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

                                   FORM 10-QSB

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

                FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2001

        [ ] TRANSITION REPORT UNDER 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 on its charter)

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

                              1600 LOWER STATE ROAD
                              DOYLESTOWN, PA 18901
                    (Address of principle executive offices)

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


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

      APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
                           THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 after the distribution of securities under a plan confirmed by a court.
                               Yes [ ]   No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: 478,972,190 shares issued and
outstanding as of June 30, 2004

<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.

                                      INDEX

PART I   FINANCIAL INFORMATION

         ITEM 1  Condensed Consolidated Balance Sheet As Of
                 November 30, 2001 (Unaudited)                                 3
                 Condensed Consolidated Statements Of Operations For The
                 Three Months Ended November 30, 2001 And 2000 (Unaudited)     4

                 Condensed Consolidated Statements Of Operations For The
                 Nine Months Ended November 30, 2001 And 2000 (Unaudited)      5

                 Condensed Consolidated Statement Of Changes In
                 Shareholders' Deficiency For The Nine Months Ended
                 November 30, 2001 (Unaudited)                                 6

                 Condensed Consolidated Statements Of Cash Flows For
                 The Nine Months Ended November 30, 2001 And 2000
                 (Unaudited)                                                   7

                 Notes To Condensed Consolidated Financial Statements
                 As Of November 30, 2001 (Unaudited)                      8 - 20

         ITEM 2  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                       21-31

PART II  OTHER INFORMATION

         ITEM 1  Legal proceedings                                            32
         ITEM 2  Changes in securities and use of proceeds                    32
         ITEM 3  Defaults upon senior securities                              32
         ITEM 4  Submission of matters to a vote of security holders          32
         ITEM 5  Other information                                            33
         ITEM 6  Exhibits and Reports on 8-K                                  33

         SIGNATURES                                                           34


<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY
                   FOR THE NINE MONTHS ENDED NOVEMBER 30, 2001
                                   (UNAUDITED)


                                     ASSETS
CURRENT ASSETS
Cash                                                               $        641
Accounts receivable, net                                                 11,245
Inventories                                                             177,201
Prepaid royalties                                                        42,565
Prepaid expenses and other                                               10,975
                                                                   ------------
Total Current Assets                                                    242,627

Property and equipment, net                                              80,455
                                                                   ------------

TOTAL ASSETS                                                       $    323,082
                                                                   ============

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Convertible secured debentures, net                                $    387,500
Notes and loans payable, current portion                                815,960
Loans payable - related party                                            80,121
Convertible subordinated debentures                                      96,800
Accounts payable                                                      1,489,381
Accrued expenses                                                      1,188,549
Accrued royalties                                                       356,250
                                                                   ------------
Total Current Liabilities                                             4,414,561
                                                                   ------------

TOTAL LIABILITIES                                                     4,414,561
                                                                   ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
Common stock, $.001 par value, 350,000,000 shares authorized,
  4,892,458 shares issued and outstanding                                 4,892
Additional paid-in capital                                           12,172,720
Accumulated deficit                                                 (16,265,591)
Deferred compensation/services                                           (3,500)
                                                                   ------------
Total Shareholders' Deficiency                                       (4,091,479)
                                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                     $    323,082
                                                                   ============


     See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
                                   (UNAUDITED)


                                                         2001           2000
                                                     -----------    -----------
SALES                                                $    39,032    $   115,502

COST OF SALES                                            169,434         41,624
                                                     -----------    -----------
GROSS (LOSS) PROFIT                                     (130,402)        73,878

OPERATING EXPENSES
Selling, general and administrative                    1,140,899        552,379
                                                     -----------    -----------

LOSS FROM OPERATIONS                                  (1,271,301)      (478,501)

OTHER EXPENSE
Interest expense                                          57,819         69,928
                                                     -----------    -----------

LOSS BEFORE TAX PROVISION                             (1,329,120)      (548,429)
INCOME TAX PROVISION                                          --             --
                                                     -----------    -----------
LOSS FROM CONTINUING OPERATIONS                       (1,329,120)      (548,429)
LOSS FROM DISCONTINUED OPERATIONS                         (7,771)       (87,087)
                                                     -----------    -----------

NET LOSS                                             $(1,336,891)   $  (635,516)
                                                     ===========    ===========

BASIC AND DILUTED LOSS PER SHARE
 Loss per share from continuing operations           $     (0.29)   $     (0.17)
 Loss per share from discontinue operations                   --          (0.03)
                                                     -----------    -----------

     Basicand Diluted Loss Per Share                 $     (0.29)   $     (0.20)
                                                     ===========    ===========

WEIGHTED AVERAGE SHARES USED IN NET LOSS
  CALCULATIONS - BASIC AND DILUTED                     4,663,695      3,177,829
                                                     ===========    ===========


     See accompanying notes to condensed consolidated financial statements.


                                       4
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
                                   (UNAUDITED)


                                                         2001          2000
                                                     -----------    -----------

SALES                                                $    50,849    $   535,398
COST OF SALES                                            178,234        348,009
                                                     -----------    -----------

GROSS (LOSS) PROFIT                                     (127,385)       187,389
OPERATING EXPENSES
Selling, general and administrative                    2,045,084      2,236,497
                                                     -----------    -----------

LOSS FROM OPERATIONS                                   2,172,469     (2,049,108)
OTHER EXPENSE
Interest expense                                        (253,532)      (386,796)
                                                     -----------    -----------

LOSS BEFORE TAX PROVISION                             (2,426,001)    (2,435,904)
INCOME TAX PROVISION                                          --             --
                                                     -----------    -----------
LOSS FROM CONTINUING OPERATIONS                       (2,426,001)    (2,435,904)
LOSS FROM DISCONTINUED OPERATIONS                       (523,698)      (191,403)
                                                     -----------    -----------

NET LOSS                                             $(2,949,699)   $(2,627,307)
                                                     ===========    ===========

BASIC AND DILUTED LOSS PER SHARE
 Loss per share from continuing operations           $     (0.58)   $     (0.85)
 Loss per share from discontinue operations                (0.12)         (0.07)
                                                     -----------    -----------

     Basicand Diluted Loss Per Share                 $     (0.70)   $     (0.92)
                                                     ===========    ===========

WEIGHTED AVERAGE SHARES USED IN NET LOSS
  CALCULATIONS - BASIC AND DILUTED                     4,243,372      2,847,700
                                                     ===========    ===========



     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIENCY
                   FOR THE NINE MONTHS ENDED NOVEMBER 30, 2001
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            Additional    Deferred
                                                         Common Stock         Paid-In   Compensation   Accumulated
                                                      Shares     Amount      Capital       Expense       Deficit          Total
                                                   ---------------------------------------------------------------------------------
<S>                                                 <C>          <C>       <C>            <C>          <C>             <C>
Balance, February 28, 2001                          3,713,365    $ 3,713   $ 11,340,834   $ (14,000)   $(13,315,892)   $ (1,985,345)

Common stock issued for cash                          160,714        161        112,349          --              --         112,510

Common stock issued for services rendered             792,952        793        431,371          --              --         432,164

Conversion of notes and loans payale, convertible
subordinated debentures, convertible secured
debentures, and related interest to common stock      156,390        156        188,235          --              --         188,391

Exercise of stock options                             142,857        143         99,857          --              --         100,000

Amortization of deferred compensation                      --         --             --      10,500              --          10,500

Decreaase due to fractional shares as a result of
1 for 70 reverse split                                (73,820)       (74)            74          --              --              --

Net loss, 2001                                             --         --            --           --      (2,949,699)     (2,949,699)
                                                   ----------    -------  -------------   ---------    ------------    ------------

BALANCE NOVEMBER 30, 2001                           4,892,458    $ 4,892   $ 12,172,720   $  (3,500)   $(16,265,591)   $ (4,091,479)
                                                   ==========    =======  =============   =========    ============    ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       6
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED NOVEMBER 30, 2001 AND 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                  2001           2000
                                                              -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      $(2,949,699)   $(2,627,307)
Loss from discontinued operations                                 523,698        191,403
                                                              -----------    -----------
Loss from continuing operations                                (2,426,001)    (2,435,904)
Adjustments to reconcile net loss to net cash used in
operating activities:
  Depreciation                                                     16,482         15,527
  Amortization of debt discount and interest                       47,201        189,033
  Amortization of deferred compensation                            10,500         44,100
  Provision for doubtful accounts                                  15,301             --
  Common stock issued for services rendered                       432,164        600,110
  Interest expense related to beneficial conversion of debt            --        163,333
  Expense related to issuance of options                               --         58,500
Changes in operating assets and liabilities, net of
discontinued operations:
Accounts receivable                                                15,049       (253,396)
Inventories                                                       197,598       (359,191)
Prepaid royalties                                                  55,486        (56,448)
Prepaid expenses and other                                         (2,005)        (2,551)
Accounts payable and accrued expenses                             722,099        596,901
Accrued royalties                                                 218,456         56,070
                                                              -----------    -----------
     Net Cash Provided By (Used In) Continuing Operations        (697,670)    (1,383,916)
     Net Cash Used In Discontinued Operations                     (25,996)      (110,615)
                                                              -----------    -----------
     Net Cash Used In Operating Activities                       (723,666)    (1,494,531)
                                                              -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                (23,214)       (50,422)
Purchases of businesses, net of cash acquired of $1,426                --       (388,574)
                                                              -----------    -----------
     Net Cash Used In Investing Activities                        (23,214)      (438,996)
                                                              -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings, net of financing fees of $0 and $52,000,
respectively                                                      591,950        542,405
Proceeds from issuance of common stock and exercise of
stock options, net                                                212,528      1,195,000
Repayment of notes and loans payable                              (57,179)       (49,781)
                                                              -----------    -----------
     Net Cash Provided by Financing Activities                    747,299      1,687,624
                                                              -----------    -----------

NET INCREASE/(DECREASE) IN CASH                                       419       (245,903)

CASH - BEGINNING OF PERIOD                                            222        247,491
                                                              -----------    -----------

CASH - END OF PERIOD                                          $       641    $     1,588
                                                              ===========    ===========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        7

<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A) DESCRIPTION OF BUSINESS

       Collectible  Concepts Group,  Inc. and its  subsidiaries  (the "Company")
       distribute   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.

       (B) BASIS OF PRESENTATION

       These  statements  have  been  prepared  in  accordance  with  accounting
       principles generally accepted in the United States of America for interim
       financial  information  and the  instructions  to Form  10-QSB and do not
       include  all  the  information  and  footnotes   required  by  accounting
       principles  generally  accepted  in the  United  States  of  America  for
       complete  financial  statements.  In  the  opinion  of  management,   all
       adjustments   (consisting  of  normal  recurring   accruals)   considered
       necessary for a fair  presentation of the results for the interim periods
       have been included.  Operating results for the nine months ended November
       30,  2001  are not  necessarily  indicative  of the  results  that may be
       expected for the year ended February 28, 2002. The accompanying condensed
       consolidated  financial statements should be read in conjunction with the
       Company's  audited  consolidated  financial  statements and related notes
       included in the  Company's  Form 10-KSB for the year ended  February  28,
       2001.

       (C) PRINCIPLES OF CONSOLIDATION

       The accompanying  consolidated  financial statements include the accounts
       of the Company and the  Company's  two wholly  owned  subsidiaries,  Team
       Sports Specialties Corporation and Music Art Corporation. All significant
       intercompany accounts and transactions have been eliminated.

       The Company has discontinued operations of the Company's two wholly owned
       subsidiaries,   Team  Sports   Specialties   Corporation  and  Music  Art
       Corporation (See Note 3).

       (D) USE OF ESTIMATES

       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.


                                       8
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       (E) EARNINGS (LOSS) PER SHARE

       The Company follows Statement of Financial  Accounting  Standards No. 128
       ("SFAS 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 assumed  conversion of common stock  equivalents  was not included in
       the computation of diluted  earnings (loss) per share because the assumed
       conversion and exercise would be anti-dilutive due to net losses incurred
       in all periods.

       (F) RECENT ACCOUNTING PRONOUNCEMENTS

       In July 2001, the Financial  Accounting  Standards  Board ("FASB") issued
       Statement of Financial  Accounting  Standards ("SFAS") No. 142, "Goodwill
       and Other Intangible Assets," which was required to be adopted for fiscal
       year 2002.  SFAS No. 142 established  accounting and reporting  standards
       for goodwill and intangible assets resulting from business  combinations.
       SFAS No. 142 included provisions  discontinuing the periodic amortization
       of,  and  requiring  the  assessment  of the  potential  impairments  of,
       goodwill (and intangible assets deemed to have indefinite lives). As SFAS
       No. 142  replaced the  measurement  guidelines  for goodwill  impairment,
       goodwill not considered impaired under previous accounting literature may
       be considered impaired under SFAS No. 142. SFAS No. 142 also requires the
       Company to complete a two-step  goodwill  impairment test. The first step
       compares the fair value of each  reporting  unit to its carrying  amount,
       including  goodwill.  If the fair value of a reporting  unit  exceeds its
       carrying amount, goodwill is not considered to be impaired and the second
       step will not be required. SFAS No. 142 requires completion of this first
       step  within  the  first six  months of  initial  adoption  and  annually
       thereafter.  If the carrying  amount of a reporting unit exceeds its fair
       value,  the second step is performed to measure the amount of  impairment
       loss.  The second step compares the implied fair value of goodwill to the
       carrying value of a reporting unit's goodwill.  The implied fair value of
       goodwill is determined in a manner  similar to accounting  for a business
       combination  with the allocation of the assessed fair value determined in
       the first step to the assets and  liabilities of the reporting  unit. The
       excess of the fair value of the reporting unit over the amounts  assigned
       to the assets and liabilities is the implied fair value of goodwill. This
       allocation process is only performed for purposes of evaluating  goodwill
       impairment  and does not  result in an entry to  adjust  the value of any
       assets or liabilities. An impairment loss is recognized for any excess in
       the carrying  value of goodwill  over the implied fair value of goodwill.
       Upon  the  initial  adoption,  any  impairment  loss  identified  will be
       presented as a change in accounting  principle,  net of applicable income
       tax benefit, and recorded as of the beginning of that year. Subsequent to
       the initial adoption, any impairment loss recognized would be recorded as
       a charge to income from operations.


                                       9
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       In June  2001,  the FASB  issued  SFAS No.  143,  "Accounting  for  Asset
       Retirement  Obligations."  SFAS No.  143  establishes  standards  for the
       initial measurement and subsequent accounting for obligations  associated
       with the sale,  abandonment,  or other  type of  disposal  of  long-lived
       tangible   assets  arising  from  the   acquisition,   construction,   or
       development  and/or  normal  operation  of such  assets.  SFAS No. 143 is
       effective for fiscal years  beginning  after June 15, 2002,  with earlier
       application encouraged.

       In  August  2001,  the FASB  issued  SFAS No.  144,  "Accounting  for the
       Impairment or Disposal of Long-Lived  Assets." This  statement  addresses
       financial  accounting  and  reporting  for the  impairment or disposal of
       long-lived  assets  and  supercedes  SFAS No.  121,  "Accounting  for the
       Impairment of Long-Lived  Assets and for Long-Lived Assets to be Disposed
       Of".  The  provisions  of  the  statement  are  effective  for  financial
       statements issued for fiscal years beginning after December 15, 2001. The
       Company has applied SFAS No. 144 for the accounting for the impairment or
       disposal of long-lived assets beginning January 1, 2002.

       In  April  2002,  the  FASB  issued  SFAS No.  145,  "Rescission  of FASB
       Statements  No. 4, 44, and 64,  Amendment of FASB  Statement  No. 13, and
       Technical  Corrections." SFAS No. 145 rescinds the provisions of SFAS No.
       4, which  requires  companies to classify  certain  gains and losses from
       debt extinguishments as extraordinary items, eliminates the provisions of
       SFAS No. 44  regarding  transition  to the Motor  Carrier Act of 1980 and
       amends  the  provisions  of SFAS No. 13 to  require  that  certain  lease
       modifications be treated as sale leaseback  transactions.  The provisions
       of SFAS No. 145 related to  classification  of debt  extinguishments  are
       effective  for fiscal years  beginning  after May 15, 2002,  with earlier
       application encouraged.

       In July 2002, the FASB issued SFAS No. 146, "Accounting for Restructuring
       Costs." SFAS No. 146 applies to costs  associated  with an exit  activity
       (including  restructuring) or with a disposal of long-lived assets. Those
       activities can include eliminating or reducing product lines, terminating
       employees  and contracts and  relocating  plant  facilities or personnel.
       Under SFAS No.  146,  the  Company  will  record a  liability  for a cost
       associated  with an exit or  disposal  activity  when that  liability  is
       incurred and can be measured at fair value. SFAS No. 146 will require the
       Company to disclose  information about its exit and disposal  activities,
       the related costs, and changes in those costs in the notes to the interim
       and annual financial  statements that include the period in which an exit
       activity is initiated and in any subsequent  period until the activity is
       completed.  SFAS No. 146 is effective  prospectively for exit or disposal
       activities  initiated  after  December  31, 2002,  with earlier  adoption
       encouraged.  Under SFAS No. 146, a company cannot restate it's previously
       issued  financial  statements  and the  new  statement  grandfathers  the
       accounting for liabilities  that a company had previously  recorded under
       Emerging Issues Task Force Issue 94-3.

       In  December  2002,  the  FASB  issued  SFAS  No.  148,  "Accounting  for
       Stock-Based Compensation-Transition and Disclosure - an amendment of FASB


                                       10
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       Statement  No.  123." SFAS No. 148 amends SFAS No. 123,  "Accounting  for
       Stock Based Compensation" and provides alternative methods for accounting
       for a change by  registrants  to the fair value method of accounting  for
       stock-based   compensation.   Additionally,   SFAS  No.  148  amends  the
       disclosure  requirements  of SFAS No.  123 to require  disclosure  in the
       significant  accounting  policy  footnote  of  both  annual  and  interim
       financial   statements   of  the   method   of   accounting   for   stock
       based-compensation   and  the  related  pro-forma  disclosures  when  the
       intrinsic  value method  continues to be used. The statement is effective
       for fiscal years  beginning  after December 15, 2002, and disclosures are
       effective for the first fiscal quarter beginning after December 15, 2002.

       In January 2003, The FASB issued Interpretation No. 46, "Consolidation of
       Variable Interest  Entities",  an  interpretation of Accounting  Research
       Bulletin   ("ARB")   No.   51,   "Consolidated   Financial   Statements".
       Interpretation No. 46 addresses  consolidation by business enterprises of
       variable  interest  entities,  which  have  one or both of the  following
       characteristics:  (i) the equity  investment at risk is not sufficient to
       permit  the  entity  to  finance  its   activities   without   additional
       subordinated support from other parties,  which is provided through other
       interest  that  will  absorb  some or all of the  expected  losses of the
       entity;  (ii) the  equity  investors  lack  one or more of the  following
       essential characteristics of a controlling financial interest: the direct
       or  indirect  ability to make  decisions  about the  entities  activities
       through voting rights or similar rights;  or the obligation to absorb the
       expected losses of the entity if they occur,  which makes it possible for
       the entity to finance its  activities;  the right to receive the expected
       residual  returns of the entity if they occur,  which is the compensation
       for the risk of absorbing the expected losses.

       Interpretation  No. 46 also requires expanded  disclosures by the primary
       beneficiary  (as  defined)  of a  variable  interest  entity  and  by  an
       enterprise  that  holds a  significant  variable  interest  in a variable
       interest entity but is not the primary beneficiary. Interpretation No. 46
       applies  immediately to variable  interest entities created after January
       31,  2003,  and to  variable  interest  entities  in which an  enterprise
       obtains an interest  after that date. It applies in the first fiscal year
       or interim  period  beginning  after June 15, 2003, to variable  interest
       entities  in  which  an  enterprise  holds a  variable  interest  that it
       acquired  before February 1, 2003.  Interpretation  No. 46 may be applied
       prospectively with a cumulative-effect adjustment as of the date on which
       it  is  first  applied  or  by  restating   previously  issued  financial
       statements for one or more years with a  cumulative-effect  adjustment as
       of the beginning of the first year restated.

       In June  2003,  the FASB  issued  an  Exposure  Draft for  proposed  SFAS
       entitled  "Qualifying  Special Purpose Entities ("QSPE") and Isolation of
       transferred Assets", an amendment of SFAS No. 140 ("The Exposure Draft").
       The Exposure  Draft is a proposal  that is subject to change and as such,
       is not yet authoritative. If the proposal is enacted in its current form,
       it will amend and clarify SFAS 140. The Exposure  Draft would prohibit an
       entity from being a QSPE if it enters into an  agreement  that  obliged a


                                       11
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       transferor of financial assets, its affiliates,  or its agents to deliver
       additional cash or other assets to fulfill the special-purposes  entity's
       obligation to beneficial interest holders.

       In May 2003, the Financial  Accounting  Standards  Board ("FASB")  issued
       Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting
       For  Certain   Financial   Instruments  with   Characteristics   of  both
       Liabilities and Equity".  SFAS No. 150 changes the accounting for certain
       financial instruments with characteristics of both liabilities and equity
       that, under previous pronouncements, issuers could account for as equity.
       The new accounting guidance contained in SFAS No. 150 requires that those
       instruments be classified as liabilities in the balance sheet.

       SFAS  No.  150  affects  the  issuer's  accounting  for  three  types  of
       freestanding financial instruments.  One type is a mandatorily redeemable
       share, which the issuing company is obligated to buy back in exchange for
       cash or other  assets.  A second  type  includes  put options and forward
       purchase contracts, which involves instruments that do or may require the
       issuer  to buy back  some of its  shares  in  exchange  for cash or other
       assets.  The third type of instruments  that are  liabilities  under this
       Statement is  obligations  that can be settled with shares,  the monetary
       value of which is fixed,  tied solely or predominantly to a variable such
       as a market  index,  or varies  inversely  with the value of the issuers'
       shares.  SFAS No. 150 does not apply to features  embedded in a financial
       instrument that is not a derivative in its entirety.

       Most of the provisions of Statement 150 are consistent  with the existing
       definition of liabilities in FASB Concepts  Statement No. 6, "Elements of
       Financial  Statements".  The remaining  provisions of this  Statement are
       consistent  with  the  FASB's  proposal  to  revise  that  definition  to
       encompass certain  obligations that a reporting entity can or must settle
       by  issuing  its own  shares.  This  Statement  shall  be  effective  for
       financial  instruments  entered  into or modified  after May 31, 2003 and
       otherwise shall be effective at the beginning of the first interim period
       beginning  after  June  15,  2003,  except  for  mandatorily   redeemable
       financial  instruments of a non-public  entity, as to which the effective
       date is for fiscal periods beginning after December 15, 2003.

       Management   does  not  expect   the   adoption   of  these   statements'
       pronouncements  to have a material  impact on the Company's  consolidated
       financial position or results of operations.

NOTE 2 GOING CONCERN

       The Company's financial  statements have been prepared on a going concern
       basis, which contemplates the realization of assets and the settlement of
       liabilities  and  commitments  in the normal  course of  business.  Since
       inception,  the Company has not generated sufficient revenues to meet its
       operating expenses and has incurred significant  operating losses and net


                                       12
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       losses.  As of November  30,  2001,  the  Company  had a working  capital
       deficiency of $4,171,934 and  shareholders'  deficiency of $4,091,479 and
       for the nine months ended November 30, 2001 the Company had a net loss of
       $2,949,699  and net cash used in operations of $723,666.  The Company has
       minimal cash  available for  operations and is in default with respect to
       repayment provisions of certain secured and subordinated  debentures.  In
       addition,  the Company was not able to complete an effective registration
       statement  within 150 days as  required  in  connection  with the sale of
       convertible  secured debentures to a group of investors and, as a result,
       the  Company  is in  default  of the  debenture  agreement.  To  generate
       additional revenues and the working capital needed to continue and expand
       operations,  the Company has  committed to a plan for reducing  expenses,
       increasing  retail  distribution  channels  for its  products and raising
       additional  capital.  There can be no assurances that the Company will be
       able to obtain the necessary  funding to finance their operations or grow
       revenue in sufficient amounts to fund their operating expenses.

       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.

NOTE 3 ACQUISITIONS AND DISCONTINUED OPERATIONS

       On June 5, 2000,  the Company  acquired  100% of the  outstanding  common
       shares of Music  Art  Corporation  ("Music  Art")  for  14,929  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.  As of November 30 2001, all related  goodwill to Music Art has
       been reclassified to discontinued operations.

       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 51,904  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. As of February 28, 2002, all related
       goodwill to Rooter Rattle,  L.P. has been  reclassified  to  discontinued
       operations.  The Company also entered into an employment agreement with a


                                       13
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       former officer of Rooter Rattle,  L.P. as part of this  transaction.  The
       51,900 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 $10.50 per share.

       On August 1, 2001,  the Company  received a notice  from the  partners of
       Rooter Rattle, L.P. declaring the Company's wholly-owned subsidiary, Team
       Sports  Specialty  Corporation  ("Team  Sports") in default under certain
       terms of the August 3, 2000 Purchase and Sale Agreement (the "Agreement")
       between  Team  Sports and Rooter  Rattle,  L.P.  The  partners  of Rooter
       Rattle, L.P. were seeking to have all assets of Team Sports, less certain
       liabilities,  revert back to Rooter  Rattle,  L.P. as provided for in the
       event of default as defined in the  Agreement.  In July 2003, the Company
       received  a   confirmation   from   partners  of  Rooter   Rattle,   L.P.
       acknowledging  that after  examination  the related assets were deemed to
       have little or no value. All negotiations between the parties have ceased
       and upon mutual agreement the operations of Rooter Rattle,  L.P. and Team
       Sports ceased during the third quarter of the calendar year 2001.

       The Company has discontinued the operations of Music Art and Team Sports.
       The  Company  did not  incur a gain or  loss  on the  disposal  of  these
       subsidiaries  since the Company  unilaterally  ceased operations of these
       subsidiaries and the assets and liabilities reverted back to the original
       owners  as per the  terms of the  original  acquisition  agreements.  The
       assets were comprised of accounts  receivables,  inventory,  fixed assets
       and goodwill.  The  liabilities  were  comprised of accounts  payable and
       accrued  expenses.  A loss of $7,771 and  $87,087 was  incurred  from the
       discontinued  operations of these subsidiaries for the three months ended
       November 30, 2001 and 2000, respectively. A loss of $523,698 and $191,403
       was incurred from the discontinued  operations of these  subsidiaries for
       the nine months ended November 30, 2001 and 2000, respectively.

NOTE 4 CONVERTIBLE SECURED DEBENTURES

       In  May  2000,  the  Company  issued  $400,000  of  secured   convertible
       debentures to a group of  investors.  These  debentures  matured in 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 $2.80  (adjusted for 1 for 70 split) 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 the
       debt discount was amortized as interest  expense in the quarter ended May
       31, 2000 because the debentures  are  convertible at any time at holder's
       option);  the debentures  also have warrants to purchase 57,143 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


                                       14
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       75%).  The $280,000 was recorded as  additional  paid-in  capital and the
       debt  discount  was  amortized  to interest  expense over the term of the
       related  debentures.  As of November 30, 2001, the debt discount has been
       fully amortized with the Company recognizing  interest expense of $46,667
       and  $140,000  during the nine months  ended  November 30, 2001 and 2000,
       respectively. During the nine months ended November 30, 2001, the Company
       converted  convertible  secured  debentures in the amount of $12,500 into
       35,714  common shares based upon stated  conversion  prices or negotiated
       conversion prices. Due to these conversions,  the Company incurred a loss
       of  $15,000,  as the  negotiated  converted  price was less than the fair
       market value of the Company's  common stock on the date of the conversion
       (See Note 12). The  debenture  holders  also have  certain  rights in the
       event the Company  files a  registration  statement.  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.  As of the date of this report, these debentures are
       still unpaid in total and in default.

NOTE 5 NOTES AND LOANS PAYABLE

       As of November 30,  2001,  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 had  various  maturities  through
       August 2001,  except for the automobile  loan,  which matures on February
       28, 2006.  The balance of the notes and loans  payable are in default and
       remain  unpaid in total as of the date of this  report.  During  the nine
       months ended  November 30, 2001,  the Company  converted  notes and loans
       payable in the amount of $148,391  into 98,929  common  shares based upon
       stated conversion prices or negotiated conversion prices (See Note 12).

       The Company has loans payable of approximately $80,121, which is included
       in loans  payable  - related  parties  in the  accompanying  consolidated
       balance sheet, due to the Company's president and his wife as of November
       30, 2001.  During the nine months ended  November 30, 2001 and 2000,  the
       Company recorded  interest  expense of  approximately  $5,000 each period
       relating to loans from its president and his wife.  Approximately $75,000
       in accrued  interest  was payable  relating to these loans as of November
       30,  2001,  which is  recorded in accrued  interest  in the  accompanying
       consolidated balance sheet. (See Note 11)

NOTE 6 CONVERTIBLE SUBORDINATED DEBENTURES

       The  Company  has   outstanding   $96,800  of  convertible   subordinated
       debentures as of November 30, 2001. The debentures bear interest at rates
       ranging  from 10% to 12% per annum and matured at various  times  through
       August 2001.  During the nine months ended November 30, 2001, the Company
       converted  convertible  subordinated  debentures in the amount of $40,000
       into  57,461  common  shares  based  upon  stated  conversion  prices  or
       negotiated  conversion  prices.  The debentures are in default and remain
       unpaid  in total  as of the  date of this  report.  Each  $1,000  unit is


                                       15
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       convertible  at any time at the  holder's  option,  into  between 143 and
       1,429 shares of Company  common  stock for an aggregate of 55,714  common
       shares for all periods presented.

NOTE 7 COMMON STOCK

       In July 2002, the Company authorized a 1 for 70 reverse stock split. As a
       result of the reverse  stock split,  all capital stock shares and amounts
       and per share  data  have been  retroactively  restated  for all  periods
       presented.

       During the nine months  ended  November 30,  2001,  the Company  received
       $112,510  from the  issuance of 160,714  shares of common  stock  through
       private placements to various investors.

       During the fiscal year ended  February  28, 2002,  the Company  converted
       approximately  $104,533 or notes and loans  payable  and related  accrued
       interest  into  156,390  shares of common  stock  based  upon  negotiated
       conversion  prices  with the  debtors  and  therefore  incurred a loss of
       $83,858 as the negotiated  conversion price was less than the fair market
       value of the Company's common stock on the date of the conversion.

       In October 2001, the Company entered into an agreement with a third party
       whereby  the third  party has an  anti-dilution  of 1.603%.  The  Company
       issued  68,879  shares  to the  third  party  representing  1.603% of the
       outstanding share as of the date the agreement was entered into.

       From time to time,  the Company has issued  common  stock in exchange for
       the  performance  of  services  or as an  alternative  to the  payment of
       interest on outstanding debt, internal accounting and financial services,
       internet  website  creation,  marketing,  insurance  program  review  and
       general  management  consulting.  The  dollar  value of these  activities
       included in the selling, general and administrative expenses was $432,164
       and  $600,110  for the nine  months  ended  November  30,  2001 and 2000,
       respectively.  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 in 2001 and 2000 was 792,952 and 137,878, respectively.

       In  December  2001,  the  Company  increased  its  authorized  shares  to
       700,000,000 from 350,000,000.


                                       16
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


NOTE 8 STOCK OPTIONS

       In 1995, the Company issued its president and  shareholder  the option to
       purchase  7,143 shares of common  stock any time before  December 1, 2005
       for $7.00 per share.  In January 2000,  the Company  issued an additional
       142,857 options to the president and  shareholder,  which are immediately
       exercisable,  at an exercise  price of $.70 per share with an  expiration
       date of January  2004.  50,000 of these  options have been  exercised and
       92,857 remain  outstanding  as of November 30, 2001.  The agreement  also
       contains an anti-dilution provision that has the effect of increasing the
       options as of November  30, 2001.  During the nine months ended  November
       30,  2001,  142,857  options  were  granted and  exercised  for  services
       rendered under the anti-dilution  provision.  All additional options have
       the same expiration date of January 2004.

       In March 2000,  the Company  entered into an agreement to issue 715 stock
       options  per month for twelve  months  for an  aggregate  of 8,580  stock
       options to a non-employee  for consulting  services to be rendered during
       calendar  year 2000.  The options are  exercisable  at $.70 per share and
       have no expiration date. In accordance with SFAS No. 123, "Accounting For
       Stock-Based Compensation", the Company recorded an expense of $61,350 and
       an increase to additional  paid in capital for such options issued during
       the months of March 2000 through February 2001. 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
       dividends.  The weighted average grant-date fair value of options granted
       was $8.40 per share.

       The following is a summary of the status of stock option activity for the
       nine months ended November 30, 2001.

                                                            Weighted Average
                                                 Options     Exercise Price
                                                 --------   ----------------

       Outstanding as of February 28, 2001        108,580      $     1.11
         Granted                                  142,857      $      .70
         Exercised                               (142,857)     $      .70
         Terminated                                    --              --
                                                 --------      ----------

       Outstanding as of November 30, 2001        108,580      $     1.11
                                                 ========      ==========

       The Company has adopted the  disclosure-only  provisions  of SFAS No. 123
       but applies APB Opinion 25  ("Accounting  for Stock Issued to Employees")
       in accounting  for stock options  issued to  employees.  Accordingly,  no


                                       17
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       compensation  has been  recognized for the nine months ended November 30,
       2001 and 2000.  The effect of applying SFAS 123 for the nine months ended
       November 30, 2001 was not material.

NOTE 9 COMMITMENTS AND CONTINGENCIES

       (A) 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 to pay a
       royalty of  between 9% and 11% of sales,  with  certain  minimum  royalty
       payments  required.  The unpaid  minimum  royalty  fees  related to these
       agreements are included in accrue royalties in the  accompanying  balance
       sheet.  Royalty expense amounted to  approximately  $472,000 and $134,000
       for the nine months ended November 30, 2001 and 2000, respectively.

       (B) CONTINGENCIES

       In the  normal  course of  business  the  Company  is  subject to various
       regulations,  proceedings,  lawsuits, claims and other matters, including
       actions under laws and regulations  related to the environment and health
       and safety,  among others.  The Company  believes the amounts provided in
       its  consolidated  financial  statements,   as  prescribed  by  generally
       accepted accounting principles, are adequate in light of the probable and
       estimable  liabilities.  However,  there  can be no  assurances  that the
       actual amounts  required to discharge  alleged  liabilities  from various
       lawsuits, claims, legal proceedings and other matters, and to comply with
       applicable laws and regulations, will not exceed the amounts reflected in
       the  Company's  consolidated  financial  statements  or will  not  have a
       material  adverse  effect  on its  consolidated  results  of  operations,
       financial  condition  and cash  flows.  Any  amounts  of cost that may be
       incurred in excess of those  amounts  provided  as of  November  30, 2001
       cannot currently be determined.

       In 2002, a licensing  company  commenced a lawsuit for various  causes of
       action for  breach of  contract,  trademark  infringement  and  seeking a
       permanent  injunction  precluding  the  Company  from  using  any  of the
       plaintiffs'  intellectual property. The Company consented to the entry of
       a  permanent  injunction  and  the  parties  entered  into  a  settlement
       agreement,  which  resulted  in  the  dismissal  of  the  action  in  the
       subsequent  period.  However,  despite the  dismissal of the action,  the
       plaintiff  reserves  the  right to pursue  monetary  claims  against  the
       Company for its breach of various license agreements.


                                       18
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       (C) OTHER CONTINGENCIES

       The Company is  non-compliant  with  respect to payment of  employee  and
       employer  payroll-related  taxes. The liability is approximately $268,000
       as of November 30, 2001,  which  includes  penalties  and interest and is
       included in current liabilities on the consolidated balance sheet.

NOTE 10  RELATED PARTY TRANSACTIONS

       The Company  has an  employment  agreement  with its  president,  who has
       elected  to defer a portion of his salary in support of the cash needs of
       the  Company.  As of  November  30,  2001 and 2000,  the amount of salary
       deferred was  approximately  $175,000  and  $255,000,  respectively.  The
       Company has also issued stock options to the president (See Note 9).

       Accrued salaries decreased due to the dismissal of two employees who both
       agreed to forfeit their accrued salaries.

       The  Company  has a loan  payable  of  approximately  $80,121,  which  is
       included  in  loans  payable  -  related  parties  in  the   accompanying
       consolidated balance sheet, due to the Company's president as of November
       30, 2001. The Company  accrued  interest  related to these loans from its
       president of approximately $5,000 each year and approximately  $75,000 in
       accrued  interest was payable  relating to these loans as of November 30,
       2001  which  is  recorded  in  accrued   interest  in  the   accompanying
       consolidated balance sheet.

       The Company  issued  approximately  530,000 and 100,000  shares of common
       stock to officers,  directors  and family  members for services  rendered
       during the nine months ended November 30, 2001 and 2000, respectively.

NOTE 11  NON-CASH INVESTING AND FINANCING ACTIVITIES IN THE CASH FLOW STATEMENT

       During the nine months ended November 30, 2001, the Company  entered into
       the following non-cash transactions:

       The  Company  converted  $36,000 of notes and loans  payable,  $12,500 of
       convertible  secured  debentures,  $40,000  of  convertible  subordinated
       debentures,  and $16,033 of related accrued  interest into 156,390 shares
       of common  stock having an  aggregate  fair value of $188,391.  Since the
       conversions were based upon negotiated conversion prices with the debtors
       the Company  incurred a loss of $83,858 as the fair  market  value of the
       Company's  common stock on the date of the  conversion  was more than the
       negotiated conversion prices.


                                       19
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2001
                                   (UNAUDITED)


       The  Company  converted  $129,113 of notes and loan  payable  into 83,558
       shares of  common  stock  having  an  aggregate  fair  market  value of $
       129,113.

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

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

       The Company issued a note payable for $30,000 as part of the  acquisition
       of Rooter Rattle,  LP and issued  4,678,334 shares of common stock valued
       at $850,625 for the acquisition of two companies and recorded goodwill of
       approximately  $1,427,000.  The  asset  purchased  for the  two  business
       acquisitions  consisted of inventories in the amount of $82,906,  account
       receivables  in the  amount of  $104,757,  other  assets in the amount of
       $11,821  and  property  and  equipment  in  the  amount  of  $2,243.  The
       liabilities assumed consisted of accounts payable and accrued expenses in
       the amount of $358,359.

       Cash payments for interest  expense were  immaterial  for the nine months
       ended November 30, 2001 and 2000.


                                       20
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2002
                                    UNAUDITED


The  following  discussion  should  be read in  conjunction  with the  unaudited
condensed  consolidated financial statements and notes thereto set forth in Item
1of  this  Quarterly  Report.  In  addition  to  historical  information,   this
discussion and analysis contains forward-looking  statements that involve risks,
uncertainties  and  assumptions,  which  could  cause  actual  results to differ
materially from Management's expectations.  Factors that could cause differences
include,  but are not  limited  to,  expected  market  demand for the  Company's
services,  fluctuations  in pricing for products  distributed by the Company and
services  offered  by  competitors,   as  well  as  general  conditions  of  the
telecommunications marketplace.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

           Some of the information in this Form 10-QSB contains  forward-looking
statements that involve  substantial risks and  uncertainties.  You can identify
these  statements  by  forward-looking  words such as "may,"  "will,"  "expect,"
"anticipate," "believe," "estimate" and "continue," or similar words. You should
read statements that contain these words carefully because they:

          o     discuss our future expectations;

          o     contain  projections  of our future  results of operations or of
                our financial condition; and

          o     state other "forward-looking" information.

           We believe it is important to communicate our expectations.  However,
there may be events in the future that we are not able to accurately  predict or
over  which we have no  control.  Our actual  results  and the timing of certain
events could differ materially from those  anticipated in these  forward-looking
statements  as a result of  certain  factors,  including  those set forth in our
filings with the Securities and Exchange Commission.

GENERAL

           The  following  detailed  analysis  of  operations  should be read in
conjunction with the 2001  Consolidated  Financial  Statements and related notes
included in the Company's Form 10-KSB for the year ended February 28, 2001.

           In August 2003,  the Company  re-evaluated  its business  model.  The
Company  believes that  licenses have evolved into less time  sensitive and sale
spiking  properties.  The Company is not renewing or continuing licenses that do
not fit out new business model. The Company's new business model will be focused
on more evergreen properties and those with a bigger window of opportunity.  The
Company  believes that with the new genre of films being so heavily  oriented to
characters  of comic books and fantasies  that the Company will pursue  licenses
mostly in that category and to supplement them with new trend properties as they
appear.  Furthermore,  the Company  recognized  the need to have  products  that
addressed  the  mainstream  consumer  market  where market size and repeat sales
opportunities could give the Company a means to stabilize and grow its revenues.
To avoid the time,  expense  and risks  associated  with  in-house  new  product
development,  the Company sought out entities with mainstream  consumer products
whose marketability could be enhanced by the addition of the Company's licenses.


                                       21
<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

           In  July/August,   2000,  the  Company's   subsidiary,   Team  Sports
Specialties,  Inc.  acquired  the  assets of  Rooter  Rattle,  Ltd.  Part of the
consideration  for that acquisition was shares of the Company's common stock. In
connection with the  acquisition,  the company agreed with Rooter Rattle that if
certain  conditions  with respect to the Company's stock issued to Rooter Rattle
were not met on or before the first  anniversary  of closing,  the Company would
either pay Rooter  Rattle an amount of $545,000  or  transfer to Rooter  Rattle,
free and clear of all  liens and  encumbrances,  the stock of Team  Sports.  The
Condition with respect to the Company's common stock were not met, and therefore
under the agreement the Company was required to pay to Rooter Rattle $545,000 or
deliver  the  stock of Team  Sports  free  and  clear  of all  encumbrances.  In
addition,  the  Company  has not paid the  $30,000  principal  outstanding  on a
Promissory Note issued to Rooter Rattle in connection with the acquisition,  and
the Note is in default.  On August 1, 2001, the Company received notice from the
partners of Rooter Rattle, LP declaring the Company's  wholly-owned  subsidiary,
Team Sports Specialty Corporation ("Team Sports") in default under certain terms
of the August 3, 2000 Purchase and Sale Agreement (the "Agreement") between Team
Sports and Rooter Rattle,  LP. The partners of Rooter Rattle, LP and the Company
have verbally agreed to have all assets of Team Sports, less certain liabilities
to the extent that the liabilities  would exceed the assets given back to Rooter
Rattle,  LP by $150,000,  would revert back to Rooter Rattle, LP as provided for
in the event of  default  as  defined  in the  Agreement.  The  Company  did not
recognize any revenue from Team Sport  Specialties  Corporation  as of August 1,
2001. As of November 30, 2001,  all goodwill  related to Rooter  Rattle,  LP was
reclassified to discontinued operations.

           Music Art: On June 5, 2000,  we  acquired  Music Art  Corporation  in
consideration of 1,000,000 shares of our common stock.  Through the transaction,
Music  Art  became a  wholly  owned  subsidiary  of ours.  We  acquired  certain
databases and the inventory of Music Art's music and entertainment  memorabilia.
The value of the inventory was $36,056 and computer equipment was $1,368,  which
represented the majority of the physical assets acquired. The purchase price for
Music Art was  negotiated  between the president of Music Art and our president.
Music Art's  business  consisted of the marketing and sale of  reproductions  of
signed  lithographs of the Rolling Stones and photos of Bruce Springsteen signed
by well known rock  photographer,  Phil  Cecola,  a famous  rock-and-roll  group
photographer. The tangible assets acquired primarily consisted of Rolling Stones
signed lithographs and photos of Bruce Springsteen signed by Phil Cecola. We did
not acquire  any new  distribution  channels  through  the  transaction.  We did
acquire a database  owned by Music Art,  consisting  of several  thousand  named
persons who had purchased Music Art products in the past along with  individuals
and  businesses  that  previously had been contacted by Music Art with a view to
distribution of its products.  The license relating to the Rolling Stones covers
the marketing and sale of 16 signed  in-plate  lithographs  based on their album
covers and tour art. A royalty of twenty five  percent  (25%) was required to be
paid based on net sales of these lithographs with a fixed minimum for framed and
unframed pieces. The license agreement under which these products are being sold
expired  September  30, 1999 with  subsequent  sales  being sold  pursuant to an
unwritten  extension  under  the  same  terms  and  conditions  as  the  license
agreement. One of the major assets of Music Art was its license with the Rolling
Stones who were expected to extend Music Art's license in  anticipation of going
on  tour.  When the  Rolling  Stones  decided  not to go on tour  until  2002 we
anticipated  obtaining  other  licenses for Music Art during fiscal 2002 however
these  did  not  materialize.  We  believe  the  license  associated  with  this
acquisition  has expired and determined  that the cost to renew is not justified
by the potential  short-term  revenue  stream.  Accordingly,  as of November 30,
2001, all goodwill  related to Music Art has been  reclassified  to discontinued
operations.

           The Company also signed a licensing  agreement with Twentieth Century
Fox to produce a wide variety of collectibles for its feature film Planet Of The
Apes  that  was  released  in  July  2001.   Licensed  items  include,   desktop
collectibles,  decorative pins and wall scrolls.  The Company has paid Twentieth
Century Fox $15,000  against the guaranteed  minimum royalty payment of $30,000.
The other minimum royalty  payments are $5,000 due June 30, 2002 and $10,000 due
July 1, 2002.  The royalty rate for these  products is 10%. The license  expires
June 30, 2003.

           During the nine months  ended  November  30,  2001 the  Company  also
signed a licensing  agreement with Marvel enterprises to administer the official
Marvel  Universe Fan Club. The Fan Club is marketed in Marvel comic books,  over
the internet and other  mediums.  The Company opened the club for members during
September of 2001. The Company has paid $100,000 towards the minimum  guaranteed
royalty.  As  previously  mentioned  the  Company  mutually  agreed  with Marvel
Entertainment  to terminate  this license  effective  September 30, 2001 with no
residual liability due Marvel Entertainment from the Company for this license.

           During the nine months ended  November 30, 2001, the Company signed a
licensing  agreement with Global Icons who  represents  the Three  Stooges.  The
Company will be producing scrolls and desktop collectibles. The Company believes
The Stooges have a universal appeal.  This license isn't based on a movie coming
out,  even though  Global Icons is talking  about one for the near  future.  The
Company has paid Global  Icons $5,000  against the  guaranteed  minimum  royalty
payment of $10,000.  The  royalty  rate for these  products is 10%.  The license
expires  December 31, 2003.  Subsequent to November 30, 2001 these products have
been introduced.


                                       22
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

           During the nine months ended  November 30, 2001, the Company signed a
licensing agreement with New Line Cinema to produce  collectibles related to the
movie Lord Of The Rings. One of the "most read" series of books is now a trilogy
of motion  pictures from New Line Cinema which was released in December of 2001,
with additional  releases  scheduled in December of 2002 and 2003. The Company's
products will include wall scrolls depicting maps and family trees, movie scenes
and characters, and desktop collectibles, including "the ring". The Company will
pay New Line  Cinema a  guaranteed  minimum  royalty  payment of  $190,000.  The
minimum royalty  payments are $75,000 due  immediately,  $32,500 due by June 30,
2002, $32,500 due by December 31, 2002, $25,000 due by June 30, 2003 and $25,000
due by December 31, 2003.

CRITICAL ACCOUNTING POLICIES

           Our financial  statements  are prepared  based on the  application of
accounting principles generally accepted in the United States of America.  These
accounting  principles require us to exercise  significant judgment about future
events that affect the amounts  reported  throughout  our financial  statements.
Actual  events could unfold quite  differently  than our previous  judgments had
predicted.  Therefore the estimates  and  assumptions  inherent in the financial
statements  included in this report  could be  materially  different  once those
actual events are known. We believe the following  policies may involve a higher
degree of judgment and complexity in their  application  and represent  critical
accounting  policies used in the  preparation  of our financial  statements.  If
different  assumptions or estimates were used, our financial statements could be
materially different from those included in this report.

           Revenue  Recognition:  We recognize revenues in accordance with Staff
Accounting Bulletin 104, Revenue Recognition in Financial  Statements (SAB 104).
We develop and sell collectibles in the entertainment, sports and music markets.
Revenue from such product sales is  recognized  when  persuasive  evidence of an
arrangement exists,  delivery has occurred, the fee is fixed or determinable and
collectibility  is probable.  At this time the earnings  process is complete and
the risks and rewards of ownership have  transferred  to the customer,  which is
generally  when the goods are shipped  and all  significant  obligations  of the
Company have been satisfied.

           Accounts Receivable:  We must make judgments about the collectibility
of our accounts  receivable  to be able to present them at their net  realizable
value on the balance  sheet.  To do this, we carefully  analyze the aging of our
customer accounts, try to understand why accounts have not been paid, and review
historical  bad debt  problems.  From this  analysis,  we  record  an  estimated
allowance for receivables that we believe will ultimately become uncollectible.

           Realizability  of  Inventory  Values:  We make  judgments  about  the
ultimate  realizability of our inventory in order to record our inventory at its
lower of cost or market.  These judgments  involve  reviewing current demand for
our products in comparison to present  inventory levels and reviewing  inventory
costs compared to current market values.


                                       23
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

           Long-lived  Assets.  We assess the  impairment of  long-lived  assets
whenever events or changes in  circumstances  indicate that their carrying value
may not be recoverable  from the estimated  future cash flows expected to result
from their use and eventual  disposition.  Our long-lived assets subject to this
evaluation include property and equipment and amortizable  intangible assets. We
assess the  impairment  of goodwill  annually in our fourth  fiscal  quarter and
whenever events or changes in circumstances indicate that it is more likely than
not that an  impairment  loss has been  incurred.  Intangible  assets other than
goodwill are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying value may not be fully  recoverable.  We are required
to make  judgments and  assumptions  in  identifying  those events or changes in
circumstances that may trigger impairment.

RECENT ACCOUNTING PRONOUNCEMENTS

           In July 2001,  the  Financial  Accounting  Standards  Board  ("FASB")
issued Statement of Financial  Accounting  Standards ("SFAS") No. 142, "Goodwill
and Other  Intangible  Assets," which was required to be adopted for fiscal year
2002. SFAS No. 142 established  accounting and reporting  standards for goodwill
and  intangible  assets  resulting  from  business  combinations.  SFAS No.  142
included  provisions  discontinuing the periodic  amortization of, and requiring
the assessment of the potential  impairments of, goodwill (and intangible assets
deemed to have  indefinite  lives).  As SFAS No. 142  replaced  the  measurement
guidelines  for goodwill  impairment,  goodwill not  considered  impaired  under
previous  accounting  literature may be considered  impaired under SFAS No. 142.
SFAS  No.  142 also  requires  the  Company  to  complete  a  two-step  goodwill
impairment  test.  The first step compares the fair value of each reporting unit
to its carrying  amount,  including  goodwill.  If the fair value of a reporting
unit exceeds its carrying amount,  goodwill is not considered to be impaired and
the second step will not be required.  SFAS No. 142 requires  completion of this
first  step  within  the  first six  months of  initial  adoption  and  annually
thereafter.  If the carrying  amount of a reporting unit exceeds its fair value,
the second step is  performed  to measure  the amount of  impairment  loss.  The
second step compares the implied fair value of goodwill to the carrying value of
a reporting unit's goodwill. The implied fair value of goodwill is determined in
a manner similar to accounting for a business combination with the allocation of
the  assessed  fair  value  determined  in the  first  step  to the  assets  and
liabilities of the reporting unit. The excess of the fair value of the reporting
unit over the amounts assigned to the assets and liabilities is the implied fair
value of goodwill.  This  allocation  process is only  performed for purposes of
evaluating  goodwill  impairment  and does not  result in an entry to adjust the
value of any assets or  liabilities.  An impairment  loss is recognized  for any
excess  in the  carrying  value of  goodwill  over  the  implied  fair  value of
goodwill.  Upon the initial  adoption,  any impairment  loss  identified will be
presented as a change in  accounting  principle,  net of  applicable  income tax
benefit,  and  recorded  as of the  beginning  of that year.  Subsequent  to the
initial  adoption,  any impairment loss recognized would be recorded as a charge
to income from operations.


                                       24
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

           In June 2001,  the FASB issued SFAS No.  143,  "Accounting  for Asset
Retirement  Obligations."  SFAS No. 143  establishes  standards  for the initial
measurement and subsequent accounting for obligations  associated with the sale,
abandonment,  or other type of disposal of long-lived  tangible  assets  arising
from the acquisition,  construction,  or development  and/or normal operation of
such assets. SFAS No. 143 is effective for fiscal years beginning after June 15,
2002, with earlier application encouraged.

           In August  2001,  the FASB issued SFAS No. 144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for  Long-Lived  Assets to be Disposed Of". The  provisions of the statement are
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001.  The Company has applied SFAS No. 144 for the  accounting for
the impairment or disposal of long-lived assets beginning January 1, 2002.

           In April 2002,  the FASB issued  SFAS No.  145,  "Rescission  of FASB
Statements No. 4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical
Corrections." SFAS No. 145 rescinds the provisions of SFAS No. 4, which requires
companies  to classify  certain  gains and losses from debt  extinguishments  as
extraordinary  items,  eliminates  the  provisions  of  SFAS  No.  44  regarding
transition  to the Motor  Carrier Act of 1980 and amends the  provisions of SFAS
No. 13 to require that certain lease  modifications be treated as sale leaseback
transactions.  The provisions of SFAS No. 145 related to  classification of debt
extinguishments  are  effective for fiscal years  beginning  after May 15, 2002,
with earlier application encouraged.

           In  July  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for
Restructuring  Costs."  SFAS No. 146  applies to costs  associated  with an exit
activity  (including  restructuring)  or with a disposal of  long-lived  assets.
Those activities can include eliminating or reducing product lines,  terminating
employees and contracts and relocating plant facilities or personnel. Under SFAS
No. 146, the Company will record a liability for a cost  associated with an exit
or disposal activity when that liability is incurred and can be measured at fair
value.  SFAS No. 146 will require the Company to disclose  information about its
exit and disposal  activities,  the related costs, and changes in those costs in
the notes to the interim and annual financial statements that include the period
in which an exit  activity is initiated and in any  subsequent  period until the
activity  is  completed.  SFAS No. 146 is  effective  prospectively  for exit or
disposal  activities  initiated after December 31, 2002,  with earlier  adoption
encouraged.  Under SFAS No. 146, a company cannot restate it's previously issued
financial  statements  and the new statement  grandfathers  the  accounting  for
liabilities  that a company had previously  recorded under Emerging  Issues Task
Force Issue 94-3.


                                       25
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

           In December  2002,  the FASB issued  SFAS No.  148,  "Accounting  for
Stock-Based  Compensation-Transition  and  Disclosure  - an  amendment  of  FASB
Statement  No.  123." SFAS No. 148 amends  SFAS No. 123,  "Accounting  for Stock
Based Compensation" and provides alternative methods for accounting for a change
by  registrants  to  the  fair  value  method  of  accounting  for   stock-based
compensation.  Additionally,  SFAS No. 148 amends the disclosure requirements of
SFAS No. 123 to require disclosure in the significant accounting policy footnote
of both annual and interim financial  statements of the method of accounting for
stock   based-compensation  and  the  related  pro-forma  disclosures  when  the
intrinsic  value method  continues to be used.  The  statement is effective  for
fiscal years  beginning  after December 15, 2002, and  disclosures are effective
for the first fiscal quarter beginning after December 15, 2002.

           In   January   2003,   The  FASB   issued   Interpretation   No.  46,
"Consolidation of Variable Interest  Entities",  an interpretation of Accounting
Research  Bulletin  ("ARB")  No.  51,   "Consolidated   Financial   Statements".
Interpretation  No.  46  addresses  consolidation  by  business  enterprises  of
variable   interest   entities,   which  have  one  or  both  of  the  following
characteristics:  (i) the equity  investment at risk is not sufficient to permit
the entity to finance its activities  without  additional  subordinated  support
from other  parties,  which is provided  through other interest that will absorb
some or all of the expected losses of the entity; (ii) the equity investors lack
one  or  more  of  the  following  essential  characteristics  of a  controlling
financial  interest:  the direct or indirect ability to make decisions about the
entities  activities  through voting rights or similar rights; or the obligation
to absorb  the  expected  losses of the  entity if they  occur,  which  makes it
possible  for the entity to finance  its  activities;  the right to receive  the
expected residual returns of the entity if they occur, which is the compensation
for the risk of absorbing the expected losses.

           Interpretation  No.  46 also  requires  expanded  disclosures  by the
primary  beneficiary  (as  defined)  of a  variable  interest  entity  and by an
enterprise  that holds a significant  variable  interest in a variable  interest
entity  but is not  the  primary  beneficiary.  Interpretation  No.  46  applies
immediately to variable interest entities created after January 31, 2003, and to
variable interest entities in which an enterprise obtains an interest after that
date. It applies in the first fiscal year or interim period beginning after June
15, 2003, to variable  interest entities in which an enterprise holds a variable
interest that it acquired before February 1, 2003.  Interpretation No. 46 may be
applied  prospectively  with a  cumulative-effect  adjustment  as of the date on
which it is first applied or by restating previously issued financial statements
for one or more years with a cumulative-effect adjustment as of the beginning of
the first year restated.

           In June 2003,  the FASB issued an Exposure  Draft for  proposed  SFAS
entitled   "Qualifying  Special  Purpose  Entities  ("QSPE")  and  Isolation  of
transferred  Assets",  an amendment of SFAS No. 140 ("The Exposure Draft").  The
Exposure  Draft is a proposal  that is subject to change and as such, is not yet
authoritative. If the proposal is enacted in its current form, it will amend and
clarify SFAS 140. The Exposure  Draft would prohibit an entity from being a QSPE
if it enters into an agreement  that obliged a transferor  of financial  assets,
its  affiliates,  or its agents to deliver  additional  cash or other  assets to
fulfill the special-purposes entity's obligation to beneficial interest holders.


                                       26
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

           In May 2003, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standards ("SFAS") No. 150,  "Accounting For
Certain  Financial  Instruments  with  Characteristics  of both  Liabilities and
Equity".  SFAS No. 150 changes the accounting for certain financial  instruments
with  characteristics  of both  liabilities  and  equity  that,  under  previous
pronouncements, issuers could account for as equity. The new accounting guidance
contained in SFAS No. 150  requires  that those  instruments  be  classified  as
liabilities in the balance sheet.

           SFAS No. 150  affects  the  issuer's  accounting  for three  types of
freestanding financial instruments.  One type is a mandatorily redeemable share,
which the issuing company is obligated to buy back in exchange for cash or other
assets. A second type includes put options and forward purchase contracts, which
involves  instruments  that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets.  The third type of instruments that
are  liabilities  under this Statement is  obligations  that can be settled with
shares,  the monetary value of which is fixed, tied solely or predominantly to a
variable  such as a market  index,  or  varies  inversely  with the value of the
issuers' shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

           Most of the  provisions  of  Statement  150 are  consistent  with the
existing  definition of liabilities in FASB Concepts  Statement No. 6, "Elements
of  Financial  Statements".  The  remaining  provisions  of this  Statement  are
consistent  with the FASB's  proposal to revise  that  definition  to  encompass
certain  obligations  that a reporting  entity can or must settle by issuing its
own shares. This Statement shall be effective for financial  instruments entered
into or modified  after May 31, 2003 and  otherwise  shall be  effective  at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatorily redeemable financial instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2003.

           We do not  expect  the  adoption  of these  pronouncements  to have a
material impact on our consolidated financial position or results of operations.

RESULTS OF OPERATIONS

NINE MONTHS ENDED NOVEMBER 30, 2001 COMPARED TO NINE MONTHS ENDED NOVEMBER 30,
2000.

           Net revenue for the nine months  ended  November 30, 2001 was $50,849
compared to net revenue of $535,398 for the nine months ended November 30, 2000.
Sales for Team Sports  ended August 1, 2001.  The  decrease in revenue  resulted
primarily  from a reduction  in sales from Team Sports as sales ended  August 1,
2001 and Music Art as sales ended November 30, 2001.

           Cost of sales for the nine months ended  November 30, 2001  decreased
by $169,775  from the nine months ended  November 30,  2000.  This  decrease was
mainly  attributable  to the decrease in volume of sales for the X-Men products,
of  plate-signed  lithographs  from  Rolling  Stones  album  covers and tour art
products and sales related to the Team Sports products. This decrease was offset
by a charge to cost of sales of $160,000 for the write down of inventory  mostly
attributable  to the Austin Powers product line.  The Company is  re-negotiating
its license with New Line Cinema as it pertains to the Austin  Powers  property.
Due to the  uncertainty of this situation the Company  decided to write down the
inventory related to the Austin Powers


                                       27
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

product line. Cost of sales as a percentage of revenues  increased to 351% for
the nine months ended November 30, 2001 as compared to 65% for the same period
last year.  This increase was mainly  attributable  to the charge of $160,000 to
cost of sales related to the Austin Powers inventory.

           Selling,  general  and  administrative  expenses  for the nine months
ended  November 30, 2001  decreased to $2,045,084  from  $2,236,497 for the same
period the previous year. In anticipation of the Company's on going negotiations
with its licensors the Company took a $508,000  charge for the nine months ended
November 30, 2001.  For the nine months ended November 30, 2001 and November 30,
2000 the  services  obtained  through  the  issuance of stock  include  internal
accounting  and  financial  services,   internet  website  creation,   marketing
assistance,  insurance program review and general management consulting services
in the amount of $432,164 and $600,110 respectively. Staffing decreased to seven
full time employees and one-part time consultant for marketing and licensing for
the nine months ended  November 30, 2001 as compared to thirteen  full-time  and
two part time  employees for the same period of the previous year. As previously
mentioned,  the Company  incurs  charges to bring the  product to market.  These
charges relate to the costs of producing  samples as well as the related package
design costs that must be approved by the licensor prior to full production runs
of the  product.  For the nine  months  ended  November  30,  2001,  the Company
incurred  charges  relating to the costs of producing the samples as well as the
related  package design of $12,902 versus charges of $31,430 for the same period
the previous  year.  Also  included in the selling,  general and  administrative
expenses were those of the two acquisitions completed during 2001. The Music Art
and Team Sport acquisitions contributed $28,510 and $551,170,  respectively,  of
the selling,  general and  administrative  expenses during the nine months ended
November 30, 2001. As previously  mentioned,  all goodwill  related to Music Art
and Rooter Rattle, LP has been reclassified to discontinued operations.

           The Company incurred interest expense of $253,532 for the nine months
ended November 30, 2001 as compared to $386,796 for the same period the previous
year due to  increased  borrowings  and the  beneficial  conversion  calculation
related to the application of the EITF ("Emerging  Issues Task Force")  Bulletin
for  accounting  of  convertible  securities  and notes and loans  payable  with
beneficial conversion features.  The beneficial conversion  calculation added $0
and $248,000 of interest expense respectively for the nine months ended November
30, 2001 and 2000, respectively.

           As a result of the above,  the Company  had a net loss of  $2,949,699
for the  nine  months  ended  November  30,  2001 as  compared  to a net loss of
$2,627,307 for the same period last year.


                                       28
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

THREE MONTHS ENDED NOVEMBER 30, 2001 COMPARED TO THREE MONTHS ENDED NOVEMBER 30,
2000.

           Net revenue for the three months ended  November 30, 2001 was $39,032
compared to net revenue of $115,502.  The decrease in revenue resulted primarily
from a reduction  in sales from Team  Sports as sales  ended  August 1, 2001 and
Music Art as sales ended November 30, 2001.

           Cost of sales for the three months ended  November 30, 2001 increased
by $127,810  from the three months ended  November 30, 2000.  This  increase was
mainly  attributable  to  the  write  down  of  inventory  of $  160,000  mostly
attributable  to the Austin  Powers  line.  The  Company is  re-negotiating  its
license with New Line Cinema as it pertains to the Austin Powers  property.  Due
to the  uncertainty  of this  situation  the  Company  decided to write down the
inventory  related  to the  Austin  Powers  product  line.  Cost of  sales  as a
percentage of revenues increased to 434% for the three months ended November 30,
2001 as compared to 36% for the same period last year.  This increase was mainly
attributable  to the charge of $160,000  to cost of sales  related to the Austin
Powers inventory.

           Selling,  general and  administrative  expenses  for the three months
ended  November 30, 2001  increased  to  $1,140,899  from  $552,379 for the same
period the previous year. In anticipation of the Company's on going negotiations
with its licensors the Company took a $508,000 charge for the three months ended
November 30, 2001. For the three months ended November 30, 2001 and November 30,
2000 the  services  obtained  through  the  issuance of stock  include  internal
accounting  and  financial  services,   internet  website  creation,   marketing
assistance,  insurance program review and general management consulting services
in the amount of $234,200 and $123,203 respectively. Staffing decreased to seven
full time employees and one-part time consultant for marketing and licensing for
the three months ended  November 30, 2001 as compared to thirteen  full-time and
two part time  employees for the same period of the previous year. As previously
mentioned,  the Company  incurs  charges to bring the  product to market.  These
charges relate to the costs of producing  samples as well as the related package
design costs that must be approved by the licensor prior to full production runs
of the  product.  For the three months  ended  November  30,  2001,  the Company
incurred  charges  relating to the costs of producing the samples as well as the
related  package  design of $0 versus charges of $25,175 for the same period the
previous year. Also included in the selling, general and administrative expenses
were those of the two acquisitions completed during 2001. The Music Art and Team
Sport  acquisitions  contributed  $7,157 and $0,  respectively,  of the selling,
general and  administrative  expenses during the three months ended November 30,
2001.  Due to the  cessation  of  operations  of these two  acquisitions,  as of
November  30,  2001,  all  goodwill  related  to Music Art and Team  Sports  was
reclassified as discontinued operations.


           The Company incurred interest expense of $57,819 for the three months
ended  November 30, 2001 as compared to $69,928 for the same period the previous
year due to  increased  borrowings  and the  beneficial  conversion  calculation
related to the application of the EITF ("Emerging  Issues Task Force")  Bulletin
for  accounting  of  convertible  securities  and notes and loans  payable  with
beneficial conversion features.  The beneficial conversion  calculation added $0
and $59,000 of interest expense respectively for the three months ended November
30, 2001 and 2000, respectively.

           As a result of the above,  the Company  had a net loss of  $1,336,891
for the three  months  ended  November  30,  2001 as  compared  to a net loss of
$635,516 for the same period last year.


                                       29
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

LIQUIDITY AND CAPITAL RESOURCES

           Since  the  Company's  inception,   it  has  experienced  significant
operating  and net  losses  that it has been able to fund by  obtaining  private
capital.  The Company,  therefore,  cannot  predict if and when it will generate
income  from  operations  and if it will be able  to  raise  sufficient  capital
necessary to fund future operations. As of November 30, 2001, the Company had an
accumulated deficit of $16,265,591. 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.

           As of November 30, 2001, the Company had a working capital deficiency
of $4,171,934.  The working  capital deficit as of November 30, 2001 is a direct
result of the  unprofitable  operations  for the nine months ended  November 30,
2001 that resulted in cash used in operating activities of $723,666. The Company
had an ending cash balance of $641 at November 30, 2001.

           During the nine months ended November 30, 2001, the Company purchased
computer and telephone  equipment for $23,214.  The Company does not foresee any
significant capital expenditures needed in the next twelve months.

           The Company has financed its losses  through  private sales of equity
and debt  securities  and the  issuance of stock for  services.  During the nine
months ended  November  30, 2001,  the Company  received the  following  capital
infusions:  $212,528 from issuance of common stock and exercise of stock options
and $591,950 from other borrowings. Additionally, during this period the Company
received  notices  requesting  conversion  from the holders of demand  notes and
convertible  debentures of $83,500.  These  instruments  were  convertible  into
156,390 shares of common stock.  During the nine months ended November 30, 2001,
the Company made payments of $46,977.

           An event of  default  has  occurred  regarding  various  convertibles
secured  debenture  in that the Company did not have an  effective  registration
statement  within 150 days of the  debenture  sale. As a result of this default,
the Company is obligated to pay the debenture  holders the  principal  amount of
the  debentures  together with interest and certain other  amounts.  The Company
does not have the  capital  resources  to pay the  amounts  required  under this
agreement.  The secured convertible  debenture holders have informed the Company
that they do not intend to take any action at this time due to the default.  The
Company  does  not,  however,  have  any  legally  binding  commitment  from the
debenture holders to waive the default provision of the debenture. Subsequent to
November 30, 2001, the convertible  secured  debenture holders converted $65,285
of this debt into  71,812,500  shares of the  Company's  common stock and issued
another $550,000 in convertible secured debentures to the Company.

           Subsequent to November 30, 2001 the Company filed an S-8 registration
with the Securities and Exchange  Commission for 182,500,000  shares  (pre-split
basis).


                                       30
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS (CONTINUED)

           Subsequent  to November 30, 2001 the Company filed a schedule 14 with
the  Securities  and Exchange  Commission to increase it's  authorize  shares to
700,000,000 from 350,000,000.

           Subsequent  to November 30, 2001 the Company filed a schedule 14 with
the Securities and Exchange  Commission to affect a 1 to 70 reverse stock split.
The effective  dated for the split was July 8, 2002.  The Company  believes that
the  reverse  stock  split will make it easier for the  Company to raise  equity
capital in the future

           As of November  30,  2001,  the Company had  $896,081 in  outstanding
notes and loans  payable,  $96,800 in  convertible  subordinated  debentures and
$387,500 in outstanding convertible secured debentures. As of November 30, 2001,
the Company had $2,677,930 in accounts payable and accrued expenses, $642,128 in
accrued payroll and related taxes (These liabilities are for federal withholding
taxes and are related to  calendar  years  1999,  2000 and 2001.  The Company is
currently making payments on its current federal payroll tax obligations and has
agreed to a payment  plan for these prior  obligations,  and $356,250 in accrued
interest and royalties.  In anticipation of the Company's on going  negotiations
with its  licensors  the  Company  accrued  an  additional  $511,000  charge for
royalties.

           The Company has been able to operate  based on  deferring  vendor and
employee  payments,   deferring  interest  and  debt  repayments  and  obtaining
additional borrowings and proceeds from equity.  However,  there is no guarantee
that the Company will continue to be successful  with respect to these  actions.
Furthermore,  there can be no assurances that the Company will be able to obtain
the necessary  funding to finance their operations or grow revenue in sufficient
amounts to fund their operating expenses.


                                       31
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                           PART II - OTHER INFORMATION

ITEM 1     LEGAL PROCEEDINGS

From  time to time,  we may  become  involved  in  various  lawsuits  and  legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our business. we are currently
not aware of any such legal  proceedings  or claims  that we believe  will have,
individually  or in the  aggregate,  a material  adverse affect on our business,
financial condition or operating results.

ITEM 2     CHANGES IN SECURITIES AND USE OF PROCEEDS

           During the  Company's  fiscal  quarter  ended  November  30, 2001 the
Company issued 80,000 shares of common stock for proceeds of $ 56,000.

           Also  during the  quarter  the  company  issued  292,857  shares to 5
individuals.  The shares have an aggregate  fair market value of $ 205,000 based
on the market price on the dates of issuance.  The company  accounted  for these
based on a  discounted  value of $ 164,000  due to the shares  being  restricted
stock. A total of 287,142 shares were issued to offices of the Company.

           Also during the quarter the Company  converted $ 23,800 of notes into
51,857 shares of common stock. The shares have an aggregate fair market value of
$ 36,300.

           The Company relied upon the exemption provided in Section 4(2) of the
Securities Act of 1933 in connection  with  above-referenced  transactions.  The
Company relied on Section 4(2) with respect to these  transactions  as no public
solicitation  was  employed,  the  shares  bore  restrictive  legends,  and  the
acquirers of the shares had access to the  information  which would be contained
in the  Registration  Statement and had sufficient  sophistication  so as not to
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 question of and received answers from Company  management.  No commission or
other  remuneration  was paid or given in connection  with the offer and sale of
the securities.

ITEM 3      DEFAULTS UPON SENIOR SECURITIES

           The  Company is in default on the  following  convertible  debentures
that the  Company  has  issued,  $400,000  May 3,  2000,  $75,000  June 3, 2002,
$145,000  November 26, 2002,  $25,000  December 15, 2002,  $25,000  December 31,
2002,  $30,000  January 17, 2003 and $ 25,000  February 20, 2003. As a result of
this  default,  the Company is  obligated  to pay  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 by all of the
Company's assets.

ITEM 4     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.


                                       32
<PAGE>

ITEM 5     OTHER INFORMATION

           Subsequent to November 30, 2001, On August 1, 2002,  Jeffrey Andrews,
the Company's Chief Financial Officer, and a director,  resigned as an employee,
officer and director to pursue other interests.

ITEM 6     EXHIBITS AND REPORTS ON FORM 8-K

           (a) EXHIBITS.

                31.1 - Certification of Chief Executive Officer pursuant to Rule
                13a-14 and Rule 15d-14(a),  promulgated under the Securities and
                Exchange Act of 1934, as amended

                31.2 - Certification of Chief Financial Officer pursuant to Rule
                13a-14 and Rule 15d 14(a),  promulgated under the Securities and
                Exchange Act of 1934, as amended

                32.1 -  Certification  pursuant to 18 U.S.C.  Section  1350,  as
                adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                2002 (Chief Executive Officer)

                32.2 -  Certification  pursuant to 18 U.S.C.  Section  1350,  as
                adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                2002 (Chief Financial Officer)

           (b) REPORTS ON FORM 8-K.

                     None.


                                       33
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES

                                   SIGNATURES


In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                                COLLECTIBLE CONCEPTS GROUP, INC.

Date:  July 20, 2004                              By: /s/ PAUL S. LIPSCHUTZ
                                                     ----------------------
                                                  Paul S. Lipschutz
                                                  Chief Executive Officer

Date:  July 20, 2004                              By: /s/ PAUL S. LIPSCHUTZ
                                                     ----------------------
                                                  Paul S. Lipschutz
                                                  Principal Financial Officer




                                       34