U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    FOR FISCAL YEAR ENDED FEBRUARY 29, 2004.

                                    000-30703
                             Commission File Number

                        COLLECTIBLE CONCEPTS GROUP, INC.

                 (Name of small business issuer in its charter)



          Delaware                                               95-4026880
          -------                                                ----------
State or other jurisdiction                                     IRS Employer
      of incorporation                                       Identification No.

           1600 Lower State Road, Doylestown, PA 18901, (215) 491-1075
          (Address and telephone number of principal executive offices)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.001

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 [ ] No [X]

Check if disclosure  of delinquent  filers in response 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].

The registrant's revenues from continuing operations for the year ended February
29, 2004 were $139,471.

As of March 18,  2005,  the  aggregate  market value of the common stock held by
non-affiliates computed by reference to the average bid and asked prices of such
stock was $1,042,525.

As of March 18, 2005, the registrant had 699,995,037 shares of common stock, par
value $.001 per share, outstanding.


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

                  BUSINESS DEVELOPMENT & HISTORICAL PERSPECTIVE

         Collectible Concepts Group, Inc. was originally formed on March 1, 1986
as "Amour Corporation".  We changed our name to "Bard Sports Corp." in September
1988,  and changed our name again on February 28, 1993 to "USA Sports Corp".  We
most recently  changed our name to "Collectible  Concepts Group,  Inc." on April
27, 1999. We are incorporated under the laws of the State of Delaware.

         Our roots are in the production and  distribution of collectible  items
principally related to various sports. Following what management perceived to be
a change in consumer trends from high end sports  collectibles to more commodity
types of sports items such as trading cards, we modified our business  direction
and refocused  our efforts on the emerging  consumer  interest in  entertainment
related  collectibles.  This redirection to the entertainment markets required a
significant  development  effort  on our  part,  particularly  in  terms  of the
procurement  of new licenses and marketing  privileges  necessary to produce and
distribute  collectibles  in this new  marketing  area.  Beginning  in 1999 , we
proceeded  to obtain  licenses,  from Marvel for its X-Men,  Spiderman  and Hulk
movies as well as well as licenses to produce products related to the Terminator
1, 2 and 3 movie series.  Expanding on our plan to provide entertainment related
goods; we also purchased  licenses from Marvel for its comic book characters and
additional  licenses  for the  Three  Stooges  and  Chicken  Soup  for the  Soul
(terminated  December  31,  2002).  With  our  acceptance  by the  entertainment
community  as a provider of high  quality  collectibles,  we proceeded to secure
more  licenses  including  Planet of the Apes,  Farscape,  Stan Lee Media,  Vern
Troyer and Titan Motorcycle  Company.  Items covered by these licenses  included
hanging wall scrolls produced in a silk-like  fabric,  collector pins,  sculpted
items and items  shown in the film such as dog tags,  rings and  replicas of jet
airplanes.   While  we  were   successful  in  presenting  the  Company  to  the
entertainment  marketplace as a viable licensee, we made significant investments
in the  cost  of  these  licenses  both  in  terms  of the  down  payments  and,
importantly,  the guaranteed  royalties stipulated under the license agreements.
Additional  investment  both in dollars and human resources was also required to
develop  the  authorized  products.   These  expenditures  taxed  our  financial
resources  placing serious  limitations on our ability to deliver  products in a
timely  fashion,  a  crucial  requirement  when  consumer  demand  is  driven by
scheduled events such as movie releases. This proved to be a major factor in the
decline in our revenues.

         We continued to seek a business  model that would enable us to leverage
our strengths in licensing and  distribution of  collectibles  and not burden us
with  the   financial   requirements   associated   with  product   development,
manufacturing  and  inventory.  Additionally,  we sought  to alter or  strategic
direction  to  focus on  markets  that had a more  mainstream  profile  than the
entertainment  industry provides. We concluded that the College affinity market,
the children's  market and the  professional  sports market were venues where we
could  perform in a modality that would more fully utilize our strengths and not
be seriously effected by our weaknesses.  We adopted this new business model and
proceeded to secure business opportunities in the new target markets.

                              CURRENT PRODUCT LINES

         Following the migration to entertainment related licenses,  our product
line is currently  comprised of items principally  related to movie releases and
other figures  including  comic book  characters.  Revenues for the current year
were derived  principally from the sale of X-Men and Marvel character  products.
These included wall scrolls  depicting images from Marvel comic books and movies
printed on silk-like fabrics,  and letter openers,  dog tags,  replicas of a jet
plane and rings from the X-Men movie.  Additional  revenues  were also  produced
from the sale of products related to Terminator  license and a special order for
Ninja scrolls.  At the center of our new business  development model is a family
of  products  that  have  proven  to  have  broad  appeal  among   consumers  of


<PAGE>

collectibles.  These include our satin wall scrolls, collectible pins, Fanbanas,
megaphone caps, MP3 pen drives, flashlights and batteries. This core grouping of
products  provides  the  foundation  for our catalog of goods to all four of our
target markets; entertainment,  children's,  collegiate and professional sports.
We obtain licenses within each of the target markets and produce  products using
the  licensed  images  appropriate  to that  market.  We produce  our satin wall
scrolls  with  images  of  Spiderman  and  other  marvel   characters   for  the
entertainment  market  and also with  images of mascots  and  school  logos from
colleges with whom we have licenses.  By simply  changing the licensed image, we
are able to produce  products from the core family group for all of our markets.
In this  manner,  we have  dramatically  reduced  the  number  of  manufacturing
resources  necessary  to run our  business  without  limiting  the  scope of our
marketplace.  In addition to our core product family, we also have two specialty
products  that  address  specific  market  segments;   our  sculpted   Spiderman
flashlight  and our  "Stories  for  Heroes"  audio  book  collection  of  Arthur
children's stories by noted author Marc Brown. These are unique products created
specially for their respective markets.

                              DISTRIBUTION CHANNELS

         We  sell  our  collectible  products  through  traditional   retailers,
distributors, and catalogers.  Historically, we have placed our products in over
4,500 retail locations  including Spencer Gifts,  Claire's Boutique,  Musicland,
Tower  Records,  Halloween and costume  shops,  and a growing list of retailers.
Additionally,  we sell our college affinity products through college  bookstores
on and off campus as well as a host of retailers  located in and around  college
campuses.  Our products are presented to these channels  through  manufacturer's
representatives  as well as our own internal sales staff. Our Stories for Heroes
audio book is  offered to  consumers  through a variety of  retailers  including
bookstores, record shops and on the Internet via Amazon.com.

                       SUBSEQUENT EVENTS AND DEVELOPMENTS

         In March and April of 2004,  we  accelerated  our  pursuit  of  college
licenses necessary to be in this business.  We have secured twenty-six  colleges
licenses so far including  Notre Dame,  USC, Ohio State and Michigan.  Our other
applications  are in various  stages of approval and we expect to be licensed by
at least ninety five percent of all schools we make application to.

         In July of 2004, our Stories for Heroes audio book of Arthur children's
stories was released for  distribution  in a pre-launch  campaign on Amazon.com.
CCGI partnered with 212 Media Group to manage the  manufacturing,  marketing and
distribution  of the audio  book.  The CD itself  is an  enhanced  audio CD that
features stories,  pictures, music and games for children, parents and teachers.
Celebrity readers include Clay Aiken, Kelly Ripa and Kevin Bacon

         On July 19, 2004, We entered into an exclusive licensing agreement with
Dimensional  Products & Imaging,  Inc.(DPI),  to develop and market unique print
products using DPI's Vertical D TM dimensional imaging.

         In July,  2004, one of our largest  distributors,  the CLP Group,  Inc.
succeeded in obtaining  approval from  McDonald's fast food chain as an approved
vendor of our Fanbana product line. This is an important achievement inasmuch as
approval as a McDonald's  vendor involves close scrutiny and clears the path for
sales to this huge  international  chain. CLP is actively engaged in selling our
Fanbanas with various college logos to several hundred  McDonald's stores in the
southeastern and southwestern USA.

         On  September  17,  2004,  we  signed an  agreement  with the NFL for a
license and we were granted  permission to produce and sell our products for all
32 NFL teams.

         In September  2004,  NFL great Joe Theismann  joined CCGI as an advisor
and consultant.

         On  October  10,  2004,  we  signed a letter  of  intent  to form a new
corporation  jointly owned by Us and Wireless Age  Communications to produce and
market logo flashlights and batteries.

         On October  11,  2004,  we signed a letter of intent to form  BanaUSA a
jointly owned  corporation by Us and Bana Holdings USA, Inc., for the purpose of
marketing, selling and distributing licensed and promotional products within the
United  States  utilizing  the process  and  technology  covered  under the Bana
trademark and any derivative parents or related product developments.

<PAGE>



                                NEW OPPORTUNITIES

         Building on our revised  business  model, we continued to seek products
whose  marketability  would be enhanced by the application of images,  logos and
other identifying  symbols available through licenses we had or could obtain. We
looked for product  partners whose goods addressed our new target  markets,  the
children's  market,  college market and the  professional  sports market.  These
sectors  represent new revenue  opportunities for us; the college and children's
segments are renewable markets, producing a fresh group of consumers every year;
licensed goods sales are extremely prevalent in children's marketing circles and
typically not limited to single products; the college marketplace extends beyond
that of the current student bodies and includes the alumni  populations as well;
the collegiate and  professional  sports markets are well known as popular areas
for the  distribution  of various  promotional  items  bearing  team and sponsor
company logos and slogans. Our long history and experience in the sports markets
provide additional benefits to this endeavor.  During the current fiscal year we
entered into several relationships consistent with our new business strategy

         Mighty Volt: On November 8, 2003, we modified a previous  joint venture
agreement dated March of 2003 with Pivotal Self Service  Technologies,  Inc. and
entered  into a Royalty  and  Services  Agreement  with  Pivotec,  a Division of
Pivotal Self Service  Technologies,  Inc.  Through its parent  company,  Pivotec
imports a variety of  flashlight  and battery  products  from abroad.  Under the
terms of the new  agreement,  we will assist  Pivotec in obtaining  licenses and
managing  other  aspects of the  business  of selling  licensed  flashlight  and
battery products. Any licenses obtained in this manner will be titled to Pivotec
and we will receive a 1% royalty on net sales of any  flashlight  and/or battery
products containing images available either from licenses we have or assisted in
obtaining for Pivotec. Additionally, we may sell these licensed products through
our own  distribution  channels and will receive a sales  commission  based on a
formula of several  variables that is expected to produce an average  commission
of 15% of the sale price.

         {212} Media LLC: On December 29, 2003,  we and {212} Media LLC executed
a Manufacturing  and Distribution  Agreement for the purpose of facilitating the
manufacturing and distribution of an audio book series comprised of a collection
of Arthur stories,  a popular children's book character by author Marc Brown. In
conjunction   with  {212}  Media,   we  will  be  responsible  for  the  design,
manufacture,  promotion  and  distribution  of  the  audio  books.  Each  of the
children's  stories will be read and recorded by a celebrity figure giving added
marketing appeal.  Several celebrities have been enlisted to participate in this
program and we expect that others will be added.  All costs  associated with the
production  of the audio books will be borne by {212}  Media.  We will receive a
20% markup  over  manufacturing  cost from {212} Media plus a  distribution  fee
ranging from 8% to 15% of wholesale prices. Additionally,  an override fee of 3%
of wholesale price will be paid to us.

         Fanbana:  On December 3, 2003, we secured an Alliance and  Co-Marketing
Agreement  with CLP Group LLC under which we and CLP will  market the  Banaworld
product line  featuring the Fanbana which is a  self-retracting,  rollout banner
manufactured  using a plastic  material  that has a  "memory"  for its  original
shape.  We believe  that the Fanbana is an  excellent  product for sale into the
collegiate and professional sports markets as well as to political organizations
and corporations. Inexpensive, compact and versatile, the Fanbana may be used to
deliver promotional  messages in a novel and entertaining way. We plan to market
the  Fanbana  to  companies   promoting  their  products   through  college  and
professional  sports teams and to the major  political  parties and believe that
these markets could produce significant Fanbana sales.

                               MARKETING STRATEGY


         We have  expanded  our  marketing  strategies  and now  produce  unique
collectible  products  for the  entertainment,  children's,  college  and sports
markets.  We market our products  primarily  through  various  distributors  and
independent sales  organizations that collectively cover all of our markets both
domestic and international. We also market our merchandise directly to consumers
online  through  established   websites  such  as  Amazon.com  and  others.  Our
independent  representatives  also sell to mass  merchandisers  such as  Target,
Wal-Mart and K-Mart as well as smaller chains and independently owned stores. We
are planning to market our college  products through the CLP Group who will sell
to college bookstores and to other on-campus retailers. Additionally, our

<PAGE>

college affinity products will be sold through retailers located around the main
campuses of our licensed schools.  We are not a manufacturer,  but rather source
our products from a wide range of manufacturing  partners.  As our new marketing
plan is rolls out, we plan to expand our product line to include  more  products
especially in the children's and collegiate markets

         We do not believe we can clearly define the cash needs to stabilize and
expand our business.  We continue to investigate  various merger and acquisition
opportunities and routinely examined license opportunities.  Accordingly,  there
may be  significant  variation  in the range of  dollars  needed if any of these
potential business  arrangements come to fruition. In general, the fixed cost of
a license, or minimum royalty, can range from $10,000 to $50,000, plus royalties
earned over the minimum,  and would normally  cover a two or three-year  period.
While we have  refocused our business  model to ameliorate  traditional  product
development  and  production  costs,  actual costs will vary  depending upon the
nature and type of the product to be developed and the expected  revenue  stream
to the  licensor.  Our  pre-production  activity  includes  prototype and sample
package and display  artwork  and  models,  all of which may go through  several
iterations  as  both we and  the  licensor  review  the  samples.  Historically,
pre-production  costs also included tooling costs,  which were capitalized,  and
the  other  pre-production  costs  that  were  expensed.   In  the  past,  these
pre-production costs have ranged from $5,000 to $100,000.

         As of February 29, 2004, we had accounts  payable and accrued  expenses
of $3,357,448 and $1,725,999 in loans,  notes and debentures  past due or coming
due within the next 12 months.  We do not currently  have  sufficient  financial
resources to meet these  obligations and will depend on new outside financing to
satisfy our pending  obligations.  We also lack adequate financial  resources to
purchase inventory and meet all of the financial  commitments necessary to enter
into new product  ventures,  and will depend on new outside financing to further
these  efforts.  There  can be no  assurance  that we  will  be  able to  obtain
additional  adequate outside financing to purchase  inventory,  meet our current
obligations  or  continue  to  expand  our  operations.  We would not be able to
continue at our current staffing and expense levels without additional cash from
cash sales, collection of accounts receivable or additional funding.

         Further,  our success in marketing  products based upon motion pictures
is largely  dependent upon the box office success of the films.  Thus, there can
be no  assurance  that  any  licensing  rights  that we may  obtain  will  prove
profitable.

                                   COMPETITION

         Our licenses typically grant us the exclusive right to produce specific
products  utilizing specific images and logos so competition for our products in
the marketplace is generally quite limited.  We believe that direct  competition
for  obtaining  licenses  in our  entertainment  is not a  factor.  We  consider
competition  for  licenses  in the  college  and  children's  markets to be more
significant   although  we  have   experienced   good  results  in  our  initial
applications to various schools.  Generally, we believe we will receive licenses
in most of the cases where we seek them.  Historically,  we experienced our most
significant  competition  in  obtaining  shelf  space in retail  outlets for our
products,  however,  under the new  business  configuration  that  channels  our
efforts and talents through partnerships and strategic  relationships with other
entities with existing  products,  the impact of competition is greatly softened
and actually  reduced to the level of competing for the  strategic  relationship
rather than  competing  for the  end-user  consumer.  Here,  the strength of our
licenses  and/or  product  positions (as in the case of our exclusive  marketing
rights for the Fanbana), serve to neutralize competition and afford us a clearer
path to market. This is especially true in the college market where our products
will be featured in college bookstores and other on-campus retailers creating an
acutely focused retail environment servicing our target consumers exclusively

                                  MANUFACTURERS

         We  do  not  manufacture   our  own  products,   but  rely  on  outside
manufacturers.  Several of these outside  manufacturers are located overseas and
we believe that there are sufficient  numbers of manufacturers  that we will not
have to rely  upon any  single  source  and will be able to  obtain  alternative
manufacturing  facilities if chosen  manufacturers do not perform.  We generally
enter into  exclusive  manufacturing  agreements  with our  manufacturers  for a
single product,  but may use various  manufacturers for all of the products in a
series.  The main raw materials used by our manufacturers are plastics,  pewter,

<PAGE>

resins and packaging  material.  We do not believe that there is any significant
risk of shortages in these raw  materials,  nor is  fluctuation  in the price of
these  raw  materials  likely to have an  adverse  impact on our costs or profit
margins. All of our manufacturing agreements are U.S. dollar denominated,  so we
generally do not face exchange  rate risks.  Subsequent to February 29, 2004, we
further  ameliorated  any potential  risks  associated with raw materials or the
manufacture of products in general, by modifying our strategic business plan and
deploying our efforts through  partnerships and/or strategic  relationships with
entities that have products whose  marketability may be enhanced by the addition
of images or logos made possible by licenses we have or may obtain.

                              INTELLECTUAL PROPERTY

         We have several key licenses and business  arrangements  upon which the
success of our business is dependent.  In the entertainment market these include
our Marvel Characters license featuring  Spiderman,  Three Stooges license,  and
the licenses with Canal + DA and Creative  Licensing for products related to the
Terminator films. The success of our college marketing  initiatives is dependent
on our existing  school  licenses as well as our ability to continue to add more
schools to our portfolio of college licenses as our sales campaigns roll out.

EMPLOYEES

         As of February 29, 2004, we had five full time employees,  of which two
are management, two are marketing and one shipping and delivery. In addition, we
had one part time employee and three  independent  consultants.  We consider our
relations with our employees to be good.

ITEM 2. DESCRIPTION OF PROPERTY.

         Our executive and principal  administrative offices are located at 1600
Lower State Road,  Doylestown,  Pennsylvania  18901,  where we currently  occupy
approximately 2,600 square feet of office space pursuant to a lease entered into
with Hartsville Real Estate.  We renewed the lease for an additional five years,
expiring in September  2009.  The monthly  rental  payments  under the lease are
$2000,  with annual  increases of $960.  We believe that our leased  property is
sufficient for our current and immediately foreseeable operating needs.

ITEM 3. LEGAL PROCEEDINGS.

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

         We are  required to pay a royalty of ten percent  (10%) on sales of the
products  licensed  from Chicken Soup for the Soul  Enterprises,  with a minimum
royalty of $50,000.  We paid  $15,000 at the time of signing  the  license  with
$10,000 due upon the first shipment of product. Efforts to terminate the license
agreement were  unsuccessful  and CSSE has threatened  litigation to recover the
minimum  royalty  fee.  To  date,  we have not  received  either  a  summons  or
complaint.  The balance of the minimum  royalty has been  accrued as of February
29, 2004.

         In September 2002, we were served with an Order of Permanent Injunction
by New Line Cinema enjoining us from distributing any goods or services relating
to "Austin Powers" or the "Lord of the Rings". The Order of Permanent Injunction
was issued by the federal court for the Southern  District of New York. Sales of
Austin  Power  products  were  insufficient  to pay the  minimum  royalty at the
contractual  royalty  rates  although  a  payment  of  $35,000  had been made in
November 2001 and was applied to the Austin Powers minimum royalty  requirement.
Shortly after the injunction,  New Line Cinema initiated  litigation  against us
for license  infringement  seeking $5 million in damages. We and New Line Cinema
have since reached a settlement  agreement  resolving the litigation.  Under the

<PAGE>

agreement,  the terms of the settlement are strictly  confidential  however;  we
believe that the settlement  will not have a material  adverse effect on us. The
balance of the minimum  royalty has been written off as debt  forgiveness  as of
February 29, 2004.


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

None.


<PAGE>

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

                            MARKET FOR COMMON EQUITY

         Our common stock trades on the Pink Sheets under the symbol "CCGI."

         For the periods indicated,  the following table sets forth the high and
low bid prices per share of common stock.  These prices  represent  inter-dealer
quotations  without  retail  markup,   markdown,   or  commission  and  may  not
necessarily represent actual transactions.

                                           Low($)    High($)
                                           ------    -------

Fiscal 2003
-----------
First Quarter                               0.01       0.01
Second Quarter                              0.01       0.05
Third Quarter                               0.01       0.02
Fourth Quarter                              0.01       0.05

Fiscal 2004
-----------
First Quarter                               0.01       0.02
Second Quarter                              0.01       0.01
Third Quarter                               0.01       0.01
Fourth Quarter                              0.01       0.01

Fiscal 2005
-----------
First Quarter                               0.01       0.01
Second Quarter                              0.01       0.01
Third Quarter                               0.01       0.01
Fourth Quarter                              0.01       0.01

2006
----
First Quarter (1)                           0.01       0.01

(1) As of March 18, 2005

         As of March 18, 2005, management believes there to be approximately 950
holders of record of our common  stock.  To date, we have not paid any dividends
on our common stock. We do not currently intend to pay dividends in the future.

                     RECENT SALES OF UNREGISTERED SECURITIES

         The shares  described  below  represent  certain  equity  securities of
Collectible  Concepts Group sold by Collectible Concepts Group during the period
covered by this report that were not registered under the Securities Act, all of
which were issued by Collectible Concepts Group pursuant to exemptions under the
Securities Act.  Underwriters  were involved in none of these  transactions.  In
each case, the securities were sold to accredited investors, as determined by an
investor questionnaire executed in conjunction with the respective  subscription
agreements.


<PAGE>



PRIVATE PLACEMENTS OF COMMON STOCK AND WARRANTS FOR CASH

<TABLE>
<CAPTION>
---------------------------- ----------------------- ---------------------- ---------------
         PURCHASER           SHARES OF COMMON STOCK       PRICE PAID         DATE ISSUED
---------------------------- ----------------------- ---------------------- ---------------
<S>                               <C>                      <C>              <C>
Henry Konopka                     5,714,286                $ 10,000         03/28/03
---------------------------- ----------------------- ---------------------- ---------------
Barry Shockley                    2,857,143                   5,000         03/28/03
---------------------------- ----------------------- ---------------------- ---------------
Kenneth Volstad                   1,142,857                   2,000         03/30/03
---------------------------- ----------------------- ---------------------- ---------------

SALES OF DEBT FOR CASH

         None.

OPTION GRANTS

---------------------------- ----------------------- ---------------------- ---------------
          GRANTEE              NUMBER OF OPTIONS             VALUE           DATE ISSUED
                                     ISSUED
---------------------------- ----------------------- ---------------------- ---------------
James Keeney                     20,000,000                $ 40,000         12/01/03
---------------------------- ----------------------- ---------------------- ---------------
</TABLE>

ISSUANCES OF STOCK FOR SERVICES OR IN SATISFACTION OF OBLIGATIONS
<TABLE>
<CAPTION>

--------------------------------------- ---------------------------- -------------- ------------
                 NAME                     SHARES OF COMMON STOCK       VALUE OF     DATE ISSUED
                                                                       SERVICES
--------------------------------------- ---------------------------- -------------- ------------
<S>                                                  <C>                  <C>         <C>
Patrick Meyers                                       25,000               $  100      04/23/03
--------------------------------------- ---------------------------- -------------- ------------
Richard Feldman                                     250,000                1,000      04/23/03
--------------------------------------- ---------------------------- -------------- ------------
Robert Orr                                          250,000                1,000      04/23/03
--------------------------------------- ---------------------------- -------------- ------------
Phil Verruto                                      6,000,000               24,000      04/23/03
--------------------------------------- ---------------------------- -------------- ------------
Paul Lipschutz                                    6,000,000               24,000      04/23/03
--------------------------------------- ---------------------------- -------------- ------------
Norman Jacobs                                     1,500,000                6,000      04/23/03
--------------------------------------- ---------------------------- -------------- ------------
Paul Lipschutz                                    6,000,000               24,000      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Marshall Braunschweig                               250,000                1,000      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Frank Morris                                        100,000                  400      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Sanford Tarrington                                  150,000                  600      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Edward Greeves                                      300,000                1,200      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Patrick Meyers                                       25,000                  100      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Reba Budowsky                                       500,000                2,000      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Richard Day                                         500,000                2,000      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Michael Lipschutz                                   500,000                2,000      06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Daniel Goldberg                                   5,000,000                20,000   06/24/03
--------------------------------------- ---------------------------- -------------- ------------
Adrienne Cooper                                     400,000                   800   07/09/03
--------------------------------------- ---------------------------- -------------- ------------
Robert Orr                                          250,000                   500   07/31/03
--------------------------------------- ---------------------------- -------------- ------------
Richard Day                                         500,000                 1,000   07/31/03
--------------------------------------- ---------------------------- -------------- ------------
David Rosato                                        750,000                 1,500   07/31/03
--------------------------------------- ---------------------------- -------------- ------------
Paul Lipschutz                                    2,000,000                 4,000   07/31/03
--------------------------------------- ---------------------------- -------------- ------------
Mario Rocchi                                      3,000,000                 6,000   07/31/03
--------------------------------------- ---------------------------- -------------- ------------
Alan Braverman                                    2,500,000                 5,000   08/05/03
--------------------------------------- ---------------------------- -------------- ------------
James Onufrak                                     2,000,000                 2,000   08/29/03
--------------------------------------- ---------------------------- -------------- ------------
Michael Lipschutz                                 2,000,000                 4,000   09/16/03
--------------------------------------- ---------------------------- -------------- ------------
Richard Day                                       3,500,000                 7,000   09/16/03
--------------------------------------- ---------------------------- -------------- ------------
Henry Konopka                                    11,250,000                22,500   09/16/03
--------------------------------------- ---------------------------- -------------- ------------
Barry Shockley                                    2,250,000                 4,500   09/16/03
--------------------------------------- ---------------------------- -------------- ------------
Paul Lipschutz                                   35,000,000                70,000   09/16/03
--------------------------------------- ---------------------------- -------------- ------------
Marilyn Lipschutz                                 3,000,000                 6,000   09/16/03
--------------------------------------- ---------------------------- -------------- ------------
Steven Benson                                       250,000                   250   10/27/03
--------------------------------------- ---------------------------- -------------- ------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------- ---------------------------- -------------- ------------
<S>                                               <C>                       <C>     <C>
Paul Lipschutz                                    1,000,000                 1,000   10/27/03
--------------------------------------- ---------------------------- -------------- ------------
Richard Day                                         500,000                   500   10/27/03
--------------------------------------- ---------------------------- -------------- ------------
Richard Weaver                                      250,000                   250   10/27/03
--------------------------------------- ---------------------------- -------------- ------------
Patrick Meyers                                       25,000                    25   10/27/03
--------------------------------------- ---------------------------- -------------- ------------
Richard Lieberman                                   700,000                   700   10/27/03
--------------------------------------- ---------------------------- -------------- ------------
Kenneth Rubin                                     1,300,000                 1,300   10/27/03
--------------------------------------- ---------------------------- -------------- ------------
Richard Day                                         250,000                   750   12/1/03
--------------------------------------- ---------------------------- -------------- ------------
Paul Lipschutz                                    8,000,000                24,000   12/1/03
--------------------------------------- ---------------------------- -------------- ------------
Alan Braverman                                      500,000                 1,500   12/10/03
--------------------------------------- ---------------------------- -------------- ------------
Michael Lipschutz                                 1,000,000                 3,000   12/10/03
--------------------------------------- ---------------------------- -------------- ------------
Sportniks                                           500,000                 1,000   12/29/03
--------------------------------------- ---------------------------- -------------- ------------
Charles Elroy                                       125,000                   250   12/29/03
--------------------------------------- ---------------------------- -------------- ------------
John Cowgill                                        125,000                   250   12/29/03
--------------------------------------- ---------------------------- -------------- ------------
Marilyn Lipschutz                                   500,000                 1,000   12/29/03
--------------------------------------- ---------------------------- -------------- ------------
Robert Orr                                          500,000                 1,000   12/29/03
--------------------------------------- ---------------------------- -------------- ------------
Mark Beloyan                                      5,000,000                10,000   12/29/03
--------------------------------------- ---------------------------- -------------- ------------
Eric Hillesland                                     500,000                 2,500   02/02/04
--------------------------------------- ---------------------------- -------------- ------------
Barr Turner                                       1,000,000                 5,000   02/02/04
--------------------------------------- ---------------------------- -------------- ------------
Steven Benson                                       500,000                 2,500   02/02/04
--------------------------------------- ---------------------------- -------------- ------------
Ron Maitland                                     1,000,000                  5,000   02/02/04
--------------------------------------- ---------------------------- -------------- ------------
James Montenegro                                  1,000,000                 5,000   02/02/04
--------------------------------------- ---------------------------- -------------- ------------
Paul Lipschutz                                    6,000,000                30,000   02/02/04
--------------------------------------- ---------------------------- -------------- ------------
Doug Finley Jr.                                   1,000,000                 4,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
Terrence Herzog                                     250,000                 1,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
Michael Schenkein                                   250,000                 1,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
Paul Lipschutz                                    5,000,000                20,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
Vinodh Bhat                                         500,000                 2,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
Neal Shenoy                                         500,000                 2,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
Richard Day                                         500,000                 2,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
Christine Mittman                                 7,500,000                30,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
Mark Beloyan                                      2,500,000                10,000   02/19/04
--------------------------------------- ---------------------------- -------------- ------------
</TABLE>

ISSUANCES OF STOCK FOR CONVERTION OF DEBT
(EXCLUDING INTEREST AND GAIN OR LOSS ON CONVERSION OF DEBT)

<TABLE>
<CAPTION>
------------------------------------------- ---------------------------------------------- ------------------ ---------------
                   NAME                                SHARES OF COMMON STOCK                VALUE OF DEBT     DATE ISSUED
------------------------------------------- ---------------------------------------------- ------------------ ---------------
<S>                                                                     <C>                           <C>           <C>   <C>
AJW Partners                                                            1,250,000                     $2,000        03/04/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,250,000                     $2,000        03/04/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   625,000                      1,000        03/04/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,250,000                      1,375        04/23/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,250,000                      1,375        04/23/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
------------------------------------------- ---------------------------------------------- ------------------ ---------------
<S>                                                                       <C>                            <C>        <C>
Equilibrium Equity, LLC                                                   625,000                        688        04/23/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            2,500,000                      2,000        05/09/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     2,500,000                      2,000        05/09/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,666,667                      2,000        06/10/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,666,667                      2,000        06/10/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   572,917                        687        06/10/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,875,000                      1,500        07/07/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,875,000                      1,500        07/07/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   562,500                        450        07/07/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            2,500,000                      1,000        08/20/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     2,500,000                      1,000        08/20/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   500,000                        200        08/20/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            2,500,000                        600        09/15/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     2,500,000                        600        09/15/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   500,000                        120        09/15/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Richard & Elizabeth Elmore                                             66,666,700                     25,000        09/16/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Kenneth Adelberg                                                       43,250,000                     20,000        09/16/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,911,000                        382        10/17/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,911,000                        382        10/17/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   378,000                         76        10/17/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,911,000                        478        11/11/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,911,000                        478        11/11/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   378,000                         95        11/11/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,592,500                        478        12/01/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,592,500                        478        12/01/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   315,000                         95        12/01/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,592,500                        478        12/10/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,592,500                        478        12/10/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   315,000                         95        12/10/03
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,592,514                        557        01/04/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,592,514                        557        01/04/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   315,000                        110        01/04/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,592,514                        557        01/14/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,592,514                        557        01/14/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   315,000                        110        01/14/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,393,450                        557        01/26/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,393,450                        557        01/26/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   275,625                        110        01/26/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
AJW Partners                                                            1,393,450                        557        02/03/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
New Millenium Capital Partners, LLC                                     1,393,450                        557        02/03/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
Equilibrium Equity, LLC                                                   275,625                        110        02/03/04
------------------------------------------- ---------------------------------------------- ------------------ ---------------
</TABLE>

<PAGE>

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

         o        discuss our future expectations;
         o        contain  projections of our future results of operations or of
                  our financial condition; and
         o        state other "forward-looking" information.

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

GENERAL

         We earn  revenues  from  distributing  high-end  and  novelty  products
principally  related to the entertainment and sports industries.  These products
are sold through  retailers,  distributors,  department stores, the Internet and
catalogs.

         In August of 2003, we re-evaluated  our business model. We believe that
licenses have evolved into more time  sensitive and sale spiking  properties and
that these characteristics  create serious problems for us both at the financial
and logistics levels.  Accordingly,  we are not renewing or continuing  licenses
that do not fit our new business  model.  Our new business model will be focused
on more evergreen  properties and those with a bigger window of opportunity.  We
believe that with the new genre of films being so heavily oriented to characters
of comic  books  and  fantasies  that we will  pursue  licenses  mostly  in that
category  and to  supplement  them with new  trend  properties  as they  appear.
Furthermore,  we  recognized  the  need  to have  products  that  addressed  the
mainstream  consumer  market where  market size and repeat  sales  opportunities
could give us a means to  stabilize  and grow our  revenues.  To avoid the time,
expense and risks  associated with in-house new product  development,  we sought
out entities with  mainstream  consumer  products whose  marketability  could be
enhanced by the addition of our licenses.

         In  March of 2003,  we  entered  into a Joint  Venture  Agreement  with
Pivotal Self-Service Technologies, Inc. a Canadian company to produce and market
flashlight  and battery  products  utilizing  Pivotal's  offshore  manufacturing
resources and our licensing and marketing capabilities.  In connection with this
joint  venture,  we modified its pending  license  agreement for Terminator 3 to
include  flashlights  and batteries  along with scrolls,  pins and other desktop
collectibles.  Upon signing of this  agreement  Pivotal paid us $9,000 which was
used as the  initial  payment  against the  $50,000  guaranteed  royalty for the
Terminator  3 license.  Subsequent  to  February  29,  2004,  the Joint  Venture
Agreement  was  dissolved  and a new Royalty and Services  Agreement was entered
into with Pivotec, a Division of Pivotal Self Service  Technologies,  Inc. Under
the terms of the new  agreement,  we sold the  Mighty  Volt  trade  name and all
intellectual  property rights developed by us in the previous joint venture with
Pivotal  Self  Service  Technologies,  Inc. in exchange  for 500,000  restricted
shares of Pivotal Self Service  Technologies,  Inc. common stock. We will assist
Pivotec in  obtaining  licenses and  managing  other  aspects of the business of
selling licensed flashlight and battery products.  Any licenses obtained in this
manner will be titled to Pivotec.  This agreement provides a 1% royalty to us on
net sales of any flashlight and/or battery products  containing images available
either from licenses we have or assisted in obtaining for Pivotec. Additionally,
we may sell these licensed products and will receive a sales commission based on
a formula of several variables that is expected to produce an average commission
of 15% of the sale price.  The  agreement  also  contains a  provision  in which
Pivotec paid us $16,000 for services we  performed in obtaining  licenses,  this
monies was paid as part the  outstanding  royalty  guarantee in the Terminator 3
license agreement.  We renegotiated the total advance on the guarantee amount to
$25,000 from the original amount of $50,000. Under the agreement, we will retain
ownership of the T-3 license.


<PAGE>

         On July 21,  2003,  we and  Marvel  Entertainment  mutually  agreed  to
terminate The Marvel Fan Club license.  There will be no residual  liability due
Marvel Entertainment regarding this license.

         In December 2003, we and Marvel Entertainment mutually agreed to extend
the term of our  X-Men and  Marvel  Character  licenses  for an  additional  six
months.  Marvel  Entertainment  also agreed to extend the June 30, 2002  minimum
payment date for the Marvel  Character  license to December 31, 2002.  As of the
date of this report,  the Company is under  renegotiations to further extend the
terms of these agreements.

         On December  29, 2003 we and {212} Media LLC  executed a  Manufacturing
and Distribution Agreement for the purpose of facilitating the manufacturing and
distribution  of an audio  book  series  comprised  of a  collection  of  Arthur
stories,   a  popular  children's  book  character  by  author  Marc  Brown.  In
conjunction   with  {212}  Media,   we  will  be  responsible  for  the  design,
manufacture, promotion and distribution of the audio books. The recorded stories
are to be read by a group of selected celebrities. All costs associated with the
production  of the audio books will be borne by {212}  Media.  We will receive a
20% markup  over  manufacturing  cost from {212} Media plus a  distribution  fee
ranging from 8% to 15% of wholesale prices. Additionally,  an override fee of 3%
of  wholesale  price  will be paid to us. The  agreement  remains in effect on a
product-by-product basis.

         Sales for the twelve  months  ended  February  29, 2004 were  comprised
primarily of products  from X-Men and Marvel comic hero  characters.  Additional
revenues  were also  produced  from the sale of products  related to  Terminator
license  and a special  order of Ninja  scrolls.  In  addition  to  income  from
traditional  sources,  revenue was generated  from Internet sales through e-bay.
Entertainment  related  product  sales differ from the more  traditional  sports
related  products we have  historically  offered and the timely  availability of
product  samples has become a critical  element in the  ability to  successfully
obtain orders from  distributors  and especially  retailers who prepare  product
sales plans  (plan-o-gram)  at least six months in advance.  Consumer demand for
these entertainment  products is most often driven directly by the initial movie
release and followed later by the video release.  After  successfully  obtaining
movie related licenses,  chronic cash constraints and  manufacturing  lead times
and volume  requirements  have seriously  inhibited our ability to provide these
samples  either in a timely  manner or in a  sufficient  variety or  quantity to
satisfy the needs of the sales force. Consequently, we have missed the window of
opportunity afforded us by certain of our licenses. We are constantly seeking to
remedy this serious  problem by raising  additional  working  capital and,  most
importantly, by seeking new sourcing for our principal products that can produce
samples in a timely and cost effective way to support the sales efforts

         Cost of sales  for the  twelve  months  ended  February  29,  2004 were
comprised of costs associated with the sale of the products related to the X-Men
and Marvel comic hero  characters.  (In light of the  termination of the Lord of
the  Rings and  Austin  Powers  licenses,  on going  cost of sales  was  reduced
commensurately with sales).  These products are contract  manufactured for us by
both  domestic  and foreign  companies  to  specifications  developed  by us and
approved  by the  various  licensors.  We do not feel this places us at risk for
filling future orders on a timely basis because we have developed  relationships
with alternate suppliers for most of our products.  This is especially evidenced
by the arrangement  with Maxim  Logistics who will be our principal  provider of
Satin Scrolls,  one of our leading products.  Several of our manufacturers  will
also store and ship product directly to a customer,  thereby  reducing  shipping
time and  eliminating  the costs we would incur if the product was first shipped
to our location.  We also feels we are not at risk for any currency fluctuations
in our dealing with our foreign manufacturers since all orders are based on U.S.
dollars and we do not have any long term purchase commitments.

         Selling,  general and  administrative  expense  consists of payroll and
related fringe benefits,  royalties,  commissions  paid to  manufacturers  sales
representatives,   advertising,  rent,  depreciation  and  other  related  fixed
overhead  expenses.  Also included in this category are the expenses  related to
the replication of movie props to ready them for mass production by the contract
manufacturers,  as well as the non-cash  costs related to services  satisfied by
the issuance of our stock.  The services  provided were in direct support of our
operations. As we grow through acquisitions and the sales of current product, we
anticipate  we will have to rely less on the  issuance of stock for services due
to increased cash flows as well as capital.  The benefits to us from these stock
transactions are to reduce the use of cash, which allow us to devote the maximum
amount of resources to expanding  the  business.  For  accounting  purposes,  we
valued these  services at the fair market value of the services  rendered or the
fair market value of the stock at times of issuance  whichever  was more readily
determinable.  Production  costs  include  prototypes  and samples of packaging,
displays  and  products.  All  expensed  production  costs are  included  within
selling,  general and administrative  expenses.  Costs of manufacturing products
for sale are included within costs of sales.


<PAGE>

         The amount and timing of the revenue  generated from the sales of movie
related products is not possible to accurately  predict because of the length of
time it may take the  project to be  commercially  successful,  if at all.  As a
result,  our  revenues  and  net  income  may  fluctuate  significantly  between
comparable  periods.  Additionally,  since our  inception,  we have  experienced
significant operating and net losses that we have been able to fund by obtaining
private  capital.  Therefore,  we cannot  predict  if and when we will  generate
income  from  operations  and if we will be able  to  raise  sufficient  capital
necessary to fund future operations.

         As of the fiscal year ended  February 29, 2004,  we had an  accumulated
deficit of $ 20,177,801.  This deficit arose from  operating  losses and not any
particular  transaction  or  transactions.  We  have  not  generated  sufficient
revenues to meet our operating expenses. As a result, there is substantial doubt
about our ability to continue as a going concern.

CRITICAL ACCOUNTING POLICIES

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

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

         Accounts Receivable: We must make judgments about the collectibility of
our accounts receivable to be able to present them at their net realizable value
on the balance sheet. To do this, we carefully analyze the aging of our customer
accounts,  try to  understand  why  accounts  have not  been  paid,  and  review
historical  bad debt  problems.  From this  analysis,  we  record  an  estimated
allowance for receivables that we believe will ultimately become  uncollectible.
As of February  29, 2004,  we had an allowance  for bad debts of $0. We actively
manage our accounts receivable to minimize our credit risks and believe that our
current allowance for doubtful accounts is fairly stated.

         Realizability of Inventory Values: We make judgments about the ultimate
realizability  of our inventory in order to record our inventory at its lower of
cost or  market.  These  judgments  involve  reviewing  current  demand  for our
products in comparison to present inventory levels and reviewing inventory costs
compared  to current  market  values.  As of  February  29,  2004 we  recorded a
write-down  to  inventory  of  $8,628  to  adjust  certain  lines  for  obsolete
inventory.

         Long-lived  Assets.  We assess  the  impairment  of  long-lived  assets
whenever events or changes in  circumstances  indicate that their carrying value
may not be recoverable  from the estimated  future cash flows expected to result
from their use and eventual  disposition.  Our long-lived assets subject to this
evaluation include property and equipment. Intangible assets other than goodwill
are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying  value may not be fully  recoverable.  We are required to make
judgments  and   assumptions   in   identifying   those  events  or  changes  in
circumstances that may trigger impairment.

<PAGE>



RECENT ACCOUNTING PRONOUNCEMENTS

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

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

         Most of the  provisions  of  Statement  150  are  consistent  with  the
existing  definition of liabilities in FASB Concepts  Statement No. 6, "Elements
of  Financial  Statements".  The  remaining  provisions  of this  Statement  are
consistent  with the FASB's  proposal to revise  that  definition  to  encompass
certain  obligations  that a reporting  entity can or must settle by issuing its
own shares. This Statement shall be effective for financial  instruments entered
into or modified  after May 31, 2003 and  otherwise  shall be  effective  at the
beginning of the first interim period beginning after June 15, 2003,  except for
mandatory redeemable  financial  instruments of a non-public entity, as to which
the effective date is for fiscal periods beginning after December 15, 2004.

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

         Interpretation  No. 46(R) also  requires  expanded  disclosures  by the
primary  beneficiary  (as  defined)  of a  variable  interest  entity  and by an
enterprise  that holds a significant  variable  interest in a variable  interest
entity but is not the primary beneficiary.

         Interpretation  No. 46(R)  applies to small  business  issuers no later
than the end of the first  reporting  period that ends after  December 15, 2004.
This  effective  date includes  those  entities to which  Interpretation  46 had
previously  been  applied.   However,  prior  to  the  required  application  of
Interpretation  No. 46, a public  entity that is a small  business  issuer shall
apply  Interpretation  46 or this  Interpretation  to  those  entities  that are
considered  to be  special-purpose  entities  no later than as of the end of the
first reporting period that ends after December 15, 2003.

         Interpretation   46(R)   may   be   applied    prospectively   with   a
cumulative-effect  adjustment  as of the date on which it is first applied or by
restating  previously  issued financial  statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year restated.


<PAGE>

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

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

TWELVE MONTHS ENDED  FEBRUARY 29, 2004 COMPARED TO TWELVE MONTHS ENDED  FEBRUARY
28, 2003.

         Net revenue for the twelve months ended  February 29, 2004 was $117,816
and primarily consisted of sales of X-Men products,  Terminator products, Marvel
Character  products,  E-Bay  Internet sales and a Special Ninja scroll sale. Net
revenue for the twelve months ended  February 28, 2003 was $82,935 and primarily
consisted of sales of X-Men products, Lord of the Ring products Marvel Character
products and e-Bay Internet sales.

         Cost of sales for the twelve months ended  February 29, 2004  increased
by $87,804 from the twelve  months ended  February 28, 2003.  This  increase was
mainly  attributable to the increase shipping cost due to shipping lots of small
orders.  Cost of sales as a  percentage  of revenues  increased  to 117% for the
twelve  months ended  February 29, 2004 as compared to 61.1% for the same period
last year.  This increase was mainly  attributable to a increase in the need for
samples to get the product into the market.

         Selling,  general and  administrative  expenses  for the twelve  months
ended  February 29, 2004  decreased to $1,266,228  from  $1,326,224 for the same
period the previous  year.  For the twelve  months  ended  February 29, 2004 and
February 28, 2003 the services  obtained  through the issuance of stock included
internal accounting and financial services, internet website creation, marketing
assistance,  insurance program review and general management consulting services
in the amount of $412,975 and $689,019 respectively. As previously mentioned, we
incur charges to bring the product to market.  These charges relate to the costs
of producing  samples as well as the related  package  design costs that must be
approved by the licensor prior to full production  runs of the product.  For the
twelve months ended February 29, 2004, we incurred charges relating to the costs
of producing the samples as well as the related package design of $36,975 versus
charges of $14,261 for the same period the previous year.

         We incurred  interest  expense of $469,150 for the twelve  months ended
February 29, 2004 as compared to $226,081 for the same period the previous  year
due to increased borrowings and the beneficial conversion calculation related to
the  application  of the Emerging  Issues Task Force  Bulletin for accounting of
convertible  securities and notes and loans payable with  beneficial  conversion
features.  The beneficial conversion  calculation added $268,750 and $137,500 of
interest expense  respectively for the twelve months ended February 29, 2004 and
2003, respectively.

         As a  result  of the  above,  we had a net loss of  $1,322,823  for the
twelve  months ended  February 29, 2004 as compared to a net loss of  $1,701,135
for the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

         As of  February  29,  2004,  we had a  working  capital  deficiency  of
$5,076,232.  The working  capital  deficit as of  February  29, 2004 is a direct
result of the  unprofitable  operations  for prior years as well as for the past
twelve  months ended  February 29, 2004 that  resulted in cash used in operating
activities  of  $346,347.  We had an ending cash  balance of $93 at February 29,
2004. As such, the Company will have to raise additional capital within the next
twelve months.

         We have  financed our losses  through  private sales of equity and debt
securities  and the  issuance of stock for  services.  During the twelve  months
ended February 29, 2004, we received the following  capital  infusions:  $17,000

<PAGE>

from  issuance  of common  stock and  $322,840(net  of  repayments)  from  other
borrowings.  Additionally,  during this period,  we received notices  requesting
conversion  from the  holders  of demand  notes and  convertible  debentures  of
$77,984.  These  instruments  were converted into  168,910,557  shares of common
stock.

         As of February 29, 2004, we had $728,984 in outstanding notes and loans
payable,  (of which $69,442 is due to related  parties)  $137,300 in convertible
subordinated   debentures  and  $859,715  in  outstanding   convertible  secured
debentures.  As of February 29, 2004, we had $1,484,170 in accounts  payable and
$1,873,278 in accrued expenses,  accrued payroll,  accrued royalties and related
taxes (These  liabilities are for federal  withholding  taxes and are related to
calendar  years 1999,  2000 and 2001.  We are currently  making  payments on our
current federal  payroll tax  obligations as well as monthly  payments for these
prior  obligations).  We have been able to operate based on deferring vendor and
employee  payments,   deferring  interest  and  debt  repayments  and  obtaining
additional borrowings and proceeds from equity.  However,  there is no guarantee
that  we  will  continue  to  be  successful  with  respect  to  these  actions.
Furthermore,  there  can be no  assurances  that we will be able to  obtain  the
necessary  funding to finance  their  operations  or grow revenue in  sufficient
amounts to fund our operating expenses.

         Our independent auditors have issued a going concern paragraph in their
opinion  on  our  consolidated   financial   statements  that  states  there  is
substantial doubt about our ability to continue as a going concern.  Our ability
to continue as a going  concern is dependent on our ability to raise  additional
convertible  debt,  equity  capital and access  capital  through debt and equity
funding as well as market and sell our various products.

         An event of default has occurred  regarding  the  $400,000  convertible
secured  debenture in that we did not have an effective  registration  statement
within  150 days of the  debenture  sale.  As a result of this  default,  we are
obligated to pay the debenture  holders the principal  amount of the  debentures
together  with interest and certain  other  amounts.  We do not have the capital
resources  to pay  the  amounts  required  under  this  agreement.  The  secured
convertible  debenture  holders have informed us that they do not intend to take
any action at this time due to the default. We do not, however, have any legally
binding  commitment from the debenture holders to waive the default provision of
the  debenture.  Subsequent  to  February  29,  2004,  the  convertible  secured
debenture  holders  converted $54,211 of this debt into 98,141,834 shares of our
common stock.

         On May 28,  2002,  we issued  $75,000 in  convertible  debentures.  The
debentures  have a 12% coupon and matured July 28, 2002.  Conversions  to common
stock are at a 50% discount from the lowest bid price over the 30 days preceding
conversion. The debentures are in default.

         On November 26, 2002 we issued $250,000 in convertible debentures.  The
debentures  have a 15%  coupon  and  matures  one year  from  date of  issuance.
Conversions  to common stock are at the lesser of $ .01 or 75% discount from the
lowest bid price over the 3 days during the 20 days preceding conversion.  . The
debentures are in default.

         On May 13,  2003 we  issued  $25,000  in  convertible  debentures.  The
debentures  have a 15%  coupon  and  matures  one year  from  date of  issuance.
Conversions  to common stock are at the lesser of $ .01 or 75% discount from the
lowest bid price over the 3 days during the 20 days preceding conversion.

         On June 25,  2003 we issued  $25,000  in  convertible  debentures.  The
debentures  have a 15%  coupon  and  matures  one year  from  date of  issuance.
Conversions  to common stock are at the lesser of $ .01 or 75% discount from the
lowest bid price over the 3 days during the 20 days preceding conversion.

         On July 18,  2003 we issued  $25,000  in  convertible  debentures.  The
debentures  have a 15%  coupon  and  matures  one year  from  date of  issuance.
Conversions  to common stock are at the lesser of $ .01 or 75% discount from the
lowest bid price over the 3 days during the 20 days preceding conversion.

         On November 17, 2003 we issued $50,000 in convertible  debentures.  The
debentures  have a 15%  coupon  and  matures  one year  from  date of  issuance.
Conversions  to common stock are at the lesser of $ .01 or 75% discount from the
lowest bid price over the 3 days during the 20 days preceding conversion.


<PAGE>

         On January 13, 2004 we issued  $50,000 in convertible  debentures.  The
debentures  have a 15%  coupon  and  matures  one year  from  date of  issuance.
Conversions  to common stock are at the lesser of $ .01 or 75% discount from the
lowest bid price over the 3 days during the 20 days preceding conversion.

         On February 20, 2004 we issued $25,000 in convertible  debentures.  The
debentures  have a 15%  coupon  and  matures  one year  from  date of  issuance.
Conversions  to common stock are at the lesser of $ .01 or 75% discount from the
lowest bid price over the 3 days during the 20 days preceding conversion.

         Subsequent  to February 29,  2004,  we issued  $100,000 in  convertible
debentures.  The  debentures  have a 15% coupon and mature one year from date of
issuance. Conversions to common stock are at the lesser of $ .01 or 75% discount
from  the  lowest  bid  price  over  the 3 days  during  the 20  days  preceding
conversion.

         Subsequent  to February 29,  2004,  we issued  $250,000 in  convertible
debentures.  The  debentures  have a 15% coupon and mature one year from date of
issuance. Conversions to common stock are at the lesser of $ .01 or 75% discount
from  the  lowest  bid  price  over  the 3 days  during  the 20  days  preceding
conversion.

         Subsequent  to February 29,  2004,  we issued  $550,000 in  convertible
debentures.  The debentures  have a 15% coupon and mature two years from date of
issuance. Conversions to common stock are at the lesser of $ .01 or 75% discount
from  the  lowest  bid  price  over  the 3 days  during  the 20  days  preceding
conversion.

         In December  2003, the Company and a former  consultant  entered into a
five-year  Consulting  Agreement  under which the  consultant  was to receive an
annual fee of $26,000.  Additionally,  20,000,000  stock options were granted at
exercise  prices  ranging  from $.001 to $.004 per  share.  The  options  have a
ten-year  term. An  additional  3,200,000  shares of the Company's  common stock
having a fair value of $6,400 are to be issued to settle  $145,763  of notes and
loans  payable  (including  accrued  interest  of $4,733) and $78,000 in accrued
consulting  fees.  Accordingly,  a gain of $217,362  has been  reflected  in the
Company's statement of operations.

         In November 2002, we successfully  negotiated a long-term  payment plan
with the IRS to retire our  outstanding  payroll tax  obligations.  The plan was
executed in December 2002 and calls for escalating  monthly  payments to be made
over a period of 18 months. After an initial down payment of $25,800 in December
2002,  we have agreed to a payment  schedule of $5,750 for the first six months,
$13,000 for the next six months and  $25,000  for the final six months.  We made
the agreed  payments  in a timely  fashion  through the first six months and are
currently  behind schedule on the balance.  We are  negotiating  with the IRS to
recast the plan in accordance with our ability to make timely payments.


<PAGE>


ITEM 7. FINANCIAL STATEMENTS.

                        COLLECTIBLE CONCEPTS GROUP, INC.
                                AND SUBSIDIARIES

                                    CONTENTS

PAGE          1           REPORT OF INDEPENDENT REGISTERED PUBLIC
                          ACCOUNTING FIRM

PAGE          2           CONSOLIDATED BALANCE SHEET AS OF FEBRUARY 29, 2004

PAGE          3           CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
                          YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

PAGE          4           CONSOLIDATED STATEMENT OF CHANGES IN
                          SHAREHOLDERS' DEFICIENCY FOR THE YEARS ENDED FEBRUARY
                          29, 2004 AND FEBRUARY 28, 2003

PAGE          5           CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
                          YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

PAGES         6-24        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS
                          OF FEBRUARY 29, 2004

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of:
  Collectible Concepts Group, Inc. and Subsidiaries

We have  audited the  accompanying  consolidated  balance  sheet of  Collectible
Concepts Group, Inc. and Subsidiaries  (the "Company"),  as of February 29, 2004
and the related consolidated statements of operations,  changes in shareholders'
deficiency and cash flows for the years ended February 29, 2004 and February 28,
2003. These  consolidated  financial  statements are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
consolidated  financial statements are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the  consolidated  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 audits provide 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 Collectible Concepts
Group,  Inc. and  Subsidiaries as of February 29, 2004, and the results of their
operations  and their  cash  flows for the years  ended  February  29,  2004 and
February 28, 2003, in conformity with accounting  principles  generally accepted
in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial statements,  the Company's working capital deficiency of
$5,076,232,  shareholders' deficiency of $5,055,220,  net loss of $1,322,823 and
net cash used in  operations  of  $346,347  raise  substantial  doubt  about its
ability to continue as a going  concern.  Management's  plan in regards to these
matters is also described in Note 2. These consolidated  financial statements do
not  include  any  adjustments  that  might  result  from  the  outcome  of this
uncertainty.

WEINBERG & COMPANY, P.A.

Boca Raton, Florida
January 24, 2005

<PAGE>

                   COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                               CONSOLIDATED BALANCE SHEET
                                AS OF FEBRUARY 29, 2004

                                         ASSETS
CURRENT ASSETS
Cash                                                               $         93
Accounts receivable, net of allowance for doubtful accounts of $0         2,801
                                                                   ------------
Total Current Assets                                                      2,894
                                                                   ------------

PROPERTY AND EQUIPMENT, NET                                              20,833
                                                                   ------------

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

TOTAL ASSETS                                                       $     28,227
                                                                   ============

                        LIABILITIES AND SHAREHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Accounts payable                                                   $  1,484,170
Accrued expenses                                                      1,873,278
Convertible secured debentures, net                                     859,715
Notes and loans payable, current portion                                655,221
Loans payable - related parties                                          69,442
Convertible subordinated debentures                                     137,300
                                                                   ------------
Total Current Liabilities                                             5,079,126

Notes and loans payable, long-term portion                                4,321
                                                                   ------------

TOTAL LIABILITIES                                                     5,083,447
                                                                   ------------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' DEFICIENCY
Common stock, $.001 par value, 700,000,000 shares authorized,
422,299,964 shares issued and outstanding                               422,299
Common stock to be issued (10,062,999 shares)                            30,293
Additional paid-in capital                                           14,788,739
Deferred equity based expense                                          (118,750)
Accumulated deficit                                                 (20,177,801)
                                                                   ------------
Total Shareholders' Deficiency                                       (5,055,220)
                                                                   ------------
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                     $     28,227
                                                                   ============


           See accompanying notes to consolidated financial statements


                                       2
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS FOR
             THE YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

<TABLE>
<CAPTION>
                                                                     2004             2003
                                                                -------------    -------------
<S>                                                             <C>              <C>
NET SALES                                                       $     117,816    $      82,935

COST OF SALES                                                         138,491           50,687
                                                                -------------    -------------

GROSS (LOSS) PROFIT                                                   (20,675)          32,248

OPERATING EXPENSES
Selling, general and administrative                                 1,266,228        1,326,224
                                                                -------------    -------------

LOSS FROM OPERATIONS                                               (1,286,903)      (1,293,976)
                                                                -------------    -------------

OTHER INCOME (EXPENSE)
Consulting income                                                      25,858               --
Interest income                                                            10               --
Interest expense                                                     (469,150)        (226,081)
Gain on forgiveness of debt                                           190,000               --
Gain/(Loss) on settlement of debt and interest                        217,362         (181,078)
                                                                -------------    -------------
Total Other Income (Expense)                                          (35,920)        (407,159)
                                                                -------------    -------------

LOSS BEFORE TAX PROVISION                                          (1,322,823)      (1,701,135)
INCOME TAX PROVISION                                                       --               --
                                                                -------------    -------------

NET LOSS                                                        $  (1,322,823)   $  (1,701,135)
                                                                =============    =============

BASIC AND DILUTED LOSS PER SHARE                                $       (0.01)   $       (0.04)
                                                                =============    =============

WEIGHTED AVERAGE SHARES USED IN NET LOSS CALCULATIONS - BASIC
AND DILUTED                                                       244,167,988       39,426,896
                                                                =============    =============
</TABLE>

           See accompanying notes to consolidated financial statements


                                       3
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
          CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIENCY
           FOR THE YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003

                                        4

<TABLE>
<CAPTION>
                                                              Common Stock     Additional    Deferred
                                       Common Stock           To be issued      Paid-In     Equity-Based  Accumulated
                                     Shares     Amount      Shares    Amount    Capital       Expense       Deficit        Total
                                   -------------------------------------------------------------------------------------------------
<S>                               <C>          <C>       <C>         <C>      <C>            <C>         <C>            <C>
Balance, February 28, 2002          7,392,614  $  7,392      49,624  $    50  $ 13,183,269   $      --   $(17,153,843)  $(3,963,132)
Common stock issued for
  cash                             31,428,572    31,429          --       --         9,571          --             --        41,000
Common stock issued for
  services rendered                42,121,570    42,122          --       --       646,897          --             --       689,019
Common stock to be issued
  per anti-dilution provision              --        --   1,474,882   10,324       (10,324)         --             --            --
Conversions of convertible
  secured debentures and
  notes and loans payable
  to common stock                  18,457,365    18,457          --       --       242,163          --             --       260,620
Beneficial conversion on
  convertible debentures                   --        --          --       --       325,000    (187,500)            --       137,500
Net loss, February 28, 2003                --        --          --       --            --          --     (1,701,135)   (1,701,135)
                                  -----------  --------  ----------  -------  ------------   ---------   ------------   -----------

Balance, February 28, 2003         99,400,121    99,400   1,524,506   10,374    14,396,576    (187,500)   (18,854,978)   (4,536,128)
Common stock issued for
  cash                              9,714,286     9,714          --       --         7,286          --             --        17,000
Common stock issued for
  services rendered               144,275,000   144,275          --       --       268,700          --             --       412,975
Common stock to be issued
  per anti-dilution
  provision                                --        --   5,338,493   13,519       (13,519)         --             --            --
Settlement of accrued
  expenses                                 --        --   1,184,000    2,368            --          --             --         2,368
Conversions of convertible
  secured debentures to
  common stock                     58,993,857    58,994          --       --       (26,010)         --             --        32,984
Conversions of notes and
  loans payable to common stock   109,916,700   109,916   2,016,000    4,032       (64,916)         --             --        49,032
Beneficial conversion on
  convertible debentures                   --        --          --       --       200,000    (200,000)            --            --
Amortization of deferred
equity based expense                       --        --          --       --            --     268,750             --       268,750
Issuance of options and warrants           --        --          --       --        20,622          --             --        20,622
Net loss, February 29, 2004                --        --          --       --            --          --     (1,322,823)   (1,322,823)
                                  -----------  --------  ----------  -------  ------------   ---------   ------------   -----------
Balance February 29, 2004         422,299,964  $422,299  10,062,999  $30,293  $ 14,788,739   $(118,750)  $(20,177,801)  $(5,055,220)
                                  ===========  ========  ==========  =======  ============   =========   ============   ===========
</TABLE>

           See accompanying notes to consolidated financial statements


                                       4
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
           FOR THE YEARS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003


<TABLE>
<CAPTION>
                                                                                2004          2003
                                                                             -----------   -----------
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                     $(1,322,823)  $(1,701,135)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation                                                                      17,085        23,723
Common stock and options issued for services rendered                            427,559       689,019
Issuance of warrants for interest expense                                          6,038            --
Amortization of deferred equity based expense                                    268,750       137,500
(Gain) loss on settlement of debt and interest                                  (217,362)      181,078
Gain on forgiveness of debt                                                     (190,000)           --
Changes in operating assets and liabilities:
Accounts receivable                                                                  710        38,309
Inventories                                                                       23,270       (12,705)
Accounts payable and accrued expenses                                            640,426       279,844
                                                                             -----------   -----------
Net Cash Used in Operating Activities                                           (346,347)     (364,367)
                                                                             -----------   -----------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible secured debentures                         200,000       325,000
Proceeds from issuance of convertible subordinated debentures                     65,500            --
Proceeds from issuance of common stock                                            17,000        41,000
Repayment of notes and loans payable                                              (5,057)      (14,970)
Proceeds from notes and loans payable                                             90,000        10,000
Repayment of notes payable - related parties                                     (65,392)      (39,648)
Proceeds from notes payable - related parties                                     37,789        49,446
                                                                             -----------   -----------
Net Cash Provided By Financing Activities                                        339,840       370,828
                                                                             -----------   -----------

NET (DECREASE) INCREASE IN CASH                                                   (6,507)        6,461

CASH - BEGINNING OF YEAR                                                           6,600           139
                                                                             -----------   -----------

CASH - END OF YEAR                                                           $        93   $     6,600
                                                                             ===========   ===========
</TABLE>

           See accompanying notes to consolidated financial statements


                                       5
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      (A) Description of Business

      Collectible Concepts Group, Inc. and its subsidiaries  (collectively,  the
      "Company")  distribute  high-end and novelty  products related to both the
      entertainment  and  sports  industries.  The  Company  sells its  products
      through  retailers,  distributors,  department  stores,  the  internet and
      catalogers. -

      (B) Principles of Consolidation

      The accompanying consolidated financial statements include the accounts of
      Collectible  Concepts  Group,  Inc.  and its  two  wholly  owned  inactive
      subsidiaries,   Team  Sports   Specialties   Corporation   and  Music  Art
      Corporation.  All significant  intercompany accounts and transactions have
      been eliminated.

      (C) Use of Estimates

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

      (D) Revenue Recognition

      Revenue from the sale of products is recognized when  persuasive  evidence
      of an  arrangement  exists,  shipment  has  occurred,  the  price has been
      determined and collectability is reasonably  assured.  The Company records
      an allowance for estimated returns, as required.

      (E) Cash

      Cash consists of cash held on deposit at financial institutions.

      (F) Inventories

      Merchandise  inventories  were  valued  at lower of cost or  market on the
      first in,  first out (FIFO)  method.  As of February  29, 2004 the Company
      wrote off its remaining inventory because of the lack of marketability.


                                       6
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      (G) Property and Equipment

      Property  and  equipment  consists  principally  of  office  and  computer
      equipment and is recorded at cost less accumulated depreciation. Upon sale
      or  retirement,  the  cost  of  the  asset  and  the  related  accumulated
      depreciation are removed from the accounts and the resultant gain or loss,
      if any,  is included  in the  statement  of  operations.  Depreciation  is
      computed  using the  straight-line  method based on the  estimated  useful
      lives of the related assets, principally five to seven years.

      (H) Long-Lived Assets

      The Company reviews  long-lived  assets for impairment  under Statement of
      Financial  Accounting Standards No. 144, "Accounting for the Impairment or
      Disposal of Long-Lived  Assets." Long-lived assets to be held and used are
      reviewed  for  impairment  whenever  events or  changes  in  circumstances
      indicate that the carrying amount of an asset may not be recoverable.  The
      carrying amount of a long-lived asset is not recoverable if it exceeds the
      sum of the  undiscounted  cash flows  expected  to result from the use and
      eventual disposition of the asset. Long-lived assets to be disposed of are
      reported at the lower of carrying amount or fair value less cost to sell.

      (I) Loss Per Share

      The Company follows  Statement of Financial  Accounting  Standards No. 128
      ("SFAS No. 128")  "Earnings  Per Share".  Basic and fully diluted loss per
      share  amounts are computed  based on net loss and divided by the weighted
      average  number of common shares  outstanding.  The assumed  conversion of
      convertible debt into 1,383,148,293  common shares in 2004 and 138,595,714
      common shares in 2003 and the exercise of outstanding options and warrants
      to purchase  6,311,029  common shares in 2004 and 165,723 common shares in
      2003 were not included in the  computation of diluted loss per because the
      assumed  conversion  and exercise would be  anti-dilutive  for all periods
      presented. As of February 29, 2004 the Company does not have enough common
      shares  available to convert all the  eligible  debt to shares if the debt
      holders elected to convert all of their notes.

      (J) Fair Value of Financial Instruments

      Carrying  amounts of  financial  instruments  held by the  Company,  which
      includes cash, accounts receivable,  accounts payable and accrued expenses
      approximate  fair value due to the  short-term  maturities of these assets
      and liabilities. Long-term debt, convertible secured debentures, notes and
      loans payable and convertible  subordinated  debentures  approximate  fair
      value based upon debt terms available for entities under similar terms.


                                       7
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      (K) Advertising Expense

      The  Company  participates  in  various  advertising  programs.  All costs
      related to advertising  are expensed in the period  incurred.  Advertising
      expense amounted to approximately $0 and $4,000 for the fiscal years ended
      February 29, 2004 and February 28, 2003, respectively.

      (L) Income Taxes

      Deferred  taxes  are  accounted  for  in  accordance  with  SFAS  No.  109
      "Accounting  for  Income  Taxes."  The  Statement  requires  an asset  and
      liability  approach for  financial  accounting  and  reporting  for income
      taxes.  Deferred income taxes are provided for the difference  between the
      tax  basis  of an  asset  or  liability  and its  reported  amount  in the
      financial  statements  using  enacted tax rates that are expected to be in
      effect for the year in which the  differences  are  expected  to  reverse.
      Deferred income taxes arise principally from differences between financial
      and income tax reporting,  including  amounts recorded for inventory,  the
      allowance for doubtful accounts, accrued expenses, the availability of net
      operating  loss  carryforwards  and certain other  temporary  differences.
      Deferred  income tax assets are  reduced by a  valuation  allowance  when,
      based on the weight of evidence available, it is more likely than not that
      some portion or all of the  deferred tax assets will not be realized.  The
      determination of the requirement for a valuation allowance is an estimate,
      which is reasonably possible to change in the near term.

      (M) Stock-Based Compensation

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

      (N) Reclassifications

      Certain  items from prior  year have been  reclassified  to conform to the
      current year presentation.


                                       8
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      (O) Business Segments

      The Company applies Statement of Financial  Accounting  Standards No. 131,
      "Disclosures about Segments of an Enterprises and Related Interpretation."
      The Company operates in one segment and therefore  segment  information is
      not presented.

      (P) Shipping and Handling Fees

      The Company  includes  shipping and  handling  fees billed to customers as
      revenue  and the related  costs as cost of sales.  Such fees and costs are
      primarily  comprised  of  outbound  freight.  Included  in revenues in the
      accompanying  consolidated  statements of income are shipping and handling
      fees of $334 and $320 for the years ended  February  29, 2004 and February
      28, 2003, respectively.

      (Q) Recent Accounting Pronouncements

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

      Interpretation  46(R) also requires  expanded  disclosures  by the primary
      beneficiary  (as  defined)  of  a  variable  interest  entity  and  by  an
      enterprise  that  holds a  significant  variable  interest  in a  variable
      interest entity but is not the primary beneficiary.

      Interpretation  46(R) applies to small business  issuers no later than the
      end of the first reporting  period that ends after December 15, 2004. This
      effective  date includes  those  entities to which  Interpretation  46 had
      previously  been applied.  However,  prior to the required  application of
      Interpretation  No. 46, a public  entity that is a small  business  issuer
      shall apply  Interpretation 46(R) or this Interpretation to those entities
      that are considered to be special-purpose entities no later than as of the
      end of the first reporting period that ends after December 15, 2003


                                       9
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      Interpretation   No.   46(R)   may  be   applied   prospectively   with  a
      cumulative-effect  adjustment  as of the date on which it is first applied
      or by restating  previously  issued  financial  statements for one or more
      years with a cumulative-effect adjustment as of the beginning of the first
      year restated.

      The  implementation of the provisions of  Interpretation  No. 46(R) is not
      expected  to  have a  significant  effect  on the  Company's  consolidated
      financial statement presentation or disclosure.

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

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

      Most of the provisions of Statement 150 are  consistent  with the existing
      definition of liabilities  in FASB Concepts  Statement No. 6, "Elements of
      Financial  Statements".  The remaining  provisions  of this  Statement are
      consistent with the FASB's proposal to revise that definition to encompass
      certain  obligations that a reporting entity can or must settle by issuing
      its  own  shares.   This  Statement   shall  be  effective  for  financial
      instruments  entered  into or modified  after May 31,  2003 and  otherwise
      shall be effective at the beginning of the first interim period  beginning
      after June 15, 2003, except for mandatory redeemable financial instruments
      of a  non-public  entity,  as to which the  effective  date is for  fiscal
      periods beginning after December 15, 2004.

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


                                       10
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

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

NOTE 2 GOING CONCERN

      The accompanying consolidated financial statements have been prepared on a
      going concern basis which  contemplates  the realization of assets and the
      settlement  of  liabilities  and  commitments  in  the  normal  course  of
      business.  Since  inception,  the  Company  has not  generated  sufficient
      revenues  to meet its  operating  expenses  and has  incurred  significant
      operating losses and net losses. As of and for the year ended February 29,
      2004,  the  Company  had a working  capital  deficiency  of  $5,076,232  a
      shareholders'  deficiency of $5,055,220,  a net loss of $1,322,823 and net
      cash  used in  operations  of  $346,347.  The  Company  has  minimal  cash
      available  for  operations  and is in default  with  respect to  repayment
      provisions of certain  convertible  secured and  convertible  subordinated
      debentures, notes and loan payables. In addition, the Company was not able
      to  complete  an  effective  registration  statement  within  150  days as
      required in connection with the sale of convertible  secured debentures to
      a group of  investors  and, as a result,  the Company is in default of the
      debenture  agreement.  These  matters  raise  substantial  doubt about the
      Company's  ability  to  continue  as a  going  concern.  The  consolidated
      financial  statements  do not  include  any  adjustments  relating  to the
      recoverability  and  classification of recorded assets, or the amounts and
      classification  of  liabilities  that might be  necessary in the event the
      Company cannot continue in existence.

      In order to generate additional revenues and the working capital needed to
      continue and expand operations,  the Company's management has committed to
      a plan for reducing expenses,  increasing retail distribution channels for
      its products and raising  additional  capital.  There can be no assurances
      that the Company will be able to obtain the  necessary  funding to finance
      their  operations  or grow  revenue  in  sufficient  amounts to fund their
      operations.


                                       11
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

NOTE 3 PROPERTY AND EQUIPMENT

      As  of  February  29,  2004,  property  and  equipment  consisted  of  the
      following:

      Computer and Office Equipment                                   $ 126,179
      Accumulated Depreciation                                         (105,346)
                                                                      ---------

      Property and Equipment, net                                     $  20,833
                                                                      =========

      Depreciation  expense  amounted to $17,085 and $23,723 for the years ended
      February 29, 2004 and February 28, 2003, respectively.

NOTE 4 ACCRUED EXPENSES

      As of February 29, 2004, accrued expenses consisted of the following:

      Accrued interest, of which $87,248 is due to related party      $  502,454
      Accrued payroll and payroll taxes                                  642,324
      Accrued royalties                                                  217,750
      Other miscellaneous accrued expenses                               510,750
                                                                      ----------

      Accrued Expenses                                                $1,873,278
                                                                      ==========

NOTE 5 CONVERTIBLE SECURED DEBENTURES

      On February 20, 2004 the Company  issued  $25,000 of  convertible  secured
      debentures to a group of investors.  These  debentures  mature on February
      20,  2005 and bear  interest  at 15% per  annum and are  convertible  into
      shares of the  Company's  common  stock at the lower of $.01 or 25% of the
      average of the lowest  three  intraday  trading  prices  during the twenty
      trading  days  immediately  preceding   conversion.   This  results  in  a
      beneficial  conversion  feature  in the  amount of  $25,000,  (since it is
      limited to the amount  received) which is being amortized over the term of
      the loan.  The entire  beneficial  conversion  expense of $25,000 has been
      deferred as of February 29, 2004.

      On January 13,  2004 the Company  issued  $50,000 of  convertible  secured
      debentures to a group of investors. These debentures mature on January 13,
      2005 and bear interest at 15% per annum and are convertible into shares of
      the  Company's  common stock at the lower of $.01 or 25% of the average of
      the lowest three  intraday  trading  prices during the twenty trading days
      immediately preceding conversion.  This results in a beneficial conversion
      feature  in the  amount of  $50,000,  (since it is  limited  to the amount
      received)  which is being  amortized  over the term of the  loan.  Of this
      amount $12,500 was amortized to expense during the year ended February 29,
      2004 and $37,500 remains  deferred as of February 29, 2004. As of the date
      of this report, these debentures are still unpaid and in default.


                                       12
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      On November 17, 2003, the Company  issued  $50,000 of convertible  secured
      debentures to a group of investors.  These  debentures  mature on November
      17,  2004 and bear  interest  at 15% per  annum and are  convertible  into
      shares of the  Company's  common  stock at the lower of $.01 or 25% of the
      average of the lowest  three  intraday  trading  prices  during the twenty
      trading  days  immediately  preceding   conversion.   This  results  in  a
      beneficial  conversion  feature  in the  amount of  $50,000,  (since it is
      limited to the amount  received) which is being amortized over the term of
      the loan.  Of this  amount  $12,500  was  amortized  to expense to expense
      during the year ended February 29, 2004 and $37,500 remains deferred as of
      February 29, 2004.  As of the date of this report,  these  debentures  are
      still unpaid and in default.

      On July 18,  2003,  the  Company  issued  $25,000 of  convertible  secured
      debentures to a group of investors.  These  debentures  mature on July 18,
      2004 and bear interest at 15% per annum and are convertible into shares of
      the  Company's  common stock at the lower of $.01 or 25% of the average of
      the lowest three  intraday  trading  prices during the twenty trading days
      immediately preceding conversion.  This results in a beneficial conversion
      feature  in the  amount of  $25,000,  (since it is  limited  to the amount
      received)  which is being  amortized  over the term of the  loan.  Of this
      amount  $18,750 was amortized to expense to expense  during the year ended
      February 29, 2004 and $6,250 remains  deferred as of February 29, 2004. As
      of the date of this  report,  these  debentures  are still  unpaid  and in
      default.

      On June 25,  2003,  the  Company  issued  $25,000 of  convertible  secured
      debentures to a group of investors.  These  debentures  mature on June 25,
      2004 and bear interest at 15% per annum and are convertible into shares of
      the  Company's  common stock at the lower of $.01 or 25% of the average of
      the lowest three  intraday  trading  prices during the twenty trading days
      immediately preceding conversion.  This results in a beneficial conversion
      feature  in the  amount of  $25,000,  (since it is  limited  to the amount
      received)  which is being  amortized  over the term of the  loan.  Of this
      amount  $18,750 was amortized to expense to expense  during the year ended
      February 29, 2004 and $6,250 remains  deferred as of February 29, 2004. As
      of the date of this  report,  these  debentures  are still  unpaid  and in
      default.

      On May 13,  2003,  the  Company  issued  $25,000  of  convertible  secured
      debentures to a group of  investors.  These  debentures  mature on May 13,
      2004 and bear interest at 15% per annum and are convertible into shares of
      the  Company's  common stock at the lower of $.01 or 25% of the average of
      the lowest three  intraday  trading  prices during the twenty trading days
      immediately preceding conversion.  This results in a beneficial conversion
      feature  in the  amount of  $25,000,  (since it is  limited  to the amount
      received)  which is being  amortized  over the term of the  loan.  Of this
      amount  $18,750 was amortized to expense to expense  during the year ended
      February 29, 2004 and $6,250 remains  deferred as of February 29, 2004. As
      of the date of this  report,  these  debentures  are still  unpaid  and in
      default.

      On November 26, 2002, the Company issued  $250,000 of convertible  secured
      debentures to a group of investors.  These debentures  matured on November
      26,  2003 and bear  interest  at 15% per  annum and are  convertible  into
      shares of the  Company's  common  stock at the lower of $.01 or 25% of the
      average of the lowest  three  intraday  trading  prices  during the twenty
      trading  days  immediately  preceding  conversion.   This  resulted  in  a
      beneficial  conversion  feature in the amount of  $250,000,  (since it was
      limited to the amount  received)  which was amortized over the term of the
      loan.  Of this amount  $187,500 was  amortized to expense  during the year
      ended February 29, 2004,  and $62,500 was amortized  during the year ended
      February 28, 2003.  As of the date of this report,  these  debentures  are
      still unpaid and in default.


                                       13
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      On May  28,  2002,  the  Company  issued  a  $75,000  convertible  secured
      debenture  to a group of investors  with a conversion  price of 50% of the
      average of the lowest three intraday trading prices during the twenty days
      immediately preceding conversion. This resulted in a beneficial conversion
      feature  of  $75,000,  which has been  fully  recognized  as an expense at
      February 28, 2003. The debentures bear interest of 12% simple interest per
      annum and matured on July 28, 2003. The debentures  are  convertible  into
      shares of the  Company's  common stock at any time at the holder's  option
      equal to the quotient of (a) the  aggregate  amount of the  principle  and
      accrued  interest  and  unpaid  interest  to be so  converted  by (b)  the
      conversion  price.  As of the date of this report,  these  debentures  are
      still unpaid and in default.

      In May 2000, the Company issued $400,000 of secured convertible debentures
      to a group of  investors.  These  debentures  matured in April  2001,  are
      secured by substantially  all of the Company's assets and bear interest at
      10% per annum,  payable  quarterly;  the debentures are  convertible  into
      common stock at any time at the holder's  option at the lesser of $2.80 or
      50% of market  value  (the  debt  discount  of  $65,000  assigned  to this
      beneficial  conversion  feature was recorded as additional paid-in capital
      and the debt  discount was  amortized  as interest  expense in the quarter
      ended May 31, 2000 because the debentures  are  convertible at any time at
      the holder's option); the debentures also have warrants to purchase 57,143
      shares of common  stock at 110% of the market  value on the closing date -
      the warrants have a five-year life and are exercisable  immediately (using
      an option  pricing  model,  the warrants were valued at $280,000 using the
      following assumptions: no expected payment of dividends, expected lives of
      warrants  of three  years,  a risk free rate of 6.5% and a  volatility  of
      75%). The $280,000 was recorded as additional paid-in capital and the debt
      discount was  amortized  to interest  expense over the term of the related
      debentures.  As of February  28,  2002,  the debt  discount had been fully
      amortized. The debenture holders also have certain rights in the event the
      Company  files a  registration  statement.  The  Company  was not  able to
      complete  an  effective  registration  statement  within  150  days of the
      debenture  sale.  As a result,  the Company is in default of the debenture
      agreement.  As of the date of this  report,  these  debentures  are  still
      unpaid and in default.

      During the years  ended  February  29, 2004 and  February  28,  2003,  the
      debenture holders converted  convertible  secured debentures in the amount
      of $32,984 and $19,800  into  58,993,857  and  12,783,009  common  shares,
      respectively, based upon stated conversion prices or negotiated conversion
      prices.  Due to these  conversions,  the Company incurred a loss of $0 and
      $209,076  during the years ended  February 29, 2004 and February 28, 2003,
      respectively,  as the negotiated  converted prices were less than the fair
      market  value  of  the   Company's   common  stock  on  the  date  of  the
      conversions(see  Note 13). The debenture  holders also have certain rights
      in the event the Company files a registration  statement.  The Company was
      not able to complete an effective  registration  statement within 150 days
      of the  debenture  sale.  As a result,  the  Company  is in default of the
      debenture  agreement.  As of the date of this report,  the majority of the
      remaining debentures are still unpaid and in default.


                                       14
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      The following schedule reflects convertible secured debentures as of
      February 29, 2004 (in order of due date):

      10% convertible secured debentures, due April 2001
      (net of conversions) (A)                                          $334,715

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

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

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

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

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

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

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

      15% convertible secured debentures, due February 2005               25,000
                                                                        --------

      Total                                                             $859,715
                                                                        ========

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


                                       15
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

NOTE 6 NOTES AND LOANS PAYABLE

      As of February  29,  2004,  notes and loans  payable  consisted of various
      unsecured notes and loans payable to certain individuals, investors and an
      auto finance  company.  The notes and loans bear interest at various rates
      ranging from 8.0% to 12.0% and had various maturities through August 2001,
      except for the  automobile  loan,  which  matures  February 28, 2006.  The
      balance of the notes and loans  payable,  with the  exception  of the auto
      loan in the  amount of  $11,657  of which  $4,321 is  non-current,  are in
      default and remain  unpaid as of February 29, 2004.  During the year ended
      February  29,  2004 and  February  28,  2003,  the  note and loan  holders
      converted notes and loans payable in the amount of $45,000 and $25,000 and
      accrued  interest of $0 and $1,500 into  109,916,700 and 5,009,524  common
      shares  based  upon  stated  conversion  prices or  negotiated  conversion
      prices. Due to these conversions,  the Company realized a gain of $136,998
      for the year  ended  February  29,  2004,  and  $1,405  for the year ended
      February 28, 2003,  as the  negotiated  converted  price was more than the
      fair  market  value  of the  Company's  common  stock  on the  date of the
      conversion for the year ended February 28, 2003.

      The Company  has loans  payable of  $69,442,  which are  included as loans
      payable -  related  parties  in the  accompanying  condensed  consolidated
      balance sheet, due to the Company's president and other related parties as
      of February 29, 2004. During the year ended February 29, 2004, the Company
      recorded  interest  expense of $5,020 relating to loans from its president
      and other  related  parties  and $87,248 in accrued  interest  was payable
      relating  to these  loans as of  February  29,  2004 which is  included in
      accrued expenses in the accompanying  condensed consolidated balance sheet
      (See Notes 4 and 12).

NOTE 7 CONVERTIBLE SUBORDINATED DEBENTURES

      As of February 29, 2004 the Company has outstanding $71,800 of convertible
      subordinated debentures that were issued in prior years that bear interest
      at 12% per annum and matured at various  times  through  August 2001.  The
      debentures  are  in  default  and  remain  unpaid.  Each  $1,000  unit  is
      convertible at any time at the holder's option, into between 143 and 1,429
      shares of Company common stock for an aggregate of 38,214 common shares.

      The  Company  issued an  additional  $65,500 of  convertible  subordinated
      debentures  during the year ended February 29, 2004.  The debentures  bear
      interest  at 12% per  annum  and have a term of one  year.  Subsequent  to
      February 29, 2004, the debentures were not paid at their due dates and are
      in default.  Each $1,000 unit is  convertible  at any time at the holder's
      option,  into 1,000,000 shares of Company common stock for an aggregate of
      65,500,000 common shares.

      During  the  years  ended   February  29,  2004  and  February  28,  2003,
      respectively,  the debenture  holders converted  convertible  subordinated
      debentures in the amount of $0 and $25,000 and accrued  interest of $0 and
      $8,241  into  0 and  722,293  common  shares  (total)  based  upon  stated
      conversion  prices  or  negotiated   conversion   prices.   Due  to  these
      conversions,  the Company  realized a gain of $26,593,  for the year ended
      February 28, 2003 as the  negotiated  converted  prices were more than the
      fair  market  value  of the  Company's  common  stock  on the  date of the
      conversion for the year ended February 28, 2003.


                                       16
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      The following schedule reflects convertible  subordinated debentures as of
      February 29, 2004 (in order of due date):

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

      12% convertible  subordinated  debentures,
      unsecured, due at various times during
      quarter ended May 31, 2004 (A)                                      65,500
                                                                        --------

      Total                                                             $137,300
                                                                        ========

      (A) In default

NOTE 8 COMMON STOCK

      In October 2001, the Company  entered into an agreement with a third party
      whereby the third party has an  anti-dilution  ownership  of 1.603% of the
      Company.  The Company has not issued an aggregate of 6,862,999 shares owed
      as of February  29, 2004,  to the third  party.  These shares are shown as
      common stock to be issued with a corresponding decrease to additional paid
      in capital, for all periods presented.

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

      In  December  2003,  the Company and a former  consultant  entered  into a
      five-year  consulting  agreement under which the consultant was to receive
      an annual fee of $26,000.  Additionally,  20,000,000  stock  options  were
      granted at exercise  prices  ranging from $.001 to $.004 per share and the
      options are  exercisable  immediately,  but only  5,000,000 per year.  The
      expense  associated with issuing the options of $14,584 was recognized and
      this expense is being recognized over the earliest period that the options
      may be exercised.  The options have a ten-year  term. The consultant is no
      longer performing services under this agreement.  An additional  3,200,000
      shares of the Company's  common stock having a fair value of $6,400 are to
      be issued to settle $145,763 of notes and loans payable (including accrued
      interest of $4,733) and $78,000 in accrued consulting fees. Accordingly, a
      gain  of  $217,362  has  been  reflected  in the  Company's  statement  of
      operations.

      During the year ended February 29, 2004, the Company  converted $32,984 of
      convertible secured debentures into 58,993,857 shares of common stock. The
      conversions of debt to stock were based upon negotiated  conversion prices
      with the debtors (See Notes 5 and 13).  Based on sales of common stock for
      cash  during the year ended  February  29,  2004 for prices  below  market
      value,  no  gain  or  loss  has  been  recognized  on  the  aforementioned
      conversions of convertible secured debentures.


                                       17
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      During the fiscal year ended February 28, 2003, the debenture  holders and
      note and  loan  holders  converted  $79,541  of  convertible  secured  and
      subordinated  debentures,  notes and loans  payable  and  related  accrued
      interest  into  18,457,365  shares of common  stock having a fair value of
      $260,620.  The  conversions  of debt to stock were  based upon  negotiated
      conversion prices with the debtors.

      During the year ended February 29, 2004, the Company converted $186,030 of
      notes and loans payable into  111,932,700  shares of common stock of which
      2,016,000  are  shown  as to be  issued  having a fair  value of  $49,032,
      resulting in a gain of  $136,988.  The  conversions  of debt to stock were
      based upon negotiated  conversion prices with the debtors.  Based on sales
      of common  stock for cash  during the year  ended  February  29,  2004 for
      prices  below market  value,  no gain or loss has been  recognized  on the
      afore mentioned conversions of notes and loans payable.

      During the year ended February 29, 2004, the Company  converted $82,733 of
      accrued  expenses of into  1,184,000  shares of common stock having a fair
      value of $2,368 resulting in a gain of $80,365.

      During the year ended February 29, 2004, the Company received $17,000 from
      the  issuance  of  9,714,286   shares  of  common  stock  through  private
      placements to various investors.

      During the fiscal year ended  February  28,  2003,  the  Company  received
      $41,000 from the  issuance of  31,428,572  shares of common stock  through
      private placements to various investors.

      From time to time, the Company has issued common stock in exchange for the
      performance of services or as an alternative to the payment of interest on
      outstanding debt,  internal  accounting and financial  services,  internet
      website  creation,   marketing,   insurance  program  review  and  general
      management  consulting.  The dollar value of these activities  included in
      the selling, general and administrative expenses was $412,975 and $689,019
      for the year ended February 29, 2004 and February 28, 2003,  respectively.
      These  transactions  have been  recorded at the fair value of the services
      rendered or the fair value of the common stock issued,  whichever was more
      readily evident.  The number of shares of common stock issued for services
      performed  in the year ended  February  29, 2004 and February 28, 2003 was
      144,275,000(of  which 67,800,000  shares were issued to its president) and
      42,121,570(of  which  14,000,000  shares  were  issued to its  president),
      respectively.


                                       18
<PAGE>

               COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

NOTE 9 STOCK OPTIONS

      In 1995,  the Company issued its president and  shareholder  the option to
      purchase 7,143 shares of common stock any time before December 1, 2005 for
      $7.00 per share. In January 2000, the Company issued an additional 142,857
      options  to  the  president  and   shareholder,   which  are   immediately
      exercisable,  at an  exercise  price of $.70 per share  which  expired  in
      January 2004. In fiscal 2001, an additional  8,580 options were granted by
      the Company to a non-employee  for consulting  services of $61,350,  which
      was charged to operations. 50,000 of these options have been exercised and
      108,580 remain outstanding as of February 28, 2003. The agreement with the
      Company's   president  and  shareholder  also  contains  an  anti-dilution
      provision that has the effect of increasing the options as of February 28,
      2002.  During the year ended  February  28,  2002,  142,857  options  were
      granted and exercised under the  anti-dilution  provision.  All additional
      options have the same expiration date of January 2004.

      In December 2003, the Company  issued  20,000,000  options to a consultant
      (see Note 8) having a ten year term.  The  exercise  price is .001 for the
      first  5,000,000 .002 for the next 5,000,000 .003 for the third  5,000,000
      and .004 for the forth  5,000,000.  The only  restriction  is that no more
      than 5,000,000 options can be exercised in any one year.

      For the year ended  February  28,  2003,  there  were no options  granted,
      exercised or terminated.

      The following is a summary of the status of stock option  activity for the
      fiscal years ended February 29, 2004.

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

      Outstanding as of February 28, 2003               108,580      $1.110
       Granted in 2004                               20,000,000      $ .003
       Exercised in 2004                                     --      $   --
       Terminated
                                                        101,437      $1.110
                                                     ----------      ------
      Outstanding as of February 29, 2004            20,007,143      $ .003
                                                     ==========      ======

      The Company has adopted the disclosure-only provisions of SFAS No. 123 but
      applies APB Opinion 25  ("Accounting  for Stock Issued to  Employees")  in
      accounting  for stock options  issued to employees.  No stock options were
      issued to employees for the years ended February 29, 2004 and February 28,
      2003. Accordingly,  there has been no proforma effect of applying SFAS 123
      for the years ended February 29, 2004 and February 28, 2003.


                                       19
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

NOTE 10 INCOME TAXES

      Income tax expense  (benefit)  for the years ended  February  29, 2004 and
      February 28, 2003 are summarized as follows:

<TABLE>
<CAPTION>
                                                                                    2004          2003
                                                                                 -----------   -----------
<S>                                                                              <C>           <C>
      Current:
       Federal                                                                   $        --   $        --
       State                                                                              --            --
       Deferred Federal and State                                                         --            --
                                                                                 -----------   -----------
      Income tax expense (benefit)                                               $        --   $        --
                                                                                 ===========   ===========

      The Company's tax expense differs from the "expected" tax expense for the
      years ended February 29, 2004 and February 28, 2003 as follows:

                                                                                    2004          2003
                                                                                 -----------   -----------

      U.S. Federal income tax provision (benefit)                                $  (449,760)  $  (578,386)
      Effect of unused net operating loss carryforward                               449,760       578,386
                                                                                 -----------   -----------
                                                                                 $        --   $        --
                                                                                 ===========   ===========

      The tax effects of temporary differences that gave rise to significant
      portions of deferred tax assets and liabilities at February 29, 2004 and
      February 28, 2003 are as follows:

                                                                                    2004          2003
                                                                                 -----------   -----------
      Deferred tax assets:
        Net operating loss carryforward                                          $(7,016,287)  $(6,566,527)
                                                                                 -----------   -----------
           Total gross deferred tax assets                                        (7,016,287)   (6,566,527)
        Less valuation allowance                                                   7,016,287     6,566,527
                                                                                 -----------   -----------
      Net deferred tax assets                                                    $        --   $        --
                                                                                 ===========   ===========
</TABLE>

      As of February 29, 2004, the Company has net operating loss  carryforwards
      of $18,959,783  for U.S.  Federal income tax purposes  available to offset
      future taxable income expiring on various dates through 2024.

      The net change in the valuation  allowance  during the year ended February
      29, 2004 was an increase of $449,760.


                                       20
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

NOTE 11 COMMITMENTS AND CONTINGENCIES

      (A) Lease Commitments and Contingencies

      The Company leases its office space under a non-cancelable operating lease
      agreement expiring in September 2009.

      The minimum  annual lease  payments due under the lease  agreement  are as
      follows:

             For the Year Ended February 28,
                        2005                          $ 23,520
                        2006                            24,480
                        2007                            25,540
                        2008                            26,400
                        2009                            27,360
                        2010                            13,920
                                                      --------
                                                      $141,220
                                                      ========

      Rent  expense  was  approximately  $23,050 and $26,400 for the years ended
      February 29, 2004 and February 28, 2003, respectively.

      (B) Employment Agreement

      The  Company  has  an  employment  contract  (the  "agreement")  with  its
      president  through  January 1, 2005,  which provides for annual salary and
      bonuses  based on  Company  revenues.  The  agreement  also  provides  for
      one-year extensions every January 1 unless notice is given by the Company.

      (C) Licenses

      The  Company  has  entered  into   various   licensing   agreements   (the
      "agreements")  for the right to manufacture,  sell and distribute  certain
      collectibles   and   novelties   relating  to  current  and  future  movie
      characters,  as well as certain accessories  containing logos and names of
      professional  minor league and college sports teams. The agreements expire
      at various dates  through 2004 and generally  require the Company to pay a
      royalty of  between  9% and 11% of sales,  with  certain  minimum  royalty
      payments  required.  The  unpaid  minimum  royalty  fees  related to these
      agreements   are  included  in  accrued   expenses  in  the   accompanying
      consolidated  balance sheet.  Royalty  expense  amounted to  approximately
      $77,000 and  $356,000  for the years ended  February 29, 2004 and February
      28, 2003, respectively.


                                       21
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      (D) Contingencies

      In the  normal  course of  business  the  Company  is  subject  to various
      regulations,  proceedings,  lawsuits, claims and other matters,  including
      actions under laws and  regulations  related to the environment and health
      and safety, among others. The Company believes the amounts provided in its
      consolidated  financial  statements,  as prescribed by generally  accepted
      accounting principles, are adequate in light of the probable and estimable
      liabilities.  However,  there can be no assurances that the actual amounts
      required to discharge alleged  liabilities from various lawsuits,  claims,
      legal  proceedings  and other matters,  and to comply with applicable laws
      and regulations, will not exceed the amounts reflected in the accompanying
      consolidated  financial  statements  or will not have a  material  adverse
      effect on its consolidated results of operations,  financial condition and
      cash  flows.  Any costs that may be  incurred  in excess of those  amounts
      provided as of February 28, 2004 cannot currently be determined.

      In fiscal 2002, a licensing company commenced a lawsuit for various causes
      of action for breach of  contract,  trademark  infringement  and seeking a
      permanent  injunction  precluding  the  Company  from  using  any  of  the
      plaintiffs' intellectual property. The Company consented to the entry of a
      permanent injunction and the parties entered into a settlement  agreement,
      which resulted in the dismissal of the action in December  2003.  However,
      despite the dismissal of the action,  the plaintiff  reserves the right to
      pursue  monetary  claims  against  the  Company  for its breach of various
      license agreements.

      (E) Other Contingencies

      The  Company is  non-compliant  with  respect to payment of  employee  and
      employer  payroll-related  taxes.  The  liability,  which is  included  in
      accrued expenses (see Note 4) was  approximately  $218,000 and $253,000 as
      of February 29, 2004 and February 28, 2003,  respectively  which  includes
      penalties and interest.  There has been no increase in the unpaid  payroll
      taxes for the fiscal year ended February 29, 2004.

      (F) Agreements

      In February 2003, the Company entered into a joint venture  agreement with
      another  party whereby the other party was  responsible  for producing and
      marketing flashlight and battery products. The Company was responsible for
      obtaining the necessary  licenses,  design of the images and the marketing
      of the products.  Under the terms of the agreement,  50% of the sales were
      to be retained by the Company and the other 50% were to be remitted to the
      other entity.  Nothing had ever  transpired  under the joint  venture.  On
      November 8, 2003,  the Company  replaced its joint  venture  agreement and
      entered  into  a new  services  agreement.  The  Company  will  assist  in
      obtaining  licenses and managing  other aspects of the business of selling
      licensed  flashlight and battery  products.  Any licenses obtained in this
      manner  will be  assigned.  This  agreement  provides  a 1% royalty to the
      Company on net sales of any flashlight and/or battery products  containing
      images  available  either  from  licenses  the  Company has or assisted in
      obtaining.  Additionally, the Company may sell these licensed products and
      will receive a sales  commission  based on a formula of several  variables
      that is  expected  to  produce an  average  commission  of 15% of the sale
      price. As of the date of this report,  the Company has not sold any of the
      licensed  products  and  has  earned  no  royalties  as  provided  by this
      agreement.


                                       22
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      (G) Concentrations

      Approximately 35% and 83% of the Company's  revenues were derived from its
      three  largest  customers  during the year  ended  February  29,  2004 and
      February 28, 2003, respectively.

      The Company  obtains a significant  portion of its new borrowings from one
      investor  group.  During the year ended  February  29,  2004,  the Company
      borrowed  $200,000  from this investor  group.  As of February 29, 2004, a
      total of $859,715 was owed to this investor group (See Note 5).

NOTE 12 RELATED PARTY TRANSACTIONS

      The  Company  has an  employment  agreement  with its  president,  who has
      elected  to defer a portion  of his salary in support of the cash needs of
      the Company. As of February 29, 2004, and February 28, 2003, the amount of
      salary deferred was $452,000 and $309,500, respectively, which is included
      in accrued expenses.

      The Company has issued  shares to its  president for electing to defer his
      salary  67,800,000  shares  and  14,000,000  shares  for the  years  ended
      February 29, 2004 and February 28, 2003, respectively.

      The  Company  has loans  payable of  $69,442,  which is  included in loans
      payable - related parties in the accompanying  consolidated balance sheet,
      due to the Company's  president  and other related  parties as of February
      29, 2004.  During the year ended  February 29, 2004 and February 28, 2003,
      the Company  recorded  interest expense of $5,020 and $0 relating to loans
      from its  president  and other  related  parties  and  $87,248  in accrued
      interest was payable relating to these loans as of February 29, 2004 which
      is included in accrued expenses in the accompanying  consolidated  balance
      sheet.

NOTE 13 NON-CASH  INVESTING AND FINANCING  ACTIVITIES IN THE  STATEMENTS OF CASH
        FLOWS

      During the year ended February 29, 2004, the Company  converted $32,984 of
      convertible secured debentures into 58,993,857 shares of common stock.


                                       23
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      During the year ended February 29, 2004, the Company converted $186,030 of
      notes and loans payable into 111,932,700  shares of common stock, of which
      2,016,000 are to be issued.

      During the year ended February 29, 2004, the Company  converted $82,733 of
      accrued expenses into 1,184,000 shares of common stock to be issued.

      During the year ended February 28, 2003, the Company  converted $25,000 of
      notes  and loans  payable,  $19,800  of  convertible  secured  debentures,
      $25,000  of  convertible  subordinated  debentures  and  $9,741 of related
      accrued  interest  into  18,457,365  shares  of  common  stock  having  an
      aggregate fair value of $260,620.  Since the  conversions  were based upon
      negotiated  conversion prices with the debtors, the Company incurred a net
      loss on the  conversions  of  $181,078,  as the fair  market  value of the
      Company's  common stock on the date of the  conversions  was more than the
      negotiated conversion prices.

      Cash  payments for interest  expense were  immaterial  for the years ended
      February 29, 2004 and February 28, 2003.

NOTE 14 SUBSEQUENT EVENTS

      In March 2004,  the Company at various  dates issued  secured  convertible
      debentures  totaling  $100,000 to a group of investors.  These  debentures
      mature one year from the date of issuance,  bear interest at 15% per annum
      and are  convertible  into  shares of the  Company's  common  stock at the
      lesser of $ .01 or 25% of the average of the lowest three intraday trading
      prices during the twenty trading days immediately preceding conversion.

      In June 2004, the Company issued  7,300,000 shares of common stock as part
      of the  shares  owed to a third  party  that  has a  1.603%  anti-dilution
      ownership in the Company (See Note 8).

      In June 2004,  the Company issued senior  secured  convertible  redeemable
      notes  totaling  $550,000 to a group of investors.  These notes mature two
      years from the date of  issuance,  bear  interest at 15% per annum and are
      convertible  into  shares of the  Company's  common  stock at $ .01 or 50%
      discount  from the lowest bid price over the three trading days during the
      twenty days preceding conversion.

      In August 2004, a note holder agreed to forgive $115,000 of an outstanding
      amount due to the Company.

      In  September   2004,  the  Company  issued  senior  secured   convertible
      redeemable  notes totaling  $250,000 to a group of investors.  These notes
      mature one year from the date of issuance,  bear interest at 15% per annum
      and are convertible  into shares of the Company's common stock at $ .01 or
      50% discount  from the lowest bid price over the three trading days during
      the twenty days preceding conversion.


                                       24
<PAGE>

                COLLECTIBLE CONCEPTS GROUP, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF FEBRUARY 29, 2004

      On various  dates  subsequent  to February  29, 2004,  the Company  issued
      15,251,000 shares of common stock to twenty-two  investors in exchange for
      services rendered.

      On various  dates  subsequent  to February  29, 2004,  the Company  issued
      98,141,834 shares of common stock to convert $54,211 of debt.


                                       25
<PAGE>

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

         On December 18, 2002, we dismissed Withum Smith & Brown ("WS&B") as our
principal  independent  accountant.  On December 18, 2002, we engaged Weinberg &
Company, P.A. as our principal independent accountant.

         We engaged  WS&B on July 5, 2001.  During  the last  fiscal  year ended
February 28, 2001 and through  December 18,  2002,  there were no  disagreements
between  us and  WS&B on any  matter  of  accounting  principles  or  practices,
financial  statement  disclosure or auditing  scope or procedure  which,  if not
resolved to the satisfaction of WS&B would have caused WS&B to make reference to
the matter in its  reports  on our  financial  statements.  During the last most
recent fiscal year ended February 28, 2001 and through  December 18, 2002, there
were no  reportable  events  as the  term  described  in Item  304(a)(1)(iv)  of
Regulation S-B.

         During the most two recent  fiscal  years and  through the date of this
filing, we have not consulted with Weinberg & Company, P.A. regarding either:

         1.  the   application   of  accounting   principles  to  any  specified
transaction,  either  completed or proposed,  or the type of audit  opinion that
might be rendered on our financial statements,  and neither a written report was
provided  to us nor oral  advice was  provided  that  Weinberg  & Company,  P.A.
concluded was an important factor  considered by us in reaching a decision as to
the accounting, auditing or financial reporting issue; or

         2. any matter  that was either  subject of  disagreement  or event,  as
defined in Item  304(a)(1)(iv)(A)  of Regulation S-B and the related instruction
to Item 304 of Regulation S-B, or a reportable  event, as that term is explained
in Item 304(a)(1)(iv)(A) of Regulation S-B.

ITEM 8A - CONTROLS AND PROCEDURES

         a)       EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES.  As  of
                  February 29, 2004,  the  Company's  management  carried out an
                  evaluation,  under  the  supervision  of the  Company's  Chief
                  Executive  Officer  and  Principal  Financial  Officer  of the
                  effectiveness  of the design and  operation  of the  Company's
                  system of disclosure  controls and procedures  pursuant to the
                  Securities  and Exchange Act , Rule  13a-15(e)  and  15d-15(e)
                  under the Exchange Act). Based upon that evaluation, the Chief
                  Executive  Officer and Principal  Financial  Officer concluded
                  that the Company's  disclosure  controls and  procedures  were
                  effective,  as of  the  date  of  their  evaluation,  for  the
                  purposes  of  recording,  processing,  summarizing  and timely
                  reporting  material  information  required to be  disclosed in
                  reports filed by the Company under the Securities Exchange Act
                  of 1934.

         b)       CHANGES  IN  INTERNAL  CONTROLS.  There  were  no  changes  in
                  internal controls over financial reporting, known to the Chief
                  Executive Officer or Principal Financial Officer that occurred
                  during the period  covered by this report that has  materially
                  affected,  or is likely to  materially  effect,  the Company's
                  internal control over financial reporting.


<PAGE>

                                    PART III

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



NAME                       AGE              POSITION
----                       ---              --------

Paul Lipschutz             58               Chief Executive Officer and Director

Jay Lipschutz              36               Secretary

Directors  serve until the next annual  meeting and until their  successors  are
elected and  qualified.  Officers are  appointed to serve for one year until the
meeting of the board of directors  following the annual meeting of  stockholders
and until their successors have been elected and qualified.

PAUL  LIPSCHUTZ.  Mr.  Lipschutz  has been our  Chief  Executive  Officer  and a
director since 1992.  Mr.  Lipschutz is a 1967 graduate of The Wharton School of
Finance and Commerce of the University of  Pennsylvania.  Jay Lipschutz and Paul
Lipschutz are first cousins, once removed.

JAY LIPSCHUTZ.  Mr.  Lipschutz has been our Secretary  since December 2001. From
1999 until December 2001, Mr.  Lipschutz  served as our director of shipping and
receiving.  Prior to 1999, Mr.  Lipschutz served as the director of shipping and
receiving  at  Children's  Hospital  of  Philadelphia.  Jay  Lipschutz  and Paul
Lipschutz are first cousins, once removed.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based  solely  upon a  review  of  Forms  3, 4 and 5,  and  amendments  thereto,
furnished  to us during  fiscal  year  2004,  we are not aware of any  director,
officer or  beneficial  owner of more than ten percent of the  Company's  Common
Stock that,  during  fiscal year 2004,  failed to file on a timely basis reports
required by Section 16(a) of the Securities Exchange Act of 1934.

CODE OF ETHICS

         A code of ethics  relates  to  written  standards  that are  reasonably
designed to deter wrongdoing and to promote:

         (1)      Honest and ethical conduct,  including the ethical handling of
                  actual or apparent  conflicts of interest between personal and
                  professional relationships;
         (2)      Full, fair, accurate,  timely and understandable disclosure in
                  reports and  documents  that are filed with,  or submitted to,
                  the Commission and in other public  communications  made by an
                  issuer;
         (3)      Compliance  with  applicable   governmental  laws,  rules  and
                  regulations;
         (4)      The prompt internal  reporting of violations of the code to an
                  appropriate  person or persons identified in the code; and
         (5)      Accountability for adherence to the code.


<PAGE>

         We have not  adopted a  corporate  code of ethics  that  applies to our
principal executive officer,  principal financial officer,  principal accounting
officer or controller, or persons performing similar functions.

         Our decision to not adopt such a code of ethics results from our having
only a limited number of officers and directors  operating as the management for
the Company. We believe that as a result of the limited interaction which occurs
having such a small management  structure for the Company eliminates the current
need for such a code, in that violations of such a code.

ITEM 10. EXECUTIVE COMPENSATION.

The  following  table sets forth certain  compensation  paid or accrued by us to
certain of our executive officers during fiscal years
ended 2004, 2003 and 2002. Summary Compensation Table

<TABLE>
<CAPTION>

                                                                         Other
                                                           Annual      Restricted     Options       LTIP
  Name & Principal                Salary       Bonus       Compen-        Stock         SARs       Payouts      All Other
      Position          Year        ($)         ($)      sation ($)    Awards ($)      (#)(1)        ($)      Compensation
--------------------- --------- ------------ ----------- ------------ -------------- ----------- ------------ --------------
<S>                     <C>     <C>     <C>     <C>           <C>         <C>               <C>           <C>       <C>
Paul S. Lipschutz,      2004    142,750 (1)     0             0           177,000           0             0         0
CEO                     2003    142,750 (1)     0             0            28,000           0             0         0
                        2002    142,750 (1)     0             0             1,500           0             0         0
--------------------- --------- ------------ ----------- ------------ -------------- ----------- ------------ --------------
</TABLE>


(1) Mr. Lipschutz agreed to defer his salary in fiscal years 2004, 2003 and 2002
due to our financial  condition and to help us secure  financing.  Mr. Lipschutz
received an aggregate 30,588 shares of common stock as compensation for services
in fiscal year 2002,  14,000,000  in fiscal year 2003 and  67,800,000  in fiscal
year 2004.

OPTIONS

         No options were  exercised and  20,000,000  were granted  during fiscal
2004.

         There were no long-term incentive plans or rewards made in fiscal 2004.

EMPLOYMENT AGREEMENTS

         Mr. Lipschutz, our Chief Executive Officer, has an Employment Agreement
with us which became effective on January 1, 1999 and which  originally  expired
on January 1, 2004. At each  anniversary date of the Employment  Agreement,  the
Employment  Agreement will extend for another year,  unless either Mr. Lipschutz
or we give ninety days prior notice of intent not to have the Agreement renewed.
No notice was given on January 1, 2004;  therefore the Employment  Agreement has
been  extended to January 1, 2005.  No notice was given on January 1, 2005,  the
term of the Employment Agreement will be extended to January 1, 2006.

      Under the Employment  Agreement,  Mr.  Lipschutz was also granted options,
which expired as of January 1, 2004.


<PAGE>

         Mr. Lipschutz's initial base salary under the Employment  Agreement for
calendar year 1999 was $125,000. During the calendar year 2000 and for each year
thereafter, Mr. Lipschutz is entitled to an additional salary based on our gross
sales as follows:

                      Annual Revenues               Additional Salaries
                      ---------------               -------------------

               $1,000,000 to $1,999,999                     $25,000

               $2,000,000 to $2,999,999                     $50,000

               $3,000,000 to $4,999,999                     $75,000

     Each $1,000,000 increment thereafter                   $25,000

         Beginning  with calendar year 2001,  Mr.  Lipschutz's  base salary will
increase by 15% of the sum of his  previous  year's  base salary and  additional
salary under the table above for the immediately  preceding year. Mr.  Lipschutz
agree to forgo his 15% increase for calendar year ended 2004.

DIRECTORS COMPENSATION.

         Each  director  receives  50,000 shares of our common stock per quarter
for their services.


<PAGE>

         ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT.

As of March 18, 2005, there were  699,995,037  shares of common stock, par value
$0.001 outstanding. The following table sets forth certain information regarding
the beneficial ownership of our common stock as of March 18,2005:

         -        all directors

         -        each person who is known by us to be the  beneficial  owner of
                  more than five percent (5%) of the outstanding common stock

         -        each executive officer named in the Summary Compensation Table

         -        all directors and executive officers as a group

The number of shares beneficially owned by each director or executive officer is
determined  under  rules  of the SEC,  and the  information  is not  necessarily
indicative of beneficial  ownership for any other purpose.  Under the SEC rules,
beneficial ownership includes any shares as to which the individual has the sole
or shared voting power or investment  power. In addition,  beneficial  ownership
includes any shares that the individual has the right to acquire within 60 days.
Unless  otherwise  indicated,  each person listed below has sole  investment and
voting  power  (or  shares  such  powers  with his or her  spouse).  In  certain
instances,  the number of shares  listed  includes  (in addition to shares owned
directly), shares held by the spouse or children of the person, or by a trust or
estate of which the  person is a trustee or an  executor  or in which the person
may have a beneficial interest.



Title of Class    Name and Address                 Amount of        Percent of
                  of Beneficial Owner              Beneficial         Class
                                                   Ownership           (1)

Common Stock      Paul S. Lipschutz                82,165,081 (2)     17.2%
                  1600 Lower State Road
                  Doylestown, PA 18901

Common Stock      Jay Lipschutz                       939,641            *
                  1600 Lower State Road
                  Doylestown, PA 18901

Common Stock      Shares of all directors and      83,104,722 (2)     17.4%
                  executive officers as a
                  group (2 persons)

Common Stock      Kenneth Adelberg                 43,250,000     10.2%
                  609 Longchamps Drive
                  Devon, PA 19333

Common Stock      Richard and Elizabeth Elmore     66,666,700         15.8%
                  1600 Lower State Road
                  Doylestown, PA 18901

* Represents less than 1%

(1) Based on 699,995,037 shares of common stock currently outstanding.


<PAGE>

(2) Include 3,500,000 shares owned by Paul Lipschutz's wife,  Marilyn Lonker, as
to which Mr. Lipschutz disclaims beneficial ownership. Includes 375 shares owned
by the estate of Harvey Benson, of which Mr. Lipschutz serves as Executor.

STOCK OPTION PLANS

         None.


<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         Beginning  in fiscal  year 1996,  Mr.  Lipschutz,  our Chief  Executive
Officer,  made  various  loans  to us  to  assist  with  meeting  our  important
expenditures.

         At February 29, 2004, the principal amount of Mr.  Lipschutz's loan had
increased to $46,170  through net  borrowings.  The loan  accumulated  $5,040 in
interest  during fiscal year 2004,  and the loan had total  accrued  interest of
$87,248 at February  29,  2004.  The total  amount owed to Mr.  Lipschutz,  with
interest and principal on the loan, at February 29, 2004 was $133,418.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

We did not file any  reports on Form 8-K  during  our  fourth  quarter of fiscal
2004.

EXHIBITS

3.1  Certificate  of  Incorporation  of the Company  filed as Exhibit 3.1 to the
registration  statement on Form 10-SB filed with the  Commission on May 24, 2000
and incorporated herein by reference.

3.2 Amendment to Certificate of Incorporation of the Company,  changing the name
of the Company from Amour Corporation to Bard Sports Corp., filed as Exhibit 3.1
to the registration statement on Form 10-SB filed with the Commission on May 24,
2000 and incorporated herein by reference.

3.3 Amendment to Certificate of Incorporation of the Company,  changing the name
of the Company from Bard Sports Corp. to USA Sports Group,  Inc. and  increasing
the authorized common stock, filed as Exhibit 3.1 to the registration  statement
on Form 10-SB filed with the Commission on May 24, 2000 and incorporated  herein
by reference.

3.4 Amendment to Certificate of Incorporation of the Company,  changing the name
of the Company from USA Sports Group,  Inc. to Collectible  Concepts Group, Inc.
and  increasing  the  authorized  common  stock,  filed  as  Exhibit  3.1 to the
registration  statement on Form 10-SB filed with the  Commission on May 24, 2000
and incorporated herein by reference.

3.5 By-Laws of the Company,  filed as Exhibit 3.2 to the registration  statement
on Form 10-SB filed with the Commission on May 24, 2000 and incorporated  herein
by reference.

4.1 Form of  debenture,  filed as Exhibit 4.1 to the  registration  statement on
Form 10-SB filed with the Commission on May 24, 2000 and incorporated  herein by
reference.

4.2  Form  of  debenture  issued  April  2000,  filed  as  Exhibit  4.2  to  the
registration  statement on Form 10-SB filed with the  Commission on May 24, 2000
and incorporated herein by reference.

4.3 Form of Stock  Purchase  Warrant,  filed as Exhibit 4.3 to the  registration
statement  on  Form  10-SB  filed  with  the  Commission  on May  24,  2000  and
incorporated herein by reference.

4.4  Form  of  Registration  Rights  Agreement,  filed  as  Exhibit  4.4  to the
registration  statement on Form 10-SB filed with the  Commission on May 24, 2000
and incorporated herein by reference.


<PAGE>

4.5 Secured Convertible  Debenture with New Millennium Capital Partners II, LLC,
AJW Partners,  LLC and  Equilibrium  Equity,  LLC, filed as Exhibit 10.11 to the
registration statement on Form 10-SB/A filed with the Commission on September 7,
2000 and incorporated herein by reference.

4.6 Security Agreement by and among the Company, New Millennium Capital Partners
II, LLC, AJW Partners,  LLC and Equilibrium  Equity, LLC, filed as Exhibit 10.12
to the  registration  statement on Form  10-SB/A  filed with the  Commission  on
September 7, 2000 and incorporated herein by reference.

10.1  Paul  Lipschutz  employment  agreement,  filed  as  Exhibit  10.1  to  the
registration  statement on Form 10-SB filed with the  Commission on May 24, 2000
and incorporated herein by reference.

10.2 License and Marketing  Agreement  between the Company and Building Q, filed
as Exhibit  10.2 to the  registration  statement  on Form  10-SB  filed with the
Commission on May 24, 2000 and incorporated herein by reference.

10.3 Merchandising Agreement between the Company and New Line Productions, Inc.,
filed as Exhibit 10.3 to the registration statement on Form 10-SB filed with the
Commission on May 24, 2000 and incorporated herein by reference.

10.4  Royalty  Agreement  between the Company  and Galena  Industries,  filed as
Exhibit  10.4  to the  registration  statement  on Form  10-SB  filed  with  the
Commission on May 24, 2000 and incorporated herein by reference.

10.5 License Agreement between the Company and Creative  Licensing  Corporation,
filed as Exhibit 10.5 to the registration statement on Form 10-SB filed with the
Commission on May 24, 2000 and incorporated herein by reference.

10.6 License  Agreement between the Company and Canal+ DA, filed as Exhibit 10.6
to the registration statement on Form 10-SB filed with the Commission on May 24,
2000 and incorporated herein by reference.

10.7 Financial Consulting Agreement between the Company and NIR Group, LLC filed
as Exhibit  10.7 to the  registration  statement  on Form  10-SB  filed with the
Commission on May 24, 2000 and incorporated herein by reference.

10.8 License Agreement between the Company and Marvel Characters, Inc., filed as
Exhibit  10.8  to the  registration  statement  on Form  10-SB  filed  with  the
Commission on May 24, 2000 and incorporated herein by reference.

10.9 Lease for 1600 Lower State Road,  filed as Exhibit 10.9 to the registration
statement  on  Form  10-SB  filed  with  the  Commission  on May  24,  2000  and
incorporated herein by reference..

10.10 Agreement by and among the Company, Verne Troyer and TC Ventures, filed as
Exhibit  10.10  to the  registration  statement  on Form  10-SB  filed  with the
Commission on May 24, 2000 and incorporated herein by reference.

10.11  Separation  Agreement  between  the Company  and S.D.  Studios,  filed as
Exhibit  10.13 to the  registration  statement  on Form  10-SB/A  filed with the
Commission on September 7, 2000 and incorporated herein by reference.


<PAGE>

31.1     Certification  by Chief Executive  Officer  pursuant to  Sarbanes-Oxley
         Section 302.

31.2     Certification  by Chief Financial  Officer  pursuant to  Sarbanes-Oxley
         Section 302.

32.1     Certification by Chief Executive Officer pursuant to 18 U.S. C. Section
         1350.

32.2     Certification by Chief Financial Officer pursuant to 18 U.S. C. Section
         1350.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

         Audit Fees. The aggregate fees billed by our auditors, for professional
services rendered for the audit of the Company's annual financial statements for
the years ended  February 29, 2004 and February 28, 2003, and for the reviews of
the financial  statements  included in the Company's  Quarterly  Reports on Form
10-QSB during those fiscal years were $133,345, and $102,372, respectively.

         Tax Fees.  Weinberg & Company,  P.A.  did not bill the  Company for tax
related work during fiscal 2004 or 2003.

         All Other Fees.  Weinberg & Company,  P.A. did not bill the Company for
any other services during fiscal fiscal 2004 or 2003.

         The  Board  of  Directors  has  considered  whether  the  provision  of
non-audit  services is compatible with  maintaining  the principal  accountant's
independence.

<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                       Collectible Concepts Group, Inc., a Delaware Corporation




Dated March 23, 2005                       By: /s/ Paul Lipschutz
                                              ----------------------------------
                                                    Paul Lipschutz
                                                    Chief Executive Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dates indicated.

SIGNATURE                           TITLE                         DATE


/s/ Paul Lipschutz               Chief Executive Officer        March 23, 2005
-------------------------        and Director
Paul Lipschutz

/s/ Jay Lipschutz                Director                       March 23, 2005
-------------------------
Jay Lipschutz