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, 2005

[_]   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]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

State the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date: 699,695,037 shares issued and
outstanding as of January 23, 2006.


<PAGE>

                        COLLECTIBLE CONCEPTS GROUP, INC.

                                      INDEX

<TABLE>
<CAPTION>

PART I    FINANCIAL STATEMENTS
<S>       <C>                                                                                         <C>
          ITEM 1       Condensed Consolidated Balance Sheet As Of November 30, 2005 (Unaudited)         3


                       Condensed Consolidated  Statements Of Operations For The Three Months Ended
                       November 30, 2005 and 2004 (Unaudited)                                           4

                       Condensed  Consolidated  Statements Of Operations For The Nine Months ended
                       November 30, 2005 and 2004 (Unaudited)                                           5

                       Condensed  Consolidated  Statement Of Changes In  Shareholders'  Deficiency
                       For The Nine months ended November 30, 2005 (Unaudited)                          6

                       Condensed  Consolidated  Statements Of Cash Flows For The Nine months ended
                       November 30, 2005 and 2004 (Unaudited)                                           7

                       Notes To Condensed  Consolidated  Financial  Statements  As Of November 30,
                       2005 (Unaudited)                                                               8 - 24

          ITEM 2       Management's Discussion and Analysis of Financial Condition and Results of
                       Operations                                                                    25 - 31

          ITEM 3       Controls and Procedures                                                          32

PART II   OTHER INFORMATION

          ITEM 1       Legal proceedings                                                                33
          ITEM 2       Unregistered sales of equity securities and use of proceeds                      33
          ITEM 3       Defaults upon senior securities                                                  33
          ITEM 4       Submission of matters to a vote of security holders                              33
          ITEM 5       Other information                                                                33
          ITEM 6       Exhibits                                                                      34 - 35

          SIGNATURES                                                                                    36
</TABLE>

                                       2

<PAGE>


                   COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED BALANCE SHEET
                                AS OF NOVEMBER 30, 2005
                                      (UNAUDITED)

<TABLE>
<CAPTION>

                                     ASSETS
<S>                                                                            <C>
CURRENT ASSETS
Cash                                                                           $    156,317
Accounts receivable, net of allowance
  for doubtful accounts of $37,506                                                  236,742
Prepaid royalties                                                                   104,673
Prepaid Freight                                                                       4,833
Inventory                                                                            93,267
Deposit on inventory                                                                  6,673
                                                                               ------------
Total Current Assets                                                                602,505
                                                                               ------------

PROPERTY AND EQUIPMENT, NET                                                           1,976
                                                                               ------------

OTHER ASSETS
Trademarks                                                                            1,300
Security deposits                                                                     3,200
                                                                               ------------
Total Other Assets                                                                    4,500
                                                                               ------------

TOTAL ASSETS                                                                   $    608,981
                                                                               ============

                    LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable                                                               $  1,450,375
Accrued expenses                                                                  1,434,524
Accrued expenses - related parties                                                  774,512
Convertible secured debentures, net of discount                                   1,881,047
Notes and loans payable                                                             494,304
Loans payable - related parties                                                       1,678
Convertible subordinated debentures                                                 127,300
                                                                               ------------
Total Current Liabilities                                                         6,163,740
                                                                               ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
Common stock, $0.001 par value, 700,000,000 shares
  authorized, 699,695,037 shares issued and outstanding                             699,694
Common stock to be issued (274,162,036 shares)                                      144,802
Additional paid-in capital                                                       17,406,570
Common stock subscribed (27,000,000 shares)                                          15,000
Subscription receivable                                                             (15,000)
Deferred equity based expense                                                      (286,250)
Accumulated deficit                                                             (23,519,575)
                                                                               ------------
Total Shareholders' Deficiency                                                   (5,554,759)
                                                                               ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                 $    608,981
                                                                               ============
</TABLE>

      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, 2005 & 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     2005               2004
                                                 -------------      -------------
<S>                                              <C>                <C>
NET SALES                                        $     138,003      $      65,444

COST OF SALES                                           80,217             34,653
                                                 -------------      -------------

GROSS PROFIT                                            57,786             30,791

OPERATING EXPENSES
Selling, general and administrative                    348,878            473,029
                                                 -------------      -------------

LOSS FROM OPERATIONS                                  (291,092)          (442,238)
                                                 -------------      -------------

OTHER INCOME (EXPENSE)
Consulting income                                           --             34,677
Forgiveness of debt                                      8,959                 --
Interest expense                                      (312,510)          (229,265)
                                                 -------------      -------------
Total other income (expense)                          (303,551)          (194,588)
                                                 -------------      -------------

LOSS BEFORE TAX PROVISION                             (594,643)          (636,826)
INCOME TAX PROVISION                                        --                 --
                                                 -------------      -------------

NET LOSS                                         $    (594,643)     $    (636,826)
                                                 =============      =============


BASIC AND DILUTED LOSS PER SHARE                 $          --      $          --
                                                 =============      =============

WEIGHTED AVERAGE SHARES USED IN LOSS
  PER SHARE CALCULATIONS - BASIC AND DILUTED       699,695,037        574,742,399
                                                 =============      =============
</TABLE>

      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, 2005 & 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      2005               2004
                                                 -------------      -------------
<S>                                              <C>                <C>
NET SALES                                        $     482,404      $     385,380

COST OF SALES                                          380,357            366,949
                                                 -------------      -------------

GROSS PROFIT                                           102,047             18,431

OPERATING EXPENSES
Selling, general and administrative                  1,002,949            967,805
                                                 -------------      -------------

LOSS FROM OPERATIONS                                  (900,902)          (949,374)
                                                 -------------      -------------

OTHER INCOME (EXPENSE)
Consulting income                                           --             38,124
Forgiveness of debt                                     15,959            129,111
Interest expense                                      (775,863)          (548,851)
                                                 -------------      -------------
Total other income (expense)                          (759,904)          (381,616)
                                                 -------------      -------------

LOSS BEFORE TAX PROVISION                           (1,660,806)        (1,330,990)
INCOME TAX PROVISION                                        --                 --
                                                 -------------      -------------

NET LOSS                                         $  (1,660,806)     $  (1,330,990)
                                                 =============      =============


BASIC AND DILUTED LOSS PER SHARE                 $          --      $          --
                                                 =============      =============

WEIGHTED AVERAGE SHARES USED IN LOSS
  PER SHARE CALCULATIONS - BASIC AND DILUTED       699,695,037        503,405,259
                                                 =============      =============
</TABLE>

      See accompanying notes to condensed consolidated financial statements

                                       5

<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY
                   FOR THE NINE MONTHS ENDED NOVEMBER 30, 2005
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                 Common Stock               Additional
                                            Common Stock                         To be issued                Paid-In
                                        Shares           Amount             Shares           Amount          Capital
                                     ------------      ------------      ------------     ------------     ------------
<S>                                   <C>              <C>                  <C>           <C>              <C>
Balance
  February 28, 2005                   699,695,037      $    699,694         7,162,036     $     24,802     $ 15,873,654
Acquisition of
  treasury stock
  from CEO                            (15,000,000)          (15,000)               --               --          (15,000)
Common stock issued
  for financing services               15,000,000            15,000                --               --           15,000
Beneficial conversion
  on convertible debentures                    --                --                --               --        1,474,599
Common stock subscribed
  to (135,000,000 shares)                      --                --                --               --               --
Cash received for
  stock subscription                           --                --       108,000,000           60,000               --
Shares owed under
  penalty of failure
  to issue shares sold
  for cash                                     --                --       109,000,000               --               --
Common stock to be
  issued for consulting
  services                                     --                --        50,000,000           60,000               --
Amortization of deferred
  equity based expense                         --                --                --               --               --
Issuance of options
  for services rendered                        --                --                --               --            6,988
Cash received for warrants
  issued attached to
  convertible secured debentures               --                --                --               --           51,329
Net loss, quarter
  ended November 30, 2005                      --                --                --               --               --
                                     ------------      ------------      ------------     ------------     ------------

BALANCE
  NOVEMBER 30, 2005                   699,695,037      $    699,694       274,162,036     $    144,802     $ 17,406,570
                                     ============      ============      ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                          Common                             Deferred
                                          Stock          Subscription      Equity-Based      Accumulated
                                        Subscribed        Receivable          Expense          Deficit             Total
                                       ------------      ------------      ------------      ------------      ------------
<S>                                    <C>               <C>               <C>               <C>               <C>
Balance
  February 28, 2005                    $         --      $         --      $   (531,250)     $(21,858,769)     $ (5,791,869)
Acquisition of
  treasury stock
  from CEO                                       --                --                --                --           (30,000)
Common stock issued
  for financing services                         --                --                --                --            30,000
Beneficial conversion
  on convertible debentures                      --                --                --                --         1,474,599
Common stock subscribed
  to (135,000,000 shares)                    75,000           (75,000)               --                --                --
Cash received for
  stock subscription                        (60,000)           60,000                --                --            60,000
Shares owed under
  penalty of failure
  to issue shares sold
  for cash                                       --                --                --                --                --
Common stock to be
  issued for consulting
  services                                       --                --           (55,000)               --             5,000
Amortization of deferred
  equity based expense                           --                --           300,000                --           300,000
Issuance of options
  for services rendered                          --                --                --                --             6,988
Cash received for warrants
  issued attached to
  convertible secured debentures                 --                --                --                --            51,329
Net loss, quarter
  ended November 30, 2005                        --                --                --        (1,660,806)       (1,660,806)
                                       ------------      ------------      ------------      ------------      ------------

BALANCE
  NOVEMBER 30, 2005                    $     15,000      $    (15,000)     $   (286,250)     $(23,519,575)     $ (5,554,759)
                                       ============      ============      ============      ============      ============
</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, 2005 & 2004
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                     2005             2004
                                                  -----------      -----------
<S>                                               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                          $(1,660,806)     $(1,330,990)
Adjustments to reconcile net loss to
  net cash used in operating activities:
Depreciation                                            4,069           11,392
Warrants issued                                            --           11,707
Stock & options issued for services rendered           41,987          202,959
Amortization of deferred equity based expense         300,000          356,250
Forgiveness of debt                                   (15,959)        (129,114)
Non-cash interest expense                             319,413           41,250
Changes in operating assets and liabilities:
Accounts receivable                                   (19,949)         (47,414)
Loan Receivable                                         1,245               --
Inventory                                             (93,267)              --
Inventory deposits                                     (6,673)              --
Prepaid expenses                                     (109,506)              --
Advance                                                    --           (4,245)
Accounts payable and accrued expenses                 151,507          142,150
                                                  -----------      -----------
Net Cash Used in Operating Activities              (1,087,939)        (746,055)
                                                  -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:                      --               --
                                                  -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subscribed                  60,000               --
Proceeds from issuance of
  convertible secured debentures                    1,223,332          735,000
Repayment of notes and loans payable                  (22,497)         (85,006)
Proceeds from notes and loans payable                  15,000          165,000
Repayment of notes payable - related parties          (32,619)        (111,669)
Proceeds from notes payable - related parties              --           43,108
                                                  -----------      -----------
Net Cash Provided by Financing Activities           1,243,216          746,433
                                                  -----------      -----------

NET INCREASE IN CASH                                  155,277              378

CASH - BEGINNING OF PERIOD                              1,040               93
                                                  -----------      -----------

CASH - END OF PERIOD                              $   156,317      $       471
                                                  ===========      ===========
</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, 2005
                                   (UNAUDITED)

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (A)   BASIS OF PRESENTATION
      ---------------------------

      These condensed consolidated 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 and nine months ended November
      30, 2005 are not necessarily indicative of the results that may be
      expected for the year ending February 28, 2006. The accompanying condensed
      consolidated financial statements and the information included under the
      heading "Management's Discussion and Analysis" 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, 2005.

      (B)   PRINCIPLES OF CONSOLIDATION
      ---------------------------------

      The condensed consolidated financial statements include the accounts of
      Collectible Concepts Group, Inc. and its two wholly owned subsidiaries,
      Team Sports Specialties Corporation and Music Art Corporation
      (collectively, the "Company"). All significant intercompany accounts and
      transactions have been eliminated in consolidation.

      (C)   USE OF ESTIMATES
      ----------------------

      The preparation of condensed consolidated financial statements in
      conformity with accounting principles generally accepted in the United
      States of America requires management to make estimates and assumptions
      that affect the reported amounts of assets and liabilities and disclosures
      of contingent assets and liabilities at the date of the condensed
      consolidated financial statements and reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.

      (D)   PREPAID ROYALTIES
      -----------------------

      During the quarter ended May 31, 2005 the Company changed its policy on
      minimum royalties due on new royalty agreements. The minimum amount due on
      royalty agreements for collectibles related to movies had been expensed
      upon the execution of the agreement. For sports collectibles however, the
      Company now amortizes the minimum amount of royalties due over the life of
      the agreement or the date the minimum royalty amount has been exceeded,
      whichever is shorter, for each agreement.


                                       8
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)

      (E)   LOSS PER SHARE
      --------------------

      Basic loss per share amounts is computed based on net loss divided by the
      weighted average number of common shares outstanding. The assumed
      conversion of convertible debt into 14,384,075,556 common shares and
      2,902,133,574 common shares as of November 30, 2005 and 2004,
      respectively, and the exercise of outstanding options and warrants to
      purchase 82,272,308 common shares and 14,203,886 common shares as of
      November 30, 2005 and 2004, respectively, were not included in the
      computation of diluted loss per because the assumed conversion and
      exercise would be anti-dilutive for all periods presented. As of November
      30, 2005, the Company does not have enough common shares available to
      convert all the eligible debt to shares if the debt holders elected to
      convert all of their notes and to issue the required number of shares of
      common stock to be issued per the statement of shareholders' deficiency.
      The Company and its attorney are currently working on the necessary
      actions to increase the number of authorized common shares.

      (F)   STOCK-BASED COMPENSATION
      ------------------------------

      SFAS No. 123, "Accounting for Stock-Based Compensation" encourages, but
      does not require, companies to record compensation cost for stock-based
      employee compensation plans at fair value. The Company has chosen to
      account for employee stock-based compensation using the intrinsic value
      method prescribed in Accounting Principles Board ("APB") Opinion No. 25,
      "Accounting for Stock Issued to Employees", and related interpretations.
      Accordingly, compensation cost for stock options is measured as the
      excess, if any, of the quoted market price of the Company's stock at the
      date of the grant over the amount an employee must pay to acquire the
      stock. The Company values shares issued in consideration of services at
      fair value. Options or warrants issued to non-employees and consultants
      are recorded using the fair value method, based on the Black-Scholes
      option-pricing model. There were no options issued to employees during the
      periods presented. Therefore, the required disclosure of pro forma amounts
      under SFAS No. 123, as modified by SFAS No. 148, "Accounting for
      Stock-Based Compensation - Transition and Disclosure", has not been
      presented.

      (G)   RECENT ACCOUNTING PRONOUNCEMENTS
      --------------------------------------

      In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payment".
      SFAS No. 123 (R) revises SFAS No. 123, "Accounting for Stock-Based
      Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock
      Issued to Employees". SFAS No. 123 (R) focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based
      payment transactions. SFAF No. 123 (R) requires companies to recognize in
      the statement of operations the cost employee services received in
      exchange for awards of equity instruments based on the grant-date fair
      value of those awards (with limited exceptions). SFAS No. 123 (R) is
      effective as of the first interim or annual reporting period that begins
      after June 15, 2005 for non-small issuers and after December 15, 2005 for
      small business issuers. Accordingly, the Company will adopt SFAS No. 123
      (R) in its quarter ending May 31, 2006. The Company is currently
      evaluating the provisions of SFAS No. 123 (R) and has not yet determined
      the impact, if any, that SFAS No. 123 (R) will have on its financial
      statements presentation or disclosures.


                                       9
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)

      In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
      Corrections" ("SFAS 154") which replaces Accounting Principles Board
      Opinions No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting
      Changes in Interim Financial Statements-An Amendment of APB Opinion No.
      28." SFAS 154 provides guidance on the accounting for and reporting of
      accounting changes and error corrections. It establishes retrospective
      application, or the latest practicable date, as the required method for
      reporting a change in accounting principle and the reporting of a
      correction of an error. SFAS 154 is effective for accounting changes and a
      correction of errors made in fiscal years beginning after December 15,
      2005 and is required to be adopted by the Company in the first quarter of
      fiscal 2007. The Company is currently evaluating the effect that the
      adoption of SFAS 154 will have on its consolidated results of operations
      and financial condition.

NOTE 2 GOING CONCERN

      The accompanying condensed consolidated 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 losses. As of and for the nine months
      ended November 30, 2005, the Company had a working capital deficiency of
      $5,561,235, a shareholders' deficiency of $5,554,759, a net loss of
      $1,660,806 and net cash used in operations of $1,087,939. 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. These matters raise
      substantial doubt about the Company's ability to continue as a going
      concern. The condensed consolidated 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.

      In order to generate additional revenues and the working capital needed to
      continue and expand operations, the Company's management 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.


                                       10
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)

NOTE 3 CONVERTIBLE SECURED DEBENTURES

      On September 29, 2005, the Company issued convertible secured debentures
      totaling $302,597 to an investment group in exchange for accrued interest
      owed to the investment group totaling $302,597. These debentures mature on
      September 29, 2008 and bear interest at 2% per annum and are convertible
      into shares of the Company's common stock at the lesser of $0.0016 or 25%
      of the average of the lowest three intraday trading prices during the
      twenty trading days immediately preceding conversion. This results in a
      beneficial conversion feature in the amount of $302,597, which is treated
      as a discount on the debenture and is being amortized over the term of the
      loan. Of this amount $16,810 was amortized to expense during the nine
      months ended November 30, 2005 and $285,787 remains deferred as of
      November 30, 2005. As of the date of this report, these debentures are
      still unpaid and in default because the Company failed to meet certain
      debt covenants.

      On July 7, 2005, the Company issued convertible secured debentures
      totaling $850,000 to an investment group. These debentures mature on July
      7, 2008 and bear interest at 10% per annum and are convertible into shares
      of the Company's common stock at the lesser of $0.0016 or 25% of the
      average of the lowest three intraday trading prices during the twenty
      trading days immediately preceding conversion. This results in a
      beneficial conversion feature in the amount of $846,960 (since it is
      limited to the amount received net of warrants having a fair market value
      of $3,040), which is treated as a discount on the debenture and is being
      amortized over the term of the loan. Of this amount $141,160 was amortized
      to expense during the nine months ended November 30, 2005 and $705,800
      remains deferred as of November 30, 2005. Additionally, the Company issued
      warrants to purchase 1,700,000 shares of common stock having a fair value
      of $3,040, of which $506 was amortized to expense during the nine months
      ended November 30, 2005 and $2,534 remains deferred as of November 30,
      2005. As of the date of this report, these debentures are still unpaid and
      in default because the Company failed to meet certain debt covenants.

      On May 18, 2005, the Company issued convertible secured debentures
      totaling $400,000 to an investment group. These debentures mature on May
      18, 2008 and bear interest at 10% per annum and are convertible into
      shares of the Company's common stock at the lesser of $0.0016 or 25% of
      the average of the lowest three intraday trading prices during the twenty
      trading days immediately preceding conversion. This results in a
      beneficial conversion feature in the amount of $325,043 (since it is
      limited to the amount received net of prepaid interest of $26,668 and
      warrants having a fair market value of $48,289), which is treated as a
      discount on the debenture and is being amortized over the term of the
      loan. Of this amount $54,174 was amortized to expense during the nine
      months ended November 30, 2005 and $270,869 remains deferred as of
      November 30, 2005. In addition, the debenture holders withheld $26,668 as
      prepaid interest (through February 28, 2006), which is treated as a
      discount on the debenture and is being amortized over the term of the
      loan. Of this amount $17,778 was amortized to interest expense during the
      nine months ended November 30, 2005 and $8,889 remains deferred as of
      November 30, 2005. Additionally, the Company issued warrants to purchase
      47,368,422 shares of common stock having a fair value of $48,289, of which
      amount $8,048 was amortized to expense during the nine months ended
      November 30, 2005 and $40,241 remains deferred as of November 30, 2005. As
      of the date of this report, these debentures are still unpaid and in
      default because the Company failed to meet certain debt covenants.


                                       11
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


      On September 30, 2004, the Company issued $250,000 of convertible secured
      debentures to a group of investors. These debentures mature on September
      30, 2006 and bear interest at 15% per annum and are convertible into
      shares of the Company's common stock at the lower of $0.01 or 25% of the
      average of the lowest three intraday trading prices during the twenty
      trading days immediately preceding conversion. This results in a
      beneficial conversion feature in the amount of $250,000, (since it is
      limited to the amount received) which is being amortized over the term of
      the loan. Of this amount $93,750 was amortized to expense during the nine
      months ended November 30, 2005 and $93,750 remains deferred as of November
      30, 2005. Additionally, the Company issued warrants to purchase 1,500,000
      shares of common stock having a fair value of $710, which was expensed
      during the year ended February 28, 2005. As of the date of this report,
      these debentures are still unpaid and in default because the Company
      failed to meet certain debt covenants.

      On May 28, 2004, the Company issued $550,000 of convertible secured
      debentures to a group of investors. These debentures mature on May 28,
      2006 and bear interest at 15% per annum and are convertible into shares of
      the Company's common stock at the lower of $0.01 or 25% of the average of
      the lowest three intraday trading prices during the twenty trading days
      immediately preceding conversion. This results in a beneficial conversion
      feature in the amount of $550,000, (since it is limited to the amount
      received) which is being amortized over the term of the loan. Of this
      amount $206,250 was amortized to expense during the nine months ended
      November 30, 2005 and $137,500 remains deferred as of November 30, 2005.
      In addition, there was a $165,000 discount taken on the debenture, which
      is being amortized over its two year life. Of this amount $61,875 was
      amortized to interest expense during the nine months ended November 30,
      2005 and $41,250 remains deferred as of November 30, 2005. As of the date
      of this report, these debentures are still unpaid and in default because
      the Company failed to meet certain debt covenants.


                                       12
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


      On March 17, 2004, the Company issued $100,000 of convertible secured
      debentures to a group of investors. These debentures matured on March 17,
      2005 and bear interest at 15% per annum and are convertible into shares of
      the Company's common stock at the lower of $0.01 or 25% of the average of
      the lowest three intraday trading prices during the twenty trading days
      immediately preceding conversion. This results in a beneficial conversion
      feature in the amount of $100,000, (since it is limited to the amount
      received) which is being amortized over the term of the loan. This entire
      amount was amortized to expense as of February 28, 2005. As of the date of
      this report, these debentures are still unpaid and in default.

      On February 20, 2004, the Company issued $25,000 of convertible secured
      debentures to a group of investors. These debentures matured on February
      20, 2005 and bear interest at 15% per annum and are convertible into
      shares of the Company's common stock at the lower of $0.01 or 25% of the
      average of the lowest three intraday trading prices during the twenty
      trading days immediately preceding conversion. This results in a
      beneficial conversion feature in the amount of $25,000, (since it is
      limited to the amount received) which is being amortized over the term of
      the loan. This entire amount was amortized to expense as of February 28,
      2005. As of the date of this report, these debentures are still unpaid and
      in default.

      On January 13, 2004, the Company issued $50,000 of convertible secured
      debentures to a group of investors. These debentures matured on January
      13, 2005 and bear interest at 15% per annum and are convertible into
      shares of the Company's common stock at the lower of $0.01 or 25% of the
      average of the lowest three intraday trading prices during the twenty
      trading days immediately preceding conversion. This results in a
      beneficial conversion feature in the amount of $50,000, (since it is
      limited to the amount received) which is being amortized over the term of
      the loan. This entire amount was amortized to expense as of February 28,
      2005. As of the date of this report, these debentures are still unpaid and
      in default.

      On November 17, 2003, the Company issued $50,000 of convertible secured
      debentures to a group of investors. These debentures matured on November
      17, 2004 and bear interest at 15% per annum and are convertible into
      shares of the Company's common stock at the lower of $0.01 or 25% of the
      average of the lowest three intraday trading prices during the twenty
      trading days immediately preceding conversion. This results in a
      beneficial conversion feature in the amount of $50,000, (since it is
      limited to the amount received) which is being amortized over the term of
      the loan This entire amount was amortized to expense as of February 28,
      2005. As of the date of this report, these debentures are still unpaid and
      in default.


                                       13
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


      On July 18, 2003, the Company issued $25,000 of convertible secured
      debentures to a group of investors. These debentures matured on July 18,
      2004 and bear interest at 15% per annum and are convertible into shares of
      the Company's common stock at the lower of $0.01 or 25% of the average of
      the lowest three intraday trading prices during the twenty trading days
      immediately preceding conversion. This results in a beneficial conversion
      feature in the amount of $25,000, (since it is limited to the amount
      received) which is being amortized over the term of the loan. This entire
      amount was amortized to expense as of February 28, 2005. As of the date of
      this report, these debentures are still unpaid and in default.

      On June 25, 2003, the Company issued $25,000 of convertible secured
      debentures to a group of investors. These debentures matured on June 25,
      2004 and bear interest at 15% per annum and are convertible into shares of
      the Company's common stock at the lower of $0.01 or 25% of the average of
      the lowest three intraday trading prices during the twenty trading days
      immediately preceding conversion. This results in a beneficial conversion
      feature in the amount of $25,000, (since it is limited to the amount
      received) which is being amortized over the term of the loan. This entire
      amount was amortized to expense as of February 28, 2005. As of the date of
      this report, these debentures are still unpaid and in default.

      On May 13, 2003, the Company issued $25,000 of convertible secured
      debentures to a group of investors. These debentures matured on May 13,
      2004 and bear interest at 15% per annum and are convertible into shares of
      the Company's common stock at the lower of $0.01 or 25% of the average of
      the lowest three intraday trading prices during the twenty trading days
      immediately preceding conversion. This results in a beneficial conversion
      feature in the amount of $25,000, (since it is limited to the amount
      received) which is being amortized over the term of the loan This entire
      amount was amortized to expense as of February 28, 2005. As of the date of
      this report, these debentures are still unpaid and in default.

      On November 26, 2002, the Company issued $250,000 of convertible secured
      debentures to a group of investors. These debentures matured on November
      26, 2003 and bear interest at 15% per annum and are convertible into
      shares of the Company's common stock at the lower of $0.01 or 25% of the
      average of the lowest three intraday trading prices during the twenty
      trading days immediately preceding conversion. This resulted in a
      beneficial conversion feature in the amount of $250,000, which has been
      fully recognized as an expense at February 28, 2003. 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 the date of this report, these debentures
      are still unpaid and in default.


                                       14
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


      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 resulted in a beneficial conversion
      feature of $75,000, which has been fully recognized as an expense at
      February 28, 2003. The debentures bear interest of 12% simple interest per
      annum and matured on July 28, 2003. 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 the date of this report, these debentures are
      still unpaid and in default.

      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 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
      the 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. 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, $258,820 of these debentures are
      still unpaid and in default.

      The principal amount of $3,236,417 of the secured convertible debentures
      is due upon a default under the terms of secured convertible notes. In
      addition, the Company granted the investors a security interest in
      substantially all of its assets, including the assets of its wholly owned
      subsidiaries and intellectual property. The Company is required to file a
      registration statement with the Securities and Exchange Commission within
      30 days of receipt of a written demand by the investors, which will
      include the common stock underlying the secured convertible notes and the
      warrants. If the registration statement is not filed within 30 days of
      receipt of a written demand by the investors or if the registration
      statement is not declared effective within 90 days from the date of
      filing, the Company is required to pay liquidated damages to the
      investors. In the event that the Company breaches any representation or
      warranty in the Securities Purchase Agreement, the Company is required to
      pay liquidated damages in shares or cash, at the election of the
      investors, in an amount equal to 3% of the outstanding principal amount of
      the secured convertible notes per month plus accrued and unpaid interest.


                                       15
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


      The Company currently does not have a sufficient number of authorized
      shares of common stock available if all debt holders decided to convert
      their convertible secured debentures into the Company's common stock. The
      Company is working on rectifying the situation (See Note 1 (E)). The
      provisions of the debt instruments call for a 24% penalty on the amount of
      debt a note-holder attempts to convert and there are not enough authorized
      shares available. The secured convertible debenture holders have informed
      us that they have not and do not intend to convert any of their debt until
      the number of authorized shares is increased. Therefore, no accrual for
      the penalty has been made at November 30, 2005. We do not, however, have
      any legally binding commitment from the debenture holders to waive the
      default provision of the debentures.

      The following schedule reflects convertible secured debentures as of
      November 30, 2005 (in order of due date):

      10% convertible secured debentures, due April 2001
      (net of conversions) (A)                                       $  258,820

      12% convertible secured debentures, due July 2003 (A)              75,000

      15% convertible secured debentures, due November 2003 (A)         250,000

      15% convertible secured debentures, due May 2004 (A)               25,000

      15% convertible secured debentures, due June 2004 (A)              25,000

      15% convertible secured debentures, due July 2004 (A)              25,000

      15% convertible secured debentures, due November 2004 (A)          50,000

      15% convertible secured debentures, due January 2005 (A)           50,000

      15% convertible secured debentures, due February 2005 (A)          25,000

      15% convertible secured debentures, due March 2005  (A)           100,000

      15% convertible secured debentures, due May 2006, (A)             550,000


                                       16
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)



      15% convertible secured debentures, due September 2006 (A)        250,000

      15% convertible secured debentures, due May 2008, (A)             400,000

      15% convertible secured debentures, due July 2008, (A)            850,000

      2% convertible secured debentures, due September 2008, (A)        302,597
                                                                     ----------

      Total                                                           3,236,417

      less unamortized discount                                       1,355,370
                                                                     ----------
      Total -net                                                      1,881,047

      less current portion                                            1,881,047
                                                                     ----------

      Long term portion                                              $       --
                                                                     ==========

      As of November 30, 2005, there is $202,155 of accrued interest on these
      debentures included in accrued expenses.

      (A)   In default as of the date of this report

NOTE 4 NOTES AND LOANS PAYABLE

      As of November 30, 2005, 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, with the exception of the auto
      loan, are in default and remain unpaid as of November 30, 2005.

      The Company has remaining balances due on loans payable of $1,678, which
      are included as loans payable - related parties in the accompanying
      condensed consolidated balance sheet, due to the Company's president as of
      November 30, 2005. During the nine months ended November 30, 2005, the
      Company recorded interest expense of $773 relating to loans from its
      president and other related parties and $77,409 in unpaid accrued interest
      was payable relating to these loans as of November 30, 2005 which is
      included in accrued expenses in the accompanying condensed consolidated
      balance sheet (See Note 9).


                                       17
<PAGE>

NOTE 5 CONVERTIBLE SUBORDINATED DEBENTURES

      As of November 30, 2005, the Company has outstanding $40,000 of
      convertible subordinated debentures that were issued in prior years that
      bear interest at 12% per annum and matured at various times through August
      2001. The debentures are in default and remain unpaid. These debentures
      are convertible into shares of the Company's common stock at $0.05.

      As of November 30, 2005, the Company has outstanding $31,800 of
      convertible subordinated debentures that were issued in prior years that
      bear interest at 12% per annum and matured at various times through August
      2001. The debentures are in default and remain unpaid. These debentures
      are convertible into shares of the Company's common stock at $0.075.

      As of November 30, 2005, the Company has outstanding $55,500 of
      convertible subordinated debentures that were issued in prior years that
      bear interest at 12% per annum and have a term of one year. The debentures
      are in default and remain unpaid. These are convertible into shares of the
      Company's common stock at the lower of $0.04 or 50% of the average of the
      lowest three intraday trading prices during the twenty trading days
      immediately preceding conversion.

      The Company currently does not have a sufficient number of authorized
      shares of common stock available if all debt holders decided to convert
      their convertible subordinated debentures into the Company's common stock.
      The Company is working on rectifying the situation (See Note 1(E)).

      The following schedule reflects convertible subordinated debentures as of
      November 30, 2005 (in order of due date):

       12% convertible subordinated debentures,  unsecured, due
       at various times through August 2001 (A)                    $     71,800

       12% convertible subordinated debentures,  unsecured,
       due at various times during quarter ended May 31, 2004 (A)        55,500
                                                                   ------------

       Total                                                       $    127,300
                                                                   ============

      (A)   In default as of the date of this report


                                       18
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


NOTE 6 COMMON STOCK

      In October 2001, the Company entered into an agreement with a third party
      whereby the third party has an anti-dilution ownership of 1.603% of the
      Company. During the year ended February 28, 2005, the Company issued
      7,300,000 shares of common stock owed as part of this agreement. The
      Company has not issued 3,962,036 shares owed as of November 30, 2005, to
      the third party. These shares are shown as common stock to be issued with
      a corresponding decrease to additional paid in capital as of November 30,
      2005. On February 28, 2005, ownership of the 1.603% anti-dilution
      agreement was sold to another company (See Note 8(A)).

      In December 2003, the Company agreed to issue 3,200,000 shares of the
      Company's common stock to settle $145,763 of notes and loans payable
      (including accrued interest of $4,733). These shares have not been issued
      and are shown as common stock to be issued as of November 30, 2005.

      During the nine months ended November 30, 2004, the Company converted
      $70,252 of convertible secured debentures into 128,663,402 shares of
      common stock having a fair value of $421,545. The conversions of debt to
      stock were based upon negotiated conversion prices with the debtors (See
      Note 3). Based on sales of common stock for cash during the nine months
      ended November 30, 2004 for prices below market value, no gain or loss has
      been recognized on the aforementioned conversions of convertible secured
      debentures.

      During the nine months ended November 30, 2004, the Company converted
      $10,000 of convertible subordinated debentures and $1,200 of related
      interest into 11,428,571 shares of common stock. The conversions of debt
      to stock were based upon negotiated conversion prices with the debtors
      (see Note 5) for prices below market value, no gain or loss has been
      recognized on the aforementioned conversions of convertible subordinated
      debentures and interest.

      During the nine months ended November 30, 2004, the Company converted
      $47,000 of accrued interest into 20,000,000 shares of common stock. The
      conversions of debt to stock were based upon negotiated conversion prices
      with the debtors. Based on sales of common stock for cash during the nine
      months ended November 30, 2004 for prices below market value, no gain or
      loss has been recognized on the aforementioned conversions accrued
      interest.

      During the nine months ended November 30, 2005 an individual subscribed to
      purchase 135,000,000 shares of common stock for $75,000. Since the Company
      has failed to issue the original subscribed shares an additional
      109,000,000 shares are owed. As of November 30, 2005 the Company has
      received $60,000 of these funds and has not issued any of the stock.
      Accordingly 217,000,000 shares are shown as to be issued and 27,000,000
      are shown as common stock subscribed as of November 30, 2005.


                                       19
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)

      On November 1, 2005, the Company hired an individual under a one year
      agreement for consulting services for 50,000,000 shares valued at $60,000
      of which $5,000 has been expensed and $55,000 remains deferred as of
      November 30, 2005. As of November 30, 2005 none of the shares have been
      issued. Accordingly 50,000,000 shares are shown as to be issued as of
      November 30, 2005.

      During the nine months ended November 30, 2005, the Company acquired
      15,000,000 shares of its common stock from the Company's Chief Executive
      Officer and his wife in exchange for a note payable of $30,000. The
      15,000,000 shares were immediately reissued for services rendered. See
      note 9 for additional related party transactions.

      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 $30,000 and $186,209
      for the nine months ended November 30, 2005 and 2004, 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 the nine months ended November 30, 2005 and 2004 was
      15,000,000 and 64,103,100, respectively.

NOTE 7 STOCK OPTIONS

      In December 2003, the Company issued 20,000,000 options to a consultant
      having a ten-year term. The exercise price is $0.001 for the first
      5,000,000 options, $0.002 for the next 5,000,000 options, $0.003 for the
      next 5,000,000 options and $0.004 for the last 5,000,000 options. The only
      restriction is that no more than 5,000,000 options can be exercised in any
      one year. The total expense associated with issuing the options of $40,000
      is being recognized over the earliest periods that the options may be
      exercised. The expense associated with these options was $6,250 and
      $13,750 for the nine months ended November 30, 2005 and 2004,
      respectively.

      In May 2005, the Company issued 12,000,000 options to an advisor having a
      three-year term. The exercise price is $0.003. The options are immediately
      exercisable. The fair value of the options of $7,200 is being amortized
      over the life of the contract. The expense associated with these options
      was $1,400 for the nine months ended November 30, 2005. The advisor is
      also to receive 5% of sales on certain licensing agreements (See Note
      8(A)).


                                       20
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


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 for
      the collectibles initially expired at various dates through 2004 and
      generally require the Company to pay a royalty of between 9% and 12% of
      sales, with certain minimum royalty payments required. The Company has
      renewed all royalty agreements as they pertain to professional, minor
      league and college sports teams. The Company has decided not to renew the
      royalty agreements relating to current and future movie characters. The
      unpaid minimum royalty fees of $343,885 ($215,750 which are owed on non
      renewed agreements) related to these agreements are included in accrued
      expenses in the accompanying consolidated balance sheet. Royalty expense
      amounted to $109,513 and $104,840 for the nine months ended November 30,
      2005 and 2004, respectively.

      On February 28, 2005, the Company sold a partial interest (2.5%) in its
      future revenues generated under each of its National Football League
      ("NFL") license (2005), its National Basketball Association ("NBA")
      license in 2005-2006 and its upcoming license in 2006 with Major League
      Baseball ("MLB"). The agreement included a clause that would extend the
      partial sale of revenues to an additional year of sales under the NFL
      license, should the Company be unsuccessful in obtaining the MLB license.
      The 2.5% revenues stake was sold to a third-party company for a total of
      $80,000. Additionally, the purchaser assumed the rights to a 1.603%
      anti-dilution ownership in the Company from its previous owner, as well as
      all of the issued shares of common stock previously owned by that party.

      In May 2005, the Company agreed to give an advisor a 5% royalty for five
      years for helping the Company secure the following licensing agreements,
      National Hockey League ("NHL"), Minor League Baseball, Arena Football and
      the National Basketball Association ("NBA").

      (B)   OTHER CONTINGENCIES
      -------------------------

      In fiscal 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 December 2003. 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.


                                       21
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)

      The Company is non-compliant with respect to payment of employee and
      employer payroll-related taxes. The estimated liability, which is included
      in accrued expenses, was approximately $196,944 as of November 30, 2005.

      (C)   CONCENTRATIONS
      --------------------

      Approximately 78% and 67% of the Company's revenues were derived from its
      three largest customers during the nine months ended November 30, 2005 and
      2004, respectively.

      The Company obtains a significant portion of its new borrowings from one
      investment group. During the nine months ended November 30, 2005 and 2004,
      the Company borrowed $1,552,597 and $900,000, respectively, from this
      investor group. As of November 30, 2005, a total of $3,236,417 was owed to
      this investor group (See Note 3).


      (D)   AGREEMENTS TO MARKET SPORTS COLLECTIBLES
      ----------------------------------------------

      In September 2004, the Company signed a licensing agreement with the
      National Football League, which expired on March 31, 2005. The agreement
      was renewed for the period April 2005 through March 2006. The agreement
      includes a 12% royalty paid on sales with a minimum annual royalty of
      $100,000, which is included in prepaid royalties as of November 30, 2005,
      and is being amortized over the term of the agreement or until the minimum
      is met which ever is sooner.

      In March 2005, the Company signed a licensing agreement with the NBA,
      which expires on September 30, 2006. The agreement includes a 12% royalty
      paid on sales, with a minimum royalty for the period of $25,000. On
      September 9, 2005, the Company signed an amendment to its license with the
      NBA to add additional products. This increase in products changed the
      minimum royalty agreement from $25,000 to $35,000, which is included in
      prepaid royalties as of November 30, 2005, and is being amortized over the
      term of the agreement or until the minimum is met, whichever is sooner.

      On May 12, 2005, the Company signed a licensing agreement with the Arena
      Football League, which expires on June 30, 2007. The agreement includes a
      12% royalty paid on sales with no minimum royalty guarantees. The Company
      paid $10,000 for the rights to the license, which is included in prepaid
      royalties as of November 30, 2005, and is being amortized over the term of
      the agreement or until the minimum is met, whichever is sooner.

      On September 12, 2005, the Company signed a licensing agreement with the
      National Hockey League, which expires on June 30, 2007. The agreement
      includes a 12% royalty paid on sales with a minimum royalty for the period
      of $50,000, which is included in prepaid royalties as of November 30,
      2005, and is being amortized over the term of the agreement or until the
      minimum is met, whichever is sooner.


                                       22
<PAGE>


                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


      (E)   DEBT CONVERSIONS
      ----------------------

      The Company currently does not have a sufficient number of authorized
      shares of common stock available if all of the convertible secured and
      convertible subordinated debenture holders decided to convert their debt
      into the Company's common stock. The Company is currently working on
      rectifying the situation. The provisions of the convertible secured
      debentures call for a 24% penalty on the amount of debt a note holder
      attempts to convert when there are not enough authorized shares available
      to do so (See Note 3 with regard to the convertible secured debentures).
      However, the convertible subordinated debenture agreements do not contain
      a provision to address the inability of the debt holders to convert and
      the possible financial effects of this are unknown (See Note 5).

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 November 30, 2005, the amount of salary deferred was
      $590,537, which is included in accrued expenses-related parties. Also,
      $183,975 of accrued compensation was due to the Company's President's wife
      as of November 30, 2005.

      The Company has remaining balances due on loans payable of $1,678, which
      are included as loans payable - related parties in the accompanying
      condensed consolidated balance sheet, due to the Company's president as of
      November 30, 2005. During the nine months ended November 30, 2005, the
      Company recorded interest expense of $773 relating to loans from its
      president and other related parties and $77,409 in unpaid accrued interest
      was payable relating to these loans as of November 30, 2005 which is
      included in accrued expenses in the accompanying condensed consolidated
      balance sheet.

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

      During the nine months ended November 30, 2005, the Company received
      15,000,000 treasury shares from the Company's President and his wife
      valued at $30,000 in exchange for a related party note payable of $30,000.
      These shares were subsequently issued as part of shares for financing
      services.

      During the nine months ended November 30, 2005, the Company converted
      accrued interest of $283,536 and interest accrued during the year of
      $19,061 into a convertible secured debenture of $302,597.


                                       23
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF NOVEMBER 30, 2005
                                   (UNAUDITED)


      During the nine months ended November 30, 2005 an individual subscribed to
      purchase 135,000,000 shares of common stock for $75,000. Since the Company
      has failed to issue the original subscribed shares an additional
      109,000,000 shares are owed. As of November 30, 2005 the Company has
      received $60,000 of these funds and has not issued any of the stock.
      Accordingly 217,000,000 shares are shown as to be issued and 27,000,000
      are shown as common stock subscribed as of November 30, 2005.

      During the nine months ended November 30, 2005, the Company recorded
      beneficial conversion of $1,474,600 in connection with the issuance of
      $1,552,597 of secured convertible debentures (See Note 3).

      On November 1, 2005, the Company hired an individual under a one year
      agreement for consulting services for 50,000,000 shares valued at $60,000
      of which $5,000 has been expensed and $55,000 remains deferred as of
      November 30, 2005. As of November 30, 2005 none of the shares have been
      issued. Accordingly 50,000,000 shares are shown as to be issued as of
      November 30, 2005.

      During the nine months ended November 30, 2004, the Company converted
      $70,252 of convertible secured debentures into 128,663,402 shares of
      common stock.

      During the nine months ended November 30, 2004, the Company converted
      $10,000 of convertible subordinated debentures and $ 1,200 of related
      interest into 11,428,571 shares of common stock.

      During the nine months ended November 30, 2004 the Company converted
      $47,000 of accrued interest into 20,000,000 shares of common stock.

      Cash payments for interest expense were immaterial for the nine months
      ended November 30, 2005 and 2004.

NOTE 11 SUBSEQUENT EVENTS

      Subsequent to November 30, 2005, the Company entered into an asset
      purchase agreement for $250,000 to acquire an extensive film library from
      Pacificap Entertainment Holdings, Inc., including Cavalcade of Sports Film
      Library. The Company will own the right to sell, license or broadcast
      content from the library. The agreement requires the Company to pay a down
      payment of $50,000 upon signing and the balance is due December 2010 with
      interest of 6% on the unpaid balance, payable quarterly.


                                       24
<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
COLLECTIBLES 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 audited consolidated financial statements and related notes
included in the Company's Form 10-KSB for the year ended February 28, 2005.

      The Company continues to pursue its re-evaluated 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 our new business model. The Company's new business model will be focused
on more evergreen properties and those with a longer window of opportunity. 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. These activities produced
new opportunities and products that addressed new markets in keeping with the
Company's new marketing direction aimed at the collegiate and professional
sports marketplaces.

      The Company's revenue for the nine months end November 30, 2005 was 25%
higher, $482,404 compared to $385,380 for the same period last year.

      The Company's license portfolio includes all of the teams in the NFL, NBA,
NHL and Arena Football League. It also includes major colleges as: Notre Dame,
LSU, Ohio State, Duke, UNC, University of Michigan and many other nationally
renowned schools.

      In March 2005, the Company signed a licensing agreement with the NBA,
which expires on September 30, 2006. The Company paid $25,000 for this license.
The agreement includes a 12% royalty paid on sales, with a minimum royalty of
$25,000. On September 9, 2005, the Company signed an amended National Basketball
Association "NBA" licensing agreement allowing the Company to offer more
products. This increase in products changed the minimum royalty agreement from
$25,000 to $35,000.


                                       25
<PAGE>


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

      On May 12, 2005, the Company signed a licensing agreement with the Arena
Football League, which expires on June 30, 2007. The agreement includes a 12%
royalty paid on sales with no minimum royalty guarantees. The Company paid
$10,000 for the license.

      On September 12, 2005, the Company signed an licensing agreement with the
National Hockey League "NHL". This agreement is for two one year periods
starting July 1, 2005 with minimum royalties of $25,000 for each year of the
agreement. The Company paid $15,000 for the license.

      On July 7, 2005, we entered into a Securities Purchase Agreement with AJW
Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New
Millennium Capital Partners II, LLC for the sale of (i) $850,000 in secured
convertible notes and (ii) warrants to purchase 1,700,000 shares of our common
stock. This money was used for payroll and to produce NFL related products
(Fanbana's, Megaphone Caps and Scrolls) to meet demand for the nearly completed
season.

      On September 29, 2005, we entered into a agreement with AJW Offshore,
Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New Millennium Capital
Partners II, LLC for the conversion of $302,597 in accrued interest owed on
previously issued notes in exchange for $302,597 of secured convertible
debentures.

      On November 1, 2005, we entered into a financial consulting agreement with
Geoff Eiten, for one year. We agreed to pay Mr. Eiten 50,000,000 shares of our
common stock for these services, which were value at $60,000 upon the execution
of the agreement.

      On December 22, 2005, we entered into an agreement with Pacificap
Entertainment Holdings, Inc., pursuant to which we agreed to purchase a library
of nostalgic sporting events, vintage cartoons and classic films from Pacificap
Entertainment Holdings. The closing of the transaction was contingent upon the
cateloguing of the library, which was completed on January 20, 2006, at which
time the transaction closed. Pursuant to the agreement, we will pay $50,000
within 90 days of December 22, 2005 and issue a promissory note for $200,000.
The note accrues interest at the rate of six percent per annum and is due and
payable on December 15, 2010.

RESULTS OF OPERATIONS

NINE MONTHS ENDED NOVEMBER 30, 2005 COMPARED TO NINE MONTHS ENDED NOVEMBER 30,
2004.

      Net revenue for the nine months ended November 30, 2005 was $482,404
compared to net revenue of $385,380 for the nine months ended November 30, 2004.
The increase in revenue was due primarily to the increase in sales of
promotional products in connections with the new licenses the Company has been
obtaining. For the nine months ended November 30, 2005, our sales consisted of
$413,202 from promotional items, $55,263 from our NFL license, $1,746 from our
NBA license, $6,410 from collegiate sales and $5,783 from miscellaneous sales.

      Cost of sales for the nine months ended November 30, 2005 was $380,357, an
increase of $13,408 from $366,949 for the nine months ended November 30, 2004.
Cost of sales as a percentage of revenues decreased to 78.8% for the nine months
ended November 30, 2005 as compared to 95.2% for the same period last year. The
decrease in the cost of sales as a percentage of revenue is mainly attributable
to the increased sales volume, which allowed the Company to purchase inventory
on better terms.


                                       26
<PAGE>

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

      Selling, general and administrative expenses for the nine months ended
November 30, 2005 increased to $1,002,949 from $967,805 for the same period the
previous year. The increase in these expenses resulted mainly from greater
expenses incurred for professional services including accountants, auditors,
legal and consulting. For the nine months ended November 30, 2005 and November
30, 2004, the services obtained through the issuance of stock and options
include internal accounting and financial services, internet website creation,
marketing assistance, insurance program review and general management consulting
services in the amount of approximately $85,634 and $186,209, respectively. 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, 2005, the
Company incurred charges relating to the costs of producing the samples as well
as the related package design of $27,429 versus charges of $48,671 for the same
period the previous year.

      The Company incurred interest expense of $775,863 for the nine months
ended November 30, 2005 as compared to $548,851 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
00-19 for accounting for convertible securities and notes and loans payable with
beneficial conversion features. The increase is a result of a $400,000 financing
done in May 2005, a $850,000 financing completed in August 2005 and a $302,597
conversion of accrued interest done in September 2005. The beneficial conversion
calculation added $464,861 and $356,250 of interest expense for the nine months
ended November 30, 2005 and 2004, respectively.

      As a result of the above, the Company had a net loss of $1,660,806 for the
nine months ended November 30, 2005 as compared to a net loss of $1,330,990 for
the same period last year.

THREE MONTHS ENDED NOVEMBER 30, 2005 COMPARED TO THREE MONTHS NOVEMBER 30, 2004.

      Net revenue for the three months ended November 30, 2005 was $138,003
compared to net revenue of $65,444 for the three months ended November 30, 2004.
The increase in revenue was due primarily to the increase of promotional sales
generate in connections with the new licenses the Company has been obtaining.
For the three months ended November 30, 2005, our sales consisted of $93,152
from promotional items, $39,636 from our NFL license, $318 from our NBA license,
$2,037 from collegiate sales and $2,860 from miscellaneous sales.

      Cost of sales for the three months ended November 30, 2005 was $80,217, an
increase of $45,564 from $34,653 for the three months ended November 30, 2004.
Cost of sales as a percentage of revenues increased to 58.1% for the three
months ended November 30, 2005 as compared to 53.0% for the same period last
year. The increase in the cost of sales as a percentage of revenue is mainly
attributable to the increase in the higher cost of freight associated with
obtaining the product from overseas.

      Selling, general and administrative expenses for the three months ended
November 30, 2005 decreased to $348,878 from $473,029 for the same period the
previous year. The decrease in these expenses resulted mainly from higher
expenses incurred related to financing transactions that occurred in the quarter
ended November 30, 2004. For the three months ended November 30, 2005 and 2004
the services obtained through the issuance of stock and options include internal
accounting and financial services, internet website creation, marketing
assistance, insurance program review and general management consulting services
in the amount of $0 and $106,501, respectively. 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, 2005, the Company incurred charges
relating to the costs of producing the samples as well as the related package
design of $7,897 versus charges of $24,117 for the same period the previous
year.

      The Company incurred interest expense of $312,510 for the three months
ended November 30, 2005 as compared to $229,265 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
00-19 for accounting of convertible securities and notes and loans payable with
beneficial conversion features. The increase is a result of a $302,597
conversion of accrued interest done in September 2005. The beneficial conversion
calculation added $162,917 and $156,250 of interest expense respectively for the
three months ended November 30, 2005 and 2004 respectively.


                                       27
<PAGE>

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


      As a result of the above, the Company had a net loss of $594,643 for the
three months ended November 30, 2005 as compared to a net loss of $636,826 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 net income from
operations or if it will be able to raise sufficient capital necessary to fund
future operations. As of November 30, 2005, the Company has not generated
sufficient revenues to meet operating expenses. As a result, there is
substantial doubt about the Company's ability to continue as a going concern.
The Company anticipates that it will require up to approximately $2,000,000 to
fund its continued operations for the next twelve months, depending on revenues
from operations.

      As of November 30, 2005, the Company had a working capital deficiency of
$5,561,235. The working capital deficit increased from February 28, 2005 as a
direct result of the unprofitable operations for the nine months ended November
30, 2005 that resulted in cash used in operating activities of $1,087,939. The
Company had an ending cash balance of $156,317 at November 30, 2005.

      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, 2005, the Company received the following capital infusions:
$1,223,332 from the issuance of convertible secured debentures, $15,000 from
notes and loans payable and $60,000 from common stock subscriptions. During the
nine months ended November 30, 2005, the Company made payments of $55,116 toward
notes and loans payable.

      To obtain funding for its ongoing operations, the Company has entered into
Securities Purchase Agreements with several accredited investors, on the
following dates for the sale of secured convertible notes and warrants:

<TABLE>
<CAPTION>
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
     TRANSACTION DATE          SECURED      INTEREST                       CONVERSION PRICE                           WARRANTS SOLD
                             CONVERTIBLE      RATE
                             NOTES SOLD
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
<S>                        <C>               <C>       <C>                                                           <C>
May 2000                   $400,000         10%        $0.04 or 25% of market value                                     4,000,000
                           ($258,820
                           remaining)
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
May 28, 2002               $75,000          12%        $0.01 or 25% of the  average  of the lowest  three  intraday       150,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
November 26, 2002          $250,000         15%        $0.01 or 25% of the  average  of the lowest  three  intraday       500,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
May 15, 2003               $25,000          15%        $0.01 or 25% of the  average  of the lowest  three  intraday        50,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
June 20, 2003              $25,000          15%        $0.01 or 25% of the  average  of the lowest  three  intraday        50,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
July 23, 2003              $25,000          15%        $0.01 or 25% of the  average  of the lowest  three  intraday        50,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
</TABLE>


                                       28
<PAGE>

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


<TABLE>
<CAPTION>
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
     TRANSACTION DATE          SECURED      INTEREST                       CONVERSION PRICE                           WARRANTS SOLD
                             CONVERTIBLE      RATE
                             NOTES SOLD
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
<S>                        <C>               <C>       <C>                                                           <C>
November 14, 2003          $50,000          15%        $0.01 or 25% of the  average  of the lowest  three  intraday       100,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
January 13, 2004           $50,000          15%        $0.01 or 25% of the  average  of the lowest  three  intraday       100,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
February 13, 2004          $25,000          15%        $0.01 or 25% of the  average  of the lowest  three  intraday        50,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
March 16, 2004             $100,000         15%        $0.01 or 25% of the  average  of the lowest  three  intraday       200,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
May 28, 2004               $550,000         15%        $0.01 or 25% of the  average  of the lowest  three  intraday     1,650,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
September 30, 2004         $250,000         15%        $0.01 or 25% of the  average  of the lowest  three  intraday     1,250,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
May 18, 2005               $400,000         15%        $0.0016 or 25% of the average of the lowest  three  intraday    47,368,422
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
July 7, 2005               $850,000         15%        $0.0016 or 25% of the average of the lowest  three  intraday     1,700,000
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
September 29, 2005         $302,597         2%         $0.0016 or 25% of the average of the lowest  three  intraday           -0-
                                                       trading  prices during the twenty  trading days  immediately
                                                       preceding conversion
-------------------------- ---------------- ---------- ------------------------------------------------------------- --------------
</TABLE>

      The secured convertible notes bear interest as described above, mature two
years from the date of issuance (3 years from date of issuance for all secured
convertible notes issued on or after May 18, 2005) or two years from when the
Company is in compliance with the terms of the securities purchase agreements,
and are convertible into our common stock, at the investors' option, on the
terms as described above. As of November 30, 2005, the average of the three
lowest intraday trading prices for our common stock during the preceding 20
trading days as reported on the Over the Counter Bulletin Board was $0.0009 and,
therefore, the conversion price for the secured convertible notes was $0.000225.
Based on this conversion price, the $3,236,417 in secured convertible notes
remaining, excluding interest, were convertible into 14,384,075,556 shares of
our common stock. If the Company's stock price should decrease, the Company will
be required to issue substantially more shares, which will cause dilution to the
Company's existing stockholders. There is no upper limit on the number of shares
that may be issued, which will have the effect of further diluting the
proportionate equity interest and voting power of holders of the Company's
common stock.

      An event of default has occurred regarding all of the convertible secured
debentures outstanding as of November 30, 2005. As a result of this default, we
are obligated to pay the debenture holders the principal amount of the
debentures together with interest and certain other amounts. We do not have the
capital resources to pay the amounts required under this agreement. The secured
convertible debenture holders have informed us that they do not intend to take
any action at this time due to the default. We do not, however, have any legally
binding commitment from the debenture holders to waive the default provision of
the debentures. In addition, we granted the investors a security interest in
substantially all of our assets, including the assets of our wholly owned
subsidiaries, and intellectual property. These events of default, taken as a
whole, are reasonably likely to have a material impact on our short-term and
long-term liquidity. The investors have been willing in the past to provide us
with capital as needed to sustain our day-to-day operations, however, no
assurance can be given that they will provide capital in the future. In the
event that we need additional capital in the future for our day-to-day
operations, and the investors do not provide such funds, which they are under no
obligation to do so, we will have to seek capital from new investors. If we are
unable to obtain additional capital, we would likely be required to curtail or
cease our operations. As all of our assets are secured by our existing lendors,
we do not anticipate filing for bankruptcy.


                                       29
<PAGE>

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


      The Company currently does not have a sufficient number of authorized
shares of common stock available if all debt holders decided to convert their
convertible secured debentures into the Company's common stock. The Company is
working on rectifying the situation. The provisions of the debt instruments call
for a 24% penalty on the amount of debt owed if a noteholder attempts to convert
and there are not enough authorized shares available. The secured convertible
debenture holders have informed us that they have not and do not intend to
convert any of their debt at this time. Therefore, no accrual for the penalty
has been made at November 30, 2005. We do not, however, have any legally binding
commitment from the debenture holders to waive the default provision of the
debenture.

      As of November 30, 2005, the Company had $495,982 in outstanding notes and
loans payable, $127,300 in convertible subordinated debentures and $1,881,047
(net of discount) in outstanding convertible secured debentures. As of November
30, 2005, the Company had $1,450,375 in accounts payable, $2,209,036 in accrued
expenses, accrued payroll, accrued royalties and related taxes. In November
2002, we negotiated a long-term payment plan with the IRS to retire our
outstanding payroll tax obligations. The plan was executed in December 2002 and
calls for escalating monthly payments to be made over a period of 18 months.
After an initial down payment of $25,800 in December 2002, we had agreed to a
payment schedule of $5,750 for the first six months, $13,000 for the next six
months and $25,000 for the final six months. We made the agreed payments in a
timely fashion through the first six months and fell behind on the rest of the
payments. We re-negotiated with the IRS, and starting on January 1, 2005, we
began to pay all our current taxes on a timely basis, along with $3,000 a month
towards accrued taxes until all owed taxes have been paid off.

      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.

CRITIAL 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.


                                       30
<PAGE>

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


      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.

      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. 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 December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payment".
SFAS No. 123 (R) revises SFAS No. 123, "Accounting for Stock-Based Compensation"
and supersedes APB Opinion No. 25, "Accounting for Stock Issued to Employees".
SFAS No. 123 (R) focuses primarily on accounting for transactions in which an
entity obtains employee services in share-based payment transactions. SFAF No.
123 (R) requires companies to recognize in the statement of operations the cost
employee services received in exchange for awards of equity instruments based on
the grant-date fair value of those awards (with limited exceptions). SFAS No.
123 (R) is effective as of the first interim or annual reporting period that
begins after June 15, 2005 for non-small issuers and after December 15, 2005 for
small business issuers. Accordingly, the Company will adopt SFAS No. 123 (R) in
its quarter ending May 31, 2006. The Company is currently evaluating the
provisions of SFAS No. 123 (R) and has not yet determined the impact, if any,
that SFAS No. 123 (R) will have on its financial statements presentation or
disclosures.

      In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections" ("SFAS 154") which replaces Accounting Principles Board Opinions
No. 20 "Accounting Changes" and SFAS No. 3, "Reporting Accounting Changes in
Interim Financial Statements-An Amendment of APB Opinion No. 28." SFAS 154
provides guidance on the accounting or and reporting of accounting changes and
error corrections. It establishes retrospective application, or the latest
practicable date, as the required method for reporting a change in accounting
principle and the reporting of a correction of an error. SFAS 154 is effective
for accounting changes and a correction of errors made in fiscal years beginning
after December 15, 2005 and is required to be adopted by the Company in the
first quarter of fiscal 2007. The Company is currently evaluating the effect
that the adoption of SFAS 154 will have on its consolidated results of
operations and financial condition.


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ITEM 3 - CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

      As of November 30, 2005, our management carried out an evaluation, under
the supervision of our Chief Executive Officer and Chief Financial Officer of
the effectiveness of the design and operation of our system of disclosure
controls and procedures pursuant to the Securities and Exchange Act, Rule
13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our
chief executive officer and chief financial officer concluded that our
disclosure controls and procedures are effective to provide reasonable assurance
that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms, and that such information is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING.

      There were no changes in internal controls over financial reporting that
occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially effect, our internal control over
financial reporting. We implemented several changes to our internal controls in
recent quarters to address material weaknesses and significant deficiencies. We
have had a full quarter with our changes to our internal controls to assess
whether we need to make further changes to our internal controls. We believe
that our material deficiencies and weaknesses have been corrected and no further
changes need to be made; however we are constantly evaluating our internal
controls to strengthen them wherever possible.


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                                     PART II

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 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      During the nine months ended November 30, 2005 an individual subscribed to
purchase 135,000,000 shares of common stock for $75,000. Since the Company has
failed to issue the original subscribed shares an additional 109,000,000 shares
are owed. As of November 30, 2005 the Company has received $60,000 of these
funds and has not issued any of the stock. Accordingly 217,000,000 shares are
shown as to be issued and 27,000,000 are shown as common stock subscribed as of
November 30, 2005.

      During the nine months ended November 30, 2005 the Company issued
convertible secured debentures to investors in an aggregate of $1,552,597. The
proceeds from the issuance of these debentures were used to purchase inventory
and to fund operating expenses.

ITEM 3 DEFAULTS UPON SENIOR SECURITIES

      The Company is currently in default on all of its convertible secured
notes issued through November 30, 2005, in the total amount of $3,236,417 plus
accrued interest of $202,155. The Company is also currently in default on
interest payments owed on these secured convertible notes. As a result of these
defaults, 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
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. The notes are secured by
substantially all of the Company's assets.

ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      None.

ITEM 5 OTHER INFORMATION

      On January 20, 2006, we entered into a Securities Purchase Agreement with
AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New
Millennium Capital Partners II, LLC for the sale of (i) $400,000 in secured
convertible notes and (ii) warrants to purchase 400,000 shares of our common
stock. The investors purchased all of the secured convertible notes and warrants
on January 20, 2006.

      The secured convertible notes bear interest at 10%, mature three years
from the date of issuance, and are convertible into our common stock, at the
investors' option, at the lower of:

      o     $0.0016; or

      o     20% of the average of the three lowest intraday trading prices for
            the common stock on the Over-The-Counter Bulletin Board for the 20
            trading days before but not including the conversion date.

      The full principal amount of the secured convertible notes are due upon a
default under the terms of secured convertible notes. We are required to file a
registration statement with the Securities and Exchange Commission within 30
days of receipt of a written demand by the investors, which will include the
common stock underlying the secured convertible notes and the warrants. If the
registration statement is not filed within 30 days of receipt a a written demand
by the investors or if the registration statement is not declared effective
within 90 days from the date of filing, we are required to pay liquidated
damages to the investors. In the event that we breach any representation or
warranty in the Securities Purchase Agreement, we are required to pay liquidated
damages in shares or cash, at the election of the investors, in an amount equal
to three percent of the outstanding principal amount of the secured convertible
notes per month plus accrued and unpaid interest.


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<PAGE>


      The warrants are exercisable until five years from the date of issuance at
a purchase price of $0.002 per share. The investors may exercise the warrants on
a cashless basis if the shares of common stock underlying the warrants are not
then registered pursuant to an effective registration statement. In the event
the investors exercise the warrants on a cashless basis, then we will not
receive any proceeds. In addition, the exercise price of the warrants will be
adjusted in the event we issue common stock at a price below market, with the
exception of any securities issued as of the date of the warrants or issued in
connection with the secured convertible notes issued pursuant to the Securities
Purchase Agreement.

      Upon an issuance of shares of common stock below the market price, the
exercise price of the warrants will be reduced accordingly. The market price is
determined by averaging the last reported sale prices for our shares of common
stock for the five trading days immediately preceding such issuance as set forth
on our principal trading market. The exercise price shall be determined by
multiplying the exercise price in effect immediately prior to the dilutive
issuance by a fraction. The numerator of the fraction is equal to the sum of the
number of shares outstanding immediately prior to the offering plus the quotient
of the amount of consideration received by us in connection with the issuance
divided by the market price in effect immediately prior to the issuance. The
denominator of such issuance shall be equal to the number of shares outstanding
after the dilutive issuance.

      The conversion price of the secured convertible notes and the exercise
price of the warrants may be adjusted in certain circumstances such as if we pay
a stock dividend, subdivide or combine outstanding shares of common stock into a
greater or lesser number of shares, or take such other actions as would
otherwise result in dilution of the selling stockholder's position.

      The investors have agreed to restrict their ability to convert their
secured convertible notes or exercise their warrants and receive shares of our
common stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.9% of the then issued and outstanding shares of common stock.

ITEM 6 EXHIBITS

            4.1 - Securities Purchase Agreement, dated January 20, 2006, by and
            among Collectible Concepts Group, Inc. and AJW Offshore, Ltd., AJW
            Qualified Partners, LLC, AJW Partners, LLC and New Millennium
            Capital Partners II, LLC.

            4.2 - Callable Secured Convertible Note issued to AJW Offshore,
            Ltd., dated January 20, 2006.

            4.3 - Callable Secured Convertible Note issued to AJW Qualified
            Partners, LLC, dated January 20, 2006.

            4.4 - Callable Secured Convertible Note issued to AJW Partners, LLC,
            dated January 20, 2006.

            4.5 - Callable Secured Convertible Note issued to New Millennium
            Capital Partners II, LLC, dated January 20, 2006.

            4.6 - Stock Purchase Warrant issued to to AJW Offshore, Ltd., dated
            January 20, 2006.

            4.7 - Stock Purchase Warrant issued to AJW Qualified Partners, LLC,
            dated January 20, 2006.

            4.8 - Stock Purchase Warrant issued to AJW Partners, LLC, dated
            January 20, 2006.


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<PAGE>


            4.9 - Stock Purchase Warrant issued to New Millennium Capital
            Partners II, LLC, dated January 20, 2006.

            4.10 - Registration Rights Agreement, dated as of January 20, 2006,
            by and among Collectible Concepts Group, Inc., AJW Offshore, Ltd.,
            AJW Qualified Partners, LLC, AJW Partners, LLC and New Millennium
            Capital Partners II, LLC.

            10.5 - Asset Purchase Agreement, dated as of December 22, 2005, by
            and between Collectible Concepts Group, Inc. and Pacificap
            Entertainment Holdings, Inc.

            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)


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                                   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:   January 30, 2006                 By: /S/ PAUL S. LIPSCHUTZ
                                             ----------------------
                                             Paul S. Lipschutz
                                             Chief Executive Officer

Date:   January 30, 2006                 By: /S/ PAUL S. LIPSCHUTZ
                                             ----------------------
                                             Paul S. Lipschutz
                                             Principal Financial Officer and
                                             Principal Accounting Officer


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