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

                                  FORM 10-KSB

     (Mark  One)

     [  X  ]  Annual report under Section 13 or 15(d) of the Securities Exchange
              Act  of  1934

     For the fiscal year ended December 31, 1999

     [    ]  Transition report under Section 13 or 15(d) of the Securities
             Exchange Act of 1934

     For  the  transition  period  from  _________  to  _________

     Commission  File  No.  0-27121


                         TANGIBLE ASSET GALLERIES, INC.
                 (Name of Small Business Issuer in Its Charter)

                  NEVADA                                  88-0396772
     (State or Other Jurisdiction of                   (IRS  Employer
      Incorporation or Organization)                Identification Number)

              3444 VIA LIDO
        NEWPORT BEACH, CALIFORNIA                           92663
(Address of Principal Executive Offices)                  (Zip Code)

                                 (949) 566-0021
                           (Issuer's Telephone Number)
           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
                                     (None)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                         Common Stock, par value $0.001
                                (Title of Class)

     Check  whether  the  issuer  (1)  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act 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  [ X ]   No

     Check  if  there is no disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-B  is  not  contained  in this form, and no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [  X  ]

     Issuer's  revenues  for  its  most  recent  fiscal year totals $29,526,139.

     The  aggregate  market value of voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of April 25,
2001  (See  definition  of affiliate in rule 12b-2 of the Exchange Act.), totals
$438,655.

     The  number of shares outstanding of each of the issuer's classes of common
equity,  as  of  April  30,  2001,  totals  18,755,298.


                       DOCUMENTS INCORPORATED BY REFERENCE

     If  the following documents are incorporated by reference, briefly describe
them  and  identify  the  part of the form 10-KSB (e.g., Part I, Part II, etc. )
into  which  the  document  is  incorporated:  (1) any annual report to security
holders;  (2)  any  proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The  listed  documents  should  be clearly described for identification purposes
(e.g.,  annual  report  to  security  holders for fiscal year ended December 24,
1990).

None.

     Transitional  Small  Business  Disclosure  Format  (check  one):

Yes [  ]  No  [ X ]

                                     Page 1
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                                TABLE OF CONTENTS

                                     PART I


Item  1          Description  of  Business.

Item  2          Description  of  Property.

Item  3          Legal  Proceedings.

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

                                     PART II

Item  5          Market  for  Common  Equity  and  Related  Stockholder Matters.

Item  6          Management's Discussion and Analysis of Financial Condition and
                 Results  of  Operations.

Item  7          Financial  Statements.

Item  8          Changes In and Disagreements With Accountants on Accounting and
                 Financial  Disclosure.


                                    PART III

Item  9          Directors,  Executive  Officers, Promoters and Control Persons;
                 Compliance with Section 16(a) of the Exchange Act.

Item  10         Executive  Compensation.

Item  11         Security Ownership of Certain Beneficial Owners and Management.

Item  12         Certain  Relationships  and  Related  Transactions.

Item  13         Exhibits  and  Reports  on  Form  8-K.

                                     Page 2
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                                     PART  I

This Annual Report includes forward-looking statements within the meaning of the
Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based
on  management's beliefs and assumptions, and on information currently available
to  management.  Forward-looking  statements  include the information concerning
possible  or assumed future results of operations of the Company set forth under
the  heading  "Financial  Information-Management's  Discussion  and  Analysis of
Financial  Condition and Results of Operations." Forward-looking statements also
include  statements  in  which words such as "expect,"  "anticipate,"  "intend,"
"plan,"  "believe,"  "estimate,"  "consider"  or  similar  expressions are used.

Forward-looking  statements  are  not  guarantees  of  future  performance. They
involve  risks, uncertainties and assumptions.  The Company's future results and
shareholder  values  may  differ  materially  from  those  expressed  in  these
forward-looking  statements.  Readers are cautioned not to put undue reliance on
any  forward-looking  statements.

ITEM 1 - DESCRIPTION OF BUSINESS

COMPANY  OVERVIEW

Tangible  Asset  Galleries, Inc. ("Tangible" or the "Company") is a retailer and
wholesaler  of  rare  coins,  fine and decorative art, and antique collectibles.
The  Company  was  organized  as  a Nevada corporation on August 30, 1995 and is
currently  based  in  Newport  Beach,  California.

BUSINESS OF THE ISSUER

The  Company's  principal line of business is the sale of rare coins on a retail
and wholesale basis.  Additionally, the Company also offers collectibles such as
fine  and  decorative  arts  at  retail  and  at auction.  The Company's primary
storefront  is currently located in Newport Beach, California.  In January 2000,
the  Company  completed the relocation of all its Southern California operations
to  its  new  headquarters  and  primary retail outlet located in Newport Beach,
California.  The  Company's  services  are  also  marketed  nationwide  through
broadcasting  and  print  media  and independent sales agents, as well as on the
Internet  through  third  party  websites such as eBay and Yahoo and through the
Company's  own  website  at  TAGZ.com.

On  December 30, 1999, the Company acquired all the outstanding common shares of
Gehringer  and  Keller, Inc. d.b.a. Keystone Coin & Stamp Exchange ("Keystone").
Keystone  is  a  wholesale,  retailer  and  auctioneer  of rare coins located in
Allentown,  Pennsylvania.  The  Company  believes  that  acquisition of Keystone
significantly strengthens the Company's market position on the East Coast of the
United  States  and  enable  the  Company  to  continue  to position itself as a
nationally  recognized  dealer in rare coins. The staff of Keystone adds further
numismatic  expertise  to the Company. The Company intends to expand Keystone to
include  the  sale  of  fine  art  and  collectibles.


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SALES OF THE COMPANY'S INVENTORY

The  Company  is  active  in  selling  rare  coins,  fine and decorative art and
antiques  at  wholesale,  retail and at auction. At wholesale in rare coins, the
company  typically  has  contact  with  the  approximate 5,000 rare coin dealers
across  the  country  by  telephone,  email,  fax,  electronic  exchanges  and
approximately  20  shows or expositions annually and sells through each of those
venues in addition to consigning rare coins to independent auction companies for
sale  at  public auction. The Company employs or contracts with approximately 15
different  persons, of which six are full time employees, to market and sell the
rare  coin  inventory  of  the  Company.  The  Company  also  consigns rare coin
inventory  to  as  many  as  five independent auction companies. Transactions at
wholesale  are  usually  completed  with recognized dealers in the trade and are
often for immediate payment or with approved credit relationships, by payment in
30  days  from  the  date of sale, with settlement from sales at auction 45 days
following  the  date  of the sale. Wholesale in fine and decorative art is not a
material or significant segment of the business. Trade credit is approved by the
Chief Executive Officer or the President of the Company. Selling prices for rare
coins  at  wholesale  are determined by the marketplace and usually individually
negotiated  with  the  buyer.  There  are  several  printed pricing guides, some
published  weekly,  that  provide pricing indications as well as a the Certified
Coin  Exchange,  a real-time exchange with bids and asks on many of the coins in
the  market.  Often,  a wholesale customer is buying rare coins from the Company
because  the  wholesale  customer  has  another  customer,  whether wholesale or
retail,  already determined. Frequently, the wholesale sales price is influenced
by  non-market factors such as the purchasing or selling dealer's liquidity, the
relative  desire  or  need  for  the  specific rare coin, the length of time the
selling  dealer  has  held  the rare coins and other factors. The Company has an
inventory  turnover  of  three  to  four  times  per  year.

When  selling rare coins at retail, the Company utilizes direct mail, telephone,
fax,  email  and Internet based retail and auctions, both private and public, as
channels  of  distribution.  The  Company  maintains  a  database  of over 5,000
customers  for  rare  coins,  fine  and  decorative  art  and  antiques that are
solicited  regularly  through these channels. During the year ended December 31,
1999, the Company launched its own website www.tagz.com offering rare coins both
at  retail  and  at  private auction on its own site using proprietary software.
During  the  year  ended  December  31,  2000,  the  Company began an aggressive
campaign  on  third  party  websites eBay and Yahoo! to sell rare coins at these
Internet  public auction sites. In 2000, the Company was named as first featured
seller on Yahoo! Auctions in the coin category and later was named as one of the
premium  sellers  in  the  coin  category  in Yahoo! Auctions. Also in 2000, the
Company  was  named  an  eBay PowerSeller , a designation for top sellers on the
eBay site. At retail, the Company typically sells for immediate payment, holding
the  rare  coins  until good funds are received. In a few instances each year on
purchases  in  excess  of  $2,500,  the Company will finance a sale for a retail
buyer  with  25%  of  the sales price paid at closing of the sale and 25% of the
sale  price  due  in each of three successive months, interest free. Under these
terms,  the  Company  takes  a security interest in the rare coins and holds the
rare coins as collateral. Selling prices for retail rare coins are determined by
the  market  and  there are several pricing guides available to the retail buyer
including  monthly  and  weekly publications and auction prices realized. Often,
the  price  to be paid by a retail buyer is influenced by the buyer's desire for
the  particular  rare coin, the time it has taken to find a suitable example for
the  buyer's collection, the relative rarity of the specific rare coin to others
held  by  the  buyer  and other factors. The Company principally sells at retail
rare  coins  that  have  been  certified  for  authenticity  and  quality  by an
independent  recognized  authority.

                                     Page 4
<PAGE>

When  selling  fine  and  decorative  art  and  antiques  at retail, the Company
utilizes  direct  mail, telephone, fax, email, public auction and Internet based
retail  and  auctions, both private and public, as channels of distribution. The
Company solicits sales from a database maintained by the Company containing over
5,000 names and addresses. The Company utilizes its own website www.tagz.com and
eBay  to  offer  fine and decorative art and antiques for sale. In addition, the
Company  holds  from  three  to  four  auctions  of  fine and decorative art and
antiques each year as the auctioneer, taking property on consignment and selling
the  Company's  inventory at these auctions. When selling on consignment through
auction,  the  Company  typically  earns  a  commission  from  the  seller  of
approximately  10%  of  the hammer price at the sale and a 15% commission of the
hammer  price  from  the  buyer at the sale. When selling Company inventory at a
Company  auction, the 15% commission from the buyer is added to the hammer price
and  is  recorded  as a sale. Immediate payment is required on all sales of fine
and  decorative  art  and antiques, irrespective of the channel of distribution,
however,  as in the retail of rare coins, there are a few transactions each year
whereby  the  Company finances the sale under the same terms as financing a rare
coin sale at retail. Selling prices for fine and decorative art and antiques are
more  subjective  in  the market than those for rare coins as the pricing guides
are  fewer,  more diverse and less timely. Auction records continue to provide a
source  of information to assist both the buyer and the seller in establishing a
negotiated  price.

ACQUISITION  OF  INVENTORY

The  Company  acquires  inventory  of  rare  coins,  fine and decorative art and
antiques  at wholesale through other dealers in the trade, from retail customers
or  trusts  or  estates  desiring  to  sell  their  holdings or by auction. When
purchasing  from other dealers in the trade, the Company typically is offered 30
days  to  pay  the  net invoice amount. Purchases from retail customers, trusts,
estates  or  at  auction  by  an  independent  auction company require immediate
payment  upon  taking  title  and  possession  of the property. On occasion, the
Company  may  trade  items  from  the  Company inventory to either a dealer or a
retail  customer  in  exchange  for property from the dealer or retail customer.
When  buying  inventory  from  a  dealer,  the  majority  of these purchases are
completed  at  the  approximately  25  shows and expositions around the country,
although  a  significant  volume is transacted over the telephone. Purchasing at
auction is another major source of inventory for the Company in rare coins, fine
and  decorative  art  and antiques. Purchase prices are negotiated by the buyers
from  the  Company  with  each  of  the dealers in the trade and with the retail
customers,  trusts  and  estates.  When  buying  at auction, the buyers from the
Company compete with other buyers in determining the final bid for any given lot
of  property.  Factors  significantly influencing the price at which the Company
pays  for  property  include the knowledge of the identity of the buyer from the
Company  of  the  property to be purchased, knowledge of the superior quality of
the  item  relative to other similar items on the market, seller financing terms
and  other  factors.

PLANS  FOR  GROWTH  AND  EXPANSION

On  February  27, 2001, the Company signed a letter of intent to acquire all the
outstanding  stock  of  HotelInteractive, Inc. ("H-I"), a privately held company
providing  news,  information  and  publishing  services  on  the  Internet.  If
completed,  the merger calls for the Company to issue to the shareholders of H-I
an  aggregate  number  of  common  shares  of the Company equal to the number of
common  shares of the Company immediately preceding the closing of the merger in
exchange  for all the outstanding shares of H-I. The effect of the completion of
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the  merger  would be that shareholders in the Company would own half as much of
the  Company  as  before  the  merger  and  half of H-I.  H-I was established to
provide  real-time  information  in  a  variety  of  markets and chose the hotel
management  market  as  its  initial venture. With editors, writers and software
engineers,  H-I  developed  a  vibrant  and  compelling  site  for  senior hotel
executives. As of April 9, 2001, the Company signed a definitive agreement for a
merger  between  H-I  and a newly created wholly owned subsidiary of the Company
which  must  be  closed  on or before July 9, 2001. Management believes that the
knowledge  and  technology  base of H-I will be quite valuable to the Company as
the  Company  expands  its  selling efforts into the Internet. Additionally, the
Company believes that the properties sold by the Company can be effectively sold
to  senior  hotel executives for use in the hotels and to the hotel patrons. The
closing of the proposed merger is contingent upon several factors, including but
not  limited  to the completion of due diligence by the Company of the financial
condition  of  H-I  and  a  review  of  the  H-I  operations  and  technology.

HISTORY OF THE COMPANY

Tangible  Investments  of  America, Inc. ("TIA"), the Company's predecessor, was
originally  founded  by  the  Company's current Chief Executive Officer, Silvano
DiGenova  in 1977 when Mr. DiGenova first exhibited his coins at a national coin
dealer's  convention.  That  same  year,  Mr.  DiGenova first became involved in
other  collectibles  such as fine arts and antiques.  Mr. DiGenova has collected
rare  coins  since  1971  (when he was nine years old) and by age 13 was trading
coins  among  his  peers.  While attending the Wharton School of Business in the
early  1980s,  Mr.  DiGenova  continued  to  develop  TIA,  and in May 1984, Mr.
DiGenova,  prior  to  graduating,  took  a  leave  of  absence  from Wharton and
incorporated  TIA  in  Pennsylvania.

In 1991, Mr. DiGenova relocated TIA to Laguna Beach, California and continued to
develop  TIA's  rare  coin,  fine  art  and  collectibles  retail  and wholesale
business,  continuing  to  expand it on a national level.  The Company currently
provides  coins,  fine arts and collectibles on a wholesale level to many retail
outlets  across  the nation and conducts retail sales via telephone to virtually
every  state  in  the  United  States  and  several  countries around the world.

TIA was acquired by the Company on April 28,1999.

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BACKGROUND OF THE COIN AND COLLECTIBLES INDUSTRY

Throughout history, from ancient time to the present day, coins have been highly
prized  and  universally regarded as a store of value, particularly those struck
in precious metals.  Coins have been highly esteemed for their beauty and appeal
as  a solid store of wealth.  Over the past three hundred years, coin collecting
for  enjoyment  and  profit has gained increasing prominence.  The coin industry
has  been  active  in  trading  since  the  17th  century.

The  legendary  House of Rothschild (famed European Banking Family) actually got
its  start  dealing  in  rare  coins  and medals at Frankfurt's great spring and
summer  fairs.  Meyer  Rothschild,  the  founder of the banking empire, began by
selling  coins  at  the  fairs  as  well  as running a mail-order coin business.

Starting  in 1771, he published the first of many printed coin catalogs which he
sent  out  during  the next 20 years at regular intervals to potential customers
all  over  Germany.  To this day, many prestigious European banks still maintain
active numismatic departments. In a similar time frame, Sotheby's Holdings, Inc.
(NYSE:  BID)  traces  its  origins  to  1744  in  London,  England.

Today,  coins  and  collectibles  are  bought  and  sold throughout the world in
galleries,  shops,  stores,  auctions  and  on  the  Internet  at  fixed prices.

According to experts in the field, it is difficult to determine the total annual
sales  volume  of  the coin and collectibles business. As one of the two largest
auctioneers in the world in coin and collectibles markets, Sotheby's (NYSE: BID)
reported  annual  sales  of $1.9 billion for the year ended December 31, 2000. A
major  competitor  of  Sotheby's  is  Christie's  with  estimated  annual  sales
approximately  equal  to those of Sotheby's. According to reports from Ebay Inc.
(NASDAQ:  EBAY),  an  Internet-only  auctioneer  of personal and real properties
including  collectibles,  annual sales of property through the services provided
by  Ebay  exceeded  $5.4 billion for the year ended December 31, 2000. In recent
analysis  of  offerings on Ebay as of April, 2001, over 5 million items were for
sale  of  which over 2.1 million items were coin and collectibles, or 43% of the
items  offered.

With  specific  regard to coins, the U.S. Mint, in its most recent annual report
to  the  U.S.  Congress for the year ended September 30, 1999, reported sales in
the  Numismatic  Business  Unit  of  $967  million. In April 2001, the U.S. Mint
reported  that  there  are  over  125 million adult Americans collecting the new
quarter  dollar coins from the 50 State Quarters  program developed by the Mint.
This  program  was  designed  to  increase  coin  collecting  and  the number of
collectors  by minting five new designs annually of the quarter dollar with each
design  featuring  one each of the 50 states over a ten year period beginning in
1998  through  2008. In the 1999 annual report of the U.S. Mint, it was reported
that  6  billion quarters were minted, up from 1.5 billion in the previous year.

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The  coin and collectibles property bought and sold by the Company was typically
manufactured originally in the late 1700's to mid-1900's. Many of the items sold
by the Company are one-of-a-kind, or have very few examples on the market at any
time. Management believes that coin and collectibles buyers typically start with
a  modest  purchase amount and increase the size of the transaction and increase
the rarity of the item purchased as the individual becomes more experienced as a
buyer  in  the  market.

THE REVOLUTION IN THE COIN BUSINESS

Determining the market value of a given coin plays a vital role.  Rare coins are
graded  on  a numerical scale from 0 to 70.  Zero represents the basal state (or
lowest condition or state of preservation) and 70 represents an uncirculated (or
mint  state)  specimen  that is perfect in condition or state of preservation in
every  aspect.  As  a  result  of  this numerical scale relating to condition or
quality, there is a correlation to value in that the higher its numerical grade,
the  more  valuable a coin is to collectors or dealers.  A one-point difference,
not  even discernible to a layman's eye, can mean literally thousands of dollars
difference  in value. Therefore, the importance of consistent grading, according
to  a universally accepted standard by the marketplace cannot be overemphasized.
In  1986,  the  first uniform grading system was implemented by the Professional
Coin Grading Service  (the  "PCGS").  Silvano DiGenova, the Company's president,
was  a co-founder of PCGS and helped to develop the grading system used by PCGS.
Mr.  DiGenova sold his interest in PCGS in 1987 and has not been affiliated with
PCGS,  except  as a customer of its services, since that time.  A year after the
founding  of  the PCGS, the Numismatic Guaranty Corporation  ("NGC") was formed.
Mr.  DiGenova  is not affiliated with NGC in any way except as a customer of its
services.

These  two  firms  established a uniform coin-grading standard, which has gained
almost  universal  acceptance throughout the world.  Once a coin has been graded
and  certified, both firms encapsulate the coin in tamper-proof acrylic holders,
register them by number, grade, date and mintmark.  If applicable, they identify
variety  and  pedigree as well. Rare coins graded and certified by either one of
these  services  can  now  be  traded  with confidence.  The advent of certified
grading  has  led to another revolution of sorts, the formation of the Certified
Coin  Exchange  (CCE).  Mr.  DiGenova was a founder and board member of CCE, and
helped  to  organize the association.  Mr. DiGenova sold his interests in CCE in
the  late  1980s  and  has not been affiliated with the company in any way since
that  time except as a user of their services.  CCE is a nationwide computerized
trading  network  for  rare  coins.  CCE  is  also  the  number  one  source  of
instantaneous  price  information.  Coins  can  be  bought and sold sight unseen
because  of  the  certification  and confidence instilled in the market place by
CCE,  PCGS  and  NGC.

NUMBER OF EMPLOYEES

As  of  April  30,  2001,  the  Company  employed  26  persons, of which 22 were
full-time  employees.  The  Company  believes that its future success depends in
part  upon  recruiting  and  retaining qualified numismatists, fine art experts,
marketing  and  other  personnel.

                                     Page 8
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COMPETITION

The business of selling rare coins and other collectibles is highly competitive.
The  Company  competes  with  a  number of smaller, comparably sized, and larger
firms  throughout  the  United  States.  These  include:  Heritage  Rare  Coin
Galleries,  a  large scale coin firm ; National Gold Exchange, a large wholesale
coin  and  bullion  seller  ;  Superior Stamp & Coin, a medium sized coin firm ;
Spectrum,  a  subsidiary  of  Greg  Manning  Auctions,  Inc.,  a publicly traded
company; Collectors Universe, Inc., a publicly traded company; and U.S. Coins, a
medium  size coin wholesaler.  These competitors are generally larger and better
capitalized. However, the Company believes that it is able to compete with these
competitors  due to its generally higher quality inventory, staff expertise, and
Web presence.  However, there can be no assurances that the Company can continue
to  compete successfully with other established companies with greater financial
resources,  experience  and  market  share.

FLUCTUATION  IN  QUARTERLY  OPERATING  RESULTS

The  Company's  revenues  and operating results have in the past fluctuated, and
may  in  the future fluctuate, from quarter to quarter and period to period as a
result of a number of factors. These include, without limitation, the following:
the  supply  and  demand  of  rare  coins  on  a wholesale and retail basis; the
fluctuation  of  precious  metal  bullion  prices; the pricing policies or price
reductions  by  the  Company  and  its  competitors;  the  Company's  success in
expanding  its sales of rare coins and collectibles at a retail level; personnel
changes;  and  general  economic  trends.

Unlike  many  organizations  with significant retail sales, the Company does not
have  any  predictable  seasonal  sales patterns other than the early spring and
early  fall  periods.  These two periods tend to be somewhat better periods than
other  periods  due  mostly  to  the  traditional  dates  of  major  rare  coin
conventions,  where  the  company  concludes  substantial  business.

Due to all of the foregoing factors, it is possible that in some future quarter,
the  Company's  operating  results  may  be below the expectations of the public
market  analysts  and investors. In such event, the Company's common stock would
likely  be  materially  adversely  affected.

REGULATION

The  rare  coin  and  collectibles  markets  are not currently subject to direct
federal,  state  or  local regulation, although the sales of certain artwork and
autographed sports memorabilia is regulated in some states. However, the Federal
Trade  Commission  and  many  state  attorneys general have shown an interest in
regulating the sales of rare coins and other tangible assets as investments, and
the State of New York has determined that under certain circumstances rare coins
may  be  treated  as  securities  under  state  law, thereby requiring rare coin
dealers  to  register  as  broker-dealers and permitting investors all legal and
equitable  remedies  otherwise  available  to buyers of securities.  The Company
relies upon the February 1998 ruling of U. S. District Court Judge Kimba Wood in
the case of Llewellyn v. North American Trading that the ordinary retail sale of
rare coins to investors is not a security under the federal securities laws, and
believes  that  its  operations  are  not  subject  to regulation as the sale of
securities.  There is no assurance, however, that at some time in the future the
sale  of  rare  coins will be so regulated, and that the Company's business will
not  be  materially  adversely  affected  thereby.

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Over  the  past  15  years,  the  FTC has filed suits against numerous rare coin
dealers  alleging  that  the  dealers' representations about coins were false or
misleading to a person of average intellect, or that the dealers' retail markups
were  so  high that their representations about investment risk and appreciation
potential  became  misleading  or untrue. These cases have not, however, created
any  clear  rules  by which dealers such as the Company can assure themselves of
compliance.  On  January 1, 1996, the FTC's Telemarketing Sales Rule, authorized
by  the  1994  Telemarketing  and  Consumer Fraud and Abuse Prevention Act, took
effect.  "Telemarketing"  is  defined  as any plan, program, or campaign that is
conducted  to  induce  payment  for  goods  and services by use of more than one
interstate  telephone  call.  The  Rule  applies  to  all  sales  of "investment
opportunities",  which  is  defined  by whether the seller's marketing materials
generally  promote items. On the basis of representations about "income, profit,
or  appreciation." The Company believes that all of its retail sales are covered
by  the  Rule,  even  those  to  collectors.

The  Telemarketing  Sales  Rule  requires the Company to inform customers of the
following before accepting payment: the number of items being sold, the purchase
price,  and  the  Company's  refund  /  exchange / buyback policy. The Rule also
prohibits  the  Company  from  misrepresenting  the  "risk,  liquidity, earnings
potential,  and  profitability"  of  the  items it sells. This in itself did not
materially  change prior law. However, during debates on the Telemarketing Sales
Rule  in  1995,  FTC  staff  attorneys  tried  to  impose  additional  specific
requirements  that  dealers  in  "tangible  assets" disclose to retail customers
their  actual  cost  for  the  items  they sell, and also disclose "all material
facts"  about  their  goods  before  accepting any money from the customer. This
would  have  required  the  Company to disclose its actual margins to its retail
customers,  as  well  as  impose  on  the  Company  a  near impossible burden of
determining  what  facts  were  material  to  the  purchase  of  coins  or other
collectibles.  Although the FTC ultimately removed these additional requirements
from  the  final  version of the Rule, the FTC staff's behavior demonstrated its
particular  concern  for  telemarketing  of  coins  as  investments. There is no
assurance  that the FTC will not amend the Rule in the future to impose these or
other  additional  regulations,  or  that individual states will not impose such
regulations,  and  that  the Company's business will not be materially adversely
affected  thereby.

In  addition,  many investors favor rare coins because they can be bought, owned
and  sold  privately, i.e., without registering with or notifying any Government
agency.  However,  the Internal Revenue Service now requires dealers such as the
Company to report on Form 8300 all sales of coins in which more than  $10,000 in
cash  or  cash-like  instruments  is used as payment. The private nature of rare
coin  ownership  has  occasionally  resulted  in  rare  coins being purchased by
taxpayers  for the purpose of concealing unreported income, or used to "launder"
income  derived  from  unlawful activities. This has caused local authorities to
consider  imposing  registration  and/or  reporting  requirements upon rare coin
dealers,  although  the  only  such  regulation  enacted to date (in the City of
Chicago) has not been enforced against full-time dealers in rare coins. There is
no assurance that additional regulations will not be imposed upon the Company in
the  future,  and  that  the Company's business will not be materially adversely
affected  thereby.

                                    Page 10
<PAGE>

TAXATION OF MAIL ORDER SALES

The  Company  does  not  collect  California  sales  tax  on mail order sales to
out-of-state  customers,  because interstate sales generally are tax-exempt. Nor
does  the  Company  collect  use  tax  on its interstate mail order sales.  Most
states  impose  a  use tax on "retailer(s) engaged in business in this state" on
sales  of  "tangible personal property for storage, use, or other consumption in
this  state"  (language from '6203 of the California Sales and Use Tax Law). Use
tax  is  usually  set at the same rate as sales tax, and its purpose is to level
the  playing  field  between  local retailers who pay sales tax and out-of-state
mail order companies who do not.  Some states exempt rare coin sales over $1,000
from  sales  or  use  tax,  but  most do not.  Although the federal Constitution
restricts  the right of states to tax interstate commerce, states can assess use
tax-on  any  transaction  where  the out-of-state mail order firm has a "nexus",
i.e.,  any  physical  presence,  in  the  state, regardless of whether the sales
themselves  arise  from  that  local  presence.  "Nexus"  includes  attending
conventions, although at least one state (California) provides a seven-day "safe
harbor"  for out-of-state dealers attending conventions and whose sales are less
than  a  certain  dollar  threshold. It also would include attending auctions or
making buying or selling trips. On that basis, the Company may be deemed to have
"nexus"  in  many  states.

Use  tax  is the buyer's obligation, but states require retailers to collect the
tax  and  remit it to the state along with a use tax return. There is no statute
of  limitations  for  use  tax if the dealer has filed no returns.  To date, the
Company  has  not been assessed for use tax by the taxing authority of any other
state,  nor has it received any inquiry indicating that it was being audited for
purposes of such an assessment.  However, there is no assurance that the Company
will  not  be  audited  by  taxing authorities of the states and be assessed for
unpaid  use  taxes  (plus  interest  and  penalties) for a period of many years.

In  addition  to  use  tax,  many  states  impose  income and franchise taxes on
out-of-state  companies  that  derive  net  income  from  business  with  their
residents.  For  example,  California  applies  an income-based franchise tax to
out-of-state corporations operating in California for the privilege of using the
corporate  form.  The  maximum tax rate is 8.84%, with a minimum tax of $800 per
year.  Income  derived  outside  California is not taxed, and in-state income of
taxpayers  liable  for  tax in more than one state is calculated using a formula
contained in the Uniform Division of Income for Taxation Purposes Act, a statute
in  effect  in Alabama, Alaska, Arizona, Arkansas, California, Colorado, Hawaii,
Idaho,  Kansas,  Kentucky, Maine, Michigan, Missouri, Montana, Nebraska, Nevada,
New Mexico, North Dakota, Oregon, South Carolina, South Dakota, Texas, Utah, and
Washington.  As with use tax, nexus principles apply, and the U.S. Supreme Court
requires  "a minimal connection between the interstate activities and the taxing
state,  and  a  rational relationship between the income attributed to the State
and  the  intrastate  values  of  the  enterprise."

                                    Page 11
<PAGE>

Assuming  the  existence  of nexus, the Company could be subject to income-based
taxes  in  each  of  the  states  in  which  it  has  had a physical presence at
conventions, auctions or otherwise. The only exceptions would be in states where
the  Company  is  protected  by  a  federal law, 15 U.S.C. '381, which immunizes
companies  from  state income taxes if the company's only business activities in
the taxing state consist of "solicitation of orders for interstate sales." There
is no statute of limitations for income or franchise tax if the dealer has filed
no  return.  To  date,  the  Company  has  not  been  assessed for income tax or
franchise  tax  by  the taxing authority of any other state, nor has it received
any  inquiry  indicating  that  it  was  being  audited  for purposes of such an
assessment.  However, there is no assurance that the Company will not be audited
by  taxing  authorities  of  the  states  and  be  assessed for unpaid income or
franchise  taxes  (plus  interest  and  penalties)  for  a period of many years.

ABILITY TO MANAGE GROWTH

The Company has experienced periods of growth, increased personnel and marketing
costs  that  have placed, and may continue to place, a significant strain on the
Company's  resources.  The Company anticipates expanding its on-line auction and
sales  efforts. The Company's ability to manage future increases, if any, in the
scope  of  its  operations  or  personnel  will  depend  on the expansion of its
marketing  and  sales, management and financial capabilities. The failure of the
Company's  management to effectively manage expansion in its business could have
a  material  adverse effect on the Company's business, results of operations and
financial  condition.

MAJOR SUPPLIERS

The  Company  obtains its coins and collectibles from many different individuals
and  entities and is not dependent on any major suppliers. However, during 1999,
one  wholesale  vendor, Heritage Rare Coins located in Dallas, Texas represented
11%  of  inventory  purchases.

DEPENDENCE ON KEY CUSTOMERS

The  Company  is  not dependent on any key customers but rather sells to a large
variety  of individual retail purchasers as well as several wholesale purchasers
throughout  the nation and world.  However, during 1999 one wholesale purchaser,
Mike's Coin Gallery, located in Redondo Beach, California represented 16% of the
Company's  wholesale  sales.  During  both  2000  and  1999,  the Company had no
customers  that  represented  more  than  10%  of  the  Company's  sales.

PATENTS, TRADEMARKS, LICENSES

The Company does not depend upon any patents, trademarks, or licenses to conduct
its  business;  or  does  the  Company  hold  any  such  patents  or trademarks.

COST OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

The Company currently has no costs associated with compliance with environmental
regulations.  However,  there  can  be  no  assurances that the Company will not
incur  such  costs  in  the  future.


                                    Page 12
<PAGE>
ITEM  2  -  DESCRIPTION  OF  PROPERTY

Effective  June  15,  1996, the Company began leasing approximately 4,092 square
feet of administrative and retail space in Laguna Beach, California at a monthly
rental  rate  of $5,000 per month beginning on September 1, 1996.  Until January
2000,  this  facility  served  as  the Company's headquarters and primary retail
location.  The  monthly  rental rate is scheduled to increase in accordance with
the  Consumer  Price  Index on an annual basis, up to a limit of 6% per year but
subject  to  a  3%  minimum  increase.  Subsequent to vacating the premises, the
Company  subleased  the  property  to an unrelated third party. The sublease was
paid and is current through March 31, 2001. The lease was scheduled to terminate
on  June  30,  2001;  however,  the landlord released the Company from the lease
effective  March  31,  2001.

Effective May 1, 1999, the Company began leasing approximately 1,722 square feet
of  administrative  space  in  Tustin,  California  at  a monthly rental rate of
$2,066.40.  Until  January  2000, this facility served as the Company's customer
service  site.  The  lease  terminated  on  April  30,  2000.

Beginning  on June 1, 1999, the Company began leasing approximately 2,350 square
feet  of  retail  space  in Las Vegas, Nevada pursuant to an oral month-to-month
lease  with  Commercial  West Property Management at a rate of $2,023 per month.
The  Company is currently investigating alternative retail locations for its Las
Vegas  operations.  On May 1, 2000, the Company consolidated operations from the
Tustin  office  to  the  Company's  location at Newport Beach and simultaneously
terminated  the  lease  in  Las  Vegas,  Nevada.

Beginning on October 1, 1999, the Company began leasing approximately 180 square
feet  of  office space in Barrington, Illinois at a monthly rental rate of $592.
This  office  serves as the Company's Chicago, Illinois buying office. The lease
terminated  on  September  30,  2000  and  the  space  is  being  occupied  on a
month-to-month  basis  at  the  same  rental  rate  per  month.

Effective  October  7,  1999,  the  Company  began leasing 11,270 square feet of
administrative,  customer support, retail, gallery, and auction space located in
Newport  Beach,  California  at  a  rental rate of $11,000 per month. In January
2000,  the Company consolidated its Laguna Beach and Tustin operations into this
location.  The  lease  is scheduled to terminate on October 7, 2001. The Company
is  negotiating  with  the  current landlord to extend or renew the lease at the
current  location,  however,  there can be no assurance that (i) the Company can
obtain  an  extension or renewal at its current location or (ii) if an extension
or renewal is possible, the Company can obtain such at rates that are acceptable
to  the  Company.

                                    Page 13
<PAGE>

Effective January 1, 2000, the Company began leasing 2,500 square feet of retail
and  administrative space located in Allentown, Pennsylvania at a rental rate of
$3,000  per month. This location serves as retail storefront and headquarters of
the Company's subsidiary, Keystone. The president and vice president of Keystone
own the location (See Item 12 - Certain Relationships and Related Transactions).
The  lease  is  schedule  to  terminate  on  December  31,  2002.

ITEM  3  -  LEGAL  PROCEEDINGS

The  Company  may  from  time  to  time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental to the operation of its business.  The
Company is not currently involved in any such litigation which it believes could
have  a  materially  adverse  effect  on  its  financial condition or results of
operations.

ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On January 14, 2001, the Company held its annual meeting for fiscal 2000.  Up
for consideration by the shareholders at the meeting were three proposals
submitted by the Company's Board of Directors.

(1)     The  first  proposal  involved  the  election  of the Company's Board of
Directors.  Set  forth below is the name of each director elected at the meeting
and  the  number  of  votes cast for their election, the number of votes against
their  election,  the  number  of  votes  abstained and the number of non-votes:

                       Number of      Number of        Number of      Number of
Name                  Votes "For"  Votes "Against"  Votes "Abstain"  "Non-Votes"
--------------------  -----------  ---------------  ---------------  -----------
Yvonne E. Wong
 Chester               15,755,298                0              800    3,174,063
--------------------  -----------  ---------------  ---------------  -----------

Silvano A. DiGenova    15,755,298                0              800    3,174,063
--------------------  -----------  ---------------  ---------------  -----------

Carl J. Fusco          15,755,298                0              800    3,174,063
--------------------  -----------  ---------------  ---------------  -----------

Stephen J. Gehringer   15,755,298                0              800    3,174,063
--------------------  -----------  ---------------  ---------------  -----------

Michael R. Haynes Sr.  15,755,298                0              800    3,174,063
--------------------- -----------  ---------------  ---------------  -----------

(2)     The  second  proposal  up for consideration involved the adoption of the
Tangible  Asset Galleries, Inc. 2000 Omnibus Stock Option Plan.  Set forth below
are  the  number of votes for, against, abstain and non-votes for this proposal:

Number of       Number of        Number of      Number of
Votes "For"  Votes "Against"  Votes "Abstain"  "Non-Votes"
-----------  ---------------  ---------------  -----------
15,551,435            30,800                0    3,174,063
-----------  ---------------  ---------------  -----------

(3)     Proposal  Three involved ratifying the appointment of BDO Seidman LLP as
independent  auditors  of  the  Company  for the fiscal year ending December 31,
2000.  Set  forth  below  are  the  number  of  votes  for, against, abstain and
non-votes  for  this  proposal:

Number of       Number of        Number of      Number of
Votes "For"  Votes "Against"  Votes "Abstain"  "Non-Votes"
-----------  ---------------  ---------------  -----------
15,581,235               200              800    3,174,063
-----------  ---------------  ---------------  -----------

As  a majority of the shareholders attending the meeting, either in person or by
proxy,  voted  in favor of the above proposals, the proposals were duly approved
and  authorized  by  the  shareholders  of  the  Company.

Refer to Item 8 for a discussion of changes in and disagreement with accountants
on  accounting  and  financial  disclosures.

                                    Page 14
<PAGE>

                                     PART II

ITEM  5  -  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  following  table  sets  forth the high and low bid prices for shares of the
Company  Common  Stock  for the periods noted, as reported by the National Daily
Quotation Service and the NASDAQ Bulletin Board. Quotations reflect inter-dealer
prices,  without  retail  mark-up, mark-down or commission and may not represent
actual  transactions.  The  Company's  Common  Stock  was  listed  on the NASDAQ
Over-the-Counter  Bulletin  Board  on  August  10, 1998 under the trading symbol
ASLR. However, the Company's Common Stock did not begin trading until subsequent
to  its  acquisition  of Tangible, whereas on May 18, 1999, the Company's Common
Stock  trading  symbol  was  changed  to  TAGZ.

                             Closing Prices
                              -----------
                                  2000
                              -----------
                              High    Low
                              -----  -----
Quarter Ended :
March 31                     $2.375 $0.500
June 30                       2.000  0.500
September 30                  0.812  0.281
December 31                   0.594  0.125

                                  1999
                              -----------
                              High    Low
                              -----  -----
Quarter Ended :
March 31                      n/a    n/a
June 30 (5/18/99 to 6/30/99) $7.380 $3.250
September 30                  6.250  1.250
December 31                   3.000  1.250



NUMBER OF SHAREHOLDERS

The number of beneficial holders of record of the Common Stock of the company as
of  the  close  of  business  on  April  30, 2001 was 50.  Of the 2,013,069 free
trading  shares  of  the  Company's  Common  Stock  not subject to restrictions,
1,141,519  were  held  in  "street  name"  and  consequently  reflect  numerous
additional  beneficial  owners.

DIVIDEND POLICY

To  date,  the  Company  has declared no cash dividends on its Common Stock, and
does  not expect to pay cash dividends in the near term.  The Company intends to
retain  future earnings, if any, to provide funds for operation of its business.

RECENT SALES OF UNREGISTERED SECURITIES

On  January  28,  2000, the Company issued 201,861 shares of "restricted" Common
Stock  in  exchange  for  100% of the outstanding common shares of Gehringer and
Kellar,  Inc.  d.b.a.  Keystone Coin & Stamp Exchange pursuant to an acquisition
agreement  dated December 30, 1999. The issuance was an isolated transaction not
involving a public offering conducted pursuant to Section 4(2) of the Securities
Act  of  1933.

                                    Page 15
<PAGE>

On  April 4, 2000, the Company issued 30,000 shares of "restricted" Common Stock
to  an accredited unrelated third party in consideration for consulting services
rendered  and  valued  at  $15,000. The issuance was an isolated transaction not
involving a public offering conducted pursuant to Section 4(2) of the Securities
Act  of  1933.

The  Company  issued  shares  of "restricted" Common Stock to an unrelated third
party  in consideration for consulting services rendered on dates and in amounts
as follows: May 1, 2000, 2,000 shares valued at $2,172; May 15, 2000, 417 shares
valued  at  $453;  June  21,  2000,  666 shares valued at $501; October 2, 2000,
10,000  shares  valued  at  $4,374. The issuances were isolated transactions not
involving a public offering conducted pursuant to Section 4(2) of the Securities
Act  of  1933.

On  August  8,  2000,  the  Company issued 140,000 shares of "restricted" Common
Stock  to  Carl Fusco, an accredited unrelated third party at the time of issue,
for  cash  equal  to  $70,000.  The  issuance  was  an  isolated transaction not
involving a public offering conducted pursuant to Section 4(2) of the Securities
Act  of  1933.

On  September 11, 2000, the Company issued 200,000 shares of "restricted" Common
Stock  to  an  accredited  unrelated third party in consideration for consulting
services  rendered  and  valued  at  $75,000.  The  issuance  was  an  isolated
transaction  not  involving a public offering conducted pursuant to Section 4(2)
of  the  Securities  Act  of  1933.


                                    Page 16
<PAGE>
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

CAUTIONARY  STATEMENTS:

This  Annual  Report  on Form 10-KSB contains certain forward-looking statements
within  the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of  the  Securities  Exchange  Act  of  1934.  The  Company  intends  that  such
forward-looking  statements  be  subject  to  the  safe  harbors created by such
statutes.  The  forward-looking  statements included herein are based on current
expectations  that involve a number of risks and uncertainties.  Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the  financial  condition,  operating  results,  business prospects or any other
aspect  of  the  Company,  please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that  projected  or estimated by the Company in forward-looking statements.  The
differences  may be caused by a variety of factors, including but not limited to
adverse  economic  conditions, intense competition, including intensification of
price  competition  and  entry of new competitors and products, adverse federal,
state  and local government regulation, inadequate capital, unexpected costs and
operating  deficits,  increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to  them  by  the  Company,  termination  of  contracts,  loss  of  supplies,
technological  obsolescence  of  the Company's products, technical problems with
the Company's products, price increases for supplies, inability to raise prices,
failure  to  obtain  new  customers,  litigation  and administrative proceedings
involving the Company, the possible acquisition of new businesses that result in
operating  losses  or  that  do  not  perform  as  anticipated,  resulting  in
unanticipated  losses,  the possible fluctuation and volatility of the Company's
operating results, financial condition and stock price, inability of the Company
to  continue  as  a  going  concern,  losses incurred in litigating and settling
cases, adverse publicity and news coverage, inability to carry out marketing and
sales  plans,  loss  or retirement of key executives, changes in interest rates,
inflationary  factors  and  other  specific risks that may be alluded to in this
Annual  Report  or  in  other  reports  issued by the Company.  In addition, the
business  and  operations  of  the Company are subject to substantial risks that
increase  the  uncertainty  inherent  in  the  forward-looking  statements.  The
inclusion  of  forward-looking  statements  in  this Annual Report should not be
regarded  as  a  representation  by  the  Company  or  any other person that the
objectives  or  plans  of  the  Company  will  be  achieved.

The following discussion should be read in conjunction with, and is qualified in
its entirety by, the Consolidated Financial Statements and related notes thereto
included  elsewhere  herein. Historical results of operations, percentage margin
fluctuations  and  any trends that may be inferred from the discussion below are
not  necessarily  indicative  of  the  operating  results for any future period.

                                    Page 17
<PAGE>

RESULTS  OF  OPERATIONS

The  following  table  sets  forth  the periods indicated, the percentage of net
revenue  represented  by  each  item in the Company's consolidated statements of
operations.

                                         Year Ended December 31,
                                                2000    1999
                                               ------  ------
Net sales                                      100.0%  100.0%

Cost of sales                                   84.1%   81.5%
                                               ------  ------

Gross profit                                    15.9%   18.5%

Selling, general and administrative expenses    18.4%   19.0%
                                               ------  ------

Income (loss) from operations                   -2.5%   -0.5%
Other income (expense)                          -3.0%   -1.7%
                                               ------  ------

Loss before provision for taxes                 -5.5%   -2.2%

Income taxes                                     0.1%    0.1%
                                               ------  ------

Net loss                                        -5.6%   -2.3%
                                               ======  ======


FOR  THE  YEARS  ENDED  DECEMBER  31,  2000  AND  1999

The  Company  recorded  a  net  loss  for  the  year  ended December 31, 2000 of
$1,629,850 or $.09 per share on both a basic and fully diluted basis as compared
to  a  net  loss of $473,618 or $.03 per share on both a basic and fully diluted
basis for the year ended December 31, 1999. The decrease in profitability in the
year  ended  December  31,  2000  was  primarily  a  result of lower margins and
increased  operating  costs  as  a  public  company.

NET  SALES

The  table  below  sets  forth  the  primary  sources  of  sales of the Company:


                              For the years ended December 31,
                                 2000              1999
                            ------------------------------------
Net sales
  Coins- wholesale          $19,356,488   66%  $15,238,520   74%
  Coins- retail               8,519,773   29%    4,373,799   21%
  Fine and decorative arts    1,649,878    5%    1,047,027    5%
                            ------------------------------------
Total net sales             $29,526,139  100%  $20,659,346  100%
                            ====================================

The  Company recorded sales of $29,526,139 for the year ended December 31, 2000,
up  $8,866,793,  or  43%,  over the sales of the prior year of $20,659,346. This
increase  is attributed solely to the consolidation of the results of operations
of  Gehringer  &  Kellar,  Inc., acquired on December 31, 1999. This acquisition
contributed  $10,862,645  in  net  sales  to  the  consolidated net sales of the
Company for the year ended December 31, 2000.  While the Company and Gehringer &
Kellar are, in general, participating in the same market as the Company, because
the  market  is  so  fragmented  and  diversified,  there  was  very  little
cannibalization  of  sales  of  the  Company  as  a result of the acquisition of
Gehringer  &  Kellar.

                                    Page 18
<PAGE>

COST  OF  SALES

Cost  of  sales for the Company increased from $16,828,352, or 81% of net sales,
to  $24,822,121, or 84% of net sales, an increase of $7,993,769, or 48%, for the
years  ended  December  31,  1999 and 2000, respectively. By comparison, the net
sales  increased  from $20,659,346 to $29,526,139, an increase of $8,866,793, or
43%,  for  the  years  ended December 31, 1999 and 2000, respectively. The lower
margins  were  attributable primarily to (a) slightly lower retail prices in the
rare coin markets, thereby reducing the margins the Company experienced in prior
years  and  (b)  the  margins  for  Gehringer  &  Kellar,  Inc., a consolidating
subsidiary  not  owned  by  the  Company in the year ended December 31, 1999 but
consolidated  in the results for the year ended December 31, 2000, generally has
lower margins than the Company. When the lower margins of Gehringer & Kellar are
blended  into  the higher margins of the Company by consolidation, the resulting
percentage  of  cost  of  sales  as  a  percentage  of  sales  is  lower.

GROSS  PROFIT

Gross  profit  increased  $873,024,  or  23%, from $3,830,994 for the year ended
December  31,  1999  to  $4,704,018  for  the  year  ended  December  31,  2000.
Notwithstanding this increase in gross profit, sales grew from December 31, 1999
to  December  31,  2000  by 43% while gross profit increased by 23%, while gross
profit  measured  as  a  percentage of sales decreased from 19% of sales for the
year  ended  December  31,  1999 to 16% of sales for the year ended December 31,
2000.  This  decrease in gross profit as a percentage of sales from 1999 to 2000
is  primarily  related  to (i) slightly lower prices for rare coins and (ii) the
lower  contribution  margin of Gehringer & Kellar, Inc., acquired as of December
30,  1999  and  consolidated  into  the results of operations for the year ended
December 31, 2000 but not consolidated in the results of operations for the year
ended  December  31,  1999.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

The  Company recorded selling, general and administrative expenses of $5,435,289
for  the  year  ended December 31, 2000, an increase of $1,514,640, or 39%, over
the same accounts for the year ended December 31, 1999, while sales for the same
periods  increased  43%.  When  compared  to  sales,  the  selling,  general and
administrative expenses were decreased 1%, from 19% of sales to 18% of sales for
the  years  ended  December  31,  1999  and  2000,  respectively.  The increased
efficiency  in  these  expenses  was less than what was expected since legal and
accounting  costs  of  becoming  and  maintaining  of  a  public  company  were
significantly  higher  than  what  was  anticipated.  In  addition,  the Company
incurred  significant  legal  and  accounting  expenses  during  the  year ended
December  31,  2000  relating  to  an  acquisition  that  did  not  materialize.

OTHER  INCOME  AN  EXPENSES

For  the  year  ended  December  31, 2000, other income and expense increased to
$877,922  from  $368,963  for  the year ended December 31, 1999. The increase is
almost  exclusively  as  a  result  of  the  increase  in interest expense which
increased  from  $338,006  to $880,961 for the years ended December 31, 1999 and
2000,  respectively.

PROVISION  FOR  INCOME  TAXES

Although  the  Company  had a net loss in both the years ended December 31, 2000
and 1999, the provision for income tax was $20,657 and $15,000, respectively due
to  state  and  local  taxes  and  other  minimum  taxes. For federal income tax
purposes, the Company has a net operating loss carryforward of $2,177,000, which
is available to offset future taxable income through 2020.  The Company also has
a  net  operating  loss carryforward of $1,018,000, which is available to offset
taxable  income  for  state  purposes  through  2005.

                                    Page 19
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  decreased  $76,260 at December 31, 2000 from $81,882 at December 31, 1999.
Working  capital decreased from $3,987,165 at December 31, 1999 to $2,411,545 at
December  31,  2000,  a decrease of $1,575,620. This decrease in working capital
was  primarily  a result of the increases of debt to related parties, borrowings
under  a note payable and increases in accounts payable to fund the current year
net  loss  of  the Company. Current assets increased from $7,616,583 on December
31,  1999  to $8,856,407 at December 31, 2000, an increase of $1,239,824 or 16%.
This  increase  is  primarily due to the increase in inventory of $1,471,426 for
the  year ended December 31, 2000. Current liabilities increased from $3,629,418
to  $6,444,862  at  December 31, 1999 and 2000, respectively, as a result of the
increase  in  borrowings  under  a  note  payable.

Operations  for  the  year  ended December 31, 2000 required cash of $2,191,627,
primarily  consisting  of  the  net  loss and the increase in inventory for such
year.  Operations  for  the  year  ended  December  31,  1999  required  cash of
$2,118,360  primarily reflecting the net loss and the increases in inventory and
receivables and a reduction of accounts payable, for a net increase for the year
ended December 31, 2000 over the year ended December 31, 1999 of $73,267. During
the  years  ended  December  31, 1999 and 2000, non-cash operating expenses were
$245,081  and  $361,399,  respectively.  Property and equipment purchased in the
year  ended  December  31,  2000 were in the aggregate $174,922 and for the year
ended  December  31,  1999  such  purchases  were  in  the aggregate $85,268, an
increase  of  $89,654  primarily  due  to  the increase in computer hardware and
software  and improvements to the Company's facilities. Financing activities for
the year ended December 31, 2000 provided $2,334,048 in funds for operations and
asset  purchases,  and for the year ended December 31, 1999 financing activities
provided  $2,265,865  for operations and asset purchases, an increase in funding
of  $68,183.

FINANCING  ACTIVITIES

In  September  1999,  the  Company executed a loan and security agreement with a
bank  for  a revolving credit agreement with a limit of up to $2,000,000, with a
rate  of  interest  at the prime rate plus 1.50%, which is collateralized by the
Company's  assets  and  a  personal  guarantee  of  the  Company's president and
principal  stockholder.  On  October  31,  2000,  the  Company  renegotiated the
revolving  credit  agreement,  lowering  the  principal  amount  to  $1,840,000,
changing  the interest rate to the prime rate plus 2.5%, with principal payments
of  $50,000  per  month until February 2001 at which time the principal payments
increased  to $75,000 per month, and payment of the outstanding balance at April
28, 2001. The outstanding balance of the line of credit at December 31, 2000 was
$1,790,000.  On April 28, 2001, the Company executed a Change in Terms Agreement
with  the lending bank that changed the due date and principal payment schedule,
providing  for  a  principal  payment of $100,000 on April 30, 2001, a principal
payment  of $400,000 on May 31, 2001, with the remaining balance due on June 29,
2001  of  $1,040,000.  The  Company  is engaged in continuing dialogue with this
bank  to  modify this repayment structure.  The Company intends to utilize funds
obtained  through  the  contemplated merger with H-I to significantly reduce the
principal  obligation.

The  Company  will  need  to seek a replacement lender to finance the short term
liquidity needs of the Company's operations.  There can be no assurance that the
Company  will  locate  a  lender  to  provide funding on terms acceptable to the
Company.

On  November 16, 2000, the Company, through its wholly owned subsidiary Tangible
Collectibles,  Inc.  executed a convertible loan and security agreement in favor
of  National  Recovery Limited Partnership ("NRLP") in the amount of $1,000,000,
payable  on  demand  at  an  annual  interest  rate of 13.5% (payable monthly in
arrears),  with  origination  fees of 1.5% of the original principal amount, and
secured  by  the  inventories  of  TCI  and  guarantees from the Company and the
Company's  principal  stockholder  and  chief  executive  officer.  The  loan is
convertible,  at  any  time  and  at the sole option of NRLP, into the Company's
common shares in two blocks of $500,000.  The first $500,000 is convertible into
666,666  common  shares  and  the remaining $500,000 is convertible into 500,000
common  shares.  The  agreement  provides for additional compensation to NRLP in
the  form  of  profit  sharing  calculated  as 25% of TCI's income before income
taxes,  as  defined.  NRLP  also received warrants to purchase 250,000 shares of
common stock of the Company at a price of $0.375 per share with an expiration of
three  years  from  the  date  of  issue.  See  Related  Party  Transactions.

                                    Page 20
<PAGE>

As  of  December 31, 2000, the Company executed a note and security agreement in
favor  of the Company's principal stockholder and chief executive officer in the
amount  of  $1,400,000  to  replace  a  note payable of the same amount and also
payable to the Company's principal stockholder with an original interest rate of
9%  and  convertible to common stock at $1.00 per share. The note has a maturity
date  of  June  30,  2002,  bears  interest  at  9.5%  annual  for three months,
increasing  to  12.5%  annually  for  the duration of the note (interest payable
monthly in arrears) and is convertible into common stock of the Company at $0.22
per  share.

As  of  December 31, 2000, the Company executed a note and security agreement in
favor  of the principal stockholder and chief executive officer in the amount of
$959,440  to  replace  a note payable of the same amount and also payable to the
Company's  principal stockholder. The note has a maturity date of June 30, 2002,
and bears interest at 9.5% annual for three months, increasing to 12.5% annually
for  the  duration  of  the  note  (payable  monthly  in  arrears).

The  Company  relies  on short term debt to provide adequate working capital for
the  Company's  business,  However,  there can be no assurances that the Company
will be able to secure adequate working capital financing or any other financing
suitable  for  the purposes of the Company at prices which the Company will deem
to  be  acceptable  to  the  Company.

The  Company  has incurred losses since July 1999 and the line of credit expires
in  June  2001.  In addition, the Company is dependent on substantial short term
and  due  on  demand  financing from various vendors, related parties and retail
customers.  In order to fund present and future operations, the Company needs to
secure  a  new  line  of  credit, secure long term financing or raise additional
funds  through  private  equity  or  debt  placements.  While  the  Company  has
initiated  plans  to  return to profitability and to secure additional financing
and/or  to  raise  additional  capital, there are no assurances that the Company
will be successful in completing these critical tasks.  If the Company is unable
to  successfully  complete  these critical tasks, it may be forced to reduce its
operations and/or liquidate inventory at amounts below current carrying value to
generate  the  necessary  working  capital  to  fund  its  operations.

EFFECT  OF  NEW  ACCOUNTING  PRONOUNCEMENTS

In June 2000, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  138 "Accounting for Certain
Derivative  Instruments  and  Certain Hedging Activities," which amends SFAS No.
133,  "Accounting  for Derivative Instruments and Hedging Activities."  SFAS No.
133  was  previously  amended  by  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities  -  Deferral of the Effective Date of FASB
Statement  No. 133," which deferred the effective date of SFAS No. 133 to fiscal
years commencing after June 15, 2000.  The Company currently does not engage in,
nor  does  it  expect  to  engage  in,  derivative  or  hedging  activities and,
accordingly, the Company anticipates there will be no impact to its consolidated
financial  statements.

Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition", summarizes the
Securities  and  Exchange  Commission's  views  on  applying  generally accepted
accounting  principles  to  revenue  recognition  in  financial  statements.
Significant  views  addressed  relate to shipping terms, customer acceptance and
bundled service contracts.  Implementation is effective for the first quarter of
fiscal 2001.  The Company believes that its current revenue recognition policies
comply  with  SAB  No.  101.

In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"), "Accounting for
Certain  Transactions  Involving  Stock  Compensation,"  which addresses certain
accounting  issues  that  arose  under  the  previously  established  accounting
principles  relating  to  stock-based  compensation.  The  adoption  of  this
interpretation  did  not  have  a  material  effect  on  the Company's financial
position  or  results  of  operations.

                                    Page 21
<PAGE>

RISK  FACTORS

OUR BUSINESS OF SELLING PREMIUM COLLECTIBLES IS HIGHLY COMPETITIVE.

The business of selling coins, works of art and other collectibles to retail and
wholesale  consumers  and  at  auction is highly competitive.  We compete with a
number  of  comparably sized, smaller firms, as well as a number of larger firms
throughout  the United States.  Our competitors include (without limitation) the
following:  Heritage  Rare  Coin,  a  large  scale  coin  firm in Dallas, Texas;
National  Gold  Exchange,  a  large wholesale coin and bullion seller located in
Tampa,  Florida;  Superior  Stamp  &  Coin,  a medium sized coin firm in Beverly
Hills,  California;  Spectrum,  medium  sized coin wholesaler located in Newport
Beach,  California;  Collectors  Universe,  Inc., a publicly traded company; and
U.S.  Coins,  a  medium  sized coin wholesaler located in Houston, Texas.  These
competitors  have  the  ability  to  attract  customers  as  a  result  of their
reputation  and  the  quality  collectibles  they  obtain through their industry
connections.  Additionally,  other  reputable  companies  that  sell  or auction
collectible  coins  and  artwork may decide to enter our markets to compete with
us.  These  companies  have  greater name recognition and have greater financial
and  marketing  recourses than we do.  If these auction companies are successful
in  entering  the  specialized  market  for  premium  collectibles  in  which we
participate  or  if dealers and sellers participate less in our auctions, we may
attract  fewer buyers and our business could be harmed due to decreased revenue.

MARKET CONDITIONS AFFECT THE AMOUNT SPENT ON RARE COINS, DECORATIVE ARTS AND
PREMIUM COLLECTIBLES.

A  decline  in  consumer  spending could harm our business. Sales of rare coins,
fine  and  decorative  art  and  collectibles  depend  on discretionary consumer
spending  and  are  affected  by  general market conditions. Many factors affect
discretionary  consumer  spending,  including  the  unemployment  rate, business
conditions,  interest  rates,  inflation and tax rates. Spending on the types of
luxury  items  that we typically auction are impacted by these factors more than
sales  of  consumer  products  in  general.

Some  of  the  market conditions that could cause the dollar volume spent in our
auctions  to  decrease  include  the  following:

-     fewer  works  of  art  offered  for  sale;
-     decline  in  the  prices  buyers  are  willing  to  pay;  and
-     shifts  in  consumer  trends.

As  buyers'  tastes change and economic conditions fluctuate, the supply, demand
and  dollar  volume  of  fine  and  decorative  art and collectibles sales could
decrease,  which could have a material adverse effect on our business, operating
results  and  financial  condition.

A DECLINE IN THE POPULARITY OF RARE COINS AND ARTWORK COULD AFFECT OUR BUSINESS
MATERIALLY AND ADVERSELY.

The  popularity  of  rare-coins  and artwork may vary over time due to perceived
scarcity,  subjective  value,  general consumer trends, changes in the prices of
precious metals, interest rates and other general economic conditions. We derive
a  significant  portion  of  our  revenues  from fees paid by collectors for our
appraisal  and  related  services,  commissions  paid  to  us  on  the  sale  of
collectibles in our auctions and sales of collectibles from our own inventory. A
decline  in popularity of rare-coins and artwork, and of collectibles generally,
likely  would  cause  a  decrease  in  the  number of items that we are asked to
appraise and the number of transactions in our auctions and fewer sales from our
inventory,  which  would  reduce  our  revenue  and  harm  our  business.

TEMPORARY  POPULARITY  OF CERTAIN COINS AND ARTWORK AND OTHER COLLECTIBLES COULD
CAUSE  OUR  REVENUES  TO  FLUCTUATE.

Temporary consumer popularity or "fads" among collectors temporarily may inflate
the  volume of collectibles that we appraise, auction and sell. These trends may
result  in significant fluctuations in our operating results from one quarter to
the next. Any decline in the popularity of the collectibles we appraise, auction
and sell as a result of changes in consumer trends could harm our business.  See
"  -  Our  quarterly operating results may vary, which may cause volatility or a
decline  in  the  price  of  our  Common  Stock."

                                    Page 22
<PAGE>

OUR  SUCCESS  DEPENDS  ON OUR MANAGEMENT TEAM AND OTHER KEY PERSONNEL, INCLUDING
PERSONS  WHO HAVE ONLY RECENTLY STARTED WORKING TOGETHER IN OUR RAPIDLY EVOLVING
INDUSTRY.

Our  success  and  future  performance  depends on the continued services of our
senior  management  and  other  key  personnel,  including persons who have only
recently started working together in the rapidly evolving collectibles industry.
The  loss of the services of any of our senior management or other key personnel
could  harm  our business.  Some of our executive officers and key employees are
experts  in  the  market  for  premium  collectibles  and  have  reputations for
purchasing  and  appraising collectibles and for preparing auctions that will be
attractive to buyers of premium collectibles. In particular, the services of our
Chief  Executive  Officer Silvano DiGenova and President Michael Haynes would be
difficult  to  replace. Although our executive management team has experience in
operating  businesses  engaged  in  the  sale  of  rare  coins and other premium
collectibles,  due  to the changing nature of our industry, it is more difficult
to  assess  and evaluate management in our evolving industry than it is in other
industries.

OUR  QUARTERLY  OPERATING  RESULTS  MAY  VARY,  WHICH  MAY CAUSE VOLATILITY OR A
DECLINE  IN  THE  PRICE  OF  OUR  COMMON  STOCK.

Our  revenue, expenses and operating results may vary significantly from quarter
to  quarter  due  to  a  number of factors, not all of which are in our control.
These  factors  include  (without  limitation):

-     the  supply  and  demand  of  rare coins in wholesale and retails markets;
-     consumer  trends  affecting  the  popularity  of  coins, artwork and other
      collectibles  that  we  auction  and  sell  from  time  to  time;
-     fluctuations  in  the  price  of  precious  metals;
-     our  success in expanding our retail sales of rare coins and collectibles;
-     personnel  changes;
-     our  inability  to  maintain  customer  satisfaction;
-     the  size  and  timing  of capital expenditures and other costs associated
      with  the  expansion  of  our  business  and  infrastructure;
-     our  inability  to  resell  our inventory of rare coins, artwork and other
      collectibles  in  a  timely  manner;
-     price  competition  or  changes  in  our  pricing policies or those of our
      competitors  and  pricing  changes  in  our  industries;
-     our  inability  to  maintain  gross  margins;
-     the  availability  and  cost  of  financing  to  continue and complete our
      expansion  and  the  development  of  our  on-line  business;
-     our  success  in  expanding  our  sales  and  distribution  channels.

Additional  factors  that  may  affect our quarterly operating results generally
include  technical  difficulties  or  network  downtime  and  general  economic
conditions  and  economic  conditions  specific  to  our  industries.

OUR  OPERATING  RESULTS  ARE  SENSITIVE PARTICULARLY TO FLUCTUATIONS IN REVENUE.

Because  we  will  rely  on  revenue  forecasts when committing to a significant
portion  of  our future expenditures, we may be unable to adjust our spending in
the  event  of  revenue  shortfalls.  Consequently, such shortfalls could affect
materially  and  adversely  our  business,  financial  condition  and  operating
results.  We  also  plan on increasing our operating expenditures to finance the
cost  of  our  expansion  and to fund our expanding sales and marketing efforts,
general  and administrative activities and to strengthen our infrastructure.  To
the extent that these expenses are not accompanied by a commensurate increase in
revenue,  our  quarterly  results  could  fluctuate significantly in the future.

                                    Page 23
<PAGE>

DUE  TO  THE  FACTORS NOTED ABOVE AND THE OTHER RISKS DISCUSSED IN THIS SECTION,
YOU  SHOULD  NOT  RELY ON PERIOD-TO-PERIOD COMPARISONS OF OUR OPERATING RESULTS.

Quarterly results are not necessarily meaningful and you should not rely on them
as  an  indication  of  future  performance.  It is possible that in some future
periods  our  operating  results  may be below the expectations of public market
analysts  and  investors.  In  that case, the price of our Common Stock may fall
substantially.


OUR  INABILITY TO MANAGE GROWTH EFFECTIVELY COULD AFFECT OUR BUSINESS MATERIALLY
AND  ADVERSELY.

Tangible is experiencing a significant period of growth and increased personnel,
marketing  and  acquisition  related  costs,  and  we  anticipate  that  further
expansion  will be required to address potential growth in our customer base and
market opportunities.  This expansion has placed, and we expect it will continue
to  place,  a  significant  strain  on our management, operational and financial
resources.  Tangible's  ability to manage future increases, if any, in the scope
of its operations or personnel will depend on the expansion of its marketing and
sales,  management,  operational  and  financial  capabilities.  The  failure of
Tangible's  management to effectively manage the expansion of its business could
have a material adverse effect on Tangible's business, results of operations and
financial  condition.  To  manage  this  growth  we  must  do  the  following:
-     establish  and  develop  operational,  financial  and  management systems;
-     train,  manage  and  motivate  our  growing  employee  base;
-     hire  additional  technology  and  operations  personnel;  and
-     hire  additional  fine  art  and  other  specialists  and  appraisers.

We  may  be  unable  to complete the improvements to our systems, procedures and
controls  necessary  to  support  our  future  operations in a timely manner. In
addition,  we  may  be  unable  to attract or retain required personnel, and our
management  may  be  unable to develop an effective business strategy to support
our continued growth and expansion. Any failure to manage our growth effectively
would  have a material adverse effect on our business, results of operations and
financial  condition.

If  additional  appropriate  opportunities present themselves, we also intend to
acquire businesses, technologies, services or products that we believe will help
us  develop  and  expand  our  business.  The process of integrating an acquired
business,  technology,  service  or product may result in operating difficulties
and expenditures that we cannot anticipate and may absorb significant management
attention  that  would  otherwise  be  available  for further development of our
existing  business.  Moreover,  the  anticipated benefits of any acquisition may
not  be  realized.  Any  future  acquisition  of other businesses, technologies,
services  or  products  might  require  us  to  obtain additional equity or debt
financing,  which might not be available to us on favorable terms or at all, and
might  dilute  the interests of our existing stockholders.  Additionally, we may
be  unable to identify, negotiate or finance successfully future acquisitions or
to  integrate  acquisitions  with  our  current  business.

FROM  TIME  TO  TIME,  WE  MAY  DEPEND  ON A SMALL NUMBER OF KEY CUSTOMERS FOR A
SUBSTANTIAL  PORTION  OF  OUR  REVENUE.

Although no single customer represents more than 10% of our net sales, at times,
we  may  depend  on a small number of key customers for a substantial portion of
our  sales  and revenue. The loss of any such key customer could have a material
adverse  effect  on  our  business.

WE  MAY  INCUR  LOSSES  AS  A  RESULT  OF  ACCUMULATING  INVENTORY.

In  addition  to  auctioning  premium collectibles on consignment, a substantial
portion  of  the aggregate sales price of rare coins, artworks and other premium
collectibles  that  we  sell  are  from  our  own  inventory.  We purchase these
collectibles  from  dealers  and  collectors  and assume the inventory and price
risks  of  these  items  until  they  are sold.  If we were unable to resell the
collectibles  that  we purchase when we want or need to, or at prices sufficient
to generate a profit on their resale, or if the market value of our inventory of
purchased  collectibles  were to decline, our revenue could decline, which could
have  a material adverse effect on our business, operating results and financial
condition.

                                    Page 24
<PAGE>

THE  SUPPLY  OF  COLLECTIBLES  IS  LIMITED  AND  OUR INABILITY TO OBTAIN PREMIUM
COLLECTIBLES  FOR RESALE AND FOR SALE AT AUCTIONS COULD MATERIALLY AND ADVERSELY
AFFECT  OUR  BUSINESS.

Our  business depends substantially on our ability to obtain rare coins, artwork
and  other  premium  collectibles for appraisal, sale and auction.  We depend on
the  availability  of premium collectibles through dealers and collectibles, and
we  can  provide no assurance that collectibles will continue to be available as
before.  Although  we deal with numerous dealers and collectors from whom we are
able  to  obtain  collectibles  for  resale and for our auctions, only a limited
number  of  dealers  exist  with the capacity to supply premium collectibles for
resale  and  auction  on  a  regular  basis.  A change in our relationships with
suppliers  or  dealers  could impact negatively our ability to obtain, resell or
auction  premium  collectibles  in the quantities and at the times we desire.  A
shortage  in  the  supply  of  collectibles  could impair our ability to attract
customers,  which  would  harm  our  business,  operating  results and financial
condition.

OUR  AUCTION  OPERATIONS  MAY  NEVER  BECOME  PROFITABLE.

Our  future  operating  results  also  depend  on  the  success  of  our auction
operations  and  the  amount  of  resources  that  we will need to devote to the
development  of  our Internet website.  Our auction operations currently are not
profitable.  We will need to achieve significant growth in our Internet business
in  order  for our auction operations to become profitable.  We are in the early
stages  of  development  of  several new portions of our website that will offer
content  and  auctions  for  collectibles  that may have a lower average selling
price  than  many  of  the  collectibles  in  the  markets  we  currently serve.
Continued  development  of  our website will require significant resources.  The
planned  expansion  of  our  website  may not result in increased revenue, which
could  increase  losses  and  harm  our  business.

OUR  OPERATING  RESULTS  COULD  BE  HARMED  IF  WE  EXPERIENCE  AN  INCREASE  IN
RESCISSIONS  OF  SALES.

Our  operating  results  could suffer if we experience a significant increase in
the  number of sales that are rescinded due to questions about title, provenance
or authenticity of an item. We warrant the title, provenance and authenticity of
each  item  that we sell, including items sold at auction. If the buyer believes
that  any  of  these  characteristics  is  in doubt, he or she must notify us in
writing  within a certain number of days after the date of sale of the property.
If  we cannot substantiate the questioned characteristics, the buyer may rescind
his  or  her purchase and we will refund the price paid at auction to the buyer.
When  a  purchase is rescinded, the seller is required to refund the hammer (the
price  for  which  an  item  sells) less sellers' commissions and other sellers'
fees.

ITEM  7  -  FINANCIAL  STATEMENTS

The  consolidated  financial statements and corresponding notes to the financial
statements  called  for by this item appear under the caption Index to Financial
Statements  (Page  F-1  hereof).

ITEM  8  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

As  of December 21, 1999 Barry L. Friedman, PC, Certified Public Accountants and
Goldenberg  Rosenthal,  LLP  were  terminated  as the independent accountants of
Registrant  and  it's  predecessor, TIA respectively. The Company had elected to
locate  and  engage  a  national  certified  public accounting firm to audit its
financial  statements  on  an ongoing basis. There were no disagreements between
management  and  its  former  accountants  of  the  type  that is required to be
reported under this Item 8. As of the same date the firm of BDO Seidman, LLP was
engaged  as  the  independent  accountant  for  the  Registrant.

                                    Page 25
<PAGE>

On March 27, 2001, BDO Seidman, LLP resigned as the Company's independent public
accountant  as  described in the Company's Current Report on Form 8-K filed with
the  Commission  on  April 2, 2001.  The audit report of BDO Seidman, LLP on the
consolidated  financial  statements  of the Company as of and for the year ended
December 31, 1999, did not contain any adverse opinion or disclaimer of opinion,
nor  were they qualified or modified as to audit scope or accounting principles.

The decision to change accountants was not approved by the board of directors of
the  Company.

During the period of BDO Seidman, LLP's engagement and during the Company's most
recent  fiscal  year  and  any  subsequent  interim  period  preceding  their
resignation,  there  were  no  disagreements  with the former accountants on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or  procedure,  which  disagreements,  if  not  resolved to the
satisfaction of the former accountants, would have caused them to make reference
to  the  subject  matter  of  the disagreements in connection with their report.

In  their  letter of resignation, BDO Seidman LLP, stated that on March 23, 2001
they withdrew from the performance of their fieldwork procedures with respect to
their audit of the Company's consolidated financial statements as of and for the
year ended December 31, 2000, as they believed that the books and records of the
Company  were  not  in  an "auditable state" and would not be so in a reasonable
amount of time.  Management of the Company disagreed with BDO Seidman in regards
to  the  state  of  the  books  and  records.

On April 2, 2001, the Company engaged Haskell & White LLP as its new independent
accountants.  The  Company  did  not  consult  with  Haskell  & White LLP on any
matters  prior  to  their  retention.







                                    Page 26
<PAGE>

                                    PART III

ITEMS  9  -  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16  (A)  OF  THE  EXCHANGE  ACT

The  following  table sets forth the names and ages of the current directors and
executive officers of the Company, the principal officers and positions with the
Company  held  by  each  person  and  the  date such person became a director or
executive  officer  of  the  Company.  The executive officers of the Company are
elected  annually  by the Board of Directors. The directors serve one year terms
until  their  successors  are elected. The executive officers serve terms of one
year  or  until  their  death, resignation or removal by the Board of Directors.
There  are  no  family  relationships between any of the directors and executive
officers.  In  addition,  there  was no arrangement or understanding between any
executive officer and any other person pursuant to which any person was selected
as  an  executive  officer.

The  directors  and  executive  officers  of  the  Company  are  as  follows:

Name                       Age         Positions
--------------------------------------------------------------------------------

Silvano  DiGenova          38          Chief  Executive Officer, Chairman of the
                                       Board
Michael R. Haynes          49          President, Chief Operating Officer, Chief
                                       Financial  Officer,  Secretary,  Director

Stephen  J.  Gehringer     48          President  of  Keystone and Director

Carl  J.  Fusco            56          Director

Yvonne  E.  Wong  Chester  42          Director


SILVANO  A.  DIGENOVA,  is  currently  the Company's Chief Executive Officer and
Chairman  of  the  Company's  Board of Directors.  Mr. DiGenova founded Tangible
Investments  of  America,  what  would  later  become the Company, in 1977.  Mr.
DiGenova  is  a  recognized  leader  in  the numismatic and fine arts field.  In
1986,  Mr. DiGenova helped form the Professional Coin Grading Service, the first
widely  accepted  uniform  grading system for rare coins.  Mr. DiGenova has also
worked  with  several  very  noted museums, institutions and world class auction
houses,  including the San Francisco Mint Museum, the Philadelphia International
Coin  Museum,  Sotheby's,  and Christie's, functioning as an agent on appraisals
and  private  sales.  Mr.  DiGenova  is  on  the  Board  of  Directors  of  the
Professional  Numismatists Guild, a non-profit body overseeing coin and precious
metal  dealers.  Mr.  DiGenova  is also on the Board of Directors of ICTA, which
represents  all  tangibles  and  collectibles  dealers  in Washington, D.C.  Mr.
DiGenova  attended  the  Wharton  School  of  Business  at  the  University  of
Pennsylvania  for  four years.  However, Mr. DiGenova left Wharton in his fourth
year  to develop TIA, the Company's predecessor and did not obtain a degree from
Wharton.

                                    Page 27
<PAGE>

MICHAEL  R.  HAYNES,  is  currently  the  Company  's President, Chief Operating
Officer  and  Director.  Mr. Haynes joined the Company on September 6, 2000. Mr.
Haynes  brings over 25 years of experience in business growth and development of
fast  growing  companies including over 19 years experience in companies selling
collectibles  at  auction,  retail  and  wholesale  in  both  public and private
companies.  Prior  to  joining  the  Company and commencing in January 2000, Mr.
Haynes  was President and Chief Operating Officer of Gavelnet.com, Inc. Prior to
joining  Gavelnet.com,  Inc.,  Mr. Haynes was Executive Vice President and Chief
Operating  Officer  of Emiliani Enterprises, Inc., a privately held distribution
company  in  consumer  beauty  products.  In 1995, Mr. Haynes was Executive Vice
President and Chief Operating Officer of Advanced Technological Solutions, Inc.,
a  privately  held  company spun off from IBM. In 1993, Mr. Haynes was President
and  Chief  Financial  Officer  of  Greg Manning Auctions, Inc., a publicly held
company  in  auctions,  retail  and  wholesale of collectibles. He is one of the
co-founders  of  The  Industry  Council  for Tangible Assets, a Washington, D.C.
trade  association  for  dealers  and  auctioneers  of  tangible and collectible
assets,  and served on its board of directors from inception for nine years. Mr.
Haynes  holds  an  MBA  and  a  BSME from Southern Methodist University and is a
Certified  Public  Accountant  and  a  Certified  Financial  Planner.

STEPHEN  J.  GEHRINGER,  was  appointed  to  the Company's Board of Directors on
November  20,  2000.  Mr.  Gehringer is currently the President of the Company's
wholly  owned  subsidiary,  Gehringer & Kellar, Inc. d/b/a Keystone Coin & Stamp
Exchange  ("Keystone").  Mr.  Gehringer  brings over 25 years of experience as a
wholesaler  and  auctioneer of rare coins. Mr. Gehringer is a leading expert and
collector  of  Pairpoint  Puffy  Lamps  and  other  fine collectibles of the Art
Nouveau  period.  Mr.  Gehringer  founded  Keystone  in  1980.

CARL  J.  FUSCO,  was  appointed to the Company's Board of Directors on November
27,  2000.  Mr.  Fusco  is  currently  the  general partner of National Recovery
Limited  Partnership  ("NRLP").  NRLP,  formed in 1992, invests in, and, manages
performing  and  non-performing consumer finance and commercial loans. Mr. Fusco
has  over  25  years  experience  in the consumer finance industry. In 1991, Mr.
Fusco  was  appointed  the  President  and CEO of Yegen Associates, a nationwide
multi-service  finance  company  and remained in that role until the company was
sold in 1992. In 1976, Mr. Fusco founded First New England Financial Corporation
and  Yacht  Insurance  Specialists. Mr. Fusco was President of First New England
Financial  Corporation, the largest originator of yachts loans until 1991. Yacht
Insurance Specialist was sold in 1990. Mr. Fusco is an active member of National
Marine  Bankers  Association  having served on its board of directors and as its
vice-president. Mr. Fusco is considered a leading expert on marine financing and
has  authored  articles  that have appeared in national marine publications. Mr.
Fusco  holds  a  B.S.  degree  from  Sacred  Heart  University.

YVONNE  E.  WONG  CHESTER,  was appointed to the Company's Board of Directors on
November  27,  2000.  Ms. Chester has been an attorney specializing in corporate
and  securities law for the past eighteen years who, in October 2000, retired as
a  partner  of  the  Los  Angeles  based  firm  of Troy & Gould. Ms. Chester has
extensive  experience  in  public  offerings  including  her  involvement in the
offerings  of  America West Airlines and Mail Boxes Etc. Prior to joining Troy &
Gould in 1986, Ms. Chester was an associate at Mitchell, Silberberg & Knupp, Los
Angeles.  From  1982 to 1985 Ms. Chester was an associate at Rifkind & Sterling,
Incorporated,  Los  Angeles.  Ms.  Chester  is  the  co-author  of,  Chapter  5,
"Committees  of  the Board of Directors" in Advising and Defending Directors and
Officers,  California  Continuing  Education of the Bar (1998). Ms. Chester also
serves  as  a  member  of  the  Board  of  Trustees  of  the Foundation Fighting
Blindness,  Baltimore, Maryland. Ms. Chester holds a J.D. and a B.S. degree from
the  University  of  California,  Berkeley.


                                    Page 28
<PAGE>

ITEM  10  -  EXECUTIVE  COMPENSATION

In  December  29,  1999,  the  Company  entered  into employment agreements with
Stephen  J.  Gehringer and Kenneth J. Kellar who were two of the previous owners
of the Company's Keystone subsidiary and who are currently the president and the
vice-president  of  Keystone.  The  agreements  provide for base compensation of
$120,000  per  annum each and a profit sharing arrangement whereby each of these
officers will earn 25% of Keystone's income before amortization for goodwill and
income  taxes, as defined. The agreements commence on January 1, 2000 and expire
on  December  31,  2002.  In January 2001, both of the aforementioned employment
agreements  were amended to $150,000 annual compensation with an increase in the
profit  sharing  arrangement  for  each  to  40%  of  Keystone's  income  before
amortization  for  goodwill  and  income  taxes,  as defined. For the year ended
December  31,  2000,  Keystone  had  income  of  approximately  $394,000  before
amortization  for  goodwill,  income taxes and the effect of this profit sharing
arrangement.  As  a  result,  the  profit  sharing  component  of  the executive
compensation  aggregated  $197,000  for  the  year  ended  December  31,  2000.

On  September  6,  2000,  the  Company entered into an employment agreement with
Michael  R. Haynes whereby the Company will pay an annual salary of $169,000 and
bonus  arrangements  based  on  profitability  of  the  Company  and  market
capitalization  of  the  Company's  Common  Stock.

SUMMARY  COMPENSATION  TABLE

The  Summary  Compensation  Table  shows  certain  compensation  information for
services  rendered in all capacities for the years ended December 31, 2000, 1999
and  1998.  Other  than  as  set forth herein, no executive officer's salary and
bonus  exceeded  $100,000  in  any  of  the  applicable  years.  The  following
information includes the dollar value of base salaries, bonus awards, the number
of stock options granted and certain other compensation, if any, whether paid or
deferred.

<TABLE>
<CAPTION>



                                                                     Long Term Compensation
                                                                    ------------------------
                             Annual Compensation                        Awards     Payouts
                             -------------------                    ------------------------

                                                           Restricted   Securities
Name and                                    Other Annual      Stock     Underlying     LTIP      All Other
Principal                                   Compensation     Awards       Options    Payouts   Compensation
Position     Year  Salary ($)   Bonus ($)       ($)            ($)       SAR's (#)     ($)          ($)
-----------  ----  -----------  ---------  --------------  -----------  -----------  --------  -------------
<S>          <C>   <C>          <C>        <C>             <C>          <C>          <C>       <C>

Silvano
DiGenova
(CEO)        2000  $   281,410        -0-             -0-          -0-          -0-       -0-            -0-
             1999      250,000        -0-  $        5,875          -0-          -0-       -0-            -0-
             1998      250,000        -0-             -0-          -0-          -0-       -0-            -0-
Michael R.
Haynes
(President)  2000       54,015        -0-             -0-          -0-      300,000       -0-            -0-
             1999          n/a        n/a             n/a          n/a          n/a       n/a            n/a
             1998          n/a        n/a             n/a          n/a          n/a       n/a            n/a
</TABLE>


                                    Page 29
<PAGE>

                      OPTION/SAR GRANTS IN LAST FISCAL YEAR
                               (INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>




                          NUMBER OF       PERCENT OF TOTAL
                          SECURITIES        OPTIONS/SAR'S
                          UNDERLYING    GRANTED TO EMPLOYEES   EXERCISE OF
                        OPTIONS/SAR'S       IN YEAR ENDED       BASE PRICE
NAME                     GRANTED (#)      DECEMBER 31, 2000       ($/SH)     EXPIRATION DATE
----------------------  --------------  ---------------------  ------------  ---------------
<S>                     <C>             <C>                    <C>           <C>

Silvano DiGenova                   -0-            n/a              n/a             n/a
Michael R. Haynes              300,000            35%             0.4375         9/6/2003
Stephen J. Gehringer               -0-            n/a              n/a             n/a
Carl J. Fusco                  150,000            18%             0.4375         11/27/08
Yvonne E. Wong Chester          60,000            7%              0.4375         11/27/08

</TABLE>





<TABLE>
<CAPTION>


                            AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                       AND FY-END OPTION/SAR VALUES


                                                      NUMBER OF UNEXERCISED    VALUE OF UNEXERCISABLE IN-
                           SHARES                     SECURITIES UNDERLYING      THE-MONEY OPTIONS/SAR'S
                        ACQUIRED ON      VALUE       OPTIONS/SAR'S AT FY-END          AT FY-END ($)
NAME                    EXERCISE (#)  REALIZED ($)  EXERCISABLE/UNEXERSISABLE   EXERCISABLE/UNEXERCISABLE
----------------------------------------------------------------------------------------------------------
<S>                     <C>           <C>           <C>                        <C>
Silvano DiGenova        n/a           n/a                                 n/a                          n/a
Michael R. Haynes       n/a           n/a                      25,000/275,000               10,938/120,313
Stephen J. Gehringer    n/a           n/a                     250,000/500,000              375,000/750,000
Carl J. Fusco           n/a           n/a                       7,500/142,500                 3,281/62,343
Yvonne E. Wong Chester  n/a           n/a                        3,000/57,000                 1,312/24,937

</TABLE>

COMPENSATION OF DIRECTORS

The outside Directors of the Company receive no cash compensation but do receive
options to purchase the Common Stock of the Company that vest quarterly over a
three year period with strike prices equal to market value as of the date of
grant. Executives of the Company that also serve as Directors of the Company
receive no additional compensation for serving as Directors.

                                    Page 30
<PAGE>

ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 31, 2001, with respect to
each  person  who  is known by the Company to own beneficially 5% or more of the
Company's  outstanding  Common Stock, the number of shares and the percentage so
owned, as well as the beneficial ownership of Common Stock of the Company by the
directors, the executive officers of the Company and all directors and executive
officers  as  a  group.


                       Name and Address of     Common Stock    Percent
Title of Class          Beneficial Owner       Outstanding   Outstanding
------------------  -------------------------  ------------  ------------

Common Stock        Silvano DiGenova             15,506,000        82.68%
                    3444 Via Lido
                    Newport Beach, California

Common Stock        Michael R. Haynes1               50,000         0.27%
                    3444 Via Lido
                    Newport Beach, California

Common Stock        Stephen J. Gehringer2           594,800         3.17%
                    1801 Tilghman Street
                    Allentown, Pennsylvania

Common Stock        Carl F. Fusco3                  475,000         2.53%
                    27 Mischa Hill Road
                    Trumbull, Connecticut

Common Stock        Yvonne E. Wong Chester4           6,000         0.03%
                    1801 Century Park East
                    Los Angeles, California

All Directors and
Officers as a
Group (5 Persons)                                16,631,800        88.68%

(1)  Includes  options  to  purchase 50,000 shares of the Company's Common Stock
exercisable  at any time until September 8, 2008. Does not include an additional
250,000  options  to  acquire shares of the Company's Common Stock which vest in
8,333  share  increments  monthly. All options have an exercise price of $0.4375
per  share.

(2)  Includes  options  to purchase 500,000 shares of the Company's Common Stock
exercisable  at any time until December 29, 2007. Does not include an additional
250,000  options  to  acquire shares of the Company's Common Stock which vest on
December  29,  2001.  All  options  have  an  exercise price of $1.50 per share.

(3)  Includes  options  to  purchase 15,000 shares of the Company's Common Stock
exercisable  at any time until November 27, 2008. Does not include an additional
135,000  options  to  acquire shares of the Company's Common Stock which vest in
7,500  share increments quarterly. All options have an exercise price of $0.4375
per  share.

(4)  Includes  options  to  purchase  6,000 shares of the Company's Common Stock
exercisable  at any time until November 27, 2008. Does not include an additional
54,000  options  to  acquire  shares of the Company's Common Stock which vest in
3,000  share increments quarterly. All options have an exercise price of $0.4375
per  share.

                                    Page 31
<PAGE>

The  Company  believes  that  the  beneficial owners of securities listed above,
based  on  information furnished by such owners, have sole investment and voting
power  with  respect  to  such  shares, subject to community property laws where
applicable.  Beneficial  ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities.  Shares  of  stock  subject  to  options  or  warrants  currently
exercisable,  or exercisable within 60 days, are deemed outstanding for purposes
of  computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934

Section  16(a)  of  the  Securities  Exchange Act of 1934 requires the Company's
directors  and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports  of  ownership  and  reports of changes in ownership of Common Stock and
other  equity  securities  of the Company.  Officers, directors and greater than
ten  percent shareholders are required by SEC regulations to furnish the Company
with  copies  of  all Section 16(a) forms they file. To the Company's knowledge,
based  solely  on  the review of copies of such reports furnished to the Company
and  written representations that no other reports were required and to the best
of  its  knowledge,  during  the year ended December 31, 2000, all Section 16(a)
filing  requirements applicable to the Company's officers, directors and greater
than  ten  percent  shareholders  were  complied  with.

ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On  December  31,  1999  the  Company's  subsidiary,  Keystone,  entered  into a
three-year  lease  agreement  with  Stephen  J. Gehringer and Kenneth J. Kellar,
Keystone's  president  and  vice president, respectively. The property leased is
Keystone's  primary  retail  and administrative location. The lease agreement is
effective  January 1, 2000, provides for a monthly rental of $3,000, and expires
on  December  31,  2002.

On  January  26,  2000,  the Company's subsidiary, Keystone, entered into a note
payable  to Stephen J. Gehringer and Kenneth J. Kellar, Keystone's president and
vice  president, respectively; principal is due in full on demand, with interest
payable  monthly  at  8%  per  annum;  secured  by  all  assets  of  Keystone.

On  November  16,  2000,  the  Company's subsidiary, Tangible Collectibles, Inc.
("TCI"),  entered  into  a  loan  agreement  with  National  Recovery  Limited
Partnership,  a  partnership  controlled  by  Carl  J. Fusco. The loan agreement
provided  for  a working capital demand note to TCI in the amount of $1,000,000,
secured  by  inventory  of TCI, an annual interest rate of 13.5%, an origination
fee  of  1.5%  and  interest  payable  monthly in arrears. In addition, the loan
agreement  provides  for  a  25%  share of the net profit as defined in the loan
agreement.

On  December  31,  2000, the Company entered into a subordinated note payable to
Company's  chief  executive  officer  and principal stockholder in the amount of
$959,440,  bearing  interest  quarterly  at  9.5% per annum for three months and
12.5%  per annum to maturity. The note was issued in full satisfaction of a note
in  the  same amount maturing on January 1, 2001 with interest at 10% per annum.
The  note  matures  June  30,  2002, at which time all outstanding principal and
interest  is  due.  The  note  is  subordinated  to  a  bank.

On  December  31, 2000, the Company entered into a subordinated convertible note
payable  to  Company's  chief executive officer and principal stockholder in the
amount  of  $1,400,000,  bearing interest at 9.5% per annum for three months and
12.5%  per annum to maturity.  The note is convertible into common shares of the
Company  at  $0.22 per share, as specified in the agreement. The note was issued
in  full  satisfaction  of  a note in the same amount maturing on March 31, 2004
that  was  convertible  at $1.00 per share with interest at 9% per annum, but in
default  at  December  31,  2000. The note matures in June 30, 2002. The note is
subordinated  to  a  bank.



                                    Page 32
<PAGE>
ITEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

EXHIBIT NO.     DESCRIPTION

   (1)*       Acquisition Agreement dated April 28, 1999 by and between
              Austin Land & Resources, Inc. and Tangible Investments of
                  America, Inc.

   (3.1)*     Articles of Incorporation of Austin Land &
              Resources, Inc. filed on August 30, 1995.

   (3.2)*     Amendments to the Articles of Incorporation
              of Austin Land & Resources, Inc., changing
              the name of the Company to Tangible Asset
                  Galleries, Inc.

   (3.3)*     Bylaws of the Company

  (10.1)      Commercial Loan and Security Agreement and Demand Note by and
              between Tangible Collectibles, Inc., a wholly owned subsidiary
              of the Company, and National Recovery Limited Partnership dated
              November  16,  2000.

  (10.2)      Convertible  Promissory Note by and between Tangible Asset
              Galleries, Inc. and Silvano DiGenova dated December 31, 2000.

  (10.3)      Promissory  Note  by  and  between  Tangible Asset Galleries, Inc.
              and Silvano DiGenova dated December 31, 2000.

  (10.4)*     Lease dated September  20,  1999 by and between
              Tangible Asset Galleries, Inc.  and  LJR  Lido Partners  LP.

  (10.5)*     Lease dated  December 31, 1999 by and between
              Gehringer and Kellar, Inc. and Stephen J. Gehringer and Kenneth J
              Kellar.

_____________________________
* Previously Filed


(B)  REPORTS  ON  FORM  8-K

On  January  31,  2000,  the  Company  filed  a Current Report on Form 8-K dated
January  28,  2000  reporting  its  acquisition  of  Gehringer & Kellar, Inc., a
Pennsylvania  corporation  dba  Keystone  Coin  &  Stamp  Exchange.

On  July  7, 2000, the Company filed a Current Report on Form 8-K dated June 22,
2000 reporting the execution of a definitive agreement to Plan of Reorganization
and  Merger  that  provided  for Gavelnet.com, Inc. to merge into a newly formed
subsidiary of the Company resulting in Gavelnet.com as a wholly owned subsidiary
of  the  Company.  The Closing of the merger was subject to numerous conditions.

On  September  19,  2000,  the  Company filed a Current Report on Form 8-K dated
September  5,  2000  reporting  that the Company terminated the Merger Agreement
because  certain  conditions  precedent  to  closing  had  not  been  fulfilled.

On April 2, 2001, the Company filed a Current Report on Form 8-K dated March 27,
2001  reporting  the  resignation of the Company's independent public accountant
BDO  Seidman  LLP  on  March  27,  2001.

On  April 5, 2001 the Company filed an amended Current Report on Form 8-KA dated
March  27, 2001 reporting the response of BDO Seidman LLP to the Form 8-K filing
of the Company on April 2, 2001, with such response stating that BDO Seidman LLP
agreed  with  the statements made by the Company with respect to BDO Seidman LLP
in  such  filing.

On  April 5, 2001, the Company filed a Current Report on Form 8-K dated April 2,
2001  reporting  the  engagement  of  Haskell  &  White  LLP  as  the  Company's
independent  public  accountants  on  April  2,  2001.


                                    Page 33
<PAGE>

                                      SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  registrant  has duly caused this report to be signed on its
behalf  by  the  undersigned,  thereunto  duly  authorized.

Dated:  May  22,  2001

                         TANGIBLE ASSET GALLERIES, INC.
                                  (Registrant)
By:  /s/ Michael  R.  Haynes
         Michael  R.  Haynes
         President and Chief Financial Officer

Pursuant to requirements of the Securities Exchange Act of 1934, this report has
been  signed  below  by the following persons on behalf of the registrant and in
the  capacities  and  on  the  dates  indicated:

Signature                    Capacity          Date
-------------------------------------------------------------
/s/  Silvano DiGenova        Director          May  22,  2001
     Silvano DiGenova

/s/  Michael R. Haynes       Director          May  22,  2001
     Michael R. Haynes

/s/  Carl  J.  Fusco         Director          May  22,  2001
     Carl  J.  Fusco

/s/  Yvonne E. Wong Chester  Director          May  22,  2001
     Yvonne E. Wong Chester

/s/  Stephen J. Gehringer    Director          May  22,  2001
     Stephen  J.  Gehringer




                                    Page 34
<PAGE>



                         TANGIBLE ASSET GALLERIES, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Independent Auditors' Report (Haskell & White LLP)           F-2

Independent Auditors' Report (BDO Seidman, LLP)              F-3

                        Consolidated Financial Statements

Consolidated Balance Sheets                                  F-4

Consolidated Statements of Operations                        F-5

Consolidated Statements of Stockholders' Equity              F-6

Consolidated Statements of Cash Flows                        F-7

Notes to Consolidated Financial Statements                   F-9





                                      F-1
<PAGE>
INDEPENDENT  AUDITORS'  REPORT


Board  of  Directors
Tangible  Asset  Galleries,  Inc.
Newport  Beach,  California


We  have  audited  the accompanying consolidated balance sheet of Tangible Asset
Galleries,  Inc.  and  subsidiaries (the "Company") as of December 31, 2000, and
the related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of  the  Company's  management.  Our  responsibility is to express an opinion on
these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial position of Tangible Asset
Galleries,  Inc.  and  subsidiaries  as of December 31, 2000, and the results of
their  operations  and  their  cash flows for the year then ended, in conformity
with  accounting  principles generally accepted in the United States of America.


                                        /s/  Haskell  &  White  LLP

                                        HASKELL  &  WHITE  LLP

Irvine,  California
May  4,  2001

                                      F-2
<PAGE>
INDEPENDENT  AUDITORS'  REPORT


Board  of  Directors
Tangible  Asset  Galleries,  Inc.
Newport  Beach,  California


We  have  audited  the accompanying consolidated balance sheet of Tangible Asset
Galleries,  Inc.  and  subsidiaries (the "Company") as of December 31, 1999, and
the related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the responsibility
of  the  Company's  management.  Our  responsibility is to express an opinion on
these  financial  statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material  respects,  the  financial position of Tangible Asset
Galleries,  Inc.  and  subsidiaries  as of December 31, 1999, and the results of
their  operations  and  their  cash flows for the year then ended, in conformity
with  accounting  principles generally accepted in the United States of America.


                                        /s/  BDO  Seidman,  LLP

                                        BDO  SEIDMAN,  LLP

Costa  Mesa,  California
February  25,  2000


                                      F-3
<PAGE>


<TABLE>
<CAPTION>
                          TANGIBLE ASSET GALLERIES, INC.
                           CONSOLIDATED BALANCE SHEETS


                                                                       December 31,    December 31,
                                                                           2000            1999
                                                                      --------------  --------------
<S>                                                                   <C>             <C>
ASSETS
CURRENT ASSETS
   Cash                                                               $       5,622   $      81,882
   Accounts receivable, net (Note 1)                                        810,327       1,057,403
   Inventories (Notes 2, 5, 6 and 7)                                      7,890,562       6,419,136
   Prepaid expense and other                                                149,896          58,162
                                                                      --------------  --------------
Total current assets                                                      8,856,407       7,616,583
                                                                      --------------  --------------

PROPERTY AND EQUIPMENT, NET (Note 3)                                        250,771         144,041
OTHER ASSETS (Note 4)                                                       310,984         329,068
                                                                      --------------  --------------
TOTAL ASSETS                                                          $   9,418,162   $   8,089,692
                                                                      ==============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
   Line of credit (Note 5)                                            $   1,790,000   $   1,840,000
   Accounts payable and accrued expenses                                  1,682,539       1,241,392
   Notes payable to related parties (Note 7)                              2,100,000         339,229
   Notes payable (Note 6)                                                   865,510         200,000
   Obligations under capital lease                                            6,813           8,797
                                                                      --------------  --------------
Total current liabilities                                                 6,444,862       3,629,418
                                                                      --------------  --------------
LONG-TERM LIABILITIES
   Notes payable to related parties, net of current portion (Note 7)      2,359,440       2,481,283
   Notes payable (Note 6)                                                    18,755               -
   Obligations under capital lease, net of current portion                    6,275          13,436
   Deferred taxes (Note 8)                                                   10,000          10,000
                                                                      --------------  --------------
Total long-term liabilities                                               2,394,470       2,504,719
                                                                      --------------  --------------
TOTAL LIABILITIES                                                         8,839,332       6,134,137
                                                                      --------------  --------------
COMMITMENTS AND CONTINGENCIES (NOTES 5, 6, 7, 9, 10 AND 11)
STOCKHOLDERS' EQUITY
   Undesignated preferred stock, $.001 par value,
      15,000,000 shares authorized; none issued
       and outstanding                                                            -               -
   Common stock, $.001 (Note 1, 9 and 11) par value,
      50,000,000 shares authorized; 18,755,298 (2000) and
      18,170,354 (1999) issued and outstanding                               18,755          18,170
   Common stock committed, $.001 par value                                        -             202
   Addition paid in capital                                               2,675,972       2,423,230
   Accumulated deficit                                                   (2,115,897)       (486,047)
                                                                      --------------  --------------
                                                                            578,830       1,955,555
                                                                      --------------  --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $   9,418,162   $   8,089,692
                                                                      ==============  ==============
</TABLE>

                    See accompanying notes to consolidated financial statements.

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                         TANGIBLE ASSET GALLERIES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                           Year Ended           Year Ended
                                                        December 31, 2000    December 31, 1999
                                                       -------------------  -------------------
<S>                                                    <C>                  <C>
NET SALES                                              $       29,526,139   $       20,659,346

COST OF SALES                                                  24,822,121           16,828,352
                                                       -------------------  -------------------

GROSS PROFIT                                                    4,704,018            3,830,994

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES                    5,435,289            3,920,649
                                                       -------------------  -------------------

Income (loss) from operations                                    (731,271)             (89,655)
                                                       -------------------  -------------------

OTHER INCOME (EXPENSE)
   Interest income                                                  8,039                7,798
   Interest expense (Notes 5, 6, and 7)                          (880,961)            (338,006)
   Other expense, net                                              (5,000)             (38,755)
                                                       -------------------  -------------------

                                                                 (877,922)            (368,963)
                                                       -------------------  -------------------
LOSS BEFORE PROVISION FOR TAXES                                (1,609,193)            (458,618)

INCOME TAX PROVISION (NOTE 8)                                      20,657               15,000
                                                       -------------------  -------------------
NET LOSS                                               $       (1,629,850)  $         (473,618)
                                                       ===================  ===================
BASIC AND DILUTED NET LOSS PER SHARE                   $            (0.09)  $            (0.03)
                                                       ===================  ===================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING           18,539,108           18,006,286
                                                       ===================  ===================

</TABLE>

                    See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                 TANGIBLE ASSET GALLERIES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY



                                                                                                      Retained
                                                  Common Stock                        Additional      earnings         Total
                                                   Committed            Common Stock     paid-in    (accumulated   Stockholders'
                                               Shares      Amount    Shares    Amount    Capital       deficit)        equity
------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>        <C>     <C>         <C>      <C>          <C>           <C>
Balance, at December 31, 1998                          -   $   -   16,000,000  $16,000  $1,834,589   $ 1,562,027   $ 3,412,616
 Common stock of ALR retained in
     connection with reverse merger (Notes 1
     and 9)                                            -       -    1,650,000    1,650      (1,650)            -             -
 Fair value of warrant grant (Note 9)                  -       -            -        -     134,185             -       134,185
 Exercise of warrant (Note 9)                          -       -      432,854      433       3,895             -         4,328
 Issuance of stock for legal services (Note 9)         -       -       17,500       17      17,483             -        17,500
 Issuance of stock for inventories (Note 9)            -       -       70,000       70     134,930             -       135,000
 Common stock committed in connection with
     purchase business combination (Note 11)     201,861     202            -        -     299,798             -       300,000
 Distributions to majority shareholder                 -       -            -        -           -    (1,574,456)   (1,574,456)
 Net loss                                              -       -            -        -           -      (473,618)     (473,618)
                                               ---------  ------  ----------  -------  -----------  ------------  ------------
 Balance, December 31, 1999                      201,861     202   18,170,354   18,170   2,423,230      (486,047)    1,955,555

 Issuance of common stock in connection with
     purchase business combination (Note 11)    (201,861)   (202)     201,861      202           -             -             -
Fair value of option grants (Note 9)                   -       -            -        -      26,250             -        26,250
 Fair value of warrant grants (Note 9)                 -       -            -        -      59,375             -        59,375
 Issuance of stock for services (Note 9)               -       -      243,083      243      97,257             -        97,500
 Sale of stock in private placement (Note 9)           -       -      140,000      140      69,860             -        70,000
 Net loss                                              -       -            -        -           -    (1,629,850)   (1,629,850)
                                                ---------  ------  ----------  -------  -----------  ------------  ------------
 Balance, December 31, 2000                            -   $   -   18,755,298  $18,755  $2,675,972   $(2,115,897)  $   578,830
                                                =========  ======  ==========  =======  ===========  ============  ============

</TABLE>


                    See accompanying notes to consolidated financial statements.


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                         TANGIBLE ASSET GALLERIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                 Year Ended           Year Ended
                                                              December 31, 2000    December 31, 1999
                                                             -------------------  -------------------
<S>                                                          <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                     $       (1,629,850)  $         (473,618)
Adjustments to reconcile net loss to net cash
   used in operating activities:
   Depreciation and amortization                                        130,035               36,691
   Bad debts                                                             48,239                    -
   Loss on retirement of property and equipment                               -               12,958
   Write-off of customer list                                                 -               21,247
   Loss on investments                                                        -               12,500
   Provision for deferred taxes                                               -               10,000
   Fair value of options granted                                         26,250                    -
   Fair value of warrants granted                                        59,375              134,185
   Issuance of common stock for services                                 97,500               17,500
Changes in assets or liabilities, net of effect of business
   acquisition:
   Accounts receivable                                                  198,837             (323,255)
   Inventories                                                       (1,471,426)          (1,093,858)
   Prepaid expenses and other                                           (91,734)             (45,731)
   Accounts payable and accrued expenses                                441,147             (426,979)
                                                             -------------------  -------------------
Net cash used in operating activities                                (2,191,627)          (2,118,360)
                                                             -------------------  -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of property and equipment                                 (174,922)             (85,268)
   Increase in other assets                                             (43,759)             (27,868)
   Cash acquired in purchase business combination                             -                5,228
                                                             -------------------  -------------------
Net cash used in investing activities                                  (218,681)            (107,908)
                                                             -------------------  -------------------
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)



<TABLE>
<CAPTION>



                                                                  Year Ended           Year Ended
                                                               December 31, 2000    December 31, 1999
                                                              -------------------  -------------------
<S>                                                           <C>                  <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Borrowings (repayments) under line of credit, net                     (50,000)           1,240,000
   Borrowings under notes payable                                        665,510              200,000
   Net increase in related party debt                                  1,638,928            2,401,283
   Borrowings under loan payable                                          18,755                    -
   Repayments on obligations under capital lease                          (9,145)              (5,290)
   Issuance of common stock                                               70,000                    -
   Exercise of stock options                                                   -                4,328
   Stockholder distributions                                                   -           (1,574,456)
                                                              -------------------  -------------------
Net cash provided by financing activities                              2,334,048            2,265,865
                                                              -------------------  -------------------

Net (decrease) increase in cash                                          (76,260)              39,597

Cash, beginning of period                                                 81,882               42,285

                                                              -------------------  -------------------
Cash, end of period                                           $            5,622   $           81,882
                                                              ===================  ===================

Supplemental disclosure of cash flow information
   Cash paid during the period for:
      Interest                                                $          880,961   $          338,006
                                                              ===================  ===================
      Income taxes                                            $                -   $                -
                                                              ===================  ===================

Non-Cash Investing and Financing Activities
   Issuance of common stock for inventories                   $                -   $          135,000
                                                              ===================  ===================
   Fair Value of assets acquired for capital leases           $                -   $           15,436
                                                              ===================  ===================

During fiscal 1999, the Company purchased all of the common
   stock of Gehringer & Kellar, Inc. In conjunction with the
   acquisition, liabilities were assumed as follows:
      Fair value of assets acquired                           $                -   $          339,229
      Cash paid for the capital stock                                          -                    -
                                                              -------------------  -------------------
   Liabilities assumed                                        $                -   $          339,229
                                                              ===================  ===================
</TABLE>


                    See accompanying notes to consolidated financial statements.

                                      F-8
<PAGE>


                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

ORGANIZATION  AND  BUSINESS

     Tangible  Asset  Galleries, Inc. ("TAG") and its wholly owned subsidiaries,
Gehringer  and  Kellar  dba  Keystone  Stamp  &  Coin  Exchange ("Keystone") and
Tangible Collectibles, Inc. ("TCI") (collectively the "Company") are wholesalers
and  retailers of rare coins, fine art and collectibles. The Company is based in
Newport  Beach,  California.  The Company's Keystone unit operates in Allentown,
Pennsylvania,  and,  the  Company operates a buying office in Chicago, Illinois.

BASIS  OF  PRESENTATION

     TAG  is  the  successor to Austin Land & Resources, Inc. ("ALR"), which was
originally  incorporated  in  the  state  of  Nevada,  and was merged with TAG's
predecessor,  Tangible  Investments  of America, Inc. ("TIA") on April 28, 1999.

     On  April 28, 1999, ALR acquired all the outstanding shares of common stock
of TIA and merged the operations of TIA into ALR in a business combination which
has  been  accounted  for  as  a reverse acquisition. Effective with the reverse
acquisition,  TIA  became  the  successor  company and ALR's name was changed to
Tangible  Asset  Galleries,  Inc.  The consolidated financial statements reflect
the  results  of operations and cash flows of TIA for the period January 1, 1999
through  April  28,  1999.

     Prior  to the reverse acquisition, ALR had 1,650,000 shares of common stock
outstanding. As part of the reverse acquisition, ALR issued 16,000,000 shares of
common  stock  to  shareholders  of TIA in exchange for 490 shares of TIA common
stock.  The  490 shares represented 100% of the outstanding common stock of TIA.
ALR  had  no  revenue  and  no  significant  operations  prior  to  the  reverse
acquisition.  Subsequent  to the reverse acquisition, the former shareholders of
TIA  constituted approximately 91% of the total outstanding common shares of the
Company  and  the former shareholders of ALR constituted approximately 9% of the
total  outstanding  shares  of  common  stock  of  the  Company.

     On December 30, 1999 the Company acquired 100% of the outstanding common
stock of Keystone, a competitor located in Allentown, Pennsylvania (see Note
11).  On September 15, 2000, the Company incorporated TCI as a wholly owned
subsidiary for the purpose of transacting business with independent contractors
in the rare coin markets.

     All significant intercompany balances and transactions have been eliminated
in  consolidation.

CASH  AND  CASH  EQUIVALENTS

     The  Company  places  its  cash  with high credit quality institutions. The
Federal  Deposit  Insurance  Corporation  ("FDIC") insures cash accounts at each
institution for up to $100,000. From time to time, the Company maintains cash in
excess  of  the  FDIC  limit.


                                      F-9
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INVENTORIES

     Inventories  consisting  of  rare  coins,  fine  art,  antiques  and  other
collectibles  are  stated  at  the  lower  of cost (on a specific identification
basis)  or  market.

PROPERTY  AND  EQUIPMENT

     Property  and equipment are stated at cost and are depreciated or amortized
(as  applicable)  using the straight-line method over the estimated useful lives
of  the  related  assets,  ranging  from  three  to seven years. Maintenance and
repairs are charged to expense as incurred. Significant renewals and betterments
are  capitalized. At the time of retirement or other disposition of property and
equipment,  the  cost  and accumulated depreciation and amortization are removed
from  the  accounts  and  any resulting gain or loss is reflected in operations.

     The  Company  assesses  the  recoverability  of  property  and equipment by
determining  whether the depreciation and amortization of property and equipment
over  its  remaining life can be recovered through projected undiscounted future
cash  flows.  The  amount  of  property  and  equipment  impairment,  if any, is
measured based on fair value and is charged to operations in the period in which
property  and equipment impairment is determined by management.  At December 31,
2000 and 1999, management of the Company has not identified any impaired assets.

OTHER  ASSETS

     Other assets primarily consist of goodwill and lease security deposits (see
Note  4).  Goodwill  is  related  to  the  acquisition  of  Keystone  (Note 11).
Goodwill  is  amortized  using  the  straight-line  method  over five years. The
Company  assesses  the  recoverability  of  goodwill  by determining whether the
amortization  over  the  remaining  life  can  be  recovered  through  projected
undiscounted  future  cash  flows. The amount of impairment, if any, is measured
based  on  fair  value  and  is  charged  to  operations  in the period in which
impairment  is  determined  by  management.  At  December  31,  2000  and  1999,
management  of  the  Company  has  not  identified  any  impaired  assets.

USE  OF  ESTIMATES

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements,  and  the  reported  amounts  of  revenues  and  expenses during the
reported  periods.  Actual results could materially differ from those estimates.
Areas  where significant estimation is involved include, but are not limited to,
the  evaluation  of  the  collectibility  of  accounts  receivable  and  the
realizability  and  valuation  of  inventories.

                                      F-10
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REVENUE  RECOGNITION

     The  Company  generates  revenue  from  wholesale  and retail sales of rare
coins,  precious  metals  bullion,  fine  art,  antiques  and  collectibles. The
recognition  of  revenue varies for wholesale and retail transactions and is, in
large  part,  dependent  on  the  type  of  consideration (i.e., monetary and/or
non-monetary)  and  the  timing  and  amount  of  such  consideration.

     The  Company  sells  merchandise  (generally  coins)  to  other
wholesalers/dealers  within its industry on credit, generally for terms of 30 to
60  days,  but  in no event greater than one year.  The Company grants credit to
new dealers based on extensive credit evaluations and for existing dealers based
on  established  business  relationships and payment histories. The Company does
not  obtain collateral with which to secure its accounts receivable. The Company
maintains  reserves  for  potential  credit  losses  based  on  an evaluation of
specific  receivables  and the Company's historical experience related to credit
losses.  As  of  December  31,  2000,  management  has  established  an accounts
receivable  reserve of $48,239, and as of December 31, 1999, management does not
believe  that there was any significant credit risk associated with its accounts
receivable  and, accordingly, has not established reserve. Revenues for monetary
transactions  (i.e.,  cash and receivables) with dealers are recognized when the
merchandise  is  shipped  to  the  related  dealer.

     The Company also sells merchandise (generally coins) to retail customers on
credit,  generally  for terms of 30 to 60 days, but in no event greater than one
year.  The  Company  grants  credit  to  new retail customers based on extensive
credit  evaluations  and  for  existing  retail  customers  based on established
business  relationships  and  payment  histories.  When a new retail customer is
granted  credit, the Company generally collects a 25% deposit on the sales price
and  holds the merchandise as collateral against the customer's receivable until
all  amounts  due  under  the  credit  arrangement  are  paid  in  full.

     The initial deposit and subsequent payments are all non-refundable, subject
to  the Company's limited-in-duration money back guaranty policies (as discussed
below).  Under  this  retail  arrangement,  revenues  are  recognized  under the
installment  method.  When nonrefundable deposits are less than 25% of the sales
price, revenues are deferred until the Company receives 25% or more of the sales
price,  at  which time revenues are recognized under the installment method.  At
December  31,  2000 and 1999, the Company had $44,050 and $55,000, respectively,
in  deposits related to retail installment sales, which are included in accounts
payable and accrued liabilities of the accompanying consolidated balance sheets.

     In  limited  circumstances,  the  Company exchanges merchandise for similar
merchandise  and/or  monetary  consideration  with  both  dealers  and  retail
customers,  for  which the Company recognizes revenue in accordance with APB No.
29,  "Accounting  for  Non-monetary  Transactions."  When  the Company exchanges
merchandise  for  similar  merchandise and there is no monetary component to the
exchange, the Company does not recognize any revenue.  Instead, the basis of the
merchandise relinquished becomes the basis of the merchandise received, less any
indicated  impairment of value of the merchandise relinquished. When the Company
exchanges  merchandise for similar merchandise and there is a monetary component
to the exchange, the Company recognizes revenue to the extent of monetary assets
received  and  determines the cost of sale based on the ratio of monetary assets
received  to monetary and non-monetary assets received multiplied by the cost of
the  assets  surrendered.

                                      F-11
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The  Company  also  generates revenues from consignment sales. Consignment sales
are  in  cash  and,  under limited circumstances, on account. As of December 31,
2000  and  1999,  a  total  of $24,882 and $0 consignment sales were included in
accounts  receivable.  There  are  two  primary  methods  in  which  the Company
recognizes  revenues  from  consignment  sales: (1) percentage-of-sales, and (2)
fixed  cost.

Under  the percentage-of-sales method, the Company receives the merchandise from
the  consignor and mutually agrees to sell or auction the underlying merchandise
to  a third party for a predetermined floor price, period of time and percentage
of the ultimate sales price, which generally ranges from 5% to 15%. Upon sale of
the  merchandise  to a third party and cash tendered, the Company recognizes net
revenues for its allocable percentage of the ultimate sales price and remits the
remaining  cash  proceeds  to  the  consignor.  Under the fixed cost method, the
Company  receives the merchandise from the consignor and mutually agrees to sell
or  auction  the  underlining  merchandise  to a third party for a predetermined
period of time, without regard to the ultimate sales price.  The Company and the
consignor mutually agree to a price that the Company will pay the consignor upon
the ultimate sale of the underlining merchandise; otherwise, a fixed cost.  Upon
sale  of  the  merchandise  to  a  third  party  and  cash tendered, the Company
recognizes  net  revenues  comprised of the ultimate sales price less the agreed
upon  fixed  cost, and the proceeds attributed to the fixed cost are remitted to
the  consignor.

The  Company  has  two  separate  return policies (money-back guarantees).  Both
policies  cover  retail  transactions  only.  The first policy relates solely to
graded  rare  coins.  Customers  may return graded rare coins purchased within 7
days  of  the  receipt  of  the rare coins for a full refund as long as the rare
coins  are returned in exactly the same condition as they were delivered. In the
case  of rare coin sales on account, customers may cancel the sale within 7 days
of  making a commitment to purchase the rare coins. The receipt of a deposit and
a  signed  purchase  order  evidences  the  commitment.

The  second  policy  relates  to fine art, antiques and collectibles only. These
items  may be returned within 30 days of their receipt for a full refund as long
as  the items are returned in exactly the same condition as they were delivered.
In  the  case of fine art, antiques and collectibles sales on account, customers
may  cancel  the  sale  within  30 days of a making a commitment to purchase the
items.  The  receipt  of  a  deposit  and  a signed purchase order evidences the
commitment.  Historically,  the  Company's  retail  customers have not exercised
their  rights to money-back guarantees and as such, the Company's management has
not  provided  a  reserve  for  sales  returns  in the accompanying consolidated
financial  statements.

                                      F-12
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

ADVERTISING

Advertising  costs  are  expensed  as  incurred.  During  fiscal  2000 and 1999,
advertising  expenses  totaled  $418,962  and  $630,527,  respectively.

INCOME  TAXES

Prior  to  the reverse acquisition on April 28, 1999, TIA elected to be taxed as
an  S  corporation  for  Federal and state purposes. Under these provisions, the
Company  did  not  pay  Federal  corporate  taxes  on  its  income. Instead, the
stockholders  were  liable  for  income  taxes  on their respective share of the
Company's  taxable  income  and  other  distributable items.  The California tax
treatment  is  substantially  the  same  as  Federal,  except  for a 1.5% surtax
(minimum  of  $800) imposed on the Company's taxable income. Concurrent with the
reverse  acquisition,  the  Company's  S  corporation  election  was  revoked.

The  Company  now  accounts  for  income  taxes  under  Statement  of  Financial
Accounting  Standards  No.  109,  "Accounting  for  Income Taxes", ("SFAS 109").
Under  SFAS  109,  deferred  tax  assets  and liabilities are recognized for the
future  tax  consequences  attributable  to  differences  between  the financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax  bases.  Deferred  tax assets and liabilities are measured using
enacted  tax  rates  expected  to  apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. A valuation
allowance is provided for significant deferred tax assets when it is more likely
than  not  that  such  assets  will  not  be  recovered.

STOCK-BASED  COMPENSATION

The  Financial  Accounting  Standards  Board  issued  Statement  of  Financial
Accounting  Standards  No.  123  ("SFAS  123"),  "Accounting  for  Stock-Based
Compensation,"  which  defines  a  fair  value  based  method  of accounting for
stock-based  compensation.  However,  SFAS  123  allows an entity to continue to
measure compensation cost related to stock and stock options issued to employees
using  the  intrinsic  method  of accounting prescribed by Accounting Principles
Board  Opinion  No.  25  ("APB 25"), "Accounting for Stock Issued to Employees."
Entities  electing to remain with the accounting method of APB 25 must  make pro
forma  disclosures  of  net  income,  as  if  the  fair  value  method  of
accounting  defined  in  SFAS  123  had been applied. The Company has elected to
account  for  stock-based  compensation  to  employees  under  APB  25.

EARNINGS  PER  SHARE

The  Financial Accounting Standards Board ("FASB") issued Statement of Financial
Accounting  Standards  No.  128  ("SFAS"),  "Earnings  Per Share ("EPS")," which
requires  dual  presentation  of  basic  EPS  and diluted EPS on the face of all
income  statements  issued after December 15, 1997 for all entities with complex
capital structures.  Basic EPS is computed as net income divided by the weighted
average  number  of  common  shares  outstanding  for  the  period.  Diluted EPS
reflects  the  potential  dilution  that could occur from common shares issuable
through  stock  options,  warrants  and other convertible securities.  The total
potential  common  shares  that  have  not  been  included in the calculation of
diluted  net  loss per common share totaled 10,223,636 and 4,245,357 at December
31,  2000  and  1999, respectively, as the effects of such are anti-dilutive for
each  period.

                                      F-13
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEGMENT  REPORTING

The  Company  adopted SFAS No. 131 ("SFAS 103"),  "Disclosures about Segments of
an Enterprise and Related Information," during fiscal 1999. SFAS 131 establishes
standards  for  the way that public companies report information about operating
segments  and  related disclosures about products and services, geographic areas
and  major  customers  in  annual consolidated financial statements. The Company
views  its  operations  and  manages  its business as principally one segment, a
dealer  of  collectibles.  For information purposes, the sales of coins and fine
art  totaled  $27,876,261 and $1,649,878 for 2000, respectively, and $19,612,319
and  $1,047,027  for  1999,  respectively.

COMPREHENSIVE  INCOME

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No.  130,  "Reporting  Comprehensive  Income" ("SFAS 130").  SFAS 130
established  new rules for the reporting and display of comprehensive income and
its  components  in  a  full  set  of general-purpose financial statements.  The
adoption  of  SFAS  130 had no effect on the accompanying consolidated financial
statements, because the Company had no other components of comprehensive income.

CUSTOMER  AND  VENDOR  CONCENTRATIONS

During  2000,  the Company had no customer that accounted for 10% or more of the
Company's  net  sales.  As of December 31, 2000, one customer represented 13% of
accounts receivable. During 1999, the Company had no customer that accounted for
more  that 10% or more of the Company's net sales.  As of December 31, 1999, two
customers  represented  37%  and  14%  of  accounts  receivable,  respectively.

During  2000,  the  Company did not purchase 10% or more of its inventories from
any  single  vendor.  As  of  December 31, 2000, one customer represented 12% of
accounts  payable.  During  fiscal  1999,  the  Company  purchased a significant
portion  (11%  of  purchases) of its inventories from one vendor. As of December
31,  1999,  no  amounts were due to this vendor; two other vendors accounted for
22%  and  18%  of  accounts  payable,  respectively.

RISKS  AND  UNCERTAINTIES

Market Risk

Over  time,  market demand for fine art and investment grade coins will vary due
to perceived scarcity, subjective valuation, general consumer trends, variations
in  the  price  of  precious metals, and other general economic conditions.  The
Company derives a significant portion of its revenues from wholesale dealers and
retail collectors on the sales of fine art and investment grade coins.  Declines
in  market  demand  for fine art and investment grade coins would likely cause a
decrease  in  annual  sales  revenue  and  have  an  overall  negative affect on
operations.

                                      F-14
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Inventory Risk

The  Company  purchases  fine  art  and  investment grade coins from dealers and
collectors  and assumes the inventory and price risks of these items until sold.
If  the  Company  were unable to sell such inventory, or at prices sufficient to
generate a profit, or if the market value of such inventory were to decline, the
ultimate  amounts  realized by the Company from the sale of such inventory could
be  less  than  the  carrying  values reflected in the accompanying consolidated
balance  sheet.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

Statement  of  Financial  Accounting  Standards No. 107, "Disclosures about Fair
Value  of  Financial Instruments", requires the disclosure of the fair value, if
reasonably  obtainable,  of  the Company's financial instruments.  The Company's
financial  instruments consist of its cash, accounts receivable, line of credit,
accounts payable and accrued expenses, note payable and notes payable to related
parties.  Management  has  determined  that, except for notes payable to related
parties,  the  fair  values  of  the Company's financial instruments approximate
their  carrying  values at December 31, 2000 and 1999.  Management was unable to
determine  the  fair value of the notes payable to related parties, as an active
market  for  such  instruments  does  not  exist.

EFFECT  OF  NEW  ACCOUNTING  PRONOUNCEMENTS

In June 2000, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No.  138 "Accounting for Certain
Derivative  Instruments  and  Certain Hedging Activities," which amends SFAS No.
133,  "Accounting  for Derivative Instruments and Hedging Activities."  SFAS No.
133  was  previously  amended  by  SFAS  No.  137,  "Accounting  for  Derivative
Instruments  and  Hedging  Activities  -  Deferral of the Effective Date of FASB
Statement  No. 133," which deferred the effective date of SFAS No. 133 to fiscal
years commencing after June 15, 2000.  The Company currently does not engage in,
nor  does  it  expect  to  engage  in,  derivative  or  hedging  activities and,
accordingly, the Company anticipates there will be no impact to its consolidated
financial  statements.

Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition", summarizes the
Securities  and  Exchange  Commission's  views  on  applying  generally accepted
accounting  principles  to  revenue  recognition  in  financial  statements.
Significant  views  addressed  relate to shipping terms, customer acceptance and
bundled service contracts.  Implementation is effective for the first quarter of
fiscal 2001.  The Company believes that its current revenue recognition policies
comply  with  SAB  No.  101.

In March 2000, the FASB issued Interpretation No. 44 ("FIN 44"), "Accounting for
Certain  Transactions  Involving  Stock  Compensation,"  which addresses certain
accounting  issues  that  arose  under  the  previously  established  accounting
principles  relating  to  stock-based  compensation.  The  adoption  of  this
interpretation  did  not  have  a  material  effect  on  the Company's financial
position  or  results  of  operations.

                                      F-15
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

RECLASSIFICATIONS

     Certain reclassifications have been made to the 1999 consolidated statement
of  cash  flows  to  conform  with  the  presentation  used  in  2000.

2.     INVENTORIES

     Inventories  are  comprised  of  the  following:

     December 31,                 2000        1999
                               ----------  ----------
     Rare coins                $5,912,123  $4,329,057
     Fine and decorative arts   1,978,439   2,090,079
                               ----------  ----------
                               $7,890,562  $6,419,136
                               ==========  ==========

Inventory totaling $1,456,897 and $347,945 was on consignment with third parties
at  December  31,  2000 and 1999, respectively.  Inventory totaling $291,942 and
$243,760  was  held  for  display at the residence of the president and majority
stockholder  at  December  31,  2000 and 1999, respectively.  Inventory totaling
$427,250  and  $232,500  was  held  for  a  third party as collateral for a note
payable  (Note  6)  as  of  December  31,  2000  and  1999,  respectively.

The Company, from time to time, enters into joint ventures or purchase financing
agreements  with  third  parties  that  include  vendors  and  customers for the
purchase  and sale of specific rare coins or fine collectibles. These agreements
may  include  profit  sharing  provisions  ranging  from 25% to 50% of the gross
profit  on  specific transactions adjusted for agreed upon expenses and interest
costs.  At  any  given  time,  the  Company may be involved in up to 10 of these
agreements.  As  of  December 31, 2000, inventory totals reflected the Company's
total appropriate ownership and does not include any minority interest claims in
regard  to  such  joint  venture  or  partnership  arrangement


                                      F-16
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



3.    PROPERTY  AND  EQUIPMENT

Property  and  equipment  consists  of  the  following:

December 31,                                  2000       1999
                                           ----------  ---------
Furniture and equipment                    $ 133,695   $103,759
Computer equipment                           184,286    105,258
Vehicles                                      24,676          -
Leasehold improvements                        52,542     11,260
                                           ----------  ---------
                                             395,199    220,277

Accumulated depreciation and amortization   (144,428)   (76,236)
                                           ----------  ---------
                                           $ 250,771   $144,041
                                           ==========  =========



4.     OTHER  ASSETS

     Other  assets  consist  of  the  following:

December 31,                    2000      1999
                              --------  --------
Goodwill (Note 11)            $240,000  $300,000
Internet names and graphics     31,272     5,000
Customer lists                  21,810         -
Security deposits               17,902    24,068
                              --------  --------
                              $310,984  $329,068
                              ========  ========

5.     LINE-OF-CREDIT

     On  August  30,  1999,  the  Company  obtained  a $2,000,000 line-of-credit
agreement  with  a  bank  that bore interest at the bank's prime rate, plus 1.5%
(10.25% at December 31, 1999).  The line-of-credit agreement was renegotiated on
April  30, 2000 and renegotiated again on October 31, 2000, lowering the maximum
principal  amount  under  the line-of-credit to $1,840,000 and expiring on April
28,  2001.  The  renegotiated  line-of-credit bears interest at the bank's prime
rate,  plus  2.50%  (12.00%  at  December  31,  2000)  and  is collateralized by
substantially all of the assets of the Company and the personal guarantee of the
Company's  chief  executive  officer and principal stockholder. The renegotiated
line-of-credit  also  required  monthly  principal payments equal to $50,000 per
month  for  three  consecutive  months and $75,000 per month for two consecutive
months.  The  outstanding  balance on the line-of-credit as of December 31, 2000
and  1999  was  $1,790,000 and $1,840,000, respectively.  On April 28, 2001, the
Company  renegotiated  the  line-of-credit  to  expire  on  June 29, 2001 and to
provide  for principal payments of $100,000 per month with a principal reduction
of  $400,000  at  May  31,  2001 and the remaining balance due at June 29, 2001.

The Company is engaged in continuing dialogue with this bank to modify the above
repayment  structure.  The Company intends to utilize funds obtained through the
contemplated  merger  with  H-I  (Note 11) to significantly reduce the principal
obligation.  The  Company  will need to seek a replacement lender to finance the
short  term  liquidity  needs  of  the  Company's  operations.  There  can be no
assurance  that  the  Company  will  locate a lender to provide funding on terms
acceptable  to  the  Company.

                                      F-17
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The  Company's line-of-credit has certain restrictive financial covenants.  Such
covenants  include minimum tangible net worth requirements, maximum asset to net
worth  ratios,  minimum  net  income  requirements  and  other restrictions with
respect  to  specified  activities.  At  December  31,  2000, the Company was in
compliance  with,  or  had  obtained  waivers  for,  all  such  covenants.

6.     NOTES  PAYABLE

Notes  payable  consist  of  the  following:

<TABLE>
<CAPTION>
December 31,                                                                  2000      1999
                                                                            --------  --------
<S>                                                                         <C>       <C>
Short-term loan agreement due on demand, with interest payable
monthly at the prime rate (9.50% and 8.75% as of December 31, 2000
and 1999, respectively) plus 4.50% per annum; collateralized by
specific rare coins in inventory, which are being held by the lender
(Note 2).                                                                   $428,000  $200,000

Advances on consignment agreements with an auctioneer to sell
property owned by the Company at public auction with such advances
bearing interest at the annual rate of 13%. Accrued interest and
principal is due at the conclusion of the auction, which was repaid
February 2001.                                                               375,000         -

Long term loan agreement dated October 17, 2000, secured by a
delivery van; payable in 60 monthly installments of principal and
interest at an annual interest rate of 5.9%.                                  22,990         -

Advances on a selling agreement dated December 4, 2000 with a dealer
in the trade to sell property owned by the Company, bearing interest at
the annual rate of 18% with principal and accrued interest due on the
sale of the property by the dealer, but in any event, sixty days after the
advance.                                                                      58,275         -
                                                                            --------  --------
                                                                             884,265   200,000
Less current portion                                                         865,510   200,000
                                                                            --------  --------
                                                                            $ 18,755  $      -
                                                                            ========  ========

</TABLE>

                                      F-18
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7.     NOTES  PAYABLE  TO  RELATED  PARTIES

     Notes  payable  to  related  parties  consist  of  the  following:


<TABLE>
<CAPTION>
December 31,                                                       2000        1999
                                                                ----------  ----------
<S>                                                             <C>         <C>
Subordinated note payable to Company's chief executive
officer and principal stockholder, bearing interest at 9.5%
per annum for three months and 12.5% per annum to
maturity.  The note was issued in full satisfaction of a note
of the same amount maturing January 1, 2001 with
interest at 10% per annum. The note matures June 30,
2002, at which time all outstanding principal and interest
is due.                                                         $  959,440  $1,081,283

Subordinated convertible note payable to Company's chief
executive officer and principal stockholder; bearing
interest at 9.5% per annum for three months and 12.5%
per annum to maturity.  The note is convertible into
common shares of the Company at $0.22 per share, as
specified in the agreement.  The note was issued in full
satisfaction of a note of the same amount maturing March
31, 2004 that was convertible at $1.00 per share with
interest at 9% per annum, but in default at December 31,
2000. The note matures in June 30, 2002.                         1,400,000   1,400,000

Note payable to the previous owners of Gehringer and
Kellar, Inc. d/b/a Keystone Coin & Stamp; principal is due
in full on demand, with interest payable monthly at 8%
per annum; secured by all assets of Gehringer and Kellar,
Inc.                                                             1,100,000     339,229

Demand convertible note payable to an entity controlled
by a director of the Company, bearing interest at 13.5%,
interest payable monthly, with a profit sharing interest in a
subsidiary of the Company (Note 10), secured by
inventory of that subsidiary, convertible into common
stock at $.75 per share for the first $500,000 and $1.00 per
share for the remaining $500,000.                                1,000,000           -
                                                                ----------  ----------
                                                                 4,459,440   2,820,512
Less current portion                                             2,100,000     339,229
                                                                ----------  ----------
                                                                $2,359,440  $2,481,283
                                                                ==========  ==========
</TABLE>

Interest expense incurred to related parties during the years ended December 31,
2000  and  1999,  totaled  $344,119 and $120,510, respectively, all of which has
been  paid.

Principal  maturities  of  notes  payable  to  related  parties  are as follows:

Years ending December 31,
2001                       $2,100,000
2002                        2,359,440
                           ----------
                           $4,459,440
                           ==========



                                      F-19
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     INCOME  TAXES

     Effective  with the reverse acquisition on April 28, 1999 (see Note 1), the
Company  changed  its  tax  status  from  an  S-Corporation  to a C-Corporation.

     The  provision  for  income  taxes  consists  of  the following components:

Years ended December 31,   2000     1999
                          -------  -------
Current:
Federal                   $     -  $     -
State                      20,657    5,000
                          -------  -------

                           20,657    5,000
                          -------  -------

Deferred:
Federal                         -    8,000
State                           -    2,000
                          -------  -------

                                -   10,000
                          -------  -------

                          $20,657  $15,000
                          =======  =======


     The  income  tax  effects of significant items comprising the Company's net
deferred  income  tax  assets  and  liabilities  are  as  follows:


December 31,                            2000              1999
                                     ----------        ----------
Deferred tax assets:
Unearned income                      $  15,482         $  73,856
Net operating loss carryforwards       803,294           173,426
Amortization                            24,635                 -
Intangible asset                         7,800             7,800
Accrued vacation pay                     8,529                 -
Other                                    2,230             1,077
                                     ----------        ----------

Gross deferred tax assets              861,970           256,159

Valuation allowance                   (864,369)         (253,781)
                                     ----------        ----------

Deferred tax assets, net of reserve     (2,399)            2,378
                                     ----------        ----------

Deferred tax liabilities:
Depreciation                            (7,601)          (12,378)
                                     ----------        ----------

Net deferred tax liabilities         $ (10,000)         $(10,000)
                                     ==========        ==========

                                      F-20
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The  income tax benefit differs from the amount of income tax determined by
applying  the expected U.S. Federal income tax rate to pretax loss for 2000 as a
result  of:

                                                 2000             1999
                                              ----------        ---------
Computed "expected" tax benefit               $(537,978)     $  (155,930)
Increase (decrease) in income tax benefit
     resulting from:
Nondeductible expenses                            7,045            4,845
Income related to period under S corporation
     status                                           -          (74,800)
State income tax expense                         20,657            5,000
Change in tax status                             (7,024)         (17,896)
Increase in valuation allowance                 610,588          253,781
Other                                           (72,631)               -
                                              ----------        ---------

                                              $  20,657       $   15,000
                                              ==========        =========

     At  December  31,  2000,  the  Company has a Federal tax net operating loss
carryforward of approximately $2,177,000, which expires in 2020, and a state net
operating  loss carryforward of approximately $1,081,000, which expires in 2005.

9.     EQUITY

     On  various dates throughout 2000 and 1999, the Company issued an aggregate
of  243,083  and  17,500  shares  of  common stock to independent contractors as
compensation  for  consulting  services  in  the aggregate amount of $97,500 and
$17,500,  and  at  an  average  of  $0.40 and $1.00 per share, respectively.  In
addition,  during  1999,  the  Company  issued  70,000 shares of common stock in
exchange  for  inventories  totaling  $135,000, which was based on the estimated
market value at the time of issuance.  The Company also issued 201,861 shares of
common  stock  in connection with an acquisition (note 11), which were valued at
the  estimated  market  value  of  approximately  $1.49 per share at the time of
issuance.

     On  August  9,  2000,  the Company sold 140,000 shares of common stock in a
private  placement  to a director of the Company in the aggregate of $70,000, or
$0.50  per  share.


                                      F-21
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


On  July  7,  2000,  the Board of Directors of the Company authorized 15,000,000
shares  of  $.001  par  value  preferred  stock.  As  of  December 31, 2000, the
preferred  shares  are  undesignated.

On April 28, 1999, TIA distributed earnings to its majority stockholder totaling
$1,574,456.  Immediately  following  the distribution and in connection with the
reverse merger, the majority stockholder lent back a portion of the distribution
to  the  Company totaling $1,400,000 as a convertible note payable (see Note 7).

On  various  dates throughout 2000, the Company granted to certain employees and
independent  contractors  1,150,000 stock options to purchase common stock at an
average  exercise  price  of  $0.71  per  share.  The stock options vest and are
exercisable  over three to five year periods.  The stock options were granted at
strike prices, which were set at management's estimate of market value as of the
date  of  grant.

On  various  dates  throughout  fiscal  1999,  the  Company  granted  to certain
employees  and  independent contractors 182,500 stock options to purchase common
stock  at  an  exercise  price  of $2.00 per share.  The stock options vest over
three to five year periods commencing one year from the date of grant. The stock
options  were  granted  at  management's estimate of market value at the date of
grant.

On  various  dates  throughout  fiscal  1999,  the  Company  granted  to certain
employees  and  independent contractors 400,003 stock options to purchase common
stock  at  an  exercise  price  of $4.46 per share.  The stock options vest over
three  to  five  year periods commencing one year from the date of grant.  As of
December  31,  1999, 15,000 stock options had been cancelled.  The stock options
were  granted  at  management's  estimate  of market value at the date of grant.

On  December  29, 1999, the Company granted to certain employees 1,500,000 stock
options  to  purchase  common stock at an exercise price of $1.50 per share. The
stock  options  are  exercisable  on a pro-rata basis each calendar quarter over
three  years  with  first  pro-rata portion vesting on March 31, 2000. The stock
options  were  granted  at  management's estimate of market value at the date of
grant.

On  August  23,  1999,  the  Company  granted  to certain employees 20,000 stock
options  to  purchase  common stock at an exercise price of $4.68 per share. The
stock  options vest over a five year period commencing one year from the date of
grant. As of December 31, 1999, all 20,000 stock options had been cancelled. The
stock  options were granted at management's estimate of market value at the date
of  grant.

On  April  30,  1999,  the  Company granted to certain employees and independent
contractors  345,000 stock options to purchase common stock at an exercise price
of  $1.00  per  share. The stock options vest over a five year period commencing
one year from the date of grant.  The stock options were granted at management's
estimate  of  market  value  at  the  date  of  grant.

                                      F-22
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


On  April  30,  1999,  the  Company granted to certain employees and independent
contractors  345,000 stock options to purchase common stock at an exercise price
of  $1.00  per  share. The stock options vest over a five year period commencing
one year from the date of grant.  The stock options were granted at management's
estimate  of  market  value  at  the  date  of  grant.

Total  options  granted  in 2000 and 1999 to nonemployees, net of cancellations,
total  262,500  and  55,000,  respectively.  The  fair  value  of  such options,
calculated by management using an option pricing model, approximated $15,000 and
$0  for  the  years  ended  December  31,  2000  and  1999,  respectively.

All  options  granted  during fiscal 2000 and 1999 expire at the earlier of five
years  after the vesting date of each option or six months after the termination
of employment or independent contractor agreement for vested option grants only.

The  following  table summarizes information about stock option transactions for
the  years  ended  December  31:

<TABLE>
<CAPTION>
                                              2000                              1999
                                  ------------------------------------------------------------------

                                                     WEIGHTED                          Weighted
                                                      AVERAGE                      Average Exercise
                                  OPTION SHARES   EXERCISE PRICE   Option Shares         Price
                                  --------------  ---------------  --------------  -----------------
<S>                               <C>             <C>              <C>             <C>
Outstanding at beginning of year      2,412,503   $          1.94              -   $               -
Options granted                       1,150,000              0.71      2,447,503                1.98
Options canceled                       (802,503)             1.52        (35,000)               4.59
Options exercised                             -                 -              -                   -
                                  --------------  ---------------  --------------  -----------------
Outstanding at December 31            2,760,000   $          1.21      2,412,503   $            1.94
                                  ==============  ===============  ==============  =================
Exercisable at December 31              683,042   $          1.47              -   $               -
                                  ==============  ===============  ==============  =================
Fair value of options granted         1,150,000   $          0.06      2,412,503   $            1.28
                                  ==============  ===============  ==============  =================
</TABLE>


                                      F-23
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     On  various  dates  throughout 2000, the Company granted to certain vendors
and  a  lender  1,100,000 warrants to purchase common stock of the Company at an
average  exercise  price of $1.34 per share. The warrants have vesting schedules
that  provide  for  immediate  vesting  up to one year and are exercisable up to
three years. At December 31, 2000, vested warrants outstanding are 875,000 at an
average  strike  price  of  $1.00  per  share.

     On February 6, 1999, the Company granted The Michelson Group, Inc. warrants
to  purchase  865,708  shares  at a price of $0.01 per share, in connection with
consulting  and  investment  advisory  services  relating to the reverse merger.
Under  the  terms  of  the  warrant  grant  agreement,  432,854  warrants became
exercisable  on  March  15,  1999 and were exercised prior to December 31, 1999.
Management  estimated  that  the  market  value  of  such warrants was $0.32 per
warrant  at  the  date  of  grant.  Management reflected consulting expense as a
result  of  such  warrant  grant  totaling  $134,185 in 1999.  In July 2000, the
Company  and  The  Michelson  Group,  Inc.  mutually  agreed  to  terminate  the
consulting  and  investment  advisory  agreement.  As  a  result,  the remaining
432,854  warrants  were  cancelled  pursuant  to  the  terms  of the termination
agreement.

     Pro  forma information regarding net (loss) income is required by SFAS 123,
and  is  to be determined as if the Company had accounted for its employee stock
options  granted  during  2000 under the fair value method pursuant to SFAS 123,
rather  than  the  intrinsic  method  pursuant  to APB 25 discussed herein.  The
Company estimates the fair value of each stock option at the grant date based on
the  valuation  of an independent appraisal company.  Had compensation cost been
determined  based  on the fair value at the date of grant for awards in 2000 and
1999 consistent with the provisions of SFAS 123, the Company's net (loss) income
and  (loss)  earnings  per  share would have been equal to the pro forma amounts
indicated  below:

December 31,                                              2000        1999
                                                   ------------  ----------
Net (loss) income -- as reported                   $(1,629,850)  $(473,618)
                                                   ------------  ----------
Net (loss) income - proforma                       $(1,670,832)  $(473,618)
                                                   ============  ==========
Basic and diluted (loss) earnings per share -- as
    reported                                       $     (0.09)  $   (0.03)
                                                   ============  ==========
Basic and diluted (loss) earnings per share
-- proforma                                        $     (0.09)  $   (0.03)
                                                   ============  ==========

                                      F-24
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.  COMMITMENTS  AND  CONTINGENCIES

     LEASES

     The  Company  leases  its  offices  under  non-cancelable  operating  lease
agreements  expiring  in  September  2001  and Keystone leases its offices under
non-cancelable  operating  lease  agreements  expiring  in  December  2002.  The
president  and  vice  president  of  Keystone are the lessors under the Keystone
lease.  Future  minimum  rental  payments  required under the above leases as of
December  31,  2000  are  as  follows:


                             Years ending
                             2001          $       162,331
                             2002                   53,331
                             2003                   13,725
                                           ---------------
                                           $       229,387
                                           ===============

Rent  expense  for  2000  and  1999  was $264,729 and $131,028, respectively, of
which, $36,309 was paid to the president and vice president of Keystone in 2000.


EMPLOYMENT  AND  PROFIT  SHARING  AGREEMENTS

On  September  6,  2000,  the  Company entered into an employment agreement with
Michael  R. Haynes whereby the Company will pay an annual salary of $169,000 and
bonus  arrangements  based  on  profitability  of  the  Company  and  market
capitalization  of  the  Company's  Common  Stock.

In connection with the $1,000,000 convertible note payable (Note 7), the Company
agreed  to  provide  additional compensation to the related party note holder in
the  form  of  profit  sharing  calculated  as 25% of TCI's income before income
taxes,  as  defined,  which  amounted to approximately $6,000 for the year ended
December  31,  2000.

In  December  29,  1999,  the  Company  entered  into employment agreements with
Stephen  J.  Gehringer and Kenneth J. Kellar who were two of the previous owners
of the Company's Keystone subsidiary and who are currently the president and the
vice-president  of  Keystone.  The  agreements  provide for base compensation of
$120,000  per  annum each and a profit sharing arrangement whereby each of these
officers will earn 25% of Keystone's income before amortization for goodwill and
income taxes, as defined. The agreements commenced on January 1, 2000 and expire
on  December  31,  2002.  In January 2001, both of the aforementioned employment
agreements  were amended to $150,000 annual compensation with an increase in the
profit  sharing  arrangement to 40% for each officer of Keystone's income before
amortization  for  goodwill  and  income  taxes, as defined.  For the year ended
December  31,  2000,  Keystone  had  income  of  approximately  $394,000  before
amortization  for  goodwill,  income taxes and the effect of this profit sharing
arrangement.  As  a  result,  the  profit  sharing  component  of  the executive
compensation  aggregated  $197,000  for  the  year  ended  December  31,  2000.


                                      F-25
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONSULTING  AGREEMENT

On  August  6,  2000,  the  Company entered into a consulting agreement with RLH
Enterprises,  Inc.  ("RLH")  to  render  services  relating  to  all  activities
encompassing  the  purchase,  marketing  and sale of rare coins on behalf of the
Company  on an exclusive basis.  The agreement provides for a compensation based
on  the  greater  of  a  guaranteed  fee of $285,000 per year or 37.5% of income
before  taxes,  as defined in the agreement, for the operations of TCI.  For the
year  ended  December  31,  2000,  such compensation was approximately $118,000.

GUARANTEED  LIQUIDATING  AND  BUY  BACK

The  Company provides a Guaranteed Liquidity and Buy Back at Grade warranty (the
"Guarantee")  to its retail rare coin customers. Retail rare coin sales amounted
to  $8,287,067  and  $4,364,566  for the years ended December 31, 2000 and 1999,
respectively. The policy grants the customer the opportunity to sell their coins
back  to the Company at the prevailing market "bid" (below the current wholesale
price).  The  Company  determines the "bid" price based on the prevailing market
price  at  which  the  Company believes it could readily liquidate the coin. The
"bid" price may be substantially below what the customer originally paid for the
coin.

The  values  of  the  rare coins sold to retail customers continually fluctuate.
Furthermore,  retail  customers continually resell or trade coins purchased from
the  Company  with third parties. Once retail customers resell the rare coins to
third  parties,  the  Guarantee  is  void.  Lastly,  the Company has had minimal
historical  experience  with customers exercising the Guarantee. As a result, it
is not possible for the Company to determine the potential repurchase obligation
pursuant  to  the  Guarantee  that  it may be subject to as a result of previous
sales  of  retail  rare  coins.

PROFIT  SHARING  PLAN

The  Company's  profit  sharing  plan  covers all employees who have met certain
service  requirements.  Contributions  to  the plan are at the discretion of the
board  of directors each year; however, contributions can not exceed 15% of each
covered  employee's  salary.  Keystone  maintains a separate profit sharing plan
with  discretionary  contributions  by  the  employer. Contributions made to the
plans  on  a  consolidated  basis  for  2000  and  1999  were  $87,811  and  $0,
respectively.

LEGAL  PROCEEDINGS

The  Company  may  from  time  to  time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach  of  contract  actions  incidental to the operation of its business.  The
Company  is not currently involved in any such litigation with it believes could
have  a  material  adverse  effect  on  its  financial  condition  or results of
operations.


                                      F-26
<PAGE>
                         TANGIBLE ASSET GALLERIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.     BUSINESS  COMBINATIONS

KEYSTONE  ACQUISITION

     On  December  30,  1999 the Company acquired 100% of the outstanding common
stock  of  Gehringer  and  Kellar,  Inc.  d/b/a/  Keystone Coin & Stamp Exchange
("Keystone").  In  connection  with  the  acquisition, the Company acquired 100%
ownership  interest  in Keystone in exchange for 201,861 shares of the Company's
common  stock  valued at approximately $1.49 per share for a total investment of
$300,000.

     The  acquisition  has  been  accounted  for  under  the  purchase method of
accounting.  In  connection  therewith,  the Company acquired $339,229 of assets
and  $339,229  of liabilities, in the form of a note payable to certain Keystone
directors (Note 7).  Goodwill in the amount of $300,000 was recorded as a result
of  the  acquisition  (Note  4).

PROPOSED  ACQUISITION  AND  MERGER  WITH  HOTELINTERACTIVE,  INC.

     As of April 9, 2001, the Company signed a definitive agreement for a merger
between HotelInteractive, Inc. and a newly created subsidiary of the Company, if
completed, resulting in the Company owning HotelInteractive as a wholly owned
subsidiary. The completion of the merger is contingent upon, among other
contingencies, the completion of due diligence by the Company.

     If completed, the merger calls for the Company to issue to the shareholders
of HotelInteractive an aggregate number of common shares of the Company equal to
the  number of common shares of the Company immediately preceding the closing of
the  merger  in exchange for all the outstanding shares of HotelInteractive. The
effect of the completion of the merger would be that shareholders in the Company
would  own  half  as  much  of  the  Company  as  before  the merger and half of
HotelInteractive.




                                      F-27