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SEC Company Response from COLLECTIBLE CONCEPTS GROUP INC (CIK 0001106946) — Dec 16, 2005

COLLECTIBLE CONCEPTS GROUP INC (CIK 0001106946)
Date: Dec. 16, 2005 · CIK: 0001106946 · Accession: 0001144204-05-040042

AI Filing Summary & Sentiment

File numbers found in text: 000-30703

Referenced dates: November 17, 2005, September 14, 2005, September 14, 2005

Date
December 16, 2005
Author
Chief Executive Officer
Form
CORRESP
Company
COLLECTIBLE CONCEPTS GROUP INC (CIK 0001106946)

Letter

Re: Collectible Concepts Group, Inc. Form 10-KSB/A for the Fiscal Year Ended February 28, 2005 Form 10-QSB/A for the Fiscal Quarter Ended May 31, 2005 Form 10-QSB for the Fiscal Quarter Ended August 31, 2005 Amendment No. 1 to Schedule 14C filed October 20, 2005 File No. 000-30703

Collectible Concepts Group, Inc. 1600 Lower State Road Doylestown, Pennsylvania 18901

==============================================================

December 16, 2005

VIA EDGAR AND FEDERAL EXPRESS -----------------------------

Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549

Attn: H. Christopher Owings, Assistant Director Division of Corporation Finance

Ellie Quarles, Esq. Scott Anderegg, Esq.

Ladies and Gentlemen:

The following responses address the comments of the reviewing Staff of the Commission as set forth in a comment letter dated November 17, 2005 (the "Comment Letter") relating to the amended Preliminary Information Statement on Schedule 14C (the "Information Statement"), the amended annual report on Form 10-KSB/A for the fiscal year ended February 28, 2005 (the "Form 10-KSB"), the amended quarterly report on Form 10-QSB/A for the fiscal quarter ended May 31, 2005 (the "May Form 10-QSB") and the quarterly report on Form 10-QSB for the fiscal quarter ended August 31, 2005 (the "August Form 10-QSB")of Collectible Concepts Group, Inc. (the "Company"). The answers set forth herein refer to each of the Staffs' comments by number.

We are filing herewith Amendment No. 3 to the Company's Information Statement, Amendment No. 2 to the Company's Form 10-KSB, Amendment No. 2 to the Company's May Form 10-QSB and Amendment No. 1 to the Company's August Form 10-QSB.

<PAGE> Securities and Exchange Commission December 16, 2005 Page 2 of 4

Form 10-KSB/A for the Fiscal Year Ended February 28, 2005 ---------------------------------------------------------

Management's Discussion and Analysis or Plan of Operation, page 9 -----------------------------------------------------------------

1. We note your response to comment 7 in our letter dated September 14, 2005. However, it does not appear that you have made the revised disclosure concerning the party to whom you sold a 2.5% interest to your future revenues from the NFL, NBA and possible MLB licenses. We reissue our prior comment 7.

Response --------

Due to a ministerial error, the change was not made in the Edgarized version. We have revised our disclosure, as previously disclosed to you, to indicate that we sold the 2.5% interest to Alizay Consultant Limited.

Exhibits, page 33 -----------------

2. Please revise your exhibit index to include all the agreements that you have filed in response to our comments, including exhibits 10.9, 10.10, 10.11 and 10.12.

Response --------

We have revised our exhibit index to include all of the agreements that we have filed in response to your previous comments, including updating such disclosure to indicate that we are incorporating such filed exhibits by reference.

Form 10-QSB/A for the Fiscal Quarter Ended May 31, 2005 -------------------------------------------------------

Controls and Procedures, page 24 --------------------------------

3. We note your response to comment 16 in our letter dated September 14, 2005. We reissue our previous comment 16. Please update your discussion to disclose your progress in correcting your material deficiencies and weaknesses and when you anticipate that they will be corrected. You can not incorporate by reference this disclosure from your 10-KSB.

Response --------

We have revised our disclosure to provide for a discussion of the material deficiencies and weaknesses and what steps have been taken to correct them. In addition, we have disclosed that we anticipate that they will be corrected by the end of our quarter ended November 30, 2005. However, since we are still in the process of coordinating our review and preparation of the financials in connection with the quarterly report, which is not due until January 14, 2006, we cannot determine at this time if such changes made have corrected our material deficiencies and weaknesses. In our quarterly report for the quarter ended November 30, 2005, we will fully address whether such changes in controls and procedures were effective, and if not, what material deficiencies and/or weaknesses still exist and what further controls and procedures will be implemented and when we expect them to be effective.

<PAGE>

Securities and Exchange Commission December 16, 2005 Page 3 of 4

Part II -------

Exhibits 31.1 and 31.2 ----------------------

4. Please delete the title of the officer from each certification. The exhibit should simply state the officer's name and not state the officer's title. Please revise the certifications included with your August 31, 2005 10-QSB.

Response --------

We have deleted the title of the officer from each certification under 31.1 and 31.2 for our annual report on Form 10-KSB/A for the fiscal year ended February 28, 2005 and the quarterly reports on Form 10-QSB/A for the fiscal quarters ended May 31, 2005 and August 31, 2005.

Form 10-QSB for the Fiscal Quarter Ended August 31, 2005 --------------------------------------------------------

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 23 --------------------------------------------------------------------------------

Liquidity and Capital Resources, page 25 ----------------------------------------

5. We note your response to comment 10 in our letter dated September 14, 2005. Please discuss any known trends, events or uncertainties that have or are reasonably likely to have a material impact on your short-term or long-term liquidity. In that regard, we note that you are currently in default on your indebtedness and that certain debt holders have security interests in your assets. Please discuss the likelihood that you may file for bankruptcy protection.

Response --------

We have revised our disclosure to indicate that, "These events of default, taken as a whole, are reasonably likely to have a material impact on our short-term and long-term liquidity. The investors have been willing in the past to provide us with capital as needed to sustain our day-to-day operations and to forego enforcing default provisions, however, no assurance can be given that they will provide such capital in the future or continue to forego enforcing default provisions, which they are under no obligation to do so. In the event that we need additional capital in the future for our day-to-day operations, and the investors do not provide such funds, we will have to seek capital from new investors. As a result of these events of default and that all of our assets are secured by the current investors, it is highly unlikely that we would be able to obtain additional capital from other investors. If we are unable to obtain additional capital, we would likely be required to curtail or cease our operations. As all of our assets are secured by our existing lendors, of which we are currently in default, we do not anticipate filing for bankruptcy protection, as all of our assets would be transferred to our lendors pursuant to our existing security agreements."

<PAGE>

Securities and Exchange Commission December 16, 2005 Page 4 of 4

Schedule 14C ------------

6. We note your response to comment 20 in our letter dated September 14, 2005. While we note that you have filed the stock plan as an exhibit, you must comply with the first sentence of previous comment 20. Please revise.

Response --------

We have revised our disclosure to provide all of the information required by Item 1 of Schedule 14C and Item 10 of Schedule 14A

We trust that the foregoing appropriately addresses the issues raised by your recent Letter of Comment. Thank you in advance for your prompt review and assistance.

Very truly yours,
/s/ PAUL S. LIPSCHUTZ
---------------------
Paul S. Lipschutz
Chief Executive Officer

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                        Collectible Concepts Group, Inc.
                              1600 Lower State Road
                         Doylestown, Pennsylvania 18901

         ==============================================================

December 16, 2005

VIA EDGAR AND FEDERAL EXPRESS
-----------------------------

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549

         Attn:    H. Christopher Owings, Assistant Director
                  Division of Corporation Finance

                  Ellie Quarles, Esq.
                  Scott Anderegg, Esq.

         Re:      Collectible Concepts Group, Inc.
                  Form 10-KSB/A for the Fiscal Year Ended February 28, 2005
                  Form 10-QSB/A for the Fiscal Quarter Ended May 31, 2005
                  Form 10-QSB for the Fiscal Quarter Ended August 31, 2005
                  Amendment No. 1 to Schedule 14C filed October 20, 2005
                  File No. 000-30703

Ladies and Gentlemen:

      The following responses address the comments of the reviewing Staff of the
Commission  as set  forth in a  comment  letter  dated  November  17,  2005 (the
"Comment Letter") relating to the amended Preliminary  Information  Statement on
Schedule 14C (the  "Information  Statement"),  the amended annual report on Form
10-KSB/A for the fiscal year ended  February 28, 2005 (the "Form  10-KSB"),  the
amended  quarterly  report on Form 10-QSB/A for the fiscal quarter ended May 31,
2005 (the "May Form  10-QSB")  and the  quarterly  report on Form 10-QSB for the
fiscal  quarter ended August 31, 2005 (the "August Form  10-QSB")of  Collectible
Concepts Group, Inc. (the "Company"). The answers set forth herein refer to each
of the Staffs' comments by number.

      We are  filing  herewith  Amendment  No.  3 to the  Company's  Information
Statement,  Amendment No. 2 to the Company's Form 10-KSB, Amendment No. 2 to the
Company's  May Form  10-QSB and  Amendment  No. 1 to the  Company's  August Form
10-QSB.

<PAGE>
Securities and Exchange Commission
December 16, 2005
Page 2 of 4

Form 10-KSB/A for the Fiscal Year Ended February 28, 2005
---------------------------------------------------------

Management's Discussion and Analysis or Plan of Operation, page 9
-----------------------------------------------------------------

1.    We note your response to comment 7 in our letter dated September 14, 2005.
      However,  it does not  appear  that you have made the  revised  disclosure
      concerning  the  party  to whom you sold a 2.5%  interest  to your  future
      revenues from the NFL, NBA and possible MLB licenses. We reissue our prior
      comment 7.

      Response
      --------

      Due to a  ministerial  error,  the  change  was not made in the  Edgarized
      version. We have revised our disclosure,  as previously  disclosed to you,
      to indicate that we sold the 2.5% interest to Alizay Consultant Limited.

Exhibits, page 33
-----------------

2.    Please  revise your exhibit index to include all the  agreements  that you
      have filed in response to our comments,  including  exhibits 10.9,  10.10,
      10.11 and 10.12.

      Response
      --------

      We have revised our exhibit index to include all of the agreements that we
      have filed in response to your previous comments,  including updating such
      disclosure to indicate that we are  incorporating  such filed  exhibits by
      reference.

Form 10-QSB/A for the Fiscal Quarter Ended May 31, 2005
-------------------------------------------------------

Controls and Procedures, page 24
--------------------------------

3.    We note your  response  to comment 16 in our letter  dated  September  14,
      2005. We reissue our previous comment 16. Please update your discussion to
      disclose  your  progress in  correcting  your  material  deficiencies  and
      weaknesses  and when you anticipate  that they will be corrected.  You can
      not incorporate by reference this disclosure from your 10-KSB.

      Response
      --------

      We have revised our disclosure to provide for a discussion of the material
      deficiencies  and  weaknesses  and what  steps  have been taken to correct
      them. In addition,  we have disclosed that we anticipate that they will be
      corrected by the end of our quarter  ended  November  30,  2005.  However,
      since  we  are  still  in the  process  of  coordinating  our  review  and
      preparation  of the  financials in connection  with the quarterly  report,
      which is not due until January 14, 2006, we cannot  determine at this time
      if  such  changes  made  have  corrected  our  material  deficiencies  and
      weaknesses.  In our quarterly  report for the quarter  ended  November 30,
      2005,  we  will  fully  address  whether  such  changes  in  controls  and
      procedures were effective,  and if not, what material  deficiencies and/or
      weaknesses  still exist and what further  controls and procedures  will be
      implemented and when we expect them to be effective.

<PAGE>

Securities and Exchange Commission
December 16, 2005
Page 3 of 4

Part II
-------

Exhibits 31.1 and 31.2
----------------------

4.    Please  delete  the  title of the  officer  from each  certification.  The
      exhibit should simply state the officer's name and not state the officer's
      title. Please revise the certifications included with your August 31, 2005
      10-QSB.

      Response
      --------

      We have  deleted the title of the officer  from each  certification  under
      31.1 and 31.2 for our annual  report on Form  10-KSB/A for the fiscal year
      ended February 28, 2005 and the quarterly reports on Form 10-QSB/A for the
      fiscal quarters ended May 31, 2005 and August 31, 2005.

Form 10-QSB for the Fiscal Quarter Ended August 31, 2005
--------------------------------------------------------

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations, page 23
--------------------------------------------------------------------------------

Liquidity and Capital Resources, page 25
----------------------------------------

5.    We note your  response  to comment 10 in our letter  dated  September  14,
      2005. Please discuss any known trends,  events or uncertainties  that have
      or are reasonably  likely to have a material  impact on your short-term or
      long-term  liquidity.  In that regard,  we note that you are  currently in
      default on your  indebtedness  and that certain debt holders have security
      interests in your assets.  Please discuss the likelihood that you may file
      for bankruptcy protection.

      Response
      --------

      We have revised our disclosure to indicate that, "These events of default,
      taken as a whole,  are reasonably  likely to have a material impact on our
      short-term and long-term liquidity. The investors have been willing in the
      past to  provide  us with  capital  as needed to  sustain  our  day-to-day
      operations  and  to  forego  enforcing  default  provisions,  however,  no
      assurance  can be given that they will  provide such capital in the future
      or continue to forego enforcing default  provisions,  which they are under
      no  obligation to do so. In the event that we need  additional  capital in
      the future for our day-to-day operations, and the investors do not provide
      such funds,  we will have to seek capital from new investors.  As a result
      of these  events of default  and that all of our assets are secured by the
      current  investors,  it is highly unlikely that we would be able to obtain
      additional  capital  from  other  investors.  If we are  unable  to obtain
      additional  capital,  we would  likely be required to curtail or cease our
      operations.  As all of our assets are secured by our existing lendors,  of
      which  we are  currently  in  default,  we do not  anticipate  filing  for
      bankruptcy  protection,  as all of our assets would be  transferred to our
      lendors pursuant to our existing security agreements."

<PAGE>

Securities and Exchange Commission
December 16, 2005
Page 4 of 4

Schedule 14C
------------

6.    We note your  response  to comment 20 in our letter  dated  September  14,
      2005. While we note that you have filed the stock plan as an exhibit,  you
      must comply with the first sentence of previous comment 20. Please revise.

      Response
      --------

      We have revised our disclosure to provide all of the information  required
      by Item 1 of Schedule 14C and Item 10 of Schedule 14A

      We trust that the foregoing  appropriately  addresses the issues raised by
your recent  Letter of Comment.  Thank you in advance for your prompt review and
assistance.

                                                     Very truly yours,

                                                     /s/ PAUL S. LIPSCHUTZ
                                                     ---------------------
                                                     Paul S. Lipschutz
                                                     Chief Executive Officer

</TEXT>
</DOCUMENT>