle, the Company made two acquisitions subsequent to May 31, 2000. On June 5,
2000 the Company acquired Music Art Corporation, a company which has a license
from the Rolling Stones to distribute lithographs of signed album covers. Music
Art also has a license with Phil Ceccola, a photographer of many rock bands, to
distribute signed photographs of Bruce Springsteen. The Company also plans to
market Music Art products to retailers on it's recently launched website,
www.collectmusicart.com.

The second of these acquisitions occurred on August 2, 2000, when the Company
acquired Rooter Rattle, L.P. in consideration of $965,000, payable as $390,000
in cash, a $30,000 note payable and 3,633,333 shares of common stock issued at a
value of $545,000. The acquisition was accounted for as a purchase. Rooter
Rattle markets novelties bearing the logos of professional and amateur sports
teams under license from the teams. The excess of acquisition cost over the fair
value of net assets, assumed to equal it's book value, was approximately
$790,000, which will be amortized over seven years beginning 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 Company, during the quarter ending May 31, 2000 continued to invest in its
infrastructure by hiring experienced professionals for three newly created
positions: Chief Operating Officer, National Sales Manger, and Director of
Purchasing and other staff as needed to support the acquisitions and expanding
websites.

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, can not 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.

The Company has taken significant steps to ensure its fiscal viability in the
future and continues to pursue additional licenses to even out any fluctuations
in the revenue stream. It is also looking to acquire companies that have
licenses not only related to movies and entertainment industry but in the sports
area.

At March 31, 1998, the beginning of the period for which financial statements
are provided in this registration statement, the Company had an accumulated
deficit of $4,650,567. This deficit arose from operating losses and not from 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 added revenue
generated by the acquisitions of Music Art and Rooter Rattle, along with the
release of the X-Men movie on video tape in November and the revenue generated
from its new licenses, all are expected to improve this situation. At the
current expenditure rate, and based on the Company's current assumptions
regarding revenue, the Company anticipates reaching breakeven in the quarter
ending May 31, 2001.


                                       40
<PAGE>


The Company had shipped X-Men products with a sales price in excess of $300,000
as of August 31, 2000. As of that date, the Company had additional orders for
X-Men products, which, when delivered, would result in aggregate sales requiring
royalty payments in excess of the minimum required royalty for X-Men products.
The Company has not yet had any sales of Terminator products, and does not
anticipate to begin selling Terminator products until March of 2001. The Company
anticipates that another Terminator movie may be released in 2001. If a new
movie is released, the Company will be prepared with product and believes it
will be able to sell enough product to justify its minimum royalty. The Company
has also not had sales of Austin Powers products sufficient to pay the minimum
royalty at the contractual royalty rates. Again, the Company believes that there
will be another Austin Power movie released in 2001, and that the Company will
be prepared with product upon that release and will generate significant sales
of Austin Power products. However, if the movies are not released, or if the
Company does not realize significant sales if new movies are released, the
Company may be required to use other sources of revenue to pay the remaining
$15,000 in royalties on Terminator products and the remaining $70,000 in minimum
royalties on the Austin Powers products.


Results of Operations

Three Months Ended May 31, 2000 compared to Three Months Ended May 31, 1999.


Net revenues for the quarter ended May 31, 2000 were $9,630 , compared to
revenues of $7,226 for the quarter ended May 31,1999. Austin Powers products
accounted for approximately $2,500 in sales during the quarter ended May 31,
2000. The remaining revenues for that period were predominantly from the sale of
baseball memorabilia. Sales of X-Men products were minimal.


Cost of sales for the quarter ended May 31, 2000 increased by $5,907 from the
quarter ended May 31,1999. This increase was mainly attributable to the
increased volume of sales, primarily products related to the Austin Power and
X-Men movies and collectbaseball website. The decline in gross margin during
this period was the result of a write down of old and obsolete inventory, in the
amount of $5,000, and not indicative of a general decline in margins on sales.

Selling, general and administrative expenses for the quarter ended May 31, 2000
increased to $877,433 from $78,294 for the quarter ended May 31,1999. For the
quarter ended May 31, 2000 and 1999 the services obtained with the issuance of
stock included internal accounting and financial services, internet website
creation, marketing assistance, insurance program review, and general management
consulting. Shares were also issued to satisfy pre-existing anti-dilution
clauses with certain investors. Increases in selling, general and administrative
expenses related to payroll cost, royalties and product pre-production cost.
Staffing increased to thirteen full time and two part consultants for marketing
and licensing for the quarter ended May 31, 2000 as compared to three full time
and two part time employees for the quarter ended May 31, 1999. As previously
mentioned, the Company incurs charges to bring the product to market. These
charges relate to the cost for producing the samples as well as the related
package design cost for approval by the licensee prior to full production runs
of the product. For the quarter ended May 31, 2000 the Company incurred charges
of approximately $10,000 versus cost of approximately $6,000 for the quarter
ended May 31, 1999.

Selling, general and administrative expenses included the dollar value of stock
issued for services in the amounts of approximately $382,300 in the quarter
ended May 31, 2000 and $52,000 in the quarter ended May 31, 1999.

The Company incurred interest expense of approximately $167,000 for the quarter
ended May 31, 2000 as compared to approximately $3,000 for the quarter ended May
31, 1999 due to increased borrowings and the beneficial conversion calculation
related to the application of 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
$130,000 of interest expense for the quarter ended May 31, 2000.

As a result of the above, the Company had a net loss of $1,043,187 for the
quarter ended May 31, 2000 as compared to a net loss of $77,116 for the quarter
ended May 31, 1999.


                                       41

<PAGE>

Liquidity and Capital Resources

Quarter Ending May 31, 2000

As of May 31, 2000 the Company had a working capital deficiency of approximately
$537,000 compared to a deficit working capital of $870,000 as February 29, 2000.
The deficit working capital as of May 31, 2000 is a direct result of the
unprofitable operations for the quarter ended May 31, 2000 that resulted in a
cash loss of approximately $671,000. Even with this cash loss, the Company had
an ending cash balance of $354,747 principally due to the infusion of
approximately $868,000 in March and May 2000 from a previously mentioned private
placement.

During the quarter ended May 31, 2000 the Company purchased computer equipment
and a delivery van for approximately $51,000. The delivery van was financed
through the credit company associated with the manufacturer of the vehicle. This
note payable is approximately $27,000. The Company does not foresee any
significant capital expenditures needed in the next nine months unless the
result of a future acquisition.

The Company has financed its losses through private sales of equity and debt
securities, the issuance of stock for services, and deferrals of salary by its
President and certain other employees. During the quarter ended May 31, 2000 the
Company received the following capital infusions; approximately $446,400 net of
fees from issuance of common stock and approximately $370,000 net of fees in
convertible debentures. Included in the conversion of the Company's demand notes
was a note from a venture capital organization who converted their demand note
of $30,000 into common stock and who also had an anti-dilution clause associated
with the note. Additionally, the Company received notice from the holders of
convertible debentures and demand notes of approximately $111,000 outstanding as
of February 29, 2000 and $10,000 convertible debentures issued and converted
during the quarter ending May 31, 2000 requesting conversion into 5,555,849
shares of common stock.

During the quarter ending May 31, 2000 the Company starting making payments on
approximately $54,000 of demand notes which at that time were expected to be
paid off by December 31, 2000, but ultimately were not paid at that date.

As of May 31, 2000 the Company had $345,154 in outstanding notes and loans
payable and $192,991 in outstanding convertible debentures net of contra
discount of approximately $256,000 related to the 4,000,000 warrants issued with
the convertible debenture of $400,000 as mentioned in the preceding paragraph.
It also made approximately $7,500 of scheduled payments against the remaining
debt that matures at varying dates through February 2001. In addition, the
Company has been successful at renegotiating the repayment terms on its debt in
the past and feels that it would be able to do so in the future if needed. The
Company may be required to continue renegotiating its outstanding debt, however,
as most of its outstanding debt is convertible, the Company believes that if its
financial performance improves, many of the debtholders may desire to convert
their debt into stock.

To acquire Music Art in June, 2000, the Company issued 1,000,000 shares of
common stock, with no cash being paid, nor any debt incurred. To acquire Rooter
Rattle in July, 2000, the Company paid $390,000 in cash, issued a $30,000 note
payable over 12 months, and 3,633,333 shares of common stock.

The cash generated from sales of the X-Men related products and products offered
on the collectbaseball.com website are not sufficient to satisfy the Company's
ongoing expenditures. The acquisitions of Music Art and Rooter Rattle are
expected to improve the situation and the Company anticipates breakeven in the
quarter ending May 31, 2001, based on current expenditures and anticipated
revenues.


                                       42
<PAGE>


An event of default has occurred under the $400,000 in convertible debentures 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
Company's financial advisor has informed the Company that the debentureholders
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
debentureholders.

In the opinion of management, the Company believes that it will be able to
obtain new licenses and thereby increase revenues, and will pursue an aggressive
acquisition strategy to acquire profitable companies. However, the Company will
require additional capital infusions during fiscal year ending February 28, 2001
in order to continue to operate until such time as revenues are sufficient to
finance operations. The Company will also continue to pay for services with
equity, where appropriate, until it has achieved positive cash flow. However
there can be no assurance that the Company will be able to obtain sufficient
equity or debt capital to meet its operating needs. In early May 2000, the
Company granted a security interest in substantially all of its assets to a
private investor group, which purchased $400,000 in convertible debentures. The
material terms of these debentures are described in Part II, Item 2 of this
Report. Until the obligations related to these debentures are satisfied, the
Company will not be able to use its assets as security for other financings.

As of February 29, 2000, the Company had $367,587 in outstanding notes and loans
payable and $70,000 in outstanding convertible debentures. As of May 1, 2000,
the Company received notice from holders of $20,000 of the convertible
debentures requesting conversion into shares of Company common stock. It also
made approximately $12,000 of scheduled payments against the remaining debt that
matures at varying dates through February 2001. The Company feels its cash flow
will be sufficient to satisfy these debts given the expected success of the
X-Men movie and its baseball.com website that has already generated positive
results. In addition, the Company has been successful at renegotiating the
repayment terms on its debt in the past and feels that it would be able to do so
in the future if needed.

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.



                                       43

<PAGE>

                           PART II. OTHER INFORMATION


Item 1.           Legal Proceedings

         During the quarter ended May 31, 2000, no legal proceedings became
reportable and no material events occurred in any previously reported legal
proceeding.

Item 2.           Changes in Securities and Use of Proceeds




     Since February 29, 2000, the Company has issued the following shares of
common stock:

Rule 504 Offering of Common Stock

     The Company conducted an offering under Securities Act Rule 504 in February
2000 and March 2000. In February 2000, three entities purchased a total of
15,000,000 shares for a total price of $600,000. In March 2000, the same three
entities purchased an additional 10,000,000 shares for $400,000. The Company
paid consulting fees of an aggregate of $130,000 upon the receipt of the
proceeds of this offering. In addition, the Company paid an attorney fees of
$20,000 in cash and 60,000 shares of common stock in connection with making
certain introductions. The attorney was retained for the specific purpose of
providing said introductions. The terms of this engagement were presented to the
Company by the attorney. The Company has not utilized this attorney since this
transaction, and does not expect to utilize the services of this attorney in the
future.

       55,000 shares of common stock were issued as hiring incentives to two
employees of the Company on April 10, 2000. The Company received no
consideration other than the employment of these two individuals for the shares
that were issued.


       On April 19, 2000, Snapcom received 600,000 shares as consideration for
extension of the maturity date of certain existing indebtedness. Under the term
s of this facility, which originated in November 1999, the Snapcom had the
option of extending the maturity date of the obligation in consideration of
600,000 Shares of the Company's common stock. Snapcom also was issued 1,500,000
shares upon termination of this facility.

       An additional 2,389,000 shares were issued to 15 individuals for an
aggregate cash purchase price of $86,200 through April 24, 2000. The proceeds of
these sales were utilized by the Company as working capital. The securities
referenced in this paragraph were issued by the Company to persons at various
times throughout the fiscal year. In each instance, the purchaser was known to
an officer or director of the Company prior to purchase. In every instance, the
individual who purchased the securities of the Company was afforded the
opportunity to ask questions of and receive answers from officers of the
Company. In each instance, the purchaser was believed, on the basis of
reasonable inquiry, to understand the risks and merits of the investment. James
Mustoe purchased 424,000 shares in two transactions during this period.


                                       44
<PAGE>

Rule 506 Offering of Convertible Debentures and Warrants


     On May 2, 2000, the Company issued an aggregate of $400,000 principal
amount of Convertible Debentures to three accredited investors. The debentures
are secured by substantially all of the Company's assets. The Debentures are
convertible to common stock at the lower of $.04 per share or 50% of the market
value per share at the time of conversion. The investors also received warrants
exercisable for 4,000,000 shares of common stock at $.17 per share. The warrants
are immediately exercisable and expire in April 2005. This transaction was
conducted pursuant to Securities Act Rule 506. The Company paid certain
consulting fees in an aggregate of $52,000 upon the receipt of the proceeds of
this offering. The consulting fees were paid by the Company to the NIR Group
pursuant to a consulting agreement between the Company and NIR. The proceeds of
the offering were utilized by the Company principally for X-Men inventory
purchases, and thereafter for general working capital. The Debentures are
immediately convertible into shares of common stock of the Company.

     On June 5, 2000, the Company issued 1,000,000 shares to Music Expo, Inc. of
common stock in connection with the Company's acquisition of Music Art. Also as
part of this transaction, the Company issued 20,000 shares to the attorney for
Music Art in satisfaction of a portion of his legal fees associated with the
transaction. At or about the same time, the Company issued 250,000 shares to
Denny Somac, in consideration of his employment as President of Music Art, a
wholly owned subsidiary of the Company. The Company also issued a total of
25,000 shares of common stock to three employees of Music Art in consideration
of their continued employment with the Company.


Securities Act Exemptions Relied Upon

     Except as otherwise noted above and in connection with the offerings under
Rule 504 and Rule 506, the Company relied upon the exemption provided in Section
4(2) of the Securities Act of 1933 in connection with the above referenced
transactions. The Company relied on Section 4(2) as no public solicitation was
employed, all of the shares were issued with restrictive legends and the
acquirers of the shares had access to the type of information which would be
contained in a registration statement and had sufficient sophistication so as to
not require the protection afforded by registration under the Securities Act.


     Each of the purchasers of the Company's securities was given the
opportunity to ask questions of and receive answers from Company management.
Except as otherwise noted in this section, no commissions or other remuneration
was paid or given in connection with the offer and sale of the Company's
securities. Unless otherwise expressly noted, the proceeds of each sale of the
Company's securities was utilized by the Company as working capital


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<PAGE>


Item 3.           Defaults on Senior Securities

         Not Applicable

Item 4.           Submission of Matters to Vote of Security Holders.

         Not Applicable

Item 5.           Other Information

         On June 5, 2000, the Company acquired Music Art Corporation
in exchange for cash and 1,000,000 shares of the common stock of the Company.
Through the transaction, Music Art became a wholly owned subsidiary of the
Company. The Company acquired the inventory of Music Art's music and
entertainment memorabilia, distribution channels and other assets. Included
within the assets acquired are licensing agreements for collectibles associated
with the Rolling Stones and Bruce Springsteen. The Company expects to market
Music Art products to retailers and on http://www.collectmusicart.com/.

Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits.

                  Exhibit                            Exhibit Title

                  27                                 Financial Data Schedule

         (b)      Reports on Form 8-K.

                  No reports on Form 8-K were filed in the quarter ending May
31, 2000 or to report events which occurred during that quarter.



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<PAGE>


                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, we
have duly caused this Amendment to report on Form 10-Q to be signed on our
behalf by the undersigned.


DATE:  February 21, 2001



                                COLLECTIBLE CONCEPTS GROUP, INC.


                                By: /s/ Paul S. Lipschutz
                                   --------------------------------------------
                                   Paul S. Lipschutz, President

                                By: /s/ Jeffrey Andrews
                                   --------------------------------------------
                                   Jeffrey Andrews, Chief Financial Officer and
                                   Principal Accounting Officer




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