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 MAY 31, 2002

        [ ] 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
 incorporation or organization)                              Identification No.)

                              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

<TABLE>
<CAPTION>
PART I    FINANCIAL INFORMATION

<S>                       <C>                                                                                          <C>
          ITEM 1          Condensed Consolidated Balance Sheet As Of May 31, 2002 (Unaudited)
                                                                                                                         3

                          Condensed Consolidated  Statements Of Operations For The Three Months Ended May 31, 2002
                          And 2001 (Unaudited)                                                                           4

                          Condensed  Consolidated  Statement Of Changes In Shareholders'  Deficiency For The Three
                          Months Ended May 31, 2002 (Unaudited)                                                          5

                          Condensed Consolidated  Statements Of Cash Flows For The Three Months Ended May 31, 2002
                          And 2001 (Unaudited)                                                                           6

                          Notes To Condensed Consolidated Financial Statements As Of November 30, 2002 (Unaudited)
                                                                                                                       7 - 16

          ITEM 2          Management's Discussion and Analysis of Financial Condition and Results of Operations
                                                                                                                       17-24

PART II   OTHER INFORMATION

          ITEM 1          Legal proceedings                                                                              25
          ITEM 2          Changes in securities and use of proceeds                                                      25
          ITEM 3          Defaults upon senior securities                                                                25
          ITEM 4          Submission of matters to a vote of security holders                                            25
          ITEM 5          Other information                                                                              25
          ITEM 6          Exhibits and Reports on 8-K                                                                    26

          SIGNATURES                                                                                                     27
</TABLE>


<PAGE>


                         PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


                                     ASSETS
                                     ------

CURRENT ASSETS
Cash                                                              $        139
Accounts receivable, net                                                30,980
Inventories                                                             10,565
                                                                  ------------
Total Current Assets                                                    41,684

Property and equipment, net                                             55,710
Other assets                                                             4,500
                                                                  ------------
TOTAL ASSETS                                                      $    101,894
                                                                  ============

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY
                    ----------------------------------------

CURRENT LIABILITIES
Convertible secured debentures, net                               $    387,500
Notes and loans payable, current portion                               776,989
Loans payable - related parties                                         84,827
Convertible subordinated debentures                                     96,800
Accounts payable                                                     1,287,279
Accrued expenses                                                     1,174,371
Accrued royalties                                                      356,250
                                                                  ------------
Total Current Liabilities                                            4,164,016
                                                                  ------------

Notes and loans payable, long-term portion                              15,000
                                                                  ------------

TOTAL LIABILITIES                                                    4,179,016
                                                                  ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
Common stock, $.001 par value, 700,000,000 shares authorized,
9,706,899 shares issued and outstanding                                  9,706
Common stock, to be issued (86,724 shares)                                 310
Additional paid-in capital                                          13,336,695
Deferred equity-based expense                                          (75,000)
Accumulated deficit                                                (17,348,833)
                                                                  ------------
Total Shareholders' Deficiency                                      (4,077,122)
                                                                  ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                    $    101,894
                                                                  ============


     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 MAY 31, 2002 AND 2001
                                   (UNAUDITED)
                                   -----------


                                                         2002          2001
                                                         ----          ----

SALES                                               $     40,233   $      6,466

COST OF SALES                                             61,684          3,284
                                                    ------------   ------------

GROSS (LOSS) PROFIT                                      (21,451)         3,182

OPERATING EXPENSES

Selling, general and administrative                      224,020        474,048
                                                    ------------   ------------

LOSS FROM OPERATIONS                                    (245,471)      (470,866)
                                                    ------------   ------------

OTHER (EXPENSE) INCOME

Interest expense                                         (20,297)      (126,033)
Forgiveness of Debt                                       70,778             --
                                                    ------------   ------------
Total Other Income (Expense)                              50,481       (126,033)
                                                    ------------   ------------

LOSS BEFORE TAX PROVISION                               (194,990)      (596,899)
INCOME TAX PROVISION                                          --             --
                                                    ------------   ------------

LOSS FROM CONTINUING OPERATIONS                         (194,990)      (596,899)
LOSS FROM DISCONTINUED OPERATIONS                             --       (468,668)
                                                    ------------   ------------

NET LOSS                                            $   (194,990)  $ (1,065,567)
                                                    ============   ============

BASIC AND DILUTED LOSS PER SHARE
  Loss per share from continuing operations         $      (0.02)  $      (0.15)
  Loss per share from discontinued operations                 --   $      (0.12)
                                                    ------------   ------------

BASIC AND DILUTED LOSS PER SHARE                    $      (0.02)  $      (0.27)
                                                    ============   ============

WEIGHTED AVERAGE SHARES USED IN NET LOSS
CALCULATIONS - BASIC AND DILUTED                       8,348,514      3,889,866
                                                    ============   ============


     See accompanying notes to condensed consolidated financial statements.

                                        4
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' DEFICIENCY
                     FOR THE THREE MONTHS ENDED MAY 31, 2002
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>
                                                                               Common Stock          Additional      Deferred
                                                      Common Stock             To be issued           Paid-In      Equity-based
                                                  Shares         Amount      Shares     Amount        Capital        Expense
                                              ---------------------------------------------------------------------------------
<S>                                              <C>         <C>             <C>       <C>          <C>             <C>
Balance, February 28, 2002                       7,392,614   $   7,392       49,624    $      50    $ 13,183,269    $     --

Common stock issued for services rendered        2,314,285       2,314           --           --          78,686          --

Common stock to be issued per anti-dilution
  provision                                             --          --       37,100          260            (260)         --

Beneficial conversion on convertible debentures         --          --           --           --          75,000     (75,000)

Net loss, 2002                                          --          --           --           --              --          --
                                                 ---------   ---------       ------    ---------    ------------    --------

BALANCE MAY 31, 2002                             9,706,899   $   9,706       86,724    $     310    $ 13,336,695    $(75,000)
                                                 =========   =========       ======    =========    ============    ========

<CAPTION>
                                                               Accumulated
                                                                 Deficit          Total
                                                             ------------------------------
<S>                                                            <C>             <C>
Balance, February 28, 2002                                     $(17,153,843)   $(3,963,132)

Common stock issued for services rendered                                --         81,000

Common stock to be issued per anti-dilution provision                    --             --

Beneficial conversion on convertible debentures                          --             --

Net loss, 2002                                                     (194,990)      (194,990)
                                                               ------------    -----------

BALANCE MAY 31, 2002                                           $(17,348,833)   $(4,077,122)
                                                               ============    ===========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                        5

<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE THREE MONTHS ENDED MAY 31, 2002 AND 2001
                                   (UNAUDITED)
                                   -----------

<TABLE>
<CAPTION>
                                                                                 2002           2001
                                                                                 ----           ----
<S>                                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                    $   (194,990)  $ (1,065,567)
Loss from discontinued operations                                                     --        468,668)
                                                                            ------------   ------------
Loss from continuing operations                                                 (194,990)      (596,899)

Adjustments to reconcile net loss to net cash provided
  by (used in) operating activities:
  Depreciation                                                                     5,931          5,424
  Amortization of debt discount and interest                                          --         47,201
  Amortization of deferred debt expense                                               --          8,670
  Amortization of deferred compensation                                               --          4,200
  Provision for doubtful accounts                                                     --            906
  Common stock issued for services rendered                                       81,000        137,192
  Forgiveness of debt                                                             70,000             --
Changes in operating assets and liabilities,
  net of discontinued operations:
Accounts receivable                                                               10,840        (21,073)
Inventories                                                                           --         (1,249)
Prepaid royalties                                                                     --        (17,500)
Prepaid expenses and other                                                            --           (300)
Accounts payable and accrued expenses                                             28,248        171,297
Accrued royalties                                                                     --         (3,749)
                                                                            ------------   ------------

Net Cash Provided By (Used In) Continuing Operations                               1,029       (265,880)
Net Cash Used In Discontinued Operations                                              --         (4,579)
                                                                            ------------   ------------
Net Cash Provided By (Used In) Operating Activities                                1,029       (270,459)
                                                                            ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment                                                    --        (23,214)
                                                                            ------------   ------------
Net Cash Used In Investing Activities                                                 --        (23,214)
                                                                            ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings, net of financing fees of $0 and $52,000,
respectively                                                                          --        206,950
Proceeds from issuance of common stock and exercise
of stock options, net                                                                 --        106,500
Repayment of notes and loans payable                                              (5,109)       (19,861)
Proceeds from notes and loans payable                                              6,500             --
Repayment of loans payable - related parties                                      (2,420)            --
                                                                            ------------   ------------
Net Cash Provided by (Used In) Financing Activities                               (1,029)       293,589
                                                                            ------------   ------------

NET DECREASE IN CASH                                                                  --            (84)

CASH - BEGINNING OF PERIOD                                                           139            222
                                                                            ------------   ------------

CASH - END OF PERIOD                                                        $        139   $        138
                                                                            ============   ============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                       6
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (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 three months ended May 31,
       2002 are not necessarily indicative of the results that may be expected
       for the year ended February 28, 2003. 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,
       2002.

       (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 discontinued operations of the Company's two wholly owned
       subsidiaries, Team Sports Specialties Corporation and Music Art
       Corporation, during the fiscal year ended February 28, 2002.

       (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.


                                       7
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (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-dilative due to net losses incurred
       in all periods.

       (F) STOCK-BASED COMPENSATION

       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
       compensation has been recognized for the three months ended May 31, 2002.
       Compensation cost that would have been recognized in accordance with the
       basis of fair value pursuant to SFAS No. 123, if the Company had so
       elected, would have been $0 for the year ended February 28, 2002, and
       would not have affected pro-forma net loss per share. There has been no
       stock option activity since February 28, 2002.

       (G) 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


                                       8
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


       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.

       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


                                       9
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


       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
       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


                                       10
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


       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.

       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 mandatory 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 involve 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 mandatory redeemable financial
       instruments of a non-public entity, as to which the effective date is for
       fiscal periods beginning after December 15, 2003.


                                       11
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


       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 in conformity with
       generally accepted accounting principles, which contemplates the
       continuation of the Company as a going concern. Since inception, the
       Company has not generated sufficient revenues to meet its operating
       expenses and has incurred significant operating losses and net losses. As
       of May 31, 2002, the Company had a working capital deficiency of
       $4,122,332 and shareholders' deficiency of $4,077,122 and for the three
       months ended May 31, 2002, the Company had a net loss from operations of
       $194,990. 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 DISCONTINUED OPERATIONS

       The Company discontinued the operations of Music Art and Team Sports
       during the year ended February 28, 2002. 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
       receivable, inventory, fixed assets and goodwill. The liabilities were
       comprised of accounts payable and accrued expenses. A loss of $0 and
       $468,668 was incurred from the discontinued operations of these
       subsidiaries for the three months ended May 31, 2002 and 2001,
       respectively.

NOTE 4 CONVERTIBLE SECURED DEBENTURES

       On May 28, 2002, the Company issued a $75,000 convertible secured
       debenture to a group of investors with a conversion price of 50% of the
       average of the lowest three intraday trading prices during the twenty
       days immediately preceding conversion. This results in a beneficial
       conversion feature of $75,000, which is being amortized over the term of
       the loan. The debentures bear interest of 12% simple interest per annum
       and matured on July 28, 2002. The debentures are convertible into shares
       of the Company's common stock at any time at the holder's option equal to
       the quotient of (a) the aggregate amount of the principle and accrued
       interest and unpaid interest to be so converted by (b) the conversion
       price. As of May 31, 2002, the Company has recognized interest expense of
       $0 and had deferred $75,000.


                                       12
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


       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
       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 February 28, 2002, the debt discount had been
       fully amortized with the Company recognizing interest of $46,667 during
       the year ended February 28, 2002. 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 May 31, 2002, 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 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.

       The Company has a loan payable of approximately $84,827, which is
       included in loans payable - related parties in the accompanying
       consolidated balance sheet, due to the Company's president and related
       parties as of May 31, 2002. During the three months ended May 31, 2002,
       the Company recorded interest expense of approximately $1,442 relating to
       loans from its president and related parties and approximately $77,975 in
       accrued interest was payable relating to these loans as of May 31, 2002
       which is recorded in accrued interest in the accompanying consolidated
       balance sheet. (See Note 9).


                                       13
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


NOTE 6 CONVERTIBLE SUBORDINATED DEBENTURES

       The Company has outstanding $96,800 of convertible subordinated
       debentures as of May 31, 2002. The debentures bear interest at rates
       ranging from 10% to 12% per annum and matured at various times through
       August 2001. The debentures are in default and remain unpaid in total as
       of the date of this report. Each $1,000 unit is 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.

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.

       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 has
       not issued the respective shares of 86,724 as of May 31, 2002, to the
       third party. These shares are recorded as common stock to be issued with
       a corresponding decrease to additional paid in capital, for all periods
       presented.

       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 $81,000
       and $137,192 for the three months ended May 31, 2002 and 2001,
       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. The number of shares of common stock
       issued for services performed in was 2,314,285 and 8,685,232,
       respectively.

NOTE 8 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.


                                       14
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


       (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 May 31, 2002 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.

       (C) OTHER CONTINGENCIES

       The Company is non-compliant with respect to payment of employee and
       employer payroll-related taxes. The liability is approximately $253,000
       as of May 31, 2002, which includes penalties and interest and is included
       in current liabilities on the consolidated balance sheet.

NOTE 9 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 May 31, 2002, the amount of salary deferred was
       approximately $269,536.

       The Company has a loan payable of approximately $84,827, which is
       included in loans payable - related parties in the accompanying
       consolidated balance sheet, due to the Company's president and related
       parties as of May 31, 2002. During the three months ended May 31, 2002,
       the Company recorded interest expense of approximately $1,442 relating to
       loans from its president and related parties and approximately $77,975 in
       accrued interest was payable relating to these loans as of May 31, 2002
       which is recorded in accrued interest in the accompanying consolidated
       balance sheet.


                                       15
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               AS OF MAY 31, 2002
                                   (UNAUDITED)
                                   -----------


NOTE 10 NON-CASH INVESTING AND FINANCING ACTIVITIES IN THE STATEMENTS OF CASH
FLOWS

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

       During the three months ended May 31, 2001, the Company converted $46,000
       of notes and loans payable and related accrued interest into 60,914
       shares of common stock.


       The Company converted approximately $13,450 of accrued interest into
       13,214 shares of common stock.

       Cash payments for interest expense were immaterial for the three months
       ended May 31, 2002 and 2001.



                                       16
<PAGE>


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 2002 Consolidated Financial Statements and related notes
included in the Company's Form 10-KSB for the year ended February 28, 2002.

       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.

       During the fiscal year ended February 28, 2002, the Company
discontinued operations of its two wholly owned subsidiaries, Team Sports
Specialties Corporation and Music Art Corporation.

       During the three months ended May 31, 2002, the Company started
MovieFanMall.com, its direct-to-consumer retail website. MovieFanMall targets
millions of movie fans worldwide. The site offers collectible items from such
blockbuster movies as Spiderman, Lord of the Rings and Austin Powers. In
addition to its proprietary products, The Company plans to add products from
other licensed manufacturers, many of who have little or no Internet presence.
The Company will also sell space in its virtual mall to manufacturers, producing
additional revenue opportunities. MovieFanMall.com marks the Company's first
entrance into the high-margin, online retail sector. Through the creative use of
search engines and innovative e-mail advertising


                                       17
<PAGE>


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

programs, MovieFanMall.com will address mass markets on a worldwide scale at a
fraction of the cost of traditional retail outlets. The site is designed to
build distinct, new revenue streams and achieve margins of 60-70%, contributing
to the Company's growth objectives.

       Expansion plans for the site include providing online movie reviews and
news regarding the release dates of DVDs and videos, and enabling searches for
movie show times and theaters. Subsequent to May 31, 2002, after failing to meet
the Company's expectations in the first six months, both in terms of sales and
costs, the website was retired.

       During the three months ended May 31, 2002, the Company maintained a
licensing agreement to distribute "Tattle Tail" at a royalty rate of 7% of
sales. A minimum royalty amount of $84,000 is payable by November 30, 2003 which
is the expiration date of the license. Additionally, the Company's licensing
agreement with Twentieth Century Fox to produce a wide variety of collectibles
for the July 2001 release of its feature film Planet Of The Apes, remained in
effect. 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 three months ended May 31, 2002, the Company, the Company
entered into an outsourcing agreement with Maxim Logistics, a full service
fulfillment center located in Reading, Pennsylvania. Under the agreement, Maxim
will provide billing, product fulfillment, and warehouse services. Subsequent to
May 31, 2002, the Company and Maxim have executed an agreement for Maxim to
produce satin scrolls utilizing Maxim's newly implemented large-format digital
printing capabilities which are ideally suited for production of the Company's
scroll product line. Maxim's new technology now allows the production of samples
in a wide variety and in short lead times giving the Company's selling agents
the opportunity to present new products to prospects in a more timely and cost
effective manner than had been possible previously. The Maxim process produces a
high quality image that meets or surpasses what the Company has historically
been able to obtain.

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.


                                       18
<PAGE>


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

       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.

       Goodwill and other 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.

       Our impairment review is based on comparing the fair value to the
carrying value of the assets with goodwill. The fair value of the asset is
measured at the business unit level using a discounted cash flow approach that
incorporates our estimates of future revenue and costs for those assets.

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


                                       19
<PAGE>


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

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.

       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.


                                       20
<PAGE>

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

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
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.


                                       21
<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 mandatory 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
involve 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 mandatory
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

THREE MONTHS ENDED MAY 31, 2002 COMPARED TO THREE MONTHS ENDED MAY 31, 2001.

       Net revenue for the three months ended May 31, 2002 was $40,233 compared
to $6,466 for the three months ended May 31, 2001. The increase is due to the
sales of items tied to the release of the Lord of the Rings and X-Men movies.

       Cost of sales for the three months ended May 31, 2002 increased by
$58,400 from the three months ended May 31, 2001. Cost of sales as a percentage
of revenues increased to 153.3% for the three months ended May 31, 2002 as
compared to 50.7% for the same period last year. This increase was mainly
attributable to the cost of producing samples for new products as the Company
was pursuing new licensing opportunities.

       The Company discontinued the operations of Music Art and Team Sports
during the year ended February 28, 2002. 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 receivable, inventory, fixed
assets and goodwill. The liabilities were comprised of accounts payable and
accrued expenses. A loss of $0 and $468,668 was incurred from the discontinued
operations of these subsidiaries for the three months ended May 31, 2002 and
2001, respectively.


                                       22
<PAGE>


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

       Selling, general and administrative expenses for the three months ended
May 31, 2002 decreased to $224,020 from $474,048 for the same period the
previous year. Company took a $70,778 credit for the three months ended May 31,
2002 for forgiveness of debt. For the three months ended May 31, 2002 and May
31, 2001 the services obtained through the issuance of stock include internal
accounting and financial services, internet website creation, marketing
assistance, insurance program review and general management consulting services
in the amount of approximately $81,000 and $137,192 respectively. Staffing
decreased to five full time employees and one-part time consultants for
marketing and licensing for the three months ended May 31, 2002 as compared to
seven full-time and one 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 May 31, 2002, the
Company incurred charges relating to the costs of producing the samples as well
as the related package design of approximately $1,642 versus charges of
approximately $4,900 for the same period the previous year. 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 approximately $20,297 for the
three months ended May 31, 2002 as compared to approximately $126,033 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.

       As a result of the above, the Company had a net loss of $194,990 for the
three months ended May 31, 2002 as compared to a net loss of $1,065,567 for the
same period last year.

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 May 31, 2002, the Company had an accumulated deficit of
$17,348,833. 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 May 31, 2002, the Company had a working capital deficiency of
$4,122,322. The working capital deficit as of May 31, 2002 is a direct result of
the unprofitable operations for the three months ended May 31, 2002 that
resulted in cash provided by operating activities of approximately $1,029. The
Company had an ending cash balance of $139 at May 31, 2002.


                                       23
<PAGE>

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

       The Company has financed its losses through private sales of equity and
debt securities and the issuance of stock for services. During the three months
ended May 31, 2002, the Company received the following capital infusions:
approximately $6,500 from other borrowings. During the three months ended May
31, 2002, the Company made payments of approximately $7,500.

       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 May 31, 2002, the
convertible secured debenture holders converted $62,835 of this debt into
71,776,810 shares of the Company's common stock and issued another $550,000 in
convertible secured debentures to the Company.

       May 7, 2002 the Company filed an S-8 registration with the Securities and
Exchange Commission for 182,500,000 shares (pre-split basis).

       May 7, 2002 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 May 31, 2002, the Company had $861,816 in outstanding notes and
loans payable, $96,800 in convertible subordinated debentures and $387,500 in
outstanding convertible secured debentures. As of May 31, 2002, the Company had
$1,287,279 in accounts payable, $1,174,371 in accrued expense, 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 with the Internal Revenue Service for these prior obligations,) and
$356,250 in accrued 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.


                                       24
<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 quarter, the Company issued 2,314,285 shares to 2 individuals.
The shares have an aggregate fair market value of $ 81,000 based on the market
price on the dates of issuance. A total of 2,314,285 shares were issued to
officers of the Company.

       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.

ITEM 5     OTHER INFORMATION

       Subsequent to May 31, 2002, 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 interest.


                                       25
<PAGE>


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.


                                       26
<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 21, 2004                    By: /s/ PAUL S. LIPSCHUTZ
                                           ------------------------------------
                                        Paul S. Lipschutz
                                        Chief Executive Officer

Date:  July 21, 2004                    By: /s/ PAUL S. LIPSCHUTZ
                                           ------------------------------------
                                        Paul S. Lipschutz
                                        Principal Financial Officer



                                       27