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 $20,659,346.

     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 February
25,  2000  (See  definition  of  affiliate  in rule 12b-2 of the Exchange Act.),
totals  $4,016,031.

     The  number of shares outstanding of each of the issuer's classes of common
equity, as of February 25, 2000, totals 18,372,215.

                       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 ]


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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.

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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 art, and antique collectibles.  The Company was
organized  as  a Nevada corporation on August 30, 1995 and is currently based in
Newport  Beach,  California.

On  April  28,  1999,  Tangible  Asset  Galleries,  Inc.  (which at the time was
designated  Austin  Land  &  Resources,  Inc.,  a Nevada corporation ("Austin"))
acquired all of the outstanding common stock of Tangible Investments of America,
Inc.,  a Pennsylvania corporation ("TIA") in a business combination described as
a  "reverse  acquisition."  For  accounting  purposes,  the acquisition has been
treated  as  the  acquisition  of  Austin  (the  Registrant)  by  TIA.   TIA was
originally  incorporated  in  Pennsylvania  in 1984.  At the time of its reverse
acquisition  with  Austin,  TIA  operated  as  a retailer and wholesaler of rare
coins,  fine  art,  and  antique collectibles.  TIA agreed to be acquired by the
Company in order to become a publicly trade company.  Management of TIA believes
that  the  Company's  status  as  a publicly traded company would facilitate the
raising  of  capital.  Prior to the acquisition by Austin, management of TIA had
no  relationship  with  the  Company.

Immediately  prior  to  the  acquisition,  Austin had 1,650,000 shares of Common
Stock  outstanding.  As  part of Austin's reorganization with TIA, Austin issued
16,000,000 shares of its Common Stock to the shareholders of TIA in exchange for
490 (100%) shares of TIA Common Stock.  Immediately following the merger, Austin
changed its name to "Tangible Asset Galleries, Inc."  Austin had no revenues and
no  significant  operations prior to the merger.  Subsequent to the acquisition,
the  former  shareholders  of  TIA  constituted  approximately  88% of the total
outstanding  shares  of  the  Common  Stock  of  the  Company  and  the original
shareholders  of  Austin  constituted  approximately 9% of the total outstanding
shares  of  the  Common  Stock  of  the  Company.

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, primarily on a
retail  basis,  collectibles  such  as  fine artworks, antique furniture, lamps,
pottery,  and  china.  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.

Beginning  on  September  1,  1999,  the Company launched the first phase of its
Internet  auction  Web site located at www.tagzinc.com.  The first phase offered
the  sale  of rare coins by the Company to the public via an auction format.  On
October  1, 1999, the Company initiated the second phase of its Internet auction
Web  site,  expanding  it  to offer the sale of fine art and collectibles via an
auction  format.  In November 1999, the Company held its first simultaneous live
and  Internet  fine  art  and  collectibles auction. The Internet portion of the
auction  was  run  in  conjunction  with  Amazon.com and the Company's own fully
auction capable Web site. The Company's auction site offers graded and certified
coins  and  guarantees as to authenticity and condition of all items offered for
sale.

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In  contrast  to  other  auction sites such as Ebay.com, where the site operator
merely  acts as a facilitator of transactions, the Company acts as principals in
its  auctions.  This means that the Company evaluates offerings, collects funds,
pays  consignors,  and  therefore  seeks to eliminate the risks to the public of
bidding on items sold by unknown third parties.  To date, there are only a small
number  of  auction Web sites that offer guarantees comparable to the Company's.

The  Company  also  currently publishes a monthly newsletter, distributed to its
existing customers detailing and describing current events in the numismatic and
fine  collectibles world.  The Company's newsletter also provides customers with
the  opportunity  to  view the Company's current rare coin and fine collectibles
offerings  as  well  as  order  such  offerings  via  telephone.

On  May 28, 1999, the Company expanded its operations by opening a retail outlet
in  the  Las Vegas area.  The Company believes that the Las Vegas area is viewed
as a prime location for development in the coin and art collection arena and the
Company  is working on strategies to expand that marketplace.  In June 1999, the
Company  opened a Tustin, California customer service center, staffed by trained
professionals  who  are  tasked  with answering customer inquiries regarding the
Company's  monthly  newsletter as well responding to customer requests regarding
availability  of certain fine collectibles. In January 2000, the Tustin customer
service  center  was  consolidated  into  the  Company's headquarters located in
Newport  Beach,  California.

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 will
significantly  strengthen 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 will add
further  numismatic  expertise  to  the  Company.  The Company intends to expand
Keystone  to  include  the  sale  of  fine  art  and  collectibles.

HISTORY  OF  THE  COMPANY

TIA,  the Company's predecessor, was originally founded by the Company's current
president,  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.

As previously discussed above, TIA was acquired by the Company on April 28,1999.

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  actively  traded  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.

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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.

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 and
70  represents an uncirculated (or mint state) specimen that is perfect in every
aspect.  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  February  25,  2000,  the  Company employed 24 persons, of which 20 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.

                                  RISK FACTORS

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, 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, a medium sized coin
wholesaler  located  in  Newport Beach, California; Collectors Universe, Inc., a
publicly  traded company; and U.S.  Coins, a medium size coin wholesaler located
in  Houston,  Texas.  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.

In  an  effort  to  remain  competitive  in  the  marketplace,  the  Company has
implemented  the  following  policies so its customers can be confident in their
purchases:

    -Certified  Coins: All coins purchased through the Company are independently
graded  and  certified  by  either  the Professional Coin Grading Service or the
Numismatic  Guaranty  Corporation.  These  are  nationally  recognized  unbiased
third-party  grading  services  that  render  an expert consensus opinion by the
industry's  foremost numismatic experts.  Although Mr. DiGenova was a founder of
PCGS,  he  is  no  longer  affiliated with the Company and does not take part in
PCGS's  grading  of  the  Company's  coins.  The  coins,  along with their grade
designations,  are sonically sealed in a tamper proof acrylic holder designed to
protect  the  coin's  condition  from  environmental damage.  The coin cannot be
removed  from  its  holder,  or the grade change, without destroying the holder.

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    -Guaranteed  Authenticity:  the  Company  unconditionally  guarantees  the
authenticity of every coin it sells.  This guarantee is limited to a full refund
of  the  original purchase price plus ten (10) percent per annum simple interest
on  the  original purchase price from the date purchased from the Company to the
date  returned  because  of  lack  of  authenticity,  provided  that the coin is
returned  in  its  original  unbroken  holder.

    -Guaranteed  Liquidity  and  Buy  Back  at  Grade: the Company guarantees to
repurchase  any  coin  originally  sold  by  the  Company to the original retail
purchaser  at  the  same  numerical grade level at which the coin was originally
purchased  from  the  Company.  The repurchase would be at the Company's current
"Bid"  price for the grade level indicated on the holder (the amount the Company
is  then  offering  to  buy similar coins of the same grade on a below wholesale
basis  or  "Bid").  The Company guarantees that this "Bid" price will be between
5%  to  17.5%, and will never exceed 17.5%, below the then current retail asking
price  for  coins  with similar grades.  The Company's current bid price and the
corresponding retail price could be substantially below the purchaser's original
purchase price.  The Company does not guarantee that a purchaser will be able to
recover  his  or her entire original purchase price but does guarantee liquidity
based  on  current  market  conditions.  The  Company  guarantees  to provide an
immediate cash offer, or at the client's discretion, a consignment sale estimate
on  any  coin  which  was  originally purchased from the Company.  The Company's
pledge  is  to  provide  our  clientele with a liquid marketplace at any and all
times.

    -Unconditional  Seven-Day  Refund:  Every  coin  purchased  (not  including
bullion)  through  the  Company  carries  an unconditional 7-day full money back
guarantee.  If, after inspecting the purchase, the customer wishes to return any
coin  for  a  full refund under this guarantee, the coin must be received by the
Company no later than seven days after postmark (or air bill date) of said coin.
The  purchaser  is,  therefore, encouraged to carefully inspect and evaluate all
coins  during  this  period.  Fine  art and collectibles returns privilege is 30
days.

    -Thirty-Day  Same  as  Cash Exchange: Any item(s) sold by the Company may be
exchanged  for  other  item(s)  of  equal or greater value (at the full original
purchase price) within 30-days of the sale.  Bullion and generic coins, however,
are  excluded.  Generic  coins (or generic issues) are U.S. coins which are very
common  coins  with  graded  populations  of  1,000  or  more.

    -Approval  Service:  The  Company  may send coins and fine art (on a case by
case  basis)  on an approval basis (i.e. allow qualified customers to view items
in  their  homes  or  to  have  such items independently inspected) to qualified
buyers  subject  to  credit  verification  and  approval.

    -Low  Price  Guarantee:  If  any  item purchased from the Company (excluding
bullion and selected common generic issues) is advertised by a legitimate dealer
for  less  than  the  Company's selling price (within 30 days), The Company will
refund  the  difference,  plus  10%  of  the  difference.

    -Statements  of  Value:  A thorough and complete evaluation of the coins and
fine  art  purchased  from  the  Company  will  be  provided to all clients upon
request.  These  reports  provide current liquidation values as well as accurate
data  concerning  profit  and/or  loss  position.

    -Commission Free Selling Service: The Company will liquidate gold and silver
bullion  or  generic  U.S.  coins  for top market prices, free of commissions or
selling  fees,  provided  that  the proceeds are used to purchase coins from the
Company.  Otherwise,  a  service  charge  of  2.5%  (for  bullion  and/or common
generic  issues)  or  10%  (for  rare  U.S.  coinage)  will  be  assessed.

    -Appraisals  of  Currently Owned Materials: The Company will evaluate grade,
performance  potential  and  identify  liquidation  or  hold  strategy  for  its
customers.  This  service  is free of charge if the proceeds from the coins that
are  liquidated  are  used  to  acquire coins through the Company.  Otherwise, a
service  charge  of  2.5%  of  the  total  appraised  value  will  be  assessed.

    -Auction Representation: The Company attends most major numismatic auctions,
and  will  act as an agent on customers' behalf, for the purpose of acquisition,
for  a  nominal  fee  of  2.5%  to  10%,  depending  upon  the amount purchased.

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    -Full  service  PCGS  and  NGC  Submission  Center: The Company will examine
customer's  uncertified  coins to determine suitability for grading (there is no
charge  for  this  service).  The  Company  will  then  submit  the coins on the
customers'  behalf  (at  our  dealer  cost)  to  PCGS  or  NGC  for  grading.

    -Rare  Coin  Strategy  Planning  Sessions:  The  Company  provides  personal
one-on-one  consultations  with  an  experienced,  knowledgeable  numismatic
professional  to  assist  with portfolio planning, rare coin acquisitions and/or
liquidations.  This  is  a  free  service  provided  to  qualified  individuals.

    -Research  Services:  The  Company  will provide a free complete historical,
providence,  price  history and current population data for any coin(s) and fine
art  purchased  from  the  Company.

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.

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.

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

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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.

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."

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

                                     Page 8
<PAGE>

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.  The Company anticipates that Heritage Rare Coins
will represent less than 10% of inventory purchases during the 2000 fiscal year.

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 and 1998, one wholesale
purchaser, Mike's Coin Gallery, located in Redondo Beach, California represented
16%  and  13%  of  the Company's wholesale sales, respectively.  During 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.

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.  The lease is scheduled to terminate on June
30,  2001.  The  Company is actively negotiating with a third party to sub-lease
the  Laguna  Beach, California location. It is an anticipated the sub-lease will
be  effective as of April 1, 2000.  However, there can be no assurances that the
Company  will be able to sub-lease the Laguna Beach facility.  In the event that
the  Company  is unable to sub-lease the Laguna Beach facility, it will continue
to be obligated to pay the monthly lease payments of $5,000 per month until June
30,  2001.

                                     Page 9
<PAGE>

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  will  terminate  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.

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
will  terminate  on  September  30,  2000

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.

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

No  matters  were submitted to the security holders for a vote during the period
covered  by  this  report









                                    Page 10
<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.

                                                          BID PRICES
     YEAR     PERIOD                                    HIGH       LOW
                                                       -------   -------
     1999     First  Quarter                              n/a      n/a
              Second Quarter (5/18/1999 to 6/30/1999)     7.38     3.25
              Third  Quarter                              6.25     1.25
              Fourth Quarter                              3.00     1.25

Pursuant  to  NASD Eligibility Rule 6530 (the "Rule") issued on January 4, 1999,
issuers who do not make current filings pursuant to Sections 13 and 15(d) of the
Securities Act of 1934 are ineligible for listing on the NASDAQ Over-the-Counter
Bulletin  Board  and  are  subject to de-listing pursuant to a phase-in schedule
depending  on  each  issuer's  trading symbol as reported on January 4, 1999. As
previously  discussed, the Company's trading symbol on January 4, 1999 was ASLR.
Therefore,  pursuant  to  the  phase-in  schedule,  the  Company  was subject to
de-listing on September 1,1999.  One month prior to an issuer's de-listing date,
non-complying issuers will have their trading symbol appended with an "E".  As a
result  the Company's trading symbol was changed to TAGZE on August 6, 1999.  As
the Company 's was not compliant with the Rule on September 1, 1999, the Company
was  delisted  from  the  OTCBB and began trading on National Quotation Bureau's
"Pink  Sheets".

Following  the  filing  and clearance of a registration statement on Form 10-SB,
the  Company  became  compliant  with  the Rule and was reinstated to the NASDAQ
Over-the-Counter  Bulletin  Board  in  January  2000.

NUMBER  OF  SHAREHOLDERS

The number of beneficial holders of record of the Common Stock of the company as
of the close of business on December 31, 1999 was 44.  Many of the shares of the
Company's  Common  Stock  are  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  April  28,  1999,  Tangible  Asset  Galleries,  Inc.  (which at the time was
designated  Austin  Land  &  Resources,  Inc.,  a  Nevada corporation ("Austin")
acquired all of the outstanding common stock of Tangible Investments of America,
a  Pennsylvania  corporation  ("TIA")  in  a business combination described as a
"reverse  acquisition."   As  part  of  the  reorganization,  the Company issued
16,000,000 shares of its "restricted" (as that term is defined under Rule 144 of
the  Securities Act of 1933) Common Stock to the shareholders of TIA in exchange
for  all of the outstanding shares of TIA.  Such shares include the shares owned
by  officers  and directors of the Company as set forth in the Section "Security
Ownership of Certain Beneficial Owners and Management" hereunder.  This issuance
was  an  isolated transaction not involving a public offering conducted pursuant
to  Section  4(2)  of  the  Securities  Act  of  1933.

                                    Page 11
<PAGE>

On  April  28,  1999,  the Company issued 17,500 shares of "restricted" (as that
term  is  defined  under Rule 144 of the Securities Act of 1933) Common Stock to
MRC Legal Services Corp., the Company's securities counsel, in consideration for
legal  services  rendered  valued  at  $17,500.  The  issuance  was  an isolated
transaction  not  involving a public offering conducted pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

On  April  28,  1999,  the  Company issued 432,854 shares of "restricted" Common
Stock  to  the  Michelson Group in connection with the exercise of a warrant, an
accredited  unrelated third-party, pursuant to a Corporate Development Agreement
entered  into  between  the  Company  and  the  Michelson  Group in exchange for
consulting  services  valued  at  $134,185.  The  issuance  was  an  isolated
transaction  not  involving a public offering conducted pursuant to Section 4(2)
of  the  Securities  Act  of  1933.

On  June  4, 1999, the Company issued 70,000 shares of "restricted" Common Stock
to  an  accredited  unrelated  third  party  in exchange for inventory valued at
$135,000.  The  issuance  was  an  isolated  transaction  not involving a public
offering  conducted  pursuant  to  Section  4(2)  of the Securities Act of 1933.

On  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.

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 12
<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.  The  information presented in this table assumes the acquisition of
TIA  by  the  Company.  The information below does not include the operations of
Keystone  as  the  company  was  acquired  at  the close of business on the last
operating  day  of  the  fiscal  year.


                                                        Year Ended

                                                       December 31,
                                                      ---------------

                                                       1999    1998
                                                      ---------------

Net Revenues                                          100.0%  100.0%

Cost of Sales                                          81.5%   82.7%
                                                      ---------------

Gross Profit                                           18.5%   17.3%

Selling, General and Administrative Expenses           19.0%    9.6%
                                                      ---------------

Income from Operations                                (0.5)%    7.7%
Other Income (Expense)                                (1.7)%  (0.4)%
                                                      ---------------

Income Before Income Taxes                            (2.2)%    7.3%

Provision for (Recovery of) Income Taxes                0.1%    0.1%
                                                      ---------------
Net Income (Loss)                                     (2.3)%    7.2%
                                                      ===============







                                    Page 13
<PAGE>


FOR  THE  YEARS  ENDED  DECEMBER  31,  1999  AND  1998

The  Company's  net  loss  for  the year ended December 31, 1999 was $473,618 or
$0.03  per  share  on  a  basic  and diluted basis, as compared to net income of
$1,397,865  or  $0.09 per share on a basic and diluted basis, for the year ended
December  31,  1998.  The  decrease in profitability was primarily the result of
increased  selling,  general  and  administrative  expenses  as discussed below.

NET  REVENUES

The  table  below  reflects  the  breakdown  of  the  Company's primary areas of
revenue.

                                   Year Ended              Year Ended
                               December 31, 1999       December 31, 1998
                           ------------------------  ---------------------
                                    Amount     %          Amount       %
                           ------------------------  ---------------------
Net Revenues
  Coins - Wholesale        $  15,238,520     73.8%   $  11,722,016   60.0%
  Coins - Retail               4,373,799     21.1        6,999,860   35.8
  Fine Art & Collectibles      1,047,027      5.1          814,102    4.2
                           ------------------------  ---------------------
Total Net Revenues         $   20,659,346    100.0%  $  19,535,978  100.0%
                           ========================  =====================

Net  revenues for the year ended December 31, 1999 increased 5.8% to $20,659,346
from  $19,535,978  for  the  year  ended  December  31,  1998. This increase was
primarily  due to the strength of the wholesale rare coin market, but was offset
by  the  unanticipated  weakness  in the retail coin market. Wholesale rare coin
sales  increased  30.0% to $15,238,520 for the year ended December 31, 1999 from
$11,722,016  for  the  year  ended  December  31,  1998.  Retail rare coin sales
decreased  37.5%  to  $4,373,799  for  the  year  ended  December  31, 1999 from
$6,999,860  for  the year ended December 31, 1998. This decrease was in spite of
the  Company's continued focus on retail sales; market forces resulted in higher
wholesale  sales  than  expected.  During  the year ended December 31, 1999, the
Company continued its focus on the accumulation of its collectibles inventory in
anticipation  of  launching  its  live  and  online  fine  art  and collectibles
auctions.  The  Company's first fine art and collectible live and online auction
was  held  in  November  1999. Fine art and collectible sales for the year ended
December 31, 1999 increased 28.6% to $1,047,027 from $814,102 for the year ended
December  31,  1998.

COST  OF  SALES

Cost of sales for the year ended December 31, 1999 increased 4.2% to $16,828,352
from  $16,146,584  for  the  year  ended  December  31,  1998. This increase was
primarily  due  to  increased  sales.  The  cost of sales as a percentage of net
revenue  decreased  to  81.5%  (1999)  from  82.7%  (1998) during the comparable
periods.  The  decrease  in  cost  of  sales  as a percentage of revenue, in the
current  period  over  comparable period, was due to a favorable mix of products
sold.  The  Company's  cost of sales as percentage of net revenue will vary from
period  to  period  depending  on  the  prevailing  market forces and the mix of
products  sold.

GROSS  PROFIT

Gross  profit for the year ended December 31, 1999 increased 13.0% to $3,830,994
from  $3,389,394  for  the  year  ended December 31, 1998. The gross profit as a
percentage of net revenue increased to 18.5% (1999) from 17.3% (1998) during the
comparable  year.  This  increase  was due to the favorable mix of products sold
during  the  year.  The  ability  of the Company to realize the highest possible
gross profit on the sales of products is dependent on market demand for specific
types  of  products  that  may  or  may  not  be  readily  available to Company.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

Selling,  general  and  administrative  expenses for the year ended December 31,
1999  increased 108.2% to $3,920,649 from $1,883,093 for the year ended December
31,  1998.  The  increase  in  these expenses were due to:  increases in selling
expenses  relating  to  the  shift  in  focus  toward  retail  sales;  the costs
associated  with  the  Company's  initial  public  filings; the expansion of the

                                    Page 14
<PAGE>

administrative  infrastructure  to  support  the  requirements of public company
reporting  and the Company's growing retail operations; and the costs associated
with  developing  an  Internet  based auction site. The increase in expenditures
included  a  one-time consulting expense to the Michelson Group in the amount of
$134,185  that was the assigned fair value of stock warrants granted in exchange
for  services  rendered  in  connection  with  the  reverse acquisition. See the
Certain  Relationships  and  Related  Transactions  section of this document for
further  details.

OTHER  INCOME  AND  EXPENSES

Other  expenses  for  the  year  ended  December  31,  1999  increased 293.6% to
$368,963  from  $93,736  for the year ended December 31, 1998. This increase was
primarily  due  to  a  282.2%  increase  in interest expenses for the year ended
December 31, 1999 to $338,006 from $88,428 for the year ended December 31, 1998.
During  the  current  year,  the  Company's investment in Numismatic Interactive
Network,  LLC,  customer  lists  and leasehold improvements amounting to $4,550,
$21,247  and  $12,958  respectively  were  written  off.

PROVISION  FOR  INCOME  TAXES

The  provision for income taxes for the year ended December 31, 1999 was $15,000
as  compared  to  $14,700  for  the  year  ended December 31, 1998. Prior to the
Company's  reverse  acquisition on April 28, 1999, the Company had elected to be
taxed  as  an S-Corporation for federal and state purposes. Under the provisions
of  this election, with the exception of the California 1.5% surtax, the Company
did  not  pay corporate tax on its income. However, the stockholders were liable
for  their  respective  share  of  income taxes on the Company's taxable income.
Subsequent  to  the  reverse  acquisition,  the  Company  began  to  provide for
corporate  income taxes based on the combined federal and state statutory rates.

LIQUIDITY  AND  CAPITAL  RESOURCES

Cash  increased  $39,597  for the year ended December 31, 1999, primarily due to
increased  financing activities that occurred as inventory levels were increased
so  that  Company  could  continue  to  expand  into  rare  coins,  fine art and
collectibles  on  a  retail level. Comparatively, cash increased $17,740 for the
year ended December 31, 1998 due to increased sales and profitability during the
period.

Net  cash  used in operating activities for the year ended December 31, 1999 was
$2,118,360,  consisting primarily of the Company's net loss and the increases in
the  Company's  inventory  and  accounts receivable that was partially offset by
non-cash  operating  expenses  including consulting and legal services exchanged
for  stock  warrants  and  common  stock,  depreciation and amortization and the
write-down  of customer lists. Net cash provided by operating activities for the
year ended December 31, 1998 was $914,103, consisting primarily of the Company's
net  income  of  $1,397,865,  adjusted  by  increases  in inventory and accounts
payable  and  a  decrease  in  accounts  receivable.

Net  cash  used in investing activities for the year ended December 31, 1999 was
$107,908  consisting  primarily  of  additions  to  property  and  equipment and
long-term  rental  deposits.  Net cash used in investing activities for the year
ended  December  31,  1998  was $12,574 consisting primarily of an investment in
Numismatic  Interactive  Network,  LLC.

Net  cash  provided by financing activities for the year ended December 31, 1999
was  $2,265,865  consisting  primarily  of  borrowing's under a revolving credit
agreement,  proceeds of interest-bearing stockholder loans and the proceeds of a
convertible,  interest-bearing  stockholder  note  payable  that  were partially
offset  by  stockholder distributions. Net cash used in financing activities for
the year ended December 31, 1998 was $883,789 consisting primarily consisting of
the  reduction of cash overdrafts and stockholder distributions partially offset
by  borrowings  under  a  revolving  credit  agreement.

                                    Page 15
<PAGE>

NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES

During the year ended December 31, 1999, the Company issued 70,000 common shares
in  exchange  for  inventory  with  a  fair value of $135,000 and entered into a
capital  lease for equipment with a fair value of $15,436. On December 30, 1999,
in  connection  with  the acquisition of Gehringer & Kellar, Inc. d.b.a Keystone
Coin  &  Stamp  Exchange,  the  Company  purchased  assets  with a fair value of
$339,229  and  assumed  liabilities amounting to $339,229. During the year ended
December 31, 1998, the Company entered into a capital lease for equipment with a
fair  value  of  $14,449.

On  December  1,  1998,  the Company's predecessor, TIA entered into a revolving
credit  agreement  with a limit of up to $600,000 with a rate of interest at the
prime  rate  plus  2.625%  collateralized  by  the Company's assets and personal
guarantee  of  the  Company's president. In September 1999, the revolving credit
agreement  was  terminated  and  the outstanding balance was repaid in full. The
credit  facility  was replaced with 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.  The  outstanding balance of the line of
credit  at  December  31,  1999  was  $  1,840,000.  In addition, the Company is
attempting  to  negotiate  an  increase in its line of credit to $5,000,000. The
Company  has  also  retained  the  services of the Michelson Group to assist the
Company  in  a potential bridge financing in order to finance future growth. See
Certain Relationships and Related Transactions. The Company anticipates that the
additional  line  of credit and funds from the possible bridge financing will be
used  for increased inventory, capital expenditures, and potential acquisitions.
However, there can be no assurances that the Company will be able to secure such
financings.

On  March  31,  1999  the  Company's  predecessor,  TIA, executed a convertible,
interest-bearing  note  payable  in  exchange for cash advanced by the Company's
principal  stockholder and president in the amount of $1,400,000. The note bears
interest  at  the  rate of 9.0% per annum and the interest is payable quarterly.
The  note,  including, any unpaid interest, will become due and payable on March
31, 2004. The note's conversion provision grants the holder the right to convert
the  principal  amount,  in whole or in part, into shares of common stock of the
Company  at  a  conversion price of $1.00 per share at any time. The note grants
the  holder  the  right  to extend payment for up to five renewal periods of one
year  each.  Management  may  accelerate  the repayment of the note based on the
availability  of  cash  flow.

During  the  year,  the  Company's  principal stockholder and president advanced
cash,  evidenced  by unsecured notes payable totaling $1,326,992, to the Company
on a short-term, non-interest bearing basis until September 30, 1999. On October
1,  1999, the notes payable began to accrue interest at the rate of 10% annually
payable on a quarterly basis. On December 31, 1999 the Company and the principal
stockholder agreed to revise the repayment terms of the notes payable so that no
repayment  would  occur  until January 1, 2001. The balance of stockholder notes
payable  as  of  December  31,  1999  was  $1,081,283.

CAPITAL  EXPENDITURES

The  Company  incurred  capital  expenditures  of  $85,268 during the year ended
December  31, 1999 consisting primarily of computer hardware, computer software,
office  equipment and leasehold improvements. The Company will continue to incur
capital  expenditures  to  further enhance its auction, marketing and accounting
computer  hardware  and  software,  and  make  leasehold improvements at its new
corporate headquarters in Newport Beach, California through the end of the first
quarter  of  the  fiscal  year  ending  December  31,  2000.

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  monthly 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.
Unless  the  Company  is  able  to  negotiate the termination or sublease of its
Laguna Beach and Tustin offices on favorable terms, the Company will be required
to  pay an aggregate of approximately $120,000 in rental payments for its Laguna
Beach  premises and approximately $8,000 for its Tustin premises over the course
of  their  respective  leases.

YEAR  2000  DISCLOSURE

The  Company  has completed a review of its computer systems and non-information
technology  ("non-IT") systems to identify all systems that could be affected by
the  inability of many existing computer and micro-controller systems to process
time-sensitive  data  accurately  beyond  the year 1999, referred to as the Year
2000  or  Y2K  issue.  The  Company  is  dependent  on third-party applications,
particularly  with  respect  to  such critical tasks as accounting, billing, and
inventory  control.  The  Company  also  relies  on  its own computer and non-IT
systems,  (which  consists  of  personal  computers, internal telephone systems,
internal  network  server,  and  operating systems). In conducting the Company's
review  of  its internal systems, the Company performed operational tests of its
systems  that  revealed  no Y2K problems. As a result of its review, the Company
has  discovered  no  problems  with  its  systems  relating to the Y2K issue and
believes  that  such  systems  are  Y2K  compliant.  Costs  associated  with the
Company's  review  were  not  material  to  its  results  of  operations.

                                    Page 16
<PAGE>

Although  the  Company  did  not  experience any Y2K related problems during the
changeover from the year 1999 to the year 2000, because of the complexity of the
Year 2000 issue and the interdependence of organizations using computer systems,
there can be no assurances that the Company's efforts, or those of third parties
with  whom  the  Company  interacts,  have fully resolved all possible Year 2000
issues.  Failure  to  satisfactorily  address  the  Year 2000 issue could have a
material  adverse effect on the Company. The most likely worst case Y2K scenario
which  management  has  identified  to  date  is  that, due to unanticipated Y2K
compliance problems, the Company may be unable to bill its customers, in full or
in part, for product sold. Should this occur, it would result in a material loss
of  some  or  all  gross  revenue to the Company for an indeterminable amount of
time,  which  could  cause the Company to cease operations. Although the Company
has  received  written  assurances  from  all  of  its major suppliers (coin and
collectibles  suppliers  such as Heritage Rare Coins and Lipton Rare Coins) that
they  are,  or  will  be,  Year 2000 compliant, should any such supplier fail to
adequately  address  the  Year 2000 problem, the Company's only recourse for any
damages  suffered  as  a result would be through litigation. The Company has not
yet  developed  a  contingency plan to address this worst case Y2K scenario, and
does  not  intend  to  develop  such  a  plan  in  the  future.

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

Prior  to the acquisition of TIA by Austin, as previously described, the Company
engaged  Barry  L.  Friedman,  P.C.,  Certified Public Accountants, to audit the
Company'  s  financial  statements for The fiscal years ended December 31, 1997,
and  December  31,  1998.  TIA's  Certified  Public  Accountants were Goldenberg
Rosenthal  LLP.

Prior  to  October  1,  1998, TIA's Certified Public Accountants were Schmeltzer
Master  Group, PC ("Schmeltzer Master").  On October 1, 1998, Schmeltzer Master,
dissolved  and  substantially  all  of  the shareholders and staff of Schmeltzer
Master  joined  Goldenberg  Rosenthal  Friedlander,  LLP  to  become  Goldenberg
Rosenthal, LLP  ("Goldenberg Rosenthal") Schmeltzer Master was retained to audit
the  financial  statements  of  TIA for the fiscal year ended December 31, 1997.

Although  Schmeltzer  Master  issued  an  opinion  as  to  TIA's  balance sheet,
Schmeltzer  Master disclaimed an opinion with respect to the statement of income
and  retained  earnings  and  cash  flows for the year ended December 31,1997 as
Schmeltzer  Master had not been previously audited the physical inventory of TIA
as at December 31, 1996.  Subsequently, the Company engaged Goldenberg Rosenthal
to  perform  additional procedures so as to issue an unqualified opinion for TIA
the  year  ended  December  31,  1997.  There have been no disagreements between
management  and  its  former accountants, Schmeltzer Master of the type that are
required  to be reported under this Item 8 from January 1, 1997 through the date
of  the  dissolution  of  Schmeltzer  Master  on  October  1,  1998.

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. As of the same date the firm of BDO
Seidman,  LLP  was  engaged  as  the  independent accountant for the Registrant.


                                    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 offices 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.

                                    Page 17
<PAGE>

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

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

Silvano  A.  DiGenova     37     Chief  Executive  Officer,  President,
                                 Secretary,  and  Chairman  of  the  Board

Michael  Bonham           41     Vice  President  of  Sales  &  Marketing,
                                 and  Director

Paul  Biberkraut          39     Controller  and  Vice  President  of
                                 Finance

SILVANO  A.  DIGENOVA  is  currently  the  Company's  Chief  Executive  Officer,
President,  Secretary,  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.

MICHAEL  BONHAM  is  currently the Company's Vice President of Sales & Marketing
and  a member of the Company's Board of Directors.  From March 1991 to May 1999,
Mr.  Bonham  assisted TIA as an independent contractor responsible for sales and
marketing.  Mr. Bonham has extensive experience in the bullion markets.  Between
January  1987 through March 1991, Mr. Bonham worked with International Rare Coin
&  Bullion.

PAUL  BIBERKRAUT  is  currently  the  Company's Controller and Vice-President of
Finance.  From  November 1997 to June 1999, Mr. Biberkraut was the Controller of
Quality  Systems,  Inc.,  a  publicly traded healthcare software company.   From
August  1995  to  October  1997,  Mr.  Biberkraut  was  the Managing director of
Stampendous, Inc., a privately held manufacturer of decorative rubber stamps and
accessories.  From June 1991 to June 1995, Mr. Biberkraut was the Vice-President
of  Finance  of  First  National  Lenders,  a  privately held mortgage brokerage
company.  Mr. Biberkraut attended McGill University where he received a Bachelor
of   Commerce  and  Graduate  Diploma  in  Public  Accountancy  in 1981 and 1983
respectively.  Mr. Biberkraut is a Chartered Accountant and has been a member of
the  Canadian  Institute  of  Chartered  Accountants since 1984.  Mr. Biberkraut
received a Master of Business Administration from Pepperdine University in 1994.
Mr.  Biberkraut is also the Chairman of the Supervisory Committee of the Anaheim
Area  Credit  Union.

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, the Company has
been  informed  that  all  Section  16(a)  filing requirements applicable to the
Company's  officers,  directors  and  greater than ten percent shareholders were
complied  with.

                                    Page 18
<PAGE>

ITEM  10  -  EXECUTIVE  COMPENSATION

On  April  30,1999  the  Company  entered into an oral employment Agreement with
Silvano  DiGenova,  the Company's President, CEO, Secretary, and Chairman of the
Board  of  Directors, whereby the Company will pay Mr. DiGenova an annual salary
of $310,000. This agreement may be canceled at any time by either the Company or
Mr. DiGenova.  Additionally, the Company has agreed to provide Mr. DiGenova with
an  automobile  at  a  cost  of  up  to  $10,000  per  year.

On  April  30,1999  the  Company  entered into an oral employment Agreement with
Michael Bonham, the Company's Vice President of Sales and Marketing, whereby the
Company  will pay Mr. Bonham an annual draw of $50,000 plus commissions on sales
attributable  to  Mr.  Bonham.  In  addition  to  his  annual  compensation, the
Agreement  confirmed  the prior issuance of options to purchase 75,000 shares of
the  Company's  common  stock at an exercise price of  $1.00 per share that vest
over  a  period  of  five  years.

On  October  26,1999  the Company entered into an oral employment Agreement with
Paul Biberkraut, the Company's Controller and Vice President of Finance, whereby
the  Company  will  pay  Mr.  Biberkraut  an  annual  salary  of  $90,000  plus
discretionary  bonus  to  be determined by the company's Board of Directors.  In
addition  to  his annual salary, the Agreement issued options to purchase 75,000
shares  of  the  Company's  common stock at an exercise price of  $2.00 per that
vest  over  a  period  of  five  years.


                                    Page 19
<PAGE>
                           SUMMARY COMPENSATION TABLE

The  Summary  Compensation  Table  shows  certain  compensation  information for
services  rendered  in  all capacities for the year ended December 31, 1999, the
fiscal  year  ended  December  31,  1998, and the fiscal year ended December 31,
1997.  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.

                             SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                  Annual Compensation                         Long Term Compensation
                                -----------------------                  Awards                  Payouts
                                                                        ----------------------------------
                                                          Restricted    Securities
Name and                                   Other Annual     Stock       Underlying   LTIP       All Other
Principal               Salary      Bonus  Compensation     Awards       Options    Payouts    Compensation
Position        Year     ($)         ($)       ($)           ($)         SARs (#)     ($)           ($)
-----------------------------------------------------------------------------------------------------------
<S>             <C>     <C>          <C>       <C>           <C>            <C>      <C>           <C>
Silvano         1999   250,000       -0-      5,875          -0-            -0-      -0-           -0-
DiGenova
(President,
CEO)
                1998   250,000       -0-       -0-           -0-            -0-      -0-           -0-

                1997   150,000       -0-       -0-           -0-            -0-      -0-           -0-

Michael         1999     -0-         -0-    109,987          -0-          75,000     -0-           -0-
Bonham
(V.P. Sales &
Marketing)
                1998     -0-         -0-       -0-           -0-            -0-      -0-           -0-

</TABLE>

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


                 NUMBER OF SECURITIES            PERCENT OF TOTAL
                      UNDERLYING               OPTIONS/SAR'S GRANTED
                     OPTIONS/SAR'S          TO EMPLOYEES IN YEAR ENDED    EXERCISE OF BASE        EXPIRATION
NAME                  GRANTED (#)               DECEMBER 31, 1999 (%)       PRICE ($/SH)              DATE
-----------------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>                         <C>                  <C>
Silvano DiGenova          -0-                         n/a                         n/a                 n/a

Michael Bonham          75,000                        3.0                         1.00             04/30/2009
</TABLE>


<TABLE>
<CAPTION>
                          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                                 AND FY-END OPTION/SAR VALUES

                                                                                      Value of
                                                       Number of Unexercised       Unexercised In-
                     Shares Acquired                   Securities Underlying     The-Money Option/SARs
                      On Exercise       Value          Options/SARs At FY-End       At FY-End ($)
Name                      (#)         Realized ($)    Exercisable/Unexercisable  Exercisable/Unexercisable
-------------------------------------------------------------------------------------------------------------
<S>                       <C>             <C>               <C>                           <C>
Silvano DiGenova          -0-             n/a               n/a                           n/a

Michael Bonham            n/a             n/a             0/75,000                      0/79,500
</TABLE>


                                    Page 20
<PAGE>

COMPENSATION  OF  DIRECTORS

Currently,  Directors  of  the  Company  receive  no  compensation.

ITEM  11  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets  forth, as of February 25, 2000, certain information
with  respect  to  the  Company's  equity  securities  owned  of  record  or
beneficially by (i)  each  Officer  and  Director  of  the  Company;  (ii)  each
person  who  owns  beneficially  more  than  5%  of  each class of the Company's
outstanding  equity  securities;  and  (iii)  all  Directors  and  Executive
Officers  as  a  group.


                         Name and Address of        Common Stock   Percent of
Title of Class           Beneficial Owner           Outstanding    Outstanding
-----------------------  -------------------------  -------------  ------------
                         Silvano A. DiGenova
                         3444 Via Lido
Common Stock             Newport Beach, California    15,492,500         84.33%

                         Mike Bonham (1)
                         3444 Via Lido
Common Stock             Newport Beach, California        15,000            <1%

                         Paul Biberkraut (2)
                         3444 Via Lido
Common Stock             Newport Beach, California           500             0%

All Directors and
Officers as a Group (3
 Persons)                                             15,508,000         84.41%
                                                     ============  =============


                                    Page 21
<PAGE>

1)  Includes  options  to  purchase  15,000 shares of the Company's Common Stock
exercisable on April 30, 2000.  Does not include an additional 60,000 options to
acquire  shares  of  the  Company's  common  stock  which  vest  in 15,000 share
increments  each year over the next four years beginning on April 30, 2001 at an
exercise  price  of  $1.00  per  share.

2)  Does  not  include  75,000 options to acquire shares of the Company's common
stock  which  vest in 20% increments each year over a five year period beginning
on  October  26,  2000  at  an  exercise  price  of  $2.00  per  share.

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.

ITEM  12  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  February  5,  1999,  Tangible  Investments  of  America, Inc., the Company's
predecessor,  entered  into a Corporate Development Agreement with the Michelson
Group,  Inc.  ("Michelson").  As  part of the agreement, Michelson has agreed to
provide  consultation  and  corporate  development  services  on  behalf  of the
Company.  In  return,  the  Company  has  agreed  to compensate Michelson in the
amount of $6,500 per month in addition to warrants to purchase up to 4.9% of the
outstanding  shares  of  the  Common  Stock  of  the  Company  (as  calculated
following  the  completion  of  a  private  placement  by  the  Company  (the
"Offering"))  at  an  exercise  price  of  $0.01.  Pursuant  to  the  Agreement,
Michelson  has  agreed that the exercise of the warrants adhere to the following
schedule:  one  half  of  the  warrants  can  be exercised upon execution of the
Agreement;  an  additional one fourth when the Company breaks escrow on a bridge
financing  in  the  amount  of $1,000,000; and the remaining one fourth upon the
Company  breaking  escrow  on an equity financing of $3,000,000 or more.   As of
December  31,  1999,  432,854  warrants  have  been  exercised, resulting in net
proceeds  of  approximately  $4,328  to  Company.   The  Company  reflected
compensation  expense  totaling  $134,185  in  its  consolidated  statement  of
operations  for  the  year ended December 31, 1999, to reflect the fair value of
such  warrant  grant.

On  March  15,  1999  Tangible  Investments  of  America,  Inc.,  the  Company's
predecessor,  pursuant  to  the  unanimous  consent  of  the Board of Directors,
declared  a  distribution  of  $1,400,000  to  Silvano  DiGenova,  it's  sole
shareholder.  On  March  31, 1999 the Directors of the Company, in consideration
of  funds  advanced  by  the  sole  shareholder  to the Company in the amount of
$1,400,000, executed a convertible note in favor of Silvano DiGenova of the same
amount.  Interest  is  payable  quarterly  at  an  annual rate of 9%.  The note,
including  any  unpaid  accrued  interest thereon will become due and payable on
March  31,  2004.  The  note  contains  certain  acceleration,  extension  and
conversion  provisions.  The  conversion provision allows Mr. DiGenova the right
to  convert  the  principal amount on this note, or any portion of the principal
amount  into shares of the common stock of the Company at a conversion price for
each  share equal to $1.00 at any time.  The note grants the holder the right to
extend  payment  for  up  to  five  renewal  periods  of  one  year  each.

On  April  28, 1999, the Company (which at the time was designated Austin Land &
Resources,  Inc.,  acquired  all  of  the  outstanding  common stock of Tangible
Investments  of  America, Inc., a Pennsylvania corporation ("TIA") in a business
combination  described  as  a  "reverse  acquisition."  As  part  of  the
reorganization,  the Company issued 16,000,000 shares of its Common Stock to the
shareholders  of  TIA  in  exchange  for all of the outstanding shares of Common
Stock of TIA.  Such shares include the shares owned by officers and directors of
the  Company  as  set  forth  in  the  Section  "Security  Ownership  of Certain
Beneficial  Owners  and  Management"  hereunder.

During  the  year,  the  Company's  principal stockholder and president, Silvano
DiGenova  advanced  cash,  evidenced  by  unsecured  notes  payable  totaling
$1,326,992,  to  the  Company  on a short-term, non-interest bearing basis until
September  30,  1999.  On  October  1,  1999,  the notes payable began to accrue
interest  at  the rate of 10% annually payable on a quarterly basis. On December
31,  1999  the  Company and Mr. DiGenova agreed to revise the repayment terms of
the  notes  payable  so that no repayment would occur until January 1, 2001. The
balance of notes payable to Mr. DiGenova as at December 31, 1999 was $1,081,283.

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.


                                    Page 22
<PAGE>

TEM  13  -  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(A)  EXHIBITS

ITEM 1 - INDEX TO 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)*   Lease dated June 15, 1996 by and between Tangible
             Investments of America and LBP Enterprises for the
             lease of real property located at 1550 South Coast
             Highway, Laguna Beach, California.

   (10.2)*   Lease dated March 31, 1999 by and between Tangible
             Investments of America and Tustin Business Center,
             L.P. for the lease of real property located at 17842
             Irvine, Boulevard, Tustin, California.

   (10.3)*   Line of Credit between Tangible Investments of
             America, Inc. and Wells Fargo Bank, dated  December
             1, 1999.

   (10.4)*   Investment Banking Agreement by and between Tangible
Investments of  America  and  the  Michelson  Group
dated  February  3,  1999.

   (10.5)*   Convertible  Note by and between Tangible Investments
             of America and Silvano DiGenova dated
             March 31, 1999.

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

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

   (16.0)*   Letter from former accountant Schmeltzer Master Group, PC

   (27.0)    Financial Data Schedule

________________________
*Previously Filed


                                    Page 23
<PAGE>
(B)  REPORTS  ON  FROM  8-K

On  December  22,  1999,  the  Company  filed a Current Report on Form 8-K dated
December 21, 1999 reporting under Item 4, a change in its certifying accountants
from  Barry  L.  Friedman,  PC and Goldenberg Rosenthal, LLP to BDO Seidman LLP.

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


                              SIGNATURES

Pursuant  to  the  requirements  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.




                                   TANGIBLE  ASSET  GALLERIES,  INC.

                                   By  /s/  Silvano  DiGenova
                                   ----------------------------------
                                   Silvano  DiGenova
                                   President  &  CEO
















                                    Page 24
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                                    CONTENTS



Independent  Auditors'  Reports                             F-2

Financial  Statements                                       F-3

Consolidated  Balance  Sheets                               F-4

Consolidated  Statements  of  Operations                    F-5

Consolidated  Statements  of  Stockholder's  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, 1999, and
the related consolidated statements of operations, stockholder's 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 generally accepted auditing standards.
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  generally  accepted  accounting  principles.


                                        /s/ BDO Seidman, LLP
                                        BDO  Seidman,  LLP

Costa  Mesa,  California
February  25,  2000

                                      F-2
<PAGE>


INDEPENDENT  AUDITORS'  REPORT


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


We  have  audited  the  accompanying  balance sheet of Tangible Asset Galleries,
Inc.,  formally  known  as  Tangible  Investments of America, as of December 31,
1998,  and  the  related  statements of operations, cash flows and stockholder's
equity  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 generally accepted auditing standards.
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 financial statements referred to above present fairly, in
all material respects, the financial position of Tangible Asset Galleries, Inc.,
formally  known as Tangible Investments of America, as of December 31, 1998, and
the  results  of  its  operations  and its cash flows for the year then ended in
conformity  with  generally  accepted  accounting  principles.


                                   /s/ Goldenberg Rosenthal, LLP
                                   Goldenberg  Rosenthal,  LLP

Jenkintown,  Pennsylvania
August  17,  1999



                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                         TANGIBLE ASSET GALLERIES, INC.

                           CONSOLIDATED BALANCE SHEETS



<S>                                                                       <C>                  <C>
                                                                       December 31,       December 31
                                                                          1999                1998
                                                                   -------------------  ------------------
ASSETS (Note 5)

CURRENT ASSETS
Cash                                                               $           81,882   $           42,285
Accounts receivable                                                         1,057,403              734,148
Inventories (Notes 2 and 6)                                                 6,419,136            4,856,277
Prepaid expenses and other                                                     58,162               12,431
                                                                   ------------------   ------------------
Total current assets                                                        7,616,583            5,645,141
                                                                   ------------------   ------------------
PROPERTY AND EQUIPMENT, net (Notes 3 and 8)                                   144,041               92,986

OTHER ASSETS (Note 4)                                                         329,068               34,947
                                                                   ------------------   ------------------
Total assets                                                       $        8,089,692   $        5,773,074
                                                                   ==================   ==================
LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
Line of credit (Note 5)                                            $        1,840,000   $          600,000
Accounts payable and accrued expenses                                       1,241,392            1,668,371
Note payable (Note 6)                                                         200,000                    -
Notes payable to related parties (Note 7)                                     339,229               80,000
Obligations under capital leases (Note 8)                                       8,797                4,445
                                                                   ------------------   ------------------
                                                                            3,629,418            2,352,816
                                                                   ------------------   ------------------
LONG-TERM LIABILITIES
Notes payable to related parties, net of current portion (Note 7)           2,481,283                    -
Obligation under capital leases, net of current portion (Note 8)               13,436                7,642
Deferred taxes (Note 9)                                                        10,000                    -
                                                                   ------------------   ------------------
                                                                            2,504,719                7,642
                                                                   ------------------   ------------------
TOTAL LIABILITIES                                                           6,134,137            2,360,458
                                                                   ------------------   ------------------
COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDER'S EQUITY
Common stock, $0.001 (Notes 1, 10 and 12) par value,
50,000,000 shares authorized; 18,170,354 (1999)
and 16,000,000 (1998) issued and outstanding                                   18,170               16,000
Common stock committed, $0.001 par value                                          202                    -
Additional paid in capital                                                  2,423,230            1,834,589
Retained earnings (accumulated deficit)                                      (486,047)           1,562,027
                                                                   ------------------   ------------------
                                                                            1,955,555            3,412,616
                                                                   ------------------   ------------------
Total liabilities and Stockholder's equity                         $        8,089,692   $        5,773,074
                                                                   ==================   ==================
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.

                                      F-4
<PAGE>

<TABLE>
<CAPTION>

                         TANGIBLE ASSET GALLERIES, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS


<S>                                            <C>                   <C>
                                                Year Ended       Year Ended
                                                December 31,    December 31,
                                                    1999            1998
                                               --------------  -------------

NET SALES                                      $  20,659,346   $  19,535,978

COST OF SALES                                     16,828,352      16,146,584
                                               --------------  -------------
GROSS PROFIT                                       3,830,994       3,389,394

Selling, general and administrative expenses       3,920,649       1,883,093
                                               --------------  -------------
Income (loss) from operations                        (89,655)      1,506,301
                                               --------------  -------------
OTHER INCOME (LOSS)
Interest income                                        7,798           1,979
Interest expense (Notes 5, 6, 7 and 8)              (338,006)        (88,428)
Other income (loss)                                  (38,755)         (7,287)
                                               --------------  -------------
                                                    (368,963)        (93,736)

INCOME (LOSS) BEFORE PROVISION FOR TAXES            (458,618)      1,412,565

INCOME TAXES (Note 9)                                 15,000          14,700
                                               --------------  -------------
NET (LOSS) INCOME                              $    (473,618)   $  1,397,865
                                               ==============  =============
NET (LOSS) INCOME PER SHARE
Basic                                          $       (0.03)   $       0.09
                                               ==============  =============
Diluted                                        $       (0.03)   $       0.09
                                               ==============  =============
</TABLE>


See  accompanying  notes  to  consolidated  financial  statements.

                                      F-5
<PAGE>



<TABLE>
<CAPTION>

                 TANGIBLE ASSET GALLERIES, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY


                                         Common Stock
                                           Committed       Common Stock   Capital                    Retained
                                      ------------------- ------------------------    Additional     earnings       Total
                                                                                        paid-in    (accumulated  Stockholder's
                                       Shares      Amount     Shares        Amount      Capital       deficit)      equity
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>           <C>           <C>        <C>          <C>             <C>
Balances, at December 31, 1997,
as previously reported                      -  $        -           490  $        10  $ 1,850,579   $   789,009   $  2,639,598

Restatement of common stock
    and additional  paid-in capital
    in connection with reverse
    merger (Notes 1 and 10)                 -           -    15,999,510       15,990      (15,990)            -              -
                                     --------  ----------    ----------  -----------   ----------   ------------    -----------
Balances, at December 31, 1997,
    as restated                             -           -    16,000,000       16,000    1,834,589       789,009      2,639,598

Distributions to majority
     shareholder                            -           -             -            -            -      (624,847)      (624,847)

Net income                                  -           -             -            -            -     1,397,865      1,397,865
                                     --------  ----------    ----------  -----------   ----------   ------------    -----------
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 10)                -           -     1,650,000        1,650       (1,650)            -              -

Fair value of warrant grant
     (Note 10)                              -           -             -            -      134,185             -        134,185

Exercise of warrant (Note 10)               -           -       432,854          433        3,895             -          4,328

Issuance of stock for legal
     services (Note 10)                     -           -        17,500           17       17,483             -         17,500

Issuance of stock for inventories
     (Note 10)                              -           -        70,000           70      134,930             -        135,000

Common stock committed in
     connection with  purchase
     business combination
     (Note 12)                        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)
                                     ========  ==========    ==========  ===========   ==========   ============    ===========

</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                      F-6
<PAGE>


<TABLE>
<CAPTION>

                         TANGIBLE ASSET GALLERIES, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<S>                                                                    <C>             <C>
                                                                    Year Ended      Year Ended
                                                                   December 31,    December 31,
                                                                       1999           1998
                                                                  ------------   --------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) income                                               $    (473,618)   $   1,397,865
Adjustments to reconcile net (loss) income to net cash
   (used in) provided by operating activities:
   Depreciation and amortization                                       36,691           25,436
   Loss (gain) on sale or retirement of property
   and equipment                                                       12,958             (775)
   Write-off of customer list                                          21,247                -
   Loss on investments                                                 12,500            7,950
   Provision for deferred taxes                                        10,000                -
   Fair value of warrants granted                                     134,185                -
   Issuance of common stock for legal services                         17,500                -
Changes in assets or liabilities, net of effects of
   business acquisition:
   Accounts receivables                                              (323,255)         636,351
   Inventories                                                     (1,093,858)      (1,804,769)
   Prepaid expenses and other                                         (45,731)          (7,532)
   Accounts payable                                                  (583,490)         698,456
   Accrued expenses                                                   156,511          (38,879)
                                                                  ------------   --------------
Net cash (used in) provided by operating activities                (2,118,360)         914,103
                                                                  ------------   --------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sales of property and equipment                            -            4,000
   Purchases of property and equipment                                (85,268)          (4,074)
   Increases in other assets                                          (27,868)         (12,500)
   Cash acquired in purchase business combination                       5,228                -
                                                                  ------------   --------------
Net cash used in investing activities                                (107,908)         (12,574)
                                                                  ------------   --------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Cash overdraft                                                           -         (735,945)
   Net borrowings under line of credit                              1,240,000          399,363
   Borrowings under notes payable                                     200,000                -
   Net increase in related party debt                               2,401,283           80,000
   Repayments on obligations under capital lease                       (5,290)          (2,360)
   Exercise of stock options                                            4,328                -
   Stockholder distributions                                       (1,574,456)        (624,847)
                                                                  ------------   --------------
Net cash provided by financing activities                           2,265,865         (883,789)
                                                                  ------------   --------------
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                      F-7
<PAGE>

<TABLE>
<CAPTION>
                         TANGIBLE ASSET GALLERIES, INC.

                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)


<S>                                                          <C>            <C>
                                                         Year Ended     Year Ended
                                                         December 31,   December 31,
                                                            1999           1998
                                                        -------------  -------------

Net increase in cash                                           39,597         17,740

CASH, beginning of year                                        42,285         24,545
                                                        -------------  -------------
CASH, end of year                                       $      81,882  $      42,285
                                                        =============  =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest                                                $     338,006  $      85,683
Income taxes                                            $           -  $      13,872
                                                        =============  =============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of common stock for inventories                $     135,000  $           -
Fair value of assets acquired for capital leases        $      15,436  $      14,449
                                                        =============  =============
During fiscal 1999, the Company purchased all of the
common stock of Gehringer and Kellar. In conjunction
with 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 subsidiary,
Gehringer  and  Kellar  dba  Keystone  Stamp  &  Coin  Exchange  ("Keystone")
(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 retail rare coin outlet in Las Vegas, Nevada, and 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  financial  condition,  results of operating and cash flows of TIA as of and
for  the year ended December 31, 1998 and 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 12)

     All  significant intercompany balances and transaction 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
balances  in  excess  of  the  FDIC  limit.

                                      F-9
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     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,
1999 and 1998, 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 12).
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, 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


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     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, 1999 and 1998, management does not believe that there
was  any  significant  credit  risk associated with its accounts receivable and,
accordingly,  has  not  established reserves. 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,  1999,  the  Company  had  $55,000  in  deposits related to retail
installment sales, which is included in accounts payable and accrued expenses of
the  accompanying  1999  consolidated  balance  sheet.


                                      F-11
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     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.

     The  Company  also  generates  revenues from consignment sales. Consignment
sales  are  in cash and, under limited circumstances, on account. As of December
31,  1999, no 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.

                                      F-12
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     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.

     ADVERTISING

     Advertising  costs  are  expensed as incurred. During fiscal 1999 and 1998,
advertising  expenses  totaled  $630,527  and  $115,000,  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.

                                      F-13
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     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. All years
presented  have  been  restated  to  adopt  the  provisions  of  SFAS  No.  128.

     The  following  table  illustrates  the  required  disclosure  of  the
reconciliation  of  the numerators and denominators of the basic and diluted EPS
computations  for  the  years  ended  December  31:


 Years ended                                               1999         1998
                                                      -----------     ----------
Basic:
Net (loss) income                                     $  (473,618)  $  1,397,865
                                                      ===========     ==========
Weighted average number of common shares
  outstanding                                          18,006,286     16,000,000
                                                      ===========     ==========
Basic net (loss) income per common share              $     (0.03)  $       0.09
                                                      ===========     ==========
Diluted:
  Net (loss) income                                   $  (473,618)  $  1,397,865
  Adjustments to net (loss) income:
  Interest on convertible stockholder note payable
    (net of income tax)                                         -              -
                                                      -----------     ----------
Diluted net (loss) income                             $  (473,618)  $  1,397,865
                                                      ===========     ==========

                                      F-14
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

 Years ended                                                1999        1998
                                                       -----------   ----------

Weighted average number of common shares outstanding    18,006,286   16,000,000
Weighted average number of common shares equivalents:
Stock options and warrants                                       -            -
Convertible stockholders note payable                            -            -
                                                       -----------   ----------
Weighted average number of common and common
equivalent shares                                       18,006,286   16,000,000
                                                       ===========   ==========
Diluted net (loss) income per common share             $     (0.03) $      0.09
                                                       ===========   ==========

The  total  potential  common  shares  that  have  not  been  included  in  the
calculation of diluted  net (loss)  income  per  share  totaled  $4,245,357  at
December 31, 1999 (note 10).

     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 $19,612,319 and $1,047,077 for 1999,
respectively,  and  $18,721,876  and  $814,102  for  1998,  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  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 1998 the
Company  had  one  major customer that accounted for 12% of net sales and 62% of
accounts  receivable  as  of  December  31,  1998.

     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.

     If  the relationship between the Company and these customers and/or vendors
was  altered,  the future results of operations could be significantly affected.


                                      F-15
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     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.

     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, 1999 and 1998.  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.

     RECLASSIFICATIONS

     Certain  reclassifications  have been made to the 1998 financial statements
to  conform  with  the  1999  consolidated  financial  statement  presentation.


                                      F-16
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.     INVENTORIES

       Inventories  are  comprised  of  the  following:

       December 31,                                  1999              1998
                                                    ------            ------
       Rare coins                            $     4,329,057     $     3,639,144
       Fine art, antiques and collectibles         2,090,079           1,217,133
                                             ---------------     ---------------
                                             $     6,419,136     $     4,856,277
                                             ===============     ===============

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

3.     PROPERTY  AND  EQUIPMENT

       Property  and  equipment  consists  of  the  following:

       December 31,                                  1999            1998
                                                    ------          ------

       Furniture and equipment                $     103,759     $    119,572
       Computer equipment                           105,258                -
       Leasehold improvements                        11,260           41,601
                                             ---------------     -----------
                                                    220,277          161,173

       Accumulated depreciation                     (76,236)         (68,187)
                                             ---------------     ------------
                                              $     144,041     $     92,986
                                             ===============     ============

4.     OTHER  ASSETS

       Other  assets  consist  of  the  following:

       December 31,                                  1999          1998
                                                    ------        ------
       Goodwill (Note 12)                     $     300,000     $        -
       Investment, at cost                            5,000          4,550
       Customer list                                      -         21,247
       Security deposits                             24,068          9,150
                                              --------------    -----------
                                              $     329,068     $   34,947
                                              ==============    ===========


                                      F-17
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.     LINE-OF-CREDIT

     The  Company  had a $600,000 line-of-credit agreement with a bank which was
cancelled  on September 2, 1999.  This line of credit bore interest at the prime
rate  (7.75%  as  of  December  31,  1998),  plus  2.625%, collateralized by the
Company's  inventories  and  certain  furniture  and  fixtures  and the personal
guarantee  of  the Company's principal stockholder.  With the acquiring of a new
line-of-credit  on August 30, 1999, the Company paid off and cancelled such line
of  credit.  The  outstanding  balance  as  of  December  31, 1998 was $600,000.

     On  August  30,  1999,  the  Company  obtained  a $2,000,000 line-of-credit
agreement  with a bank which expires on July 31, 2000.  The line-of-credit bears
interest at the bank's prime rate, plus 1.50% (10.25% at December 31, 1999), and
is  collateralized  by  substantially  all  of the assets of the Company and the
personal  guarantee  of  the  Company's president and principal stockholder. The
outstanding  balance  as  of  December  31,  1999  was  $1,840,000.

     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,  1999, the Company was in
compliance  with,  or  had  obtained  waivers  for,  all  such  covenants.

6.     NOTE  PAYABLE

     On  November  10, 1999 the Company entered into a short-term loan agreement
in  the  amount  of  $200,000,  with  interest payable monthly at the prime rate
(8.75%  as  of  December 31, 1999) plus 4.50% per annum.  The short-term loan is
collateralized  by specific rare coins in inventory, which are being held by the
lender  (Note  2). The outstanding balance as of December 31, 1999 was $200,000.

                                      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:

December 31,                                                    1999     1998
                                                            ----------  -------
Unsecured note payable to Company's president and
principal stockholder, bearing interest quarterly at 10%
per annum.  The note matures January 1, 2001, at which
time all outstanding principal and interest is due.         $1,081,283  $80,000

Unsecured convertible note payable to principal
stockholder; principal and interest are due in quarterly
installments as specified in the agreement, bearing
interest at 9.0% per annum.  The note is convertible into
common shares of the Company at $1 per share, as
specified in the agreement.  The note matures in
March 2004.                                                  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.                                                   339,229        -
                                                            ----------   ------
                                                             2,820,512   80,000

Less current portion                                           339,229   80,000
                                                            ----------   ------
                                                            $2,481,283  $     -
                                                            ==========   ======

Interest expense incurred to related parties during the years ended December 31,
1999  and 1998, totaled $120,510 and $6,400, respectively, all of which has been
paid.

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

Years ending December 31,

2000                       $   339,229
2001                         1,081,283
2002                                 -
2003                                 -
2004                         1,400,000
                            ----------
                           $ 2,820,512
                            ==========

                                      F-19
<PAGE>


                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.     OBLIGATIONS  UNDER  CAPITAL  LEASES

     The  Company  leases  certain  computer  equipment under two non-cancelable
capital  leases.  Future  principal  payments under these non-cancelable capital
leases  are  as  follows:

Years ending December 31,

  2000                           $  11,760
  2001                               8,836
  2002                               4,590
                                 ---------
                                    25,186

Less:  interest at 12% and 18%      (2,953)
                                 ---------
                                    22,233

Less:  current portion              (8,797)
                                 ---------
                                 $  13,436
                                 =========

9.     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,                1999      1998
                                       ------    ------

Current:
Federal                              $      -  $      -
State                                   5,000    14,700
                                      -------   -------
                                        5,000    14,700
                                      -------   -------
Deferred:
Federal                                 8,000         -
State                                   2,000         -
                                      -------   -------
                                       10,000         -
                                      -------   -------
                                     $ 15,000  $ 14,700
                                      =======   =======

                                      F-20
<PAGE>


                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.     INCOME  TAXES  (CONTINUED)

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


December 31,                            1999      1998
                                     ----------  -------

Deferred tax assets:
Unearned income                      $  73,856   $     -
Net operating loss carryforwards       173,426         -
Intangible asset                         7,800         -
Accrued vacation pay                     1,077         -
                                     ----------  -------
Gross deferred tax assets              256,159         -

Valuation allowance                   (253,781)        -

Deferred tax assets, net of reserve      2,378
                                     ----------  -------
Deferred tax liabilities:
Depreciation                           (12,378)        -
                                     ----------  -------
Net deferred tax liabilities         $ (10,000)  $     -
                                     ==========  =======


     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 1999 as a
result  of:

                                                               1999
                                                            ----------

Computed "expected" tax benefit                            $ (155,930)
Increase (decrease) in income tax benefit resulting from:
Nondeductible expenses                                          4,845
Income related to period under S corporation status           (74,800)
State income tax expense                                        5,000
Change in tax status                                          (17,896)
Increase in valuation allowance                               253,781
                                                            ---------
                                                           $   15,000
                                                            =========

At  December  31,  1999,  the  Company  has  a  Federal  tax  net operating loss
carryforward  of  approximately $470,000, which expires in 2019, and a state net
operating  loss  carryforward  of approximately $234,000, which expires in 2004.


                                      F-21
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10.     EQUITY

     On  April  28,  1999,  TIA  merged  with  ALR as discussed at Note 1.  As a
result,  the  shares of TIA for 1998 have been restated to retroactively reflect
the  number  of  shares  of  ALR  stock received by the shareholders of TIA as a
result  of  the  reverse  merger.

     The shares of stock held by the shareholders of ALR totaled 1,650,000 prior
to  the  reverse  merger.  The  Company  has reflected such shares as new shares
issued  in  connection  with the reverse merger.  The consideration received was
$0,  as  ALR  had  no  net  assets  or  operations  on  such  date.

     During  1999,  the Company issued 17,500 shares of common stock in exchange
for  services totaling $17,500.  The Company recorded the issuance of the shares
at  its  estimate  of  market  value at the time of issuance. The Company issued
70,000  shares  of  common  stock in exchange for inventories totaling $135,000.
The  Company  recorded  the  issuance  of the shares at its  estimate of  market
value  at the time of issuance. The Company also issued 201,861 shares of common
stock  in  connection with an acquisition (see Note 12).  The Company valued the
shares  issued at approximately $1.49 per share, its estimate of market value at
the  time  of  issuance.

     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 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.

     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  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.





                                      F-22
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.     EQUITY  (CONTINUED)

     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  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.

     Total  options granted in 1999 to nonemployees, net of cancellations, total
55,000.  The  fair  value  of  such  options,  calculated by management using an
option  pricing  model,  totals  $0.

     All  options granted during fiscal 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:

                                            1999                  1998
                                     -------------------  ---------------------

                                                Weighted               Weighted
                                   Option       Average      Option   Average
                                   Shares    Exercise Price  Shares    Price
--------------------------------------------------------------------------------

Outstanding at beginning of year         -   $          -         -   $      -
Options granted                  2,447,503           1.98         -          -
Options canceled                   (35,000)          4.59
Options exercised                        -              -         -          -
--------------------------------------------------------------------------------
Outstanding at December 31       2,412,503   $       1.94         -   $      -
================================================================================
Exercisable at December 31               -   $          -         -   $      -
================================================================================
Fair value of options granted    2,412,503   $       1.28         -   $      -
================================================================================

                                      F-23
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


10.     EQUITY  (CONTINUED)

     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. 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.
The  balance  of  the  warrants  will  be  issued in equal portions based on the
completion  of  certain tasks, as set forth in the warrant grant agreement.  The
warrant  agreement  has  an  anti-dilution provision whereby The Michelson Group
will  be  entitled  to additional warrants under certain conditions, as defined.
As  of  December  31,  1999,  432,854  warrants  had  been exercised and 432,854
conditional  warrants  remained  outstanding  and  unvested.  No  additional
compensation  expense  has  been  recorded  as  the  conditions  by  which  the
conditional warrants vest are contingent upon events that have not yet occurred.

     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 stock options
granted  during  1999  under  the fair value method pursuant to SFAS 123, rather
than  the  intrinsic method pursuant to APB 25 discussed herein.  As none of the
employee  options  vested  during  1999, pro forma disclosure is not applicable.

11.     COMMITMENTS  AND  CONTINGENCIES

     LEASES

     The  Company  leases  its  offices  under  non-cancelable  operating  lease
agreements  expiring  at  various  dates  through September 2001. Future minimum
rental  payments  required under the above leases as of December 31, 1999 are as
follows:

                Leases    Expected
                in        Sub-Lease    Net Lease
 Years ending   Effect    Income       Commitment
                --------  -----------  ----------

2000           $ 200,264  $  (40,000)  $  160,264
2001             129,000     (30,000)      99,000
               ---------  -----------  ----------
               $ 329,264  $  (70,000)  $  259,264
               =========  ===========  ==========

                                      F-24
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.     COMMITMENTS  AND  CONTINGENCIES  (CONTINUED)

     Rent  expense  for  1999  and  1998 was $131,028 and $63,503, respectively.

     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 $4,364,566 and $6,999,860 for the years ended December 31, 1999 and
1998, 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.

     CONSULTING  AGREEMENT

     The Company entered into a consulting agreement with The Michelson Group on
February  5,  1999  (Note  10).  The  agreement provides for a fee of $6,500 per
month  for  a period of two years.  The fees are payable when the Company breaks
escrow  on  a  $1,000,000  bridge  financing.

     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.  Contributions made to the plan for the years ended
1999  and  1998  were  $0  and  $47,501,  respectively.

12.     BUSINESS  COMBINATION

     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.


                                      F-25
<PAGE>

                         TANGIBLE ASSET GALLERIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


12.     BUSINESS  COMBINATION  (CONTINUED)

     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.

     For  purposes  of  pro  forma disclosure, revenue and net (loss) income are
reflected  as  though  the  Company had acquired Keystone as of the beginning of
1999  and  1998.  The  Company's  unaudited pro forma information is as follows:


December 31,                     1999            1998
                              -----------   -------------

Gross revenue                $  31,452,715  $  27,453,564
                              ===========   =============
Net (loss) income            $  (302,783)   $   1,398,049
                              ===========   =============
Net (loss) income per share  $     (0.02)   $        0.09
                              ===========   =============

The  preceding  unaudited proforma disclosure is for informational purposes only
and  is not necessarily indicative of the results of operations which would have
been  obtained  had the acquisition occurred earlier nor are they intended to be
indicative  of  future  results.



                                      F-26
<PAGE>