<PAGE>

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

                                  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 November 30, 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

                     APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding shares of the registrant's Common Stock, par value
$.001, was 263,453,526 as of May 14, 2001.


                                       1
<PAGE>

                       COLLECTIBLE CONCEPTS GROUP, INC.
                                     INDEX


PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements

     Financial Statements of Collectible Concepts Group, Inc.
     --------------------------------------------------------

         Consolidated Balance Sheets -
         November 30, 2000 (Unaudited) and February 28, 2000..............    4

         Consolidated Statements of Operations --
         for the nine month periods ended November 30, 2000
         and 1999.........................................................    6

         Consolidated Statements of Operations --
         for the three month periods ended November 30, 2000
         and 1999.........................................................    7

         Consolidated Statement of Shareholders' Deficiency --
         Nine Months ended November 30, 2000..............................    8

         Statements of Cash Flows --
         For the nine-month periods ended November 30, 2000
         And 1999.........................................................    9

         Notes to Financial Statements....................................   10

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations..............................   20


                                       2

<PAGE>

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings................................................    21

Item 2.  Changes in Securities and Use of Proceeds........................    21

Item 3.  Defaults on Senior Securities....................................    21

Item 4.  Submission of Matters to vote of Securityholders.................    21

Item 5.  Other Information................................................    21

Item 6.  Exhibits and Reports on Form 8-K.................................    21

Signatures................................................................    22


                                       3
<PAGE>

Item 1.   Financial Information

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

           NINE MONTHS ENDED NOVEMBER 30, 2000 AND NOVEMBER 30, 1999


               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                    NOVEMBER 30, 2000 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>
                                                                                     NOVEMBER 30,         FEBRUARY 29,
                                                                                         2000                2000
                                                                                         ----                ----
                                                                                     (unaudited)
                                               ASSETS
<S>                                                                                  <C>                  <C>
CURRENT ASSETS
      Cash and cash equivalents                                                      $      1,588         $    247,491
      Accounts receivable - trade
          (net of allowance for doubtful accounts of $47,342
             at November 30, 2000 and $1,500 at February 29, 2000)                        370,539               12,386
      Inventories                                                                         591,505              149,408
      Prepaid royalties                                                                   104,196               28,821
      Prepaid expenses and other                                                           67,120                    -
                                                                                     ------------         ------------

              Total current assets                                                      1,134,948              438,106
                                                                                     ------------         ------------

PROPERTY AND EQUIPMENT                                                                    116,089               34,558

Less - accumulated depreciation                                                            35,147               16,772
                                                                                     ------------         ------------

              Net property and equipment                                                   80,942               17,786
                                                                                     ------------         ------------
OTHER ASSETS

Goodwill, net of accumulated amortization of
      $ 63,474 at November 30, 2000                                                     1,363,785                    -
                                                                                     ------------         ------------

                   Total assets                                                      $  2,579,675         $    455,892
                                                                                     ============         ============
</TABLE>

                See notes to consolidated financial statements.

                                       4
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (CONTINUED)
                    NOVEMBER 30, 2000 AND FEBRUARY 29, 2000

<TABLE>
<CAPTION>
                                                                                     NOVEMBER 30,         FEBRUARY 29,
                                                                                         2000                2000
                                                                                     (unaudited)
                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY
<S>                                                                                  <C>                  <C>
CURRENT LIABILITIES
      Notes and loans payable, current portion                                       $    423,480         $    367,587
      Convertible debentures                                                              407,996               70,000
      Accounts payable and accrued expenses                                             1,208,958              369,537
      Accrued payroll                                                                     276,550              405,708
      Payroll taxes payable                                                                75,895               11,015
      Accrued interest                                                                    118,001               78,469
      Accrued royalties                                                                   197,357                5,462
                                                                                     ------------         ------------

          Total current liabilities                                                     2,708,237            1,307,778
                                                                                     ------------         ------------

NOTES PAYABLE, NET OF CURRENT PORTION                                                      19,450                    -
                                                                                     ------------         ------------
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
      Capital stock, $.001 par value,
          350,000,000 shares authorized;
          232,140,503 and 162,703,418 issued
            and outstanding at November 30, 2000 and February 29,
             2000, respectively                                                           232,141              162,704
      Additional paid-in-capital                                                       10,465,640            7,247,996
      Accumulated deficit                                                             (10,820,593)          (8,193,286)
      Deferred compensation/services                                                      (25,200)             (69,300)
                                                                                     ------------         ------------

          Total shareholders' deficiency                                                 (148,012)            (851,886)
                                                                                     ------------         ------------

                   Total liabilities and shareholders' deficiency                    $  2,579,675         $    455,892
                                                                                     ============         ============
</TABLE>

                See notes to consolidated financial statements.

                                       5
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                                          2000                      1999
                                                                                          ----                      ----
                                                                                       (unaudited)               (unaudited)
<S>                                                                                   <C>                     <C>
SALES                                                                                  $   761,852             $    285,420

COST OF SALES                                                                              470,769                  155,180
                                                                                       ------------            -------------

  GROSS PROFIT                                                                             291,083                  130,240

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                             2,531,594                1,991,044
                                                                                       ------------            -------------

LOSS FROM OPERATIONS                                                                    (2,240,511)              (1,860,804)

OTHER INCOME (EXPENSES)
  Total other income (expense), principally interest expense                              (386,796)                 (44,957)
                                                                                       ------------            -------------

NET LOSS                                                                               $(2,627,307)            $ (1,905,761)
                                                                                       ============            =============

NET LOSS PER SHARE:
  BASIC AND DILUTED                                                                         ($0.01)                  ($0.02)
                                                                                       ============            =============

WEIGHTED AVERAGE SHARES USED IN NET
  LOSS PER SHARE CALCULATIONS:
  BASIC AND DILUTED                                                                    199,339,000              109,924,000
                                                                                       ============            =============
</TABLE>


                See notes to consolidated financial statements.

                                       6
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                 THREE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


<TABLE>
<CAPTION>
                                                                                        2000                     1999
                                                                                        ----                     ----
                                                                                     (unaudited)              (unaudited)
<S>                                                                               <C>                     <C>
SALES                                                                               $     293,394           $     121,870

COST OF SALES                                                                             138,765                  66,125
                                                                                    --------------          --------------

  GROSS PROFIT                                                                            154,629                  55,745

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                                              720,217                 462,415
                                                                                    --------------          --------------

LOSS FROM OPERATIONS                                                                     (565,588)               (406,670)

OTHER INCOME (EXPENSES)
  Total other income (expense), principally interest expense                              (69,928)                (23,764)
                                                                                    --------------          --------------

NET LOSS                                                                            $    (635,516)          $    (430,434)
                                                                                    ==============          ==============

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

WEIGHTED AVERAGE SHARES USED IN NET
  LOSS PER SHARE CALCULATIONS:
  BASIC AND DILUTED                                                                   222,448,000             127,839,000
                                                                                    ==============          ==============
</TABLE>

                See notes to consolidated financial statements.

                                       7
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

              CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY

                      NINE MONTHS ENDED NOVEMBER 30, 2000
                                  (unaudited)

<TABLE>
<CAPTION>
                                                                            Additional                    Deferred
                                                         Common Stock         Paid-in     Accumulated   Compensation /
                                                   -----------------------
                                                      Shares       Amount     Capital       Deficit       Services         Total
                                                   -----------   ---------  ----------    -----------   --------------    -------

<S>                                               <C>           <C>        <C>           <C>            <C>           <C>
Balance, March 1, 2000                              162,703,418  $ 162,704  $ 7,247,996   $(8,193,286)   $ (69,300)    $ (851,886)

Common stock issued for
       cash and services rendered                    55,409,652     55,410    1,699,400             -            -      1,754,810

Common stock issued for
       acquisition of businesses                      4,678,334      4,678      845,947             -            -        850,625

Conversion of convertible debentures, notes
       and loans payable to common stock              5,849,099      5,849      123,264             -            -        129,113

Exercise of stock options                             3,500,000      3,500       31,500             -            -         35,000

Issuance of stock options for services                        -          -       58,500             -            -         58,500

Additional paid-in capital related to convertible
       loans, notes and subordinated debentures               -          -      459,033             -            -        459,033

Amortization of unearned compensation                         -          -            -             -       44,100         44,100

Net loss for the nine months ended
       November 30, 2000                                      -          -            -    (2,627,307)           -     (2,627,307)
                                                    ------------ ---------- ------------  ------------   ----------   ------------

Balance, November 30, 2000                          232,140,503  $ 232,141   10,465,640   (10,820,593)   $ (25,200)    $ (148,012)
                                                    ============ ========== ============  ============   ==========   ============
</TABLE>


                See notes to consolidated financial statements.

                                       8
<PAGE>

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

           NINE MONTHS ENDED NOVEMBER 30, 2000 AND NOVEMBER 30, 1999

<TABLE>
<CAPTION>
                                                                                               NOVEMBER 30,            NOVEMBER 30,
                                                                                                  2000                    1999
                                                                                                  ----                    ----
                                                                                               (unaudited)             (unaudited)
<S>                                                                                         <C>                     <C>
OPERATING ACTIVITIES
      Net loss                                                                                $ (2,627,307)           $ (1,905,761)
      Adjustments to reconcile net loss to
          net cash used in operating activities:
               Depreciation and amortization                                                        96,315                     470
               Amortization of unearned compensation                                                44,100                       -
               Common stock issued for services rendered                                           600,110               1,376,234
               Interest expense related to beneficial conversion of debt                           189,033                       -
               Expense related to issuance of options                                               58,500                       -
               Interest expense-amortization of warrants                                           163,333                       -
      Changes in operating assets and liabilities, net of businesses acquired:
          (Increase) decrease in:
               Accounts receivable                                                                (253,396)               (100,883)
               Inventories                                                                        (359,191)               (176,836)
               Prepaid royalties                                                                   (56,448)                (26,101)
               Prepaid expenses and other                                                           (2,551)                 (3,144)
          Increase (decrease) in:
               Accounts payable and accrued expenses                                               646,833                 260,986
               Accrued interest                                                                     39,532                  31,401
               Accrued royalties                                                                    56,070                  25,421
               Accrued payroll                                                                    (129,158)                 93,188
               Payroll taxes payable                                                                38,694                  21,080
                                                                                            ---------------         ---------------

                   Net cash used in operating activities                                        (1,494,531)               (403,945)
                                                                                            ---------------         ---------------

INVESTING ACTIVITIES
      Purchase of property and equipment                                                           (50,422)                (23,930)
      Purchases of businesses, net of cash acquired                                               (388,574)                      -
                                                                                            ---------------         ---------------

                   Net cash used in investing activities                                          (438,996)                (23,930)
                                                                                            ---------------         ---------------

FINANCING ACTIVITIES
      Borrowings, net of financing fees                                                            542,405                 216,975
      Proceeds from issuance of capital stock and excerise of
          stock options, net                                                                     1,195,000                 229,950
      Repayment of notes and loans                                                                 (49,781)                (17,756)
                                                                                            ---------------         ---------------

                   Net cash provided by financing activities                                     1,687,624                 429,169
                                                                                            ---------------         ---------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                  (245,903)                  1,294

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

CASH AND CASH EQUIVALENTS, ENDING                                                             $      1,588            $      5,476
                                                                                            ===============         ===============
</TABLE>

                See notes to consolidated financial statements.

                                       9

<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999



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 and Principles of Consolidation

               The accompanying consolidated financial statements include the
          accounts of the Company and the Company's wholly owned subsidiaries.
          All significant intercompany accounts and transactions have been
          eliminated.

               The financial statements as of November 30, 2000 and for the nine
          months ended November 30, 2000 and 1999 are not audited; 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-SB 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.

                                      10

<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


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

          Intangible Assets - Goodwill

               Goodwill represents the excess of the cost of businesses acquired
          by the Company over the fair value of their net assets (liabilities)
          at the date of acquisition and is being amortized on the straight-line
          method over a seven year term. Amortization of goodwill is based upon
          management's estimates, and it is reasonably possible that such
          estimates may change in the near term. Amortization of goodwill for
          the three months and nine months ended November 30, 2000 was
          approximately $37,000 and $63,000 respectively and is included in
          selling, general and administrative expense in the consolidated
          statements of operations. On an ongoing basis, the Company evaluates
          the value assigned to goodwill to determine if it has been permanently
          impaired by adverse conditions which might affect the businesses
          acquired.

          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 number of shares actually
          outstanding. The number of shares used in the computation for the nine
          month period was 199,339,000 in 2000 and 109,924,000 in 1999.

               The assumed conversion of convertible debt into 13,900,000 common
          shares in 2000 and 3,000,000 common shares in 1999 and the exercise of
          outstanding options and warrants to purchase 31,793,000 common shares
          in 2000 and 15,706,000 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 all periods.

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 November 30, 2000, the Company has shareholders'
          equity of $148,012 and a working capital deficiency of $1,573,289.
          In addition, the Company has minimal cash available for operations and
          is in default of certain subordinated debentures (Note 5). There is no
          assurance that the Company will be able to obtain the necessary
          financing to finance future operations. These matters raise
          substantial doubt about the Company's ability to continue as a going
          concern. The financial statements do not include any adjustments
          relating to the recoverability and classification of recorded assets,
          or the amounts and classification of liabilities that might be
          necessary in the event the Company cannot continue in existence.

                                      11
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


NOTE  2.  GOING CONCERN (CONTINUED)

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

               During the nine months ended November 30, 2000, the Company
          signed several licensing agreements. The Company signed an agreement
          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. 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. 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 Company signed an agreement
          with master artists Boris Vallejo and Julie Bell to extend their fine
          art mastery into the Company's product line. Their work has graced
          movie posters, novel covers and calendars. The first products of the
          series will be collectible wall scrolls featuring digital mastered
          images derived from hand painted fantasy art from the "Master Touch"
          collection of Boris and Julie. These wall scrolls produced orders
          in early January 2001. The company also signed a licensing agreement
          with Marvel Enterprises, Inc. to create a variety of merchandise based
          on world renowned characters within the Marvel Universe, including
          Spider-Man, Captain America, Wolverine, Dr. Doom, Daredevil and
          Magneto. The licensed articles will initially include replicas and
          wall scrolls. The Company also plans to release a line of desktop
          sculptures such as Helmets, Masks and Weapon Replicas featuring the
          ever-popular Marvel super heroes and villains. The Company also signed
          a licensing agreement to distribute within the Company's Team Sport
          Division product line the "Tattle Tail". The initial target markets
          for Tattle Tails(TM) will be licensed team logos including Major and
          Minor League Baseball, the American and East Coast Hockey Leagues,
          Arena Football, Select Universities and the National Professional
          Soccer League. A full-page advertisement will appear in the 2001
          edition of Media File and Media File on-line, the advertising
          specialty industry bible, published by the Advertising Specialty
          Institute ("ASI"). Many "top-producers" in the sales information
          through ASI business have agreed to distribute our Tattle Tail(TM)
          sales information through their extensive national network of sales
          representatives.

               Subsequent to November 30, 2000, the Company signed a license
          with The Jim Henson Company for products related to the hit sci-fi
          series Farscape. The Company will be producing resin sculptures,
          spaceships, transport vehicles, jewelry replicas, weapons replicas in
          two scales and other key icons for use as Desk Top Collectibles.

                                      12
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


NOTE  2.  GOING CONCERN (CONTINUED)

               The signing of these agreements was part of the Company's ongoing
          plan to become a broad based sports and entertainment product company.

               In addition to signing the above licenses, the Company subsequent
          to November 30, 2000 has entered into a "Master Purchase and Sales
          Factoring Contract" (the agreement) with a factor. The agreement will
          allow the Company to sell certain accounts receivable up to $250,000
          in total to the factor subject to approval by the factor. There is
          recourse to the Company in the event of non-payment by the customer.
          The accounts receivable factoring agreement will improve the cash flow
          cycle for the Company and enhance the Company's ability to accelerate
          revenue growth.

               In the nine months ended November 30, 2000, 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 continuing through November 2000.
          During the nine months ended November 30, 2000, the Company also
          started the official X-Men Club website (www.X-MenClub.com) which has
          attracted approximately 1,000 paid members and approximately 7,200 who
          have signed up for the free club newsletter.

               Also completed during the nine months ended November 30, 2000 was
          a website devoted to the "Golden Age of Baseball"
          (www.collectbaseball.com). This website has started to produce
          revenues.

               In the Company's continual search to even out the fluctuation in
          its revenue cycle, the Company made two acquisitions during the nine
          months ended November 30, 2000. On June 5, 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, L.P. 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,
          Rooter Rattle's name was subsequently changed to Team Sports Concepts.

               During fiscal year 2000 the Company 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. To date the Company has received $1,400,000 of the
          original commitment of $5,000,000.

               Subsequent to November 30, 2000, the Company received $141,900
          from the issuance of stock and debt (Note 10).

                                      13
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                  NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999

NOTE  2.  GOING CONCERN (CONTINUED)

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

                   collectbaseball.com

                   collectmusicart.com

                   powersclub.com

                   mini-v.com

                   x-menclub.com

               The Company has also reserved several additional website names
          for future use, including "collectyankees.com" and
          "terminatorclub.com".

NOTE  3.  ACQUISITIONS

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

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

                                      14
<PAGE>

NOTE  3.  ACQUISITIONS (continued)

               The results of operations for both purchases are included from
          the date of their acquisitions. The following unaudited pro forma
          summary combines the results of operations of the Company, Music Art
          Corporation and Rooter Rattle, L.P. as if the acquisition had occurred
          on March 1, 2000 and 1999 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.

<TABLE>
<CAPTION>
                                                  Three Months Ended             Nine Months Ended
                                                      November 30,                  November 30,

                                                        1999                     2000              1999
                                                        ----                     ----              ----
<S>                                               <C>                        <C>               <C>
Revenues                                             $ 547,171               $ 1,157,913       $ 1,516,874
                                                     =========               ===========       ===========

Net Loss                                             $(899,828)              $(2,770,318)      $(2,299,190)
                                                     =========               ===========       ===========

Basic and diluted net loss per share                 $    (.01)              $      (.01)      $      (.01)
                                                     =========               ===========       ===========
</TABLE>

NOTE  4.  NOTES AND LOANS PAYABLE

               At November 30, 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 nine months ended
          November 30, 2000, the Company converted notes and loans payable in
          the amount of $76,000 into 3,889,000 common shares based upon stated
          conversion prices or negotiated conversion prices with the debtor. 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 nine months ended November 30, 2000
          relating to beneficial conversion features.

               Included in notes and loans payable is $65,375 due to the
          Company's President. During the nine months ended November 30, 2000,
          the Company accrued interest of approximately $5,194 relating to these
          loans to its President and at November 30, 2000 approximately $69,684
          in accrued interest was payable relating to these loans, which is
          recorded in "accrued interest" in the accompanying consolidated
          balance sheet.

                                      15
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


NOTE  5.  CONVERTIBLE SUBORDINATED DEBENTURES

               At November 30, 2000, the Company has outstanding $526,800 of
          convertible debentures, which mature at various times through August
          2001 and bear interest at rates ranging from 10% to 12% per annum. At
          November 30, 2000, the debentures are offset by a net unamortized
          contra discount of approximately $116,667 related to warrants
          issued in connection with the debentures issued to a group of
          investors in the amount of $400,000 (see following paragraph).
          Each $1,000 unit is convertible at any time at the holder's option,
          into between 10,000 and 75,000 shares of Company common stock for
          cumulative 13,900,000 common shares. In connection with the issuance
          of the convertible debentures, the Company recorded additional
          interest expense of $142,267 for the nine months ended November 30,
          2000 relating to beneficial conversion features. The Company was
          not able to complete an effective registration statement within
          150 days of the debenture sale. As a result, the Company is in
          default of the debenture agreement.

               Included in convertible subordinated debentures are $400,000 of
          convertible debentures issued by the Company in May 2000; these
          debentures mature April 2001, are secured by substantially all of 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 lesser of $.04 per share or 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 was amortized as interest expense in the quarter ended May
          31, 2000 because debentures are convertible at any time at 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 is being amortized
          to interest expense over the term of the related debentures and which
          amounted to $163,333 for the nine months ended November 30, 2000); the
          debenture holders also have certain rights in the event the Company
          files a registration statement.

NOTE  6.  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 $58,500 and an
          increase to additional paid in capital for such options issued during
          the months of March through November 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 75%, expected lives of options of five years and no expected
          payment of

                                      16
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


NOTE  6.  COMMON STOCK (CONTINUED)

          dividends. The weighted average grant-date fair value of options
          granted was $.13 per share.

               During the nine months ended November 30, 2000, the Company
          received $1,195,000 (net of $82,453 of financing costs) from the
          issuance of 45,758,200 shares of common stock through private
          placements to various investors and the issuance of 3,500,000 shares
          related to the exercise of stock options at $.01 per share.

               The Company converted approximately $129,113 of accounts payable,
          notes and loans payable and related accrued interest into 5,849,009
          shares of common stock based upon negotiated conversion prices with
          the debtors.

               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 (Note
          5).

               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:

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

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

               .  Creates positive relationships as share price appreciation
                  occurs.

               The dollar value of these activities included in the selling,
          general and administrative expenses for the nine months ended November
          30, 2000 was $ 600,110. 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 nine months ended November
          30, 2000 was 9,651,452.

NOTE  7.  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 nine months ended November 30, 2000 or 1999 due to net
          operating losses incurred.

                                      17
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


NOTE  8.  COMMITMENTS

          Employment Agreement

            The Company has an employment contract (the "agreement") with its
          President through January 1, 2005, which provides for minimum 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.

          Licenses

            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 as well as certain accessories containing logos and
          names of professional minor league and college sports teams.  The
          agreements expire at various dates through 2003 and generally require
          the Company pay a royalty of 9% or 10% of sales, with certain minimum
          royalty payments required. The total remaining minimum guaranteed
          royalty as of November 30, 2000 for all agreements is approximately
          $470,000, of which the Company has paid $125,000.

          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  9.  STATEMENT OF CASH FLOWS

            During the nine months ended November 30, 2000, the Company entered
          into the following non-cash transactions:

            Converted approximately $129,113 of notes and loans payable and
          related accrued interest into 5,849,009 shares of common stock.

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

            Issued a note payable in the amount of $26,200 for the purchase of
           property and equipment.

            Recorded the following respect to two business combinations entered
          into in 2000:

            .  Issued a note payable for $30,000 as part of the acquisition of
               Rooter Rattle, LP.

            .  Issued 4,678,334 shares of common stock valued at $850,625 for
               the acquisition of two companies.

                                      18
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                 NINE MONTHS ENDED NOVEMBER 30, 2000 AND 1999


NOTE 9.    STATEMENT OF CASH FLOWS (CONTINUED)

               .   Goodwill of approximately $1,427,000
               .   Assets purchased and liabilities assumed are as follows:

                 Inventories                                       $   82,906
                 Accounts receivable                                  104,757
                 Other assets                                          11,821
                 Property and equipment                                 2,243
                                                                   ----------
                                                                      201,727

                 Accounts payable and accrued expenses                358,359
                                                                   ----------

                 Net assets acquired (liabilities assumed) in
                  business combinations                             ($156,632)
                                                                   ==========

           Cash payments for interest expense were immaterial for the nine
           months ended November 30, 2000 and 1999.

NOTE 10.   SUBSEQUENT EVENTS

               Subsequent to November 30, 2000, the following occurred:

                 The Company issued notes payable and convertible subordinated
           debentures for cash proceeds of $117,000.

                 The Company received $24,900 for sales of 2,635,000 shares of
           Company common stock to various investors.

                 The Company has entered into a "Master Purchase and Sales
           Factoring Contract" (the agreement) with a factor. The agreement will
           allow the Company to sell certain accounts receivable up to $250,000
           in total to the factor subject to approval by the factor. There is
           recourse to the Company in the  event of non-payment by the customer.

                                      19
<PAGE>

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


General
-------

     The Company earns 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 nine months ending November 30, 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. The Company also 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. Additionally, 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 7/th/ Portal- a
team of 21/st/ 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 7/th/ Portal. The license agreement also includes rights to develop
merchandise in connection with a theatrical release of a "7/th/ Portal" feature
film during the term of the agreement

     During the nine month period ended November 30, 2001, in an effort to
expand its revenue base, and become a broad based sports and entertainment
products company, the Company entered into several additional license
agreements. The Company signed an agreement with master artists Boris Vallejo
and Julie Bell to extend their fine art mastery into the Company's product line.
Their work has graced movie posters, novel covers and calendars. The first
products of the series will be collectible wall scrolls featuring digitally
mastered images derived from hand painted fantasy art from the "Master Touch"
collection of Boris and Julie. These wall scrolls will be available for
distribution in early January 2001. The company also signed a licensing
agreement with Marvel Enterprises, Inc. to create a variety of merchandise based
on well known characters within the Marvel Universe, including Spider-Man,
Captain America, Wolverine, Dr. Doom, Daredevil and Magneto. The licensed
articles will initially include replicas and wall scrolls. The Company plans to
release a line of desktop sculptures such as Helmets, Masks and Weapon Replicas
featuring these Marvel super heroes and villains. The Company is awaiting
approval of prototypes from Marvel and does not have a definite time when these
products would be available for distribution.   The Company also signed a
licensing agreement for the Company's Team Sport Division  to distribute the
"Tattle Tail", which is a stylized cloth lanyard that serves as a holder for
remote controls.  Initially, the Tattle Tails (TM) marketed by the Company
will contain licensed team logos including Major and Minor League Baseball, the
American and East Coast Hockey Leagues, Arena Football, select universities and
the National Professional Soccer League. A full-page advertisement for these
products appeared in the 2001 edition of Media File and Media File on-line, the
advertising specialty industry bible, published by the Advertising Specialty
Institute ("ASI").

                                      20
<PAGE>

     Subsequent to November 30, 2000, the Company signed a license with The Jim
Henson Company for products related to the hit sci-fi series Farscape. The
Company will be producing resin sculptures, spaceships, transport vehicles,
jewelry replicas, weapons replicas in two scales and other key icons for use as
Desk Top Collectibles.  The signing of this agreement was part of the Company's
ongoing plan to become a broad based sports and entertainment products company.

     Also, completed during the nine months ending November 30, 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.

     The Company's fiscal year ends February 28 (or 29).  References to fiscal
years mean fiscal years ending on February 28 (or 29) of that year.  For
example, fiscal year 2000 is the twelve month period ended February 29, 2000.


     In it's continual search to even out the fluctuation in the Company's
revenue cycle, the Company made two acquisitions during the nine months ended
November 30, 2000. 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. The 1,000,000 shares of common stock issued to acquire
Music Art was valued at approximately $300,000, based upon the Company's
guarantee of the fair market price of the Company's common stock one year from
the issuance date. The excess of acquisition cost over the fair value of net
assets was approximately $377,000, which is being amortized over seven years
beginning in June 2000. 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.  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 its 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 3,663,334 Shares of Common Stock
issued at a value of $545,000 based upon the trading price of the Company's
common stock on the acquisition date, which was $.15 per share.  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 costs over the fair value of net assets was
approximately $1,050,000 which will be amortized over seven (7) years beginning
August, 2000.  The Company also entered into an Employment Agreement with a
former officer of Rooter Rattle, L.P. as part of the transaction.

     The Company, during the nine months ending November 30, 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 Chief Operating Officer left the Company in March 2001
to pursue other interests, but continues to provide services to the Company on a
per diem basis.

                                      21
<PAGE>

     Cost of sales for the nine months ending November 30, 2000 were comprised
of costs associated with the sale of the products related to the Austin Powers
and X-Men movies, Team sports Products as well as sales from its sports
memorabilia. 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, and
advertising, rent, depreciation and other related fixed overhead expenses.  Also
included in this category are the expenses related to the replication of movie
props to ready them for mass production by the contract manufacturers, as well
as the non-cash costs related to services satisfied by the issuance of Company
stock.  The services provided were in direct support of the operations of the
Company on both an ongoing basis and in anticipation of the increased business
expected from the sales of product related to the X-Men movie.  As the Company
grows, through acquisitions and the sales of current product, it anticipates it
will have to rely less on the issuance of stock for services due to increased
cash flow as well as its access to capital increases.  The benefits to the
Company from these stock transactions are 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 $23,304 in tooling costs in the nine months ended November
30, 2000, none of which occurred in the three (3) months ended November 30,
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 costs of sales.

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

                                      22
<PAGE>

     As of November 30, 2000 the Company had an accumulated deficit of
$10,820,593. This deficit arose from operating losses and not any particular
transaction or transactions. The Company has not generated sufficient revenues
to meet its operating expenses. As a result, there is substantial doubt about
the Company's ability to continue as a going concern. The added revenue
generated by the acquisitions of Music Art and Rooter rattle, along with the
release of the X-Men movie on videotape in November 2000 and the revenue
generated from its new licenses, all are expected to improve this situation.

     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.

     The Company shipped X-Men products with a sales price in excess of $513,600
as of November 30, 2000. The royalties payable on these sales are 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 unless a new Terminator movie is released. 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 able to sell enough product to justify its minimum royalty. The Company
also has not had sales of Austin Power products sufficient to pay the minimum
royalty at the contractual royalty rates. The Company believes that there will
be another Austin Powers movie released in 2002, and the Company will be
prepared with product upon that release and will generate significant sales of
Austin Power products. The Company's license for Austin Powers products expires
in 2001. However, the Company believes that both the term of the license and the
period in which it has to meet the minimum royalty will be extended through
2002. If new movies are not released, or if the Company does not realize
significant sales if new movies are released, the Company might be required to
use other sources of revenue to pay the remaining $15,000 in royalties on
Terminator products and the remaining $70,000 of minimum royalties on the Austin
Powers products. As previously mentioned during the quarter ending November 30,
2000, the Company signed a license with Marvel Enterprises. Currently the
Company is just in the beginning phases of obtaining product approval from
Marvel Enterprises. The royalty rate for this license is 12% of sales with a
minimum royalty of $75,000 of which $40,000 has been paid as of November 30,
2000 the balance of the minimum royalty payment has to be made by the December
31, 2003 expiration date of the license. Based upon the Company's current
distribution channels as well as the Company's previous success with Marvel
products, the Company believes that it will generate sufficient revenue during
the life of the license to meet it's minimum royalty commitment. During the
quarter ending November 30, 2000, the Company signed a licensing agreement to
distribute, through its Team Sports division, the "Tattle Tail". The royalty
rate for this license is 7% of sales and a minimum royalty amount of $84,000 is
payable by November 30, 2003 expiration date of the license. Based upon the
Company's current channels of distribution within the Team Sport Division, the
Company believes that it will generate sufficient revenue to meet it's
minimum royalty commitment.

Results of operations
---------------------

                                      23
<PAGE>

Three Months Ended November 30, 2000 compared to Three Months Ended November 30,
--------------------------------------------------------------------------------
1999.
-----

     Net revenue for the quarter ended November 30, 2000 was $293,394, comprised
of sales of X-Men product of approximately $100,000, sales of plate-signed
lithographs from Rolling Stones album covers and tour art of approximately
$11,000, sales from the Team Sports product lines of approximately $166,000,
sales from the collectbaseball.com website of approximately $9,000, and the
balance from the sale of Austin Power products. Revenue for the quarter ended
November 30,1999 was $121,870, comprised predominantly of sales of Austin Powers
products.

     Cost of sales for the quarter ended November 30, 2000 increased by $72,640
from the quarter ended November 30, 1999. This increase was mainly attributable
to the increased volume of sales, primarily products related to the X-Men movie,
the collectbaseball.com website, and the two acquisitions made during the
quarter. Cost of sales as a percentage of revenues decreased to 47.3% for the
quarter ending November 30, 2000 as compared to 54.3% for the same period last
year. The decrease in cost of sales as a percent of revenues for the quarter
ending November 30, 2000 is primarily due to the Team Sport product line and
fewer sales made to wholesalers of the X-Men product who were given volume
discounts.

     Selling, general and administrative expenses for the quarter ended November
30, 2000 increased to $720,217 from $462,415 for the quarter ended November
30,1999.  For the quarters ended November 30, 2000 and 1999, the services
obtained with the issuance of stock were approximately $126,558 and $240,617
respectively.  These services included internal accounting and financial
services, internet website creation, marketing assistance, insurance program
review, and general management consulting.  Staffing increased to fourteen full
time and two part consultants for marketing and licensing for the quarter ended
November 30, 2000 as compared to three full time and two part time employees for
the quarter ended November 30, 1999.  As previously mentioned, the Company
incurs charges to bring products to market.  These charges relate to the cost
for producing samples, as well as the related package design cost that must be
approved by the licensee prior to full production runs of the product.  For the
quarter ended November 30, 2000 the Company incurred charges of approximately
$25,000 versus cost of approximately $20,000 for the quarter ended November 30,
1999.  Also included in the selling, general and administrative expenses for
2000 were approximately $43,000 and $124,900, respectively, for the operations
of Music Art and Team Sports, two acquisitions completed during 2000. As a
result of these acquisitions, the Company incurred additional costs related to
the amortization of goodwill during the quarter ending November 30, 2000 of
approximately $37,500 as compared to $0 for the quarter ending November 30,
1999.

     The Company incurred interest expense of approximately $69,900 for the
quarter ended November 30, 2000 as compared to approximately $23,700 for the
quarter ended November 30, 1999 due to increased borrowings

     As a result of the above, the Company had a net loss of $635,516 for the
quarter ended November 30, 2000 as compared to a net loss of $430,434 for the
quarter ended November 30, 1999.

Nine Months Ended November 30, 2000 compared to Nine Months Ended November 30,
------------------------------------------------------------------------------
1999.
-----

     Net revenue for the nine months ended November 30, 2000 was $761,852,
comprised of sales of X-Men product of approximately $513,600, sales of plate-
signed lithographs from

                                      24
<PAGE>

Rolling Stones album covers and tour art of approximately $16,700, sales from
the Team Sports product lines of approximately $208,900, sales from the
collectbaseball.com website of approximately $13,000 and the balance from the
sale of Austin Power products. Revenue for the nine months ended November
30,1999 was $285,420, comprised predominantly of sales of Austin Powers
products.

     Cost of sales for the nine months ended November 30, 2000 increased by
$315,589 from the nine months ended November 30,1999. This increase was mainly
attributable to the increased volume of sales, primarily products related to the
X-Men movies and the two acquisitions made during the quarter. Cost of sales as
a percentage of revenues increased to 61.8% for the nine months ended November
30, 2000 as compared to 54.4% for the same period last year. The increase in
cost of sales as a percent of revenues for the nine months ended November 30,
2000 over the nine months ended November 30, 1999 is primarily due to a charge
for slow moving inventory of $30,000 and sales made to wholesalers of the X-Men
product who were given volume discounts. Cost of sales , as a percentage of
sales, was significantly higher in the full nine month period ended November 30,
2000 as compared to the final three months of that period primarily because a
much lower portion of the Company's sales in the final three months were to
wholesalers.

     Selling, general and administrative expenses for the six months ended
November 30, 2000 increased to $2,531,594 from $1,991,044 for the same period
last year.  For the nine months ended November 30, 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 were approximately $601,000 and
$1,376,000 respectively.  Staffing increased to fourteen full time and two part
consultants for marketing and licensing for the nine months ended November 31,
2000 as compared to three full time and two part time employees for the same
period last year. 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 that must be approved by the
licensee prior to full production runs of the product.  For the nine months
ended November 30, 2000, the Company incurred charges of approximately $31,400
versus charges of approximately $39,900 for the same period last year. Also
included in the selling, general and administrative expenses were those of the
two acquisitions completed during 2000. The Music Art and Team Sport
acquisitions contributed approximately $106,300 and $175,400 respectively of
selling, general and administrative expenses during the nine months ending
November 30, 2000. Due to acquisitions, the Company incurred charges related to
the amortization of goodwill during the nine months ended November 30, 2000 of
approximately $63,500 as compared to $0 for the same period last year.

     The Company incurred interest expense of approximately $386,800 for the
nine months ended November 30, 2000 as compared to approximately $44,900 for the
same period last year 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 $189,000 of interest expense for the nine months ended
November 30, 2000.

     As a result of the above, the Company had a net loss of $2,627,307 for the
nine months ended November 30, 2000 as compared to a net loss of $1,905,761 for
the same period last year.

                                      25
<PAGE>

Liquidity and Capital Resources
-------------------------------

     As of November 30, 2000 the Company had a working capital deficiency of
approximately $1,573,289 compared to a deficit working capital of $869,672 as
February 29, 2000. The deficit working capital as of November 30, 2000 is a
direct result of the unprofitable operations for the nine months ended November
30, 2000 that resulted in a cash used in operating activities of approximately
$1,566,000. The Company had an ending cash balance of $1,588 at November 30,
2000.

     During the nine months ended November 30, 2000, the Company purchased
computer equipment and a delivery van, and incurred tooling cost for
approximately $76,000. The delivery van was financed through the credit company
associated with the manufacturer of the vehicle. This note payable is
approximately $25,200.  The Company does not foresee any significant capital
expenditures needed in the next three months.

     The Company has financed its losses through private sales of equity and
debt securities and the issuance of stock for services. During the nine months
ending November 30, 2000, the Company received the following capital infusions:
approximately $1,195,000 (net of fees) from issuance of common stock and
exercise of stock options and approximately $542,000 (net of fees) in
convertible debentures and other borrowings. Additionally, during this period
the Company received notices requesting conversion from the holders of
convertible debentures and demand notes of approximately $121,000, $10,000 of
which was originally issued in this period.  These instruments were convertible
into 5,555,849 shares of common stock.

     During the nine months ended November 30, 2000, the Company started making
payments on approximately $54,000 of demand notes. These notes were originally
scheduled to be paid by December 31, 2000. Subsequent to November 30, 2000, the
Company ceased making payments on certain demand notes. In the past, the Company
has been successful in renegotiating terms on its debt.  $19,312 in principal
amount of these notes was outstanding on November 30, 2000.  The Company is
confident that it will be successful in renegotiating payment terms on these
demand notes.

     An event of default has occurred regarding 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. Company's
financial advisor has informed the Company that they do not intend to take any
action at this time due to the default.  The Company does not, however, have any
legally binding commitment from the debenture holders.

     Subsequent to November 30, 2000, the Company has received approximately
$141,900 of cash financing through the issuance of debt and stock.

     The Company, subsequent to November 30, 2000 entered into a "Master
Purchase and Sales Factoring Contract" with a factor. The agreement will allow
the Company to sell certain accounts receivable up to $250,000 in total to the
factor subject to approval by the factor. The

                                      26
<PAGE>

discount rate on sales to the factor is approximately 3% per month. There is
recourse to the Company in the event of non-payment by the customer. The
factoring agreement will substantially improve the cash flow cycle for the
Company and will enhance the Company's ability to accelerate the revenue growth.

     As of November 30, 2000, the Company had $442,930 in outstanding notes and
loans payable and $407,996 in outstanding convertible debentures net of contra
discount of approximately $190,000 related to the 4,000,000 warrants issued with
the convertible debenture of $400,000 as mentioned in a preceding paragraph. The
Company also made approximately $44,000 of scheduled payments against the
remaining debt that matures at varying dates through February 2001. The Company
believes its cash flow from operations will be sufficient to satisfy these debts
given the continued success of the X-Men movie, revenues from its
collectbaseball.com website, revenues from the sales of Music Art product,
revenues from products from Team Sports and the recent addition of it's accounts
receivable and purchase order financing credit facilities. The Company's Team
Sports subsidiary is expected to experience seasonality weighting sales to the
earlier part of the year as this is the period when its customers order baseball
related products. The Company also anticipates revenues from licenses signed
subsequent to November 30, 2000. 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. However there is no guarantee
that it will continue to be successful in renegotiating the payment terms on
it's debt and may need outside capital.

Forward Looking Statements
--------------------------

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

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

                                      27

<PAGE>

                          PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings

     During the quarter ended November 30, 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

     During the Company's fiscal quarter ended November 30, 2000 the Company
issued the following shares of common stock to the following individuals, all of
whom were existing shareholders, for cash on the following terms. The shares
purchased by Paul Lipschutz, the Company's President, were purchased pursuant to
the exercise of an option by him. Robert Gollon was an officer and director of
the Company at the time of his purchase.

<TABLE>
<CAPTION>

<S>                    <C>                <C>
Kenneth Volstad        700,000 shares      $ 7,000
Roy Maiwurm            3,400,000 shares    $34,000
Roy Mittman            9,000,000 shares    $90,000
Jack Gough             500,000 shares      $ 5,000
Doris Barnhill         300,000 shares      $ 3,000
Steve Richardson       100,000 shares      $ 1,000
Susan Smith            100,000 shares      $ 1,000
Robert & Diane
 Wotherspoon           500,000 shares      $10,000
David Gold             100,000 shares      $ 2,000
David and Risa
 Altman                250,000 shares      $ 5,000
Jonathan and Sue
 Shoolman              500,000 shares      $10,000
Aaron Shoolman         250,000 shares      $ 5,000
Barry and Mary Beth
 Ford                  250,000 shares      $ 5,000
Morrie Gold            500,000 shares      $10,000
Jeffrey Gold           500,000 shares      $10,000
Paul Lipschutz         3,500, 000 shares   $35,000
Robert Gollon          1,000,000shares     $20,000
</TABLE>

     During this fiscal quarter, the Company issued 500,000 shares for no
additional consideration in settlement of anti-dilution rights held by Paula
Singh. The rights to the issue of these shares had accrued more than one year
before.

     Also during this quarter, the Company issued 1,998,752 shares for services
to 18 individuals and one company. These shares had an aggregate fair market
value of $153,822, based on the market price on the dates of issuance. The
Company accounted for these based on a discounted value of $123,058 due to the
shares being restricted stock. A total of 550,000 of these shares were issued to
officers of the Company. The shares issued to the officers had fair market
values of $.05 and $.07, and were accounted for at discounted prices of $.04 and
$.052 per share.

     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) with respect to these transactions (or with
respect to the original transactions in the case of anti-dilution rights) as no
public solicitation was employed, the shares bore restrictive legends, and the
acquirers of the shares had access to the type of information which would be
contained in the Registration Statement and had sufficient sophistication so as
to not require the protection afforded by the 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. No
commission or other remuneration was paid or given in connection with the offer
and the sale of the securities.

Item 3.   Defaults on Senior Securities

     The Company is in default under the $400,000 in convertible debentures that
the Company issued on May 3, 2000. 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. The Company's financial advisor
has informed the Company that the debenture holders do not intend to take any
action at this time due to the default. The Company does not, however, have any
legally binding commitment from the debenture holders. The debentures are
secured substantially all of the Company's assets.

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

     Not Applicable

Item 5.   Other Information

          Subsequent to November 30, 2000, On March ___, 2001, Robert Gollon,
the Company's Chief Operating Officer, and a director, resigned as an employee,
officer and director to pursue other interests. He continues to provide services
to the Company on a per diem basis.


Item 6.   Exhibits and Reports on Form 8-K

      (a) Exhibits.

          None

      (b) Reports on Form 8-K.  None


                                      28
<PAGE>

                                  SIGNATURES

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

DATE:  May 16, 2001.

                      COLLECTIBLE CONCEPTS GROUP, INC.


                      By:  /s/ Paul S. Lipshutz
                         _______________________________________
                         Paul S. Lipschutz, President

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

                                      29