MULTIMEDIA CONCEPTS INTERNATIONAL INC, 10KSB, 1998-02-12

MULTIMEDIA CONCEPTS INTERNATIONAL INC
10KSB, 1998-02-12
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR

Previous: DEUTSCHE BANK AG\, SC 13D, 1998-02-12

Next: PEPSI COLA PUERTO RICO BOTTLING CO, 10-Q, 1998-02-12

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB
(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number O-26676

MULTIMEDIA CONCEPTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

Delaware 13-3835325
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)

448 West 16th Street
New York, New York 10011
------------------- -----
(Address of principal executive offices) (Zip Code)

(212) 675-6666
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of
the Act:

Title of each class Name of each exchange on which registered
NONE

Securities registered pursuant to Section 12(g) of the Act: Common Stock,
$.001 par value (Title of Class)

Common Stock Purchase Warrants
(Title of Class)

Check whether the Issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

Check if no disclosure of delinquent filers in response 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 [ ].

The Registrant's revenues for its fiscal year ended September 30, 1997 were
$2,054,792.

The aggregate market value of the voting stock on September 30, 1998
(consisting of Common Stock, par value $.01 per share) held by non-affiliates
was approximately $833,000 based upon the closing price ($0.50), for such Common
Stock on September 24, 1997 (the last day prior to September 30, 1997 in which
the stock traded), as reported by a market maker. On such date, there were
3,005,000 shares of Registrant's Common Stock outstanding.

<PAGE>
PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

Multimedia Concepts International, Inc. (the "Company") is a Delaware
corporation which was organized in June 1994 under the name U.S. Food
Corporation. The Company changed its name to American Eagle Holdings Corporation
in April 1995 and then to its present name in June 1995. The Company was
initially formed as a holding company for the purpose of forming an integrated
clothing design, manufacturing and distribution operation. In June 1994 the
Company acquired 55% of the outstanding shares of common stock of American Eagle
Industries Corp. ("American Eagle"), which acquired 100% of the outstanding
shares of Match II, Inc. ("Match II"). In June 1995 the Company acquired 34% of
the outstanding shares of common stock of Multi Media Publishing, Inc. ("MMP").

In January 1997 the Company, through vote of its stockholders, voted to
cease funding the operations of the subsidiaries, American Eagle, Match II, and
MMP. At such time the Company formed a new subsidiary named U.S. Apparel Corp.
("USAC") to commence operations as a designer and manufacturer of similar
product lines of its prior subsidiaries. Unless the context otherwise requires,
all references to the "Company" prior to January 1997 include American Eagle and
its wholly owned subsidiary, Match II. All references to the "Company" after
January 1997 include only its wholly owned subsidiary, USAC.

Recent Developments

On January 20, 1998, U.S. Stores Corp. ("U.S. Stores"), a company which was
incorporated on November 10, 1997 acquired 1,465,000 shares of the Company's
Common Stock. After this transaction, U.S. Stores held an aggregate of 1,868,000
shares of the Company's Common Stock or 62.2% of the outstanding shares,
effectively making the Company a subsidiary of U.S. Stores.

On January 2, 1998, the Company was issued 3,571,429 shares of common stock
of United Textiles and Toys Corp. ("UTTC"), a company of which Ilan Arbel is
President, Chief Executive Officer, and a Director, at a price of $.28 per share
($.01 above the closing price on December 31, 1997) as payment for $1,000,000
loaned by the Company to UTTC. As a result of the transaction, the Company owns
78.5% of the outstanding shares of common stock of UTTC, effectively making UTTC
a subsidiary of the Company. Because UTTC owns 61% of the outstanding shares of
common stock of Play Co. Toys & Entertainment Corp. ("Play Co."), thus the
Company and its management obtained beneficial voting control of Play Co.

In April 1997, Alan Berkun, a Director of the Company since June 1995,
tendered his resignation as a member of the Board of Directors. To date, his
vacancy has not been filled.

<PAGE>
In February 1997, the Company formed a wholly-owned subsidiary, USAC, a
New York corporation, to design and manufacture a line of private label cotton
"T-shirts" and "polo" type tops predominantly for men. The business of U.S.
Apparel Corp., is similar to the business previously engaged in by American
Eagle and Match II. The Company as 55% stockholder and sole financing arm of
American Eagle terminated its relationship with American Eagle due to continued
losses. To this end, USAC has received its own vendor number from K-Mart, its
principal customer.

On December 23, 1996, the Company held a special meeting of its
stockholders and authorized the Company to (i) sell or dispose of its shares of
common stock of American Eagle Industries Corp. or effect the dissolution
thereof and (ii) authorize the Company to sell or dispose of its shares of
common stock of Multi Media Publishing, Inc. At the meeting the stockholders
approved the two proposals by a vote of 1,659,150 and 1,659,450, respectively,
voting for the proposals, 3,400 and 1,200, respectively voting against the
proposals and 4,500 and 6,400, respectively, abstaining. See Item 4 "Submission
of Matters to a Vote of Security Holders."

In December 1996, in accordance with the vote of its stockholders, the
Company terminated its financing and business relationships with American Eagle,
Match II, and MMP.

Acquisitions

American Eagle Industries Corp.

American Eagle was formed in June 1994 by Ilan Arbel, Europe American
Capital Corp. ("EACC"), Carolyn Seymour Jones, Dorothy Zimmerman, Neil Benaderat
and Anita Friedman, at which time 200,000 shares of its common stock were issued
at $.01 per share. EACC purchased 110,000 shares or 55% percent of American
Eagle's common stock. EACC contributed these shares to the capital of the
Company in June 1994. Yair Arbel, a director of the Company, is an officer,
director and the sole stockholder of EACC. American Eagle ceased operations in
January 1997.

Match II, Inc.

Match II was formed by Transatlantic Commerce Corp. ("TACC") in
February 1993 at which time TACC purchased 100 shares of Match II common stock,
which constituted 100% of its outstanding shares. In June 1994, American Eagle
acquired the shares owned by TACC, as a contribution to capital. Yair Arbel, a
director of the Company is the sole stockholder of TACC. Ilan Arbel is an
officer and director of TACC. Match II ceased operations in January 1997.

Multi Media Publishing, Inc.

MMP was formed in July 1994 by its founders TACC, Bert Spilker, M.D.,
Howard I. Wertheim, D.M.D., and Lampert & Lampert, former counsel to the
Company, with TACC owning 34% of the outstanding shares and each of Messrs.
Spilker and Werthheim and affiliates of Lampert & Lampert owning 22% of the
outstanding shares. TACC donated the shares of

<PAGE>
MMP owned by it as a contribution to the capital to the Company in June 1995.
MMP has ceased operations. The Company invested $285,000 in MMP of which at
September 30, 1996 the total amount owed was $120,000. The Company has ceased
the financing of this company's activities.

United Textiles & Toys Corp.

In January 1998, UTTC issued 3,571,429 shares of its common stock to the Company
in full repayment of certain loans (aggregating $1,000,000) previously made by
the Company to UTTC. This conversion of debt to equity was performed at a price
of $.28 per share, $.01 above the closing price on December 31, 1997. As a
result of the transaction, the Company acquired 78.5% ownership of UTTC. See
"Recent Developments."

United Textiles & Toys Corp. (formerly Mister Jay Fashions International,
Inc.) is a Delaware corporation which was organized in March 1991 and which
commenced operations in October 1991. The Company designs, manufacturers, and
markets a variety of lower priced women's dresses, gowns, and separates
(blouses, camisoles, jackets, skirts, and pants) for special occasions and
formal events.

The Company markets its products under its Mister Jay Fashions
International, Lady Helene, Mister Jay Separates, and Junior for Mister Jay
labels. The Company sells its products in the United States primarily through
specialty retail clothing stores and, to a lesser extent, to department stores.
Most of the Company's products are purchased by women for weddings, parties,
dances, and other events requiring formal attire.

Play Co. Toys & Entertainment Corp.

Play Co. was founded in 1974, at which time it operated one store under the
name Play Co. Toys in Escondido, California. Play Co. now operates nineteen
stores throughout Southern California in Los Angeles, Orange, San Bernardino,
San Diego, Riverside, and Ventura Counties; and one in Tempe, Arizona. Prior to
its corporate restructuring in 1996 and its acquisition of Toys International
("Toys") in January 1997, Play Co., which was a retailer of children's and adult
toys, games, and hobby products, operated stores which averaged approximately
10,000 square feet in size and were located in highly trafficked strip shopping
centers. These stores ("Play Co. Originals") sell traditional and promotional
toys.

In the beginning of 1996, Play Co. redefined its corporate goals and
philosophy, changing its focus from the sale of solely promotional and
traditional toys to the sale of educational, new electronic interactive, and
specialty and collectible toys and items. In light of its new focus, during
1997, Play Co. redesigned four of its Play Co. Originals, opened a flagship
store in Santa Clarita and a store in Clairemont, and acquired three Toys
stores. In conformance with its new goals, Play Co.'s new stores ("the
Contemporaries") are smaller (3,500 to 5,200 square feet in size) and operate in
"exclusive" highly trafficked malls rather than in strip shopping centers. Play
Co.'s Toys stores and Contemporaries are expected to produce improved gross
profits since, in addition to carrying their historical inventory of lower
margin promotional toys, they shall sell educational and electronic interactive
games and toys, specialty products, and collector's toys,

<PAGE>
which generally carry higher gross margins.

Play Co. proposes to redesign several Play Co. Originals into
Contemporaries and open an additional five locations by the end of fiscal 1999.
Play Co. expects to have twenty-five locations by the end of fiscal 1999. In
order to continue to adjust to consumer preferences, Play Co. shall take a
proactive approach by continuously reviewing each individual store's sales
history and prospects on an individual basis to decide on the appropriate
product mix.

U.S. Apparel Corp.

Business Strategy

The Company's strategy vis a vis USAC is to focus on the design,
manufacture and sale of both private-label and brand name knit tops for men. The
Company is of the belief that sales through department stores offer it the best
market for its USAC lines. The Company further believes that off-shore
manufacturing of its garments in Honduras currently offers it the most
cost-effective means of manufacturing its garments. Notwithstanding the
foregoing, the Company may in the future manufacture its garments domestically
or in other jurisdictions abroad if it becomes cost-effective.

Design, Manufacturing, and Shipping

USAC currently designs and manufactures a line of private label knit
cotton tops predominantly for men, consisting of T-shirts and polo shirts.
USAC's garments consist of original designs and modifications and copies of
existing designs. In designing USAC's garments, USAC first creates the pattern
of the new garment and sews samples of the new garments, which are then
delivered to the Company's sales personnel for introduction to the Company's
existing customers and the trade. The Company is continually seeking to design
and market new products.

USAC purchases approximately 50% of its fabric, or piece goods, from
suppliers located in South America and approximately 50% of its piece goods from
suppliers in the United States. The piece goods purchased in both South America
and the United States are shipped to Honduras, where they are dyed, cut and
assembled by subcontractors and then shipped to and warehoused in Florida
pending delivery to USAC's customers. The goods are then shipped to customers by
air or truck common carriers, depending upon customers' needs with respect to
cost and time considerations, although all goods purchased by K-Mart are picked
up by K-Mart's carriers at USAC's public warehouse in Florida.

Supplies and Inventory

USAC purchases its fabrics from both the United States and South America.
Most of USAC's non-fabric sub-materials (zippers, buttons, and trimmings) are
purchased from New York City-based manufacturers and suppliers. USAC generally
pays for fabrics and non-fabric sub-materials upon receipt. As is customary in
the industry, USAC does not have long-term formal arrangements with any of its
suppliers and purchases its supplies based upon specific

<PAGE>
design and order requirements. USAC has not experienced difficulty in satisfying
their fabric and non-fabric requirements and considers their sources of supply
adequate. USAC's inventory of garments varies depending upon its backlog of
purchase orders and its financial position.

Quality Control

USAC conducts limited quality control in Honduras to ensure that
finished goods meet USAC's standards. The quality control person inspects
samples of garments on a random basis to ensure compliance with USAC's
specifications.

Marketing and Sales

Most of USAC's private label garments are sold through major department
stores in the United States such as K-Mart and J.C. Penny Department Stores.
Sales to K-Mart accounted for approximately 95% and 85% of the Company's
revenues for the years ended September 30, 1996 and 1997, respectively. USAC
bills its clients on a net 30-day basis. There is a lag time between the time
the raw materials are purchased, the final products are produced and shipped and
receipt of payment is received. Late or non-payment could cause material adverse
effects on the Company's cash flow and operations, especially since a large
portion of the USAC's sales are to one customer.

USAC does not sell on consignment and do not accept return of products
other than imperfect goods or goods shipped in error. Imperfect goods are
generally replaced with new, conforming goods.

USAC believes that a key feature of its business is its ability to
design, manufacture and sell low cost garments which are similar in style and
appearance to more expensive garments.

Work in Progress; Backlog

A significant portion of USAC's sales are generated from short term
purchase orders from customers who place orders on an as-needed basis. USAC
typically manufactures its products upon receipt of orders from its customers
and delivers goods within four weeks of receipt of an order. USAC generally
manufactures approximately 10% more goods than is ordered by customers in
anticipation of reorders from customers. Information relative to open purchase
orders at any date may be materially affected by, among other things, the timing
of recording of orders and shipments. Accordingly, the Company does not believe
that the amount of its unfilled orders at any time is meaningful. As September
30, 1997, USAC had approximately $102,000 worth of unfilled purchase orders with
respect to orders received from K-Mart.

Financing

The Company bills its client's on a net 30-day basis. There is a lag
time between the time the raw materials are purchased, the final products are
produced and shipped and receipt of payment is received. Although it is
customary in the garment industry to finance receivables through "factoring"
(i.e., financing secured by accounts receivable of the borrower's customers),
the Company does not normally factor any of its receivables. Although the
Company has no present intention to do so, it may rely on factoring to finance
future

<PAGE>
operations.

Competition

There is intense competition in the apparel industry in which the
Company participates. USAC designs, manufactures and markets a line of T-shirts
and polo shirts to large department stores. The Company competes with many other
manufacturers in this market, many of which are larger and have greater
resources than the Company.

The Company's business is highly competitive, with relatively
insignificant barriers to entry and with numerous firms competing for the same
customers. The Company is in direct competition with local, regional and
national clothing manufacturers, many of which have greater resources and more
extensive distribution and marketing capabilities than the Company.
In addition, many large retailers have recently commenced sales of "store
brand" garments which compete with those sold by the Company. Management
believes that the Company's market share is insignificant in its product lines.

Many of the national clothing manufacturers have extensive advertising
campaigns which develop and reinforce brand recognition. In addition, many of
such manufacturers have agreements with department Stores and national retail
clothing chains to jointly advertise and market their products. Since the
Company does little advertising and has no agreement with any department store
or national retail chain to advertise any of its products, the Company competes
with companies which have brand names which are well known to the public. It can
be expected that a retail shopper will buy a garment from a "brand name" entity
before that of an unknown entity, if all other factors are equal.

Employees

As of September 30, 1996, the Company had three officers and two
full-time employees. None of the employees of the Company are represented by a
union, and the Company considers employee relations to be good.

ITEM 2. PROPERTIES

The Company sub-leases 6,000 square feet of industrial space at 448
West 16th Street, New York, New York, where it leases its administrative
offices, factory and warehouse. The sub-lease is for a term of 4 years,
terminating on December 31, 1998, at a rate of approximately $36,000 per annum.

ITEM 3. LEGAL PROCEEDINGS

The Company is not a party to any material litigation and is not aware
of any threatened litigation that would have a material adverse effect on its
business. No director, officer or affiliate of the Company, or any associate of
any of them, is a party to or has a material interest in any proceeding adverse
to the Company.

<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On December 23, 1996, the Company held a special meeting of its
stockholders, at which time it presented to its stockholders proposals to (i)
authorize the Company to sell or dispose of its shares of common stock of
American Eagle Industries Corp. or effect the dissolution thereof and (ii)
authorize the Company to sell or dispose of its shares of common stock of Multi
Media Publishing, Inc., unless contrary instructions are given. At the meeting
the stockholders approved the two proposals by votes of: 1,659,150 and
1,659,450, respectively, voting for the proposals; 3,400 and 1,200, respectively
voting against the proposals; and 4,500 and 6,400, respectively, abstaining.
Therefore, both proposals were adopted by the Company.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

The Company's Common Stock and Warrants have been quoted on the Nasdaq
OTC Bulletin Board since April 8, 1997. From November 10, 1995 (date of the
Company's initial public offering) until March 21, 1997 the Company's Common
Stock and Warrants were quoted on the Nasdaq SmallCap Stock Market. The
following table sets forth representative high and low closing prices as
reported by a market maker, during the periods stated below. Quotations reflect
prices between dealers, do not include resale mark-ups, mark-downs or other fees
or commissions.
<TABLE>
<CAPTION>

Common Stock Public Warrants
Calendar Period Low High Low High
- --------------- --- ---- --- ----
<S> <C> <C> <C> <C>
11/09/95 - 12/31/95 6 1/2 9 1/16 1 7/8 3 3/8
01/01/96 - 03/31/96 8 9 1/4 1 7/8 2 5/8
04/01/96 - 06/30/96 8 3/4 9 5/8 2 3/8 3 3/8
07/01/96- 09/30/96 5 9 1 1/4 4 1/8
10/01/96- 12/31/96 1 15/16 4 1/2 11/32 1 3/8
01/01/97- 03/31/97 5/8 3 1/8 1/16 17/32
04/01/97 - 06/30/97 (1) 1/4 7/8
07/01/97- 09/30/97 1/4 1
10/01/97- 12/31/97 1/8 1/2
- ----------------
</TABLE>

(1) There was no market for the Warrants form April 8, 1997 until their
expiration on November 8, 1997. No Warrants were exercised prior to expiration.

As of January 5, 1998 there were 42 holders of record of the Company's
Common Stock, although the Company believes that there are approximately 440
beneficial owners of shares of Common Stock. As of January 5, 1998, the number
of shares of Common Stock outstanding of the Company was 3,005,000.

<PAGE>
PART II

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Results of Operations- Year Ended September 30, 1997 versus Year Ended
September 30, 1996:

Consolidated net sales decreased form $5,727,320 to $2,054,792, a
decrease of $3,672,528 or 64% when comparing the year ended September 30, 1997
to September 30, 1996. This decrease was due to the cessation of operations in
December 1996 of American Eagle and its subsidiary Match II. Sales for the year
ended September 30, 1997 were solely USAC, a new subsidiary of the Company that
began operations in January 1997. For the year ended September 30, 1996,
American Eagle reported $5,691,381 in sales and Match II reported $35,939 in
sales, for a total consolidated aggregate of $5,727,320.

Consolidated cost of sales decreased from $6,400,272 or 111.7% of sales
to $1,647,563 or 80.2% of sales for the year ended September 30, 1997. This
decrease of 742.6% was due to the start up of operations of U.S. Apparel Corp.
in January 1997 and the cessation of operations of American Eagle and its
subsidiary Match II in December 1996.

Consolidated overhead costs for the year ended September 30, 1997
decreased from $1,273,908 or 22.2% of sales to $621,724 or 30.3% of sales. This
decrease of $652,184 or 51.2% was due to the cessation of operations of American
Eagle and its subsidiary Match II, and the start up of operations in the current
year of USAC.

For the year ended September 30, 1997, the Company reflected a net loss of
$32,334 or$.01 per share. For the year ended September 30, 1996, the Company
reported a net loss of $5,090,855 (as amended) or $1.89 per share. Management
attributes the decreased loss to the cessation of operations of American Eagle
and its subsidiary Match II, and the start up of operations of the Company's new
subsidiary, USAC.

Liquidity and Capital Resources:

At September 30, 1997, the Company reflected cash of $13,189, working capital of
$1,784,565 and shareholders' equity of $7,422,340. At September 30, 1996, the
Company had cash of $491,262, working capital of $3,299,735 and shareholders'
equity of $7,454,674.

The change between 1996 and 1997 was due to several factors as
described below:

(a) The Company ceased operations of American Eagle and its
subsidiary, Match II. The operating losses during the current
year for these two operations approximated $298,000.

(b) The start up of operations of USAC resulted in net operating
profit of approximately $283,000.

<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - Annexed
hereto

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

On May 14, 1997, the Registrant and Lazar, Levine & Company LLP
mutually agreed that Lazar, Levine & Company LLP would no longer be the
Registrant's auditors. The resignation of Lazar, Levine & Company LLP was not
due to any discrepancies or disagreements between the Company and Lazar, Levine
& Company LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. There were no
disagreements during the two fiscal years ended September 30, 1996 and through
the date of resignation, May 14, 1997. The Registrant's board of directors
approved the acceptance of the accountant's resignation.

The former accountants' reports on the Registrant's financial
statements for the two years ended September 30, 1996 and 1995 contained an
explanatory paragraph addressing the Company's ability to continue as a going
concern.

<PAGE>
PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Officers and Directors

The directors of the Company are elected annually by the shareholders
and the officers are appointed annually by the Board of Directors. Vacancies on
the Board of Directors may be filled by the remaining directors. Each director
and officer will hold office until the next annual meeting of shareholders, or
until his successor is elected and qualified. The executive officers and
directors of the Company are as follows:
<TABLE>
<CAPTION>

Name Age Position

<S> <C> <C>
Ilan Arbel 43 President and Director

Rivka Arbel 44 Vice President and Director

Shiekhar Boodram 34 Secretary and Director

Yair Arbel 48 Director

</TABLE>

The directors of the Company are elected annually by its stockholders and
the officers of the Company are appointed annually by its Board of Directors.
Vacancies on the Board of Directors may be filled by the remaining directors.
Each current director and officer will hold office until the next annual meeting
of stockholders, or until his successor is elected and qualified.

Ilan Arbel was the President, Secretary and a Director of the Company from
inception until June 12, 1995 upon the election of Sheikhar Boodram. Mr. Arbel
was re-elected as President of the Company in May 1996. In August 1995 Mr. Arbel
was re-elected as a Director of the Company. Mr. Arbel was the President, Chief
Executive Officer and a Director American Toys, Inc. from inception until July
1996. From May 1993 to April 1997, Mr. Arbel was a Director of Play Co. Toys &
Entertainment Corp., of which from June 1994 until his resignation in April
1997, he was the Chairman of the Board. Since 1991, Mr. Arbel has been
President, Chief Executive Officer, and a Director of UTTC, formally Mister Jay
Fashions International, Inc. Mr. Arbel is a graduate of the University Bar Ilan
in Israel, with B.A. degrees in Economics, Business and Finance.

Rivka Arbel has been a Director of the Company since June 12, 1995 and was
elected as Vice President of the Company in May 1996. In October 1996 Ms. Arbel
resigned as an officer of the Company. Ms. Arbel was re-elected as Vice
President in May 1997. From 1992 to present, Ms. Arbel has been a director of
UTTC. From 1986 to present, Ms. Arbel has been President and a Director of
Amigal, Ltd., a producer of men's and women's wear in Israel. Ms.

<PAGE>
Arbel is the wife of Yair Arbel.

Sheikhar Boodram was the President and Secretary of the Company from June
12, 1995 to May 1996, at which time he was elected as the Secretary. Mr. Boodram
was the sole Officer and Director of American Eagle Industries Corp. and Match
II, Inc. until December 1996. Mr. Boodram was a Director of American Toys, Inc.
from May 1993 to July 1996. From September 1992 to present, Mr. Boodram has been
employed as Vice-President and a Director of UTTC. From October 1991 to
September 1992, Mr. Boodram was employed as a designer with UTTC. From 1979
until October 1991, Mr. Boodram was the production manager for Lady Helene
Sophisticates, Ltd., a manufacturer of ladies garments which ceased operations
in 1991.

Yair Arbel has been a director of the Company since June 12, 1995. Mr.
Arbel is currently employed by Israeli Aircraft Industries, where he has been
employed since 1980. Yair Arbel is the husband of Rivka Arbel and the brother of
Ilan Arbel, the President, former Secretary, and a current Director of the
Company. Mr. Arbel is an officer, director, and sole shareholder of EACC.

The Company has agreed to indemnify its officers and directors with respect
to certain liabilities including liabilities which may arise under the
Securities Act of 1933. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to any charter, provision, by-law, contract,
arrangement, statute or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any such action, suit or proceeding) is asserted by such director,
officer or controlling person of the Company in connection with the Securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Significant Employees

Albert Benaderet through Westside Apparel, a company in which he is a
partner, has been a consultant to the Company and it's subsidiaries since 1992.
From 1992 to 1994, Mr. Benaderet was a consultant to Match II regarding
manufacturing and sales. From 1994 to 1996, Mr. Benaderet was a consultant to
American Eagle regarding overseas production and manufacturing. Since January
1997, Mr. Benaderet has been a consultant to USAC regarding sales,
manufacturing, and close outs. Westside Apparel, Inc. receives a weekly fee of
$2,000 and has the right to 5% of all earnings before interest and taxes.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's officers, directors and persons who beneficially own more
than ten percent of a

<PAGE>
registered class of the Company's equity securities to file reports of
securities ownership and changes in such ownership with the Securities and
Exchange Commission ("SEC"). Officers, directors and greater than ten percent
beneficial owners also are required by rules promulgated by the SEC to furnish
the Company with copies of all Section 16(a) forms they file. Based solely upon
requests for information of the Company's officers, directors and greater than
10% shareholders, during fiscal 1997, the Company has been informed that all
officers, directors or greater than 10% shareholders have stated that they have
filed such reports as is required pursuant to Section 16(a) during the 1997
fiscal year. The Company has no basis to believe that any required filing by any
of the above indicated individuals has not been made.

ITEM 10. EXECUTIVE COMPENSATION

Summary of Cash and Certain Other Compensation

The following provides certain information concerning all Plan and
Non-Plan (as defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded
to, earned by, paid by the Company during the years ended September 30, 1997,
1996, and 1995 to each of the named executive officers of the Company.

Summary Compensation Table

Annual Compensation
<TABLE>
<CAPTION>

(a) (b) (c) (d) (e)
Name and Principal Other Annual
Position Year Salary($) Bonus($) Compensation($) (1)
- ----------------------- ---- --------- -------- ---------------
<S> <C> <C> <C> <C>
Ilan Arbel 1997 - - -
President 1996 - - -
1995 - - -
</TABLE>

(1) Mr. Arbel does not receive any cash compensation as an officer of the
Company. Mr. Arbel entered into an employment agreement with the
Company in May 1996. See " Certain Relationships and Related
Transactions".

Employment Agreements

On April 4, 1996, the board of directors authorized the Company to
enter into a compensation agreement with Ilan Arbel. Pursuant thereto, the
Company granted to Ilan Arbel an option to purchase 1,900,000 warrants,
identical to the Warrants sold by the Company in its initial public offering.
The option was exercisable at $.04 per Warrant. The Warrants and shares
underlying the Warrants were registered for resale pursuant to a Form S-8
registration statement. Mr. Arbel exercised this option in full and sold the
Warrants in April 1996. In addition, the board authorized the Company to issue
an additional option to Mr. Arbel to purchase 200,000 shares of Common Stock at
$3.70 per share. On April 19, 1996, the board of directors of the Company and
Mr. Arbel amended the compensation agreement and terminated the option to
purchase 200,000 shares of Common Stock and in lieu thereof, issued

<PAGE>
an option to purchase an additional 1,000,000 Warrants. The option was
exercisable at $.04 per Warrant. The Warrants were registered for resale
pursuant to an amendment to the Form S-8 registration statement. Mr. Arbel
exercised this option in full and sold the Warrants commencing in May 1996.

As of May 15, 1996, the Company entered into an employment agreement with
Ilan Arbel, for a period of five years. Pursuant thereto, Mr. Arbel became the
President and Chief Executive Officer of the Company. At such time the Company
and Mr. Arbel agreed to increase the option price to purchase the Warrants to
$1.90 per Warrant, whereby Mr. Arbel owed the Company $7,250,000, which was
payable either in cash, or other securities. The term securities was defined as
any debt or equity security or convertible security, the underlying security of
which, is traded on either a national securities exchange or on the Nasdaq Stock
Market. The price for which the securities could be exchanged to reduce the debt
was 50% of the average bid price of the securities or the underlying securities
of a convertible security, for a period of ninety days ending five days prior to
the exchange. The employment agreement provides that no other compensation or
remuneration be paid to Mr. Arbel during its term. Mr. Arbel, through affiliates
has transferred to the Company an aggregate of 803,070 shares of Play Co. Series
E Preferred Stock, each of which is convertible at any time into six shares of
Play Co.'s common stock as payment of the debt.

In May 1996, the Company, in anticipation of the execution of an employment
agreement with Rivka Arbel, granted Mrs. Arbel an option to purchase from the
Company up to 600,000 Warrants, which Warrants were to be identical to the
Warrants issued in the Company's initial public offering. Initially Mrs. Arbel
was to pay $.04 per Warrant and resell the Warrants pursuant to a Form S-8
registration statement, however, the Company and Mrs. Arbel agreed that such
price was too low and decided to increase the price to $2.50 per Warrant, which
was to be paid either in cash, or other securities, as such term is described
above. In June 1996, Mrs. Arbel entered into an employment agreement with the
Company, for a period of five years, pursuant thereto Mrs. Arbel became a
Vice-President of the Company. The employment agreement provided that no other
compensation or remuneration be paid to Mrs. Arbel during its term. In August
1996 this agreement was terminated and the 600,000 Warrants returned to the
Company's treasury unexercised.

1995 Senior Management Incentive Plan

In June 1995, the Board of Directors adopted the Senior Management
Incentive Plan (the "Management Plan"), which was adopted by stockholder
consent. The Management Plan provides for the issuance of up to 150,000 shares
of the Company's Common Stock in connection with the issuance of stock options
and other stock purchase rights to executive officers and other key employees.

The Management Plan was adopted to provide the Board of Directors with
sufficient flexibility regarding the forms of incentive compensation which the
Company will have at its disposal in rewarding executive officers and directors
who are also employees of the Company, or a subsidiary or the Company, who
render significant services to the Company or one of its subsidiaries. To enable
the Company to attract and retain qualified personnel without

<PAGE>
unnecessarily depleting the Company's cash reserves, the Board of Directors
intends to offer key personnel equity ownership in the Company through the grant
of stock options and other rights pursuant to the Management Plan. The
Management Plan is designed to augment the Company's existing compensation
programs and is intended to enable the Company to offer executive officers and
directors who are also employees of the Company a personal interest in the
Company's growth and success through awards of either shares of Common Stock or
rights to acquire shares of Common Stock.

The Management Plan is intended to help the Company attract and retain
key executive management personnel whose performance is expected to have a
substantial impact on the Company's long-term profit and growth potential by
encouraging and assisting those persons to acquire equity in the Company. It is
contemplated that only those executive management employees (generally the
Chairman of the Board, Vice-Chairman, Chief Executive Officer, Chief Operating
Officer, President and Vice Presidents of the Company) who perform services of
special importance to the Company will be eligible to participate under the
Management Plan. The Company does not presently have any intention to hire any
additional management employees and has not engaged in any solicitations or
negotiations with respect to the hiring of any management employees. As of the
date of this Prospectus, the Company's sole officers are Ilan Arbel, Rivka
Arbel, and Sheikhar Boodram, and its directors also includes Yair Arbel. A total
of 150,000 shares of Common Stock will be reserved for issuance under the
Management Plan. It is anticipated that awards made under the Management Plan
will be subject to three-year vesting periods, although the vesting periods are
subject to the discretion of the Board of Directors.

<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information at January 31, 1998
based upon information obtained by the persons named below, with respect to the
beneficial ownership of common shares by (i) each person known by the Company to
be the owner of 5% or more of the outstanding common shares; (ii) by each
director; (iii) and by all officers and directors as a group.
<TABLE>
<CAPTION>

Percent of
Number of Common Stock
Name Shares Owned (1)

<S> <C> <C>
U.S. Stores Corp. (2)(3) 1,868,000 62.2%
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York

Ilan Arbel (2)(3) -- --
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York

Yair Arbel (2)(3) -- --
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York

Rivka Arbel (2)(3) -- --
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York

Sheikhar Boodram -- --
c/o Multimedia Concepts International, Inc.
448 West 16th Street
New York, New York

Officers and Directors -- --
(4 as a Group) (2)-(3)

</TABLE>

(1) Does not give effect to 150,000 shares of Common Stock reserved for
issuance under the Company's 1995 Senior Management Incentive Plan, of
which an option to purchase 75,000 shares at $8.75 per share has been
granted.
(2) Dated as of January 2, 1998, U.S. Stores Corp. acquired control of a
majority of the outstanding shares of the Company, of which (i) 403,000
shares were acquired through purchases in the public market (ii)
1,339,000 shares were acquired from European Ventures Corp., a company
in which Ilan Arbel is an officer and director, in a private sale and
(iii) 100,000 shares were acquired from another shareholder in a
private transaction.
(3) Yair Arbel and Ilan Arbel are brothers and Rivka Arbel is the wire of
Yair Arbel. Though it can be expected that the shares of Common Stock
of record and beneficially owned by members of the Arbel family would
be voted as a group on matters presented to the Company's stockholders;
however there is no voting agreement or arrangements which require such
unified voting.

<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From October 1995 to September 1997, the Company loaned an aggregate of
$1,276,235 to UTTC. $1,000,000 was converted into equity in the Company. See
"Recent Developments" and "Business-Acquisition of UTTC." On December 1, 1997,
the Company received 3,571,429 shares of UTTC's common stock from UTTC as
payment for $1,000,000 owed to the company by UTTC.

In June 1996, the Company loaned $331,136 to Ilan Arbel, the Company's
President, which was payable upon demand not accruing any interest. This loan
has been repaid.

As of June 30, 1996, the Company had loaned approximately $420,000 to
Hollywood Productions, Inc. The loan accrued no interest and was payable upon
demand. The loan has been repaid.

On October 21, 1996, the board of directors adopted resolutions authorizing
the Company subject to stockholder approval, to terminate its ownership and
relationships with American Eagle and MMP as non-profitable business
investments. These resolutions were adopted by the Company's shareholders in
December 1996.

29
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following financial statements of the Company are included as Part II,
Item 8:

<S> <C>
Independent Auditors' Report for the Year ended September 30, 1997 F-2

Independent Auditors' Report for the Year ended September 30, 1996 F-3

Consolidated Balance Sheets as of September 30, 1997 and 1996 F-4

Consolidated Statements of Operations for the Years ended
September 30, 1997 and 1996 F-5

Consolidated Statements of Changes in Stockholders' Equity for the
Years ended September 30, 1997 and 1996 F-6

Consolidated Statement of Cash Flows for the Years ended
September 30, 1997 and 1996 F-7

Notes to Consolidated Financial Statements F-8

</TABLE>

(b) During the last quarter, the Company has not filed any reports on Form 8-K.

(c) The following exhibits designated by an asterisk (*) are filed with Form
10-KSB. The exhibits not designated by an asterisk have previously been filed
with the Commission in connection with the Company's Registration Statement on
Form SB-2 and pursuant to 17 C.F.R. 230.411 and are incorporated by reference
herein.
<TABLE>
<CAPTION>

<S> <C>
3.1 - Certificate of Incorporation of the Company
3.2 - Amendment to Certificate of Incorporation of the Company, filed in May
1995
3.3 - Second Amendment to Certificate of Incorporation of the Company, filed
in June 1995
3.5 - By-Laws of the Company
3.9* - Certificate of Incorporation of U.S. Apparel Corp.
4.1 - Specimen Common Stock Certificate.
10.1 - The Company Senior Management Incentive Plan.
10.2 - Sublease at 448 West 16th Street, New York, New York
10.4 - Dytex Agreement
</TABLE>

<PAGE>
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, as
amended the Registrant has caused this report to be signed on its behalf,
thereunto duly authorized as of the 10th day of February, 1998.

MULTIMEDIA CONCEPTS INTERNATIONAL, INC.

By: /s/ Ilan Arbel
Ilan Arbel, President

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.
<TABLE>
<CAPTION>

<S> <C> <C>
/s/ Ilan Arbel President and Director 2/10/98
Ilan Arbel Date

/s/ Sheikhar Boodram Secretary and Director 2/10/98
Sheikhar Boodram Date

/s/ Rivka Arbel Director 2/10/98
Rivka Arbel Date

/s/ Yair Arbel Director 2/10/98
Yair Arbel Date

</TABLE>

F-0

<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page(s)

Financial Statements:

<S> <C>
Independent Auditors' Report for the Year ended September 30, 1997 F-2

Independent Auditors' Report for the Year ended September 30, 1996 F-3

Consolidated Balance Sheets as of September 30, 1997 and 1996 F-4

Consolidated Statements of Operations for the Years ended
September 30, 1997 and 1996 F-5

Consolidated Statements of Changes in Stockholders' Equity for the
Years ended September 30, 1997 and 1996 F-6

Consolidated Statement of Cash Flows for the Years ended
September 30, 1997 and 1996 F-7

Notes to Consolidated Financial Statements F-8
</TABLE>

F-1

<PAGE>
INDEPENDENT AUDITORS' REPORT

To The Shareholders
Multimedia Concepts International, Inc.
New York, New York

We have examined the consolidated balance sheets of Multimedia Concepts
International, Inc. and subsidiaries as of September 30, 1997 and the related
statements of operations, changes in stockholders' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based upon our audit.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Multimedia Concepts
International, Inc. and Subsidiaries as of September 30, 1997, and the results
of its operations, changes in stockholders' equity and cash flows for the year
then ended in conformity with generally accepted accounting principles.

The financial statements for the year ended September 30, 1996 were audited by
other accountants whose report dated January 24, 1997, expressed an unqualified
opinion on those statements.

JEROME ROSENBERG, CPA, P.C.

Syosset, New York
December 18, 1997

F-3

<PAGE>
To The Shareholders
Multimedia Concepts International, Inc.
New York, New York

We have audited the consolidated balance sheet of Multimedia Concepts
International, Inc. and subsidiaries as of September 30, 1996 and the related
consolidated statements of operations, cash flows and changes in shareholders'
equity for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Multimedia Concepts
International, Inc. and subsidiaries as of September 30, 1996, and the results
of its operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements for 1996 have been prepared
assuming the Company will continue as a going concern. As shown in the
consolidated financial statements, the Company experienced significant operating
losses since inception and realized a negative gross profit for the year ended
September 30, 1996. In addition, as of September 30, 1996, the Company ceased
operations in its operating subsidiaries and terminated its financing
arrangements with such subsidiaries. These factors and others 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.

LAZAR, LEVINE & COMPANY LLP

New York, New York
January 24, 1997

F-5

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

ASSETS
<TABLE>
<CAPTION>
September 30, September 30,
1997 1996
CURRENT ASSETS:
<S> <C> <C> <C>
Cash and cash equivalents (Note 2c ) $ 13,189 $ 491,262
Accounts receivable (Notes 2c and 10 723,112 1,191,510
Advances to supplier ............................................................. 60,000 --
Inventories (Note 2f ) .......................................................... 66,662 38,090
Loans and advances-affiliate (Note 3a ) ......................................... 89,815 450,815
Loan receivable-officer (Note 4 ) ............................................... 1,314,596 1,470,141
------------ ------------
Total current assets .................................................... 2,267,374 3,641,818
------------ ------------

FIXED ASSETS:
Furniture and fixtures .......................................................... 11,547 11,547
Machinery and equipment ......................................................... 17,814 17,814
------------ ------------
29,361 29,361
------------ ------------
Less: accumulated depreciation .................................................. 29,361 10,912
------------ ------------
-- 18,449
------------ ------------
OTHER ASSETS:
Security deposits ............................................................... 50 --
Investment in convertible preferred stock (Notes 2m and 5) ...................... 4,221,490 3,696,490
Advances to equity investee (Note 3b) ........................................... 140,000 120,000
Due from affiliate (Note 3c) .................................................... 1,276,235 320,000
------------ ------------
5,637,775 4,136,490
------------ ------------
Total assets ............................................................ $ 7,905,149 $ 7,796,757
============ ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ................................................................ $ 429,283 $ 286,066
Accrued expenses and other liabilities .......................................... 29,844 37,029
Payroll taxes withheld and payable (Note 4 ) .................................... 23,682 18,988
------------ ------------
Total current liabilities ............................................... 482,809 342,083
------------ ------------

MINORITY INTEREST IN SUBSIDIARY (Note 6) ......................................... -- --
------------ ------------

COMMITMENTS AND CONTINGENCIES (Notes 9,10&11) .................................... -- --
------------ ------------

STOCKHOLDERS' EQUITY: (Notes 7 and 8)
Common stock, $001. par value; 10,000,000 shares
authorized, 3,005,000 shares issued and outstanding
at September 30, 1997 and 1996 respectively .................................. 3,005 3,005
Additional paid-in capital ...................................................... 13,102,005 13,102,005
Retained earnings (deficit) ..................................................... (5,682,670) (5,650,336)
------------ ------------
7,422,340 7,454,674
------------ ------------
Total liabilities and stockholders' equity .............................. $ 7,905,149 $ 7,796,757
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements

F-6

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended
September 30, September 30,
<TABLE>
<CAPTION>

1997 1996
------------ ---------

<S> <C> <C>
NET SALES (Note 9) ............................ $ 2,054,792 $ 5,727,320
----------- -----------

COSTS AND EXPENSES:
Cost of sales ................................ 1,647,563 6,400,272
Operating expenses ........................... 621,724 1,273,908
----------- -----------
2,269,287 7,674,180
----------- -----------

(LOSS) FROM OPERATIONS ........................ (214,495) (1,946,860)
----------- -----------

OTHER INCOME(EXPENSE):
Interest expense ............................. -- (11,070)
Interest and other income .................... 182,161 88,302
Loss on investment (Notes 2m and 5) .......... -- (3,221,227)
----------- -----------
182,161 (3,143,995)
----------- -----------

Minority interests (Note 6 ) ................. -- --
----------- -----------

(LOSS) BEFORE PROVISION (CREDIT)
FOR INCOME TAXES ........................... (32,334) (5,090,855)

Provision (credit) for income taxes (Note 2j) -- --
----------- -----------

NET (LOSS) .................................... $ (32,334) $(5,090,855)
=========== ===========

NET (LOSS) PER COMMON SHARE (Note 2k) ......... $ (.01) $ (1.89)
=========== ===========

WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Note 2k) ............... 3,005,000 2,694,973
=========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements

F-7

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
<TABLE>
<CAPTION>

Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit) Total

<S> <C> <C> <C> <C> <C> <C>
Balances at October 1, 1995 ....................... 2,085,000 $ 2,085 $ 1,909,315 $ (559,481) $ 1,351,919

Shares sold in initial public offering (Note 7) ... 920,000 920 3,942,690 -- 3,943,610

Exercise of common stock purchase warrants (Note 5) -- -- 7,250,000 -- 7,250,000

Net loss for the year ended September 30, 1996 .... -- -- -- (5,090,855) (5,090,855)
----------- ----------- ----------- ----------- -----------

Balances at September 30, 1996 .................... 3,005,000 $ 3,005 $13,102,005 $(5,650,336) $ 7,454,674

Net loss for the year ended September 30, 1997 .... -- -- -- (32,334) (32,334)
----------- ----------- ----------- ----------- -----------

Balances at September 30, 1997 .................... 3,005,000 $ 3,005 $13,102,005 $(5,680,670) $7,422,340
=========== =========== =========== =========== ===========
</TABLE>

The accompanying notes are an integral part of these financial statements

F-8

<PAGE>

MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

For The Years Ended
September 30, September 30,
1997 1996
-------------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net (loss) $( 32,334) $(5,090,855)
Adjustments to reconcile net (loss) to net cash (used for)
provided by operating activities:
Loss on investment - 3,221,227
Depreciation of fixed assets 18,449 5,872
Amortization of excess of costs over net assets acquired - 26,667

Changes in assets and liabilities:
(Increase) decrease in accounts receivable 468,398 (587,795)
(Increase) in advances to supplier (60,000) -
(Increase) decrease in inventories (28,572) 1,747,099
Decrease in prepaid expenses and other current assets - 29,500
(Increase) in security deposits (50) 34,684

(Decrease) increase in accounts payable 143,217 (216,232)
(Decrease) in accrued expenses and other liabilities (7,185) (27,759)
(Decrease) increase in payroll taxes withheld and payable 4,694 18,988
-------- -------
Net cash (used for) provided by operating activities 506,617 (838,604)
-------- ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Loans to officers (369,455) (880,636)
Advances to equity investee (20,000) (120,000)
Advances to affiliates (595,235) (770,815)
--------- --------

Net cash (used for) investing activities (984,690) (1,771,451)
---------- ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Loans received from (repaid to) affiliate - (989,500)
Net proceeds from sale of common stock and warrants - 4,088,610
--------- ----------
Net cash provided by financing activities - 3,099,110
--------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (478,073) 489,055
Cash and cash equivalents, at beginning of year 491,262 2,207
--------- ------

Cash and cash equivalents, at end of year $ 13,189 $491,262
========= ========

SUPPLEMENTAL INFORMATION:
Taxes paid $ - $ -
Interest paid - 11,070
</TABLE>

The accompanying notes are an integral part of these financial statements

F-9

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1- DESCRIPTION OF COMPANY:

Multimedia Concepts International, Inc. (the "Company") is a Delaware
corporation which was organized in June 1994 under the name U.S. Food
Corporation. The Company changed its name to American Eagle Holdings Corporation
in April 1995 and then to its present name in June 1995. The Company was
initially formed as a holding company for the purpose of forming an integrated
clothing design, manufacturing and distribution operation. In June 1994, the
Company acquired 55% of the outstanding shares of common stock of American Eagle
Industries Corp. ("American Eagle"), which acquired 100% of the outstanding
shares of Match II, Inc. ("Match II") The Company also acquired 34% of the
issued and outstanding capital stock of Multi Media Publishing Corp. in June
1995.

In December 1996, the Company held a special meeting of its
shareholders who authorized the Company to sell or dispose of its shares in
American Eagle (and its' subsidiary Match II) or effect the dissolution thereof.
These subsidiaries had ceased operations as of September 30, 1996. In January
1997, in accordance with the vote of its shareholders, the Company terminated
its financing and business relationships with these subsidiaries.

In December 1996, the shareholders also authorized the Company to
dispose of its 34% interest in an unconsolidated subsidiary, Multi Media
Publishing Corp. (see Note 4b) which had no revenues or operations. In January
1997, in accordance with the vote of its shareholders, the Company terminated
all business relationships with this entity, but it intends to seek the return
of certain funds it had advanced.

In January 1997, the Company formed a new wholly-owned subsidiary, U.S.
Apparel Corp. ("USAC"), which is engaged in the design and manufacture of a line
of T-shirts and other tops, predominately for men. USAC began operations in
January 1997. USAC is the sole source of operating revenue for the Company for
the year ended September 30, 1997.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Principles of Consolidation:

The consolidated financial statements include the accounts of
Multimedia Concepts International, Inc., and its subsidiaries, USAC and American
Eagle and its subsidiary Match II. (see Note 1). All material intercompany
balances and transactions have been eliminated in consolidation.

(b) Use of Estimates:

In preparing financial statements in accordance with generally
accepted accounting principles, management males certain estimates and
assumptions, where applicable, that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities

F-11

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

at the date of the financial statements, as well as reported amounts of revenues
and expenses during the reporting period. While actual results could differ from
those estimates, management does not expect such variances, if any to have a
material effect on the financial statements.

Financial instruments that potentially subject the Company to concentration
of credit risk consist principally of cash and accounts receivable.

The Company maintains at times, deposits in federally insured financial
institutions in excess of federally insured limits. Management attempts to
monitor the soundness of the financial institutions and believes the Company's
risk is negligible.

Accounts receivable potentially exposes the Company to concentration of
credit risk, as defined by Statement of Financial Accounting Standards No. 105,
"Disclosure of Information about Financial Instruments with Off-Balance-Sheet
Risk and Financial Instruments with Concentration of Credit Risk."

(d) Fair Value of Financial Instruments:

The carrying amount of the Company's financial instruments, primarily cash,
accounts receivable and accounts payable approximate their fair value.

(e) Cash and Cash Equivalents:

For purposes of the statements of cash flows, the Company considers all
highly liquid investments purchased with a remaining maturity of three months or
less to be cash equivalents.

(f) Inventories:

Inventories are stated at the lower of cost,(FIFO) method, or market.
Finished goods are valued at average production which includes material, labor
and manufacturing expenses.

Inventories consisted of the following:
<TABLE>
<CAPTION>
September 30,
1997 1996
<S> <C> <C>
Raw materials $ - $ 30,000
Finished goods 66,662 8,090
--------- ---------
$ 66,662 $ 38,090
======== ========
</TABLE>

(g) Fixed Assets and Depreciation:

Property and equipment are recorded at cost. Depreciation and
amortization are computed using the straight-line method over the estimated
useful lives of the asset which generally range from three to seven years.

F-12

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(h) Excess of Costs over Net Assets Acquired:

In June 1994, American Eagle acquired Match II (see Note 1). The total cost
of the acquisition, $50,000, exceeded the fair value of the net assets acquired
by $30,000. This excess was assigned to goodwill to be amortized over 15 years
on a straight line basis. As of September 30, 1995, accumulated amortization had
amounted to $3,333. Prior to the acquisition, Match II had not conducted any
significant operations. Accordingly, the Company did write off the remaining
unamortized balance of goodwill to operations during the year ended September
30, 1996.

(i) Revenue Recognition:

The Company and its subsidiaries recognize revenue upon shipment of
finished goods to customers. All sales are based pursuant to firm contracts,
with title to merchandise passing at shipping. Sales returns and discounts are
reflected in net sales and historically have not been significant.

(j) Income Taxes:

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires the use of the "liability method" of accounting for income taxes.
Accordingly, deferred tax assets and liabilities, when recognized, are
determined based on the difference between the financial statements and tax
bases of assets and liabilities, using enacted tax rates in effect for the year
in which the differences are expected to reverse.

The Company has available at September 30, 1997 and 1996, unused operating
loss carryforwards of approximately $2,560,000 and $2,400,000 respectively,
which may be applied against future taxable income expiring in various years
beginning after 2008. Since there is no assurance that the Company will generate
future taxable income to utilize the deferred tax asset resulting from its net
operating loss carryforwards and other timing differences, a 100% valuation
allowance has been provided as of September 30, 1997 and 1996 respectively.

(k) Earnings (Loss) Per Share:

The Company has a simple capital structure and had 3,005,000 shares of
its common stock issued and outstanding throughout the fiscal year ending
September 30, 1997. Basic earnings (loss) per share is computed by dividing the
income (loss) available to common stockholders by the weighted-average number of
common shares outstanding during the period. Statement of Financial Accounting
Standards No. 128, " Earnings Per Share" which becomes effective for the Company
on December 16, 1997 is not expected to have an impact on the Company's
financial statements in the future.

F-13

<PAGE>
A CONCEPTS INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(l) Accounting Changes:

As permitted by Statement of Financial Standards No. 123, "Accounting
for Stock-Based Compensation, which encourages companies to record expense for
stock options and other stock-based employee compensation awards based upon
their fair value at the date of grant, the Company will continue to apply its
current accounting policy under Accounting Principles Board Opinion No.25 and
will Include the necessary disclosures in its 1998 financial statements.

There are no other pending or recently issued authoritative
accounting pronouncements that are expected to have a significant impact on the
Company's financial statements in the future.

(m) Investment in Preferred Stock:

The Company has reflected its' investment in convertible preferred
stock in accordance with Statement of Financial Standards No. 115-"Accounting
for Certain Investments in Debt and Equity Securities". This standard requires
that certain debt and equity securities be adjusted to fair value at the end of
each accounting period. Unrealized gains or losses for securities treated as
available for sale securities are to be charged or credited to a separate
component of shareholders' equity. As of September 30, 1996, the Company
determined that the decline in the value of its investment in preferred stock
(see Note 6) was other than temporary, and accordingly wrote down the cost basis
of this security to fair value. This writedown of $3,221,227 was recorded as a
realized loss on available for sale securities in the accompanying consolidated
statements of operations for the year ended September 30, 1996.

NOTE 3- RELATED PARTY TRANSACTIONS:

(a) Loans and Advances-Affiliate:

During the year ended September 30, 1996, the Company had advanced the
total $450,815 to Hollywood Productions, Inc. an entity in which a relative of
the Chief-Executive Officer of the Company is an officer and director. These
advances were non-interest bearing. As of September 30, 1997, all but $89,815
had been repaid, and the Company anticipates full collection of the remaining
balance during the year ended September 30, 1998.

(b) Advances to Equity Investee:

The Company owns 34% of the issued and outstanding stock of Multi Media
Publishing Corp.("MMP"), a development stage company with operating activity. In
December 1996, the Company terminated its relationship with MMP and has
requested that all funds advanced be returned. As of September 30, 1997, the
amount advanced was $140,000. To date, no portion of the advance has been
repaid. See Note 1.

F-15

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 1997, United Textiles and Toys Corp. (formerly
Mister Jay Fashions International, Inc.) an entity in which the chief operating
officer of the Company is President, was indebted to the Company in the
aggregate amount of $1,276,235. The amount due from this affiliate as of
September 30, 1996 was $320,000. The loans bear interest at an annual rate of
8%. The Company does anticipate full payment during the year ended September 30,
1998.

NOTE 4- LOANS RECEIVABLE-OFFICER:

As of September 30, 1997, the chief executive officer of the Company
was indebted to the Company in the aggregate amount of $1,314,596, which loan is
repayable on demand and bears interest at an annual rate of 8%. The amount due
from this officer at September 30, 1996 was $1,470,141. The In October 1997, the
officer repaid $1,000,000 of the outstanding balance. The Company does
anticipate that the remaining balance will be repaid during the fiscal year
ended September 30, 1998.

NOTE 5- INVESTMENT IN PREFERRED STOCK:

In connection with an employment agreement entered into with an
executive officer in May 1996, the Company granted an option to such officer to
acquire 2,900,000 common stock purchase warrants at a price of $2.50 per warrant
(market value), payable either in cash or other securities. Since the warrants
were issued at market value, no compensation was reflected. As of May 1996, the
officer had purchased these warrants with payment being made throughout the
transfer of 803,070 shares of convertible preferred stock in another publicly
traded company, Play Co. Toys & Entertainment Corp. The Company had valued this
preferred stock at $6,917,717, the deemed fair value at the time of transfer,
based upon such factors as dilution, lack of marketability, etc. This investment
has been reflected as a non-current asset based upon the intent of management.

(See Note 2 concerning writedown of available for sale securities to
fair market value at September 30, 1996).

NOTE 6- MINORITY INTEREST IN SUBSIDIARY:

The Company owns 55% of American Eagle. As of December 31, 1996, the
Company terminated its financing and business relationship with American Eagle
and its subsidiary, Match II. As of September 30, 1996, losses applicable to the
minority shareholders exceeded their interest in American Eagle, which was
reduced to zero, and as such, excess losses were charged against the operations
of the Company. (See Note 1 re: cessation of operations).

F-16

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7- COMMON STOCK:

As of October 1, 1994, the Company had 1,800,000 shares of common stock
outstanding.

In September 1995, the Company issued 285,000 shares of common stock at
$5.00 per share and 570,000 redeemable common stock warrants at $.15 per
warrant, in exchange for a reduction of $1,510,500 in a loan owed to an
affiliate. (see Note 3c).

In January 1996, the Company, through its underwriter, successfully
completed an initial public offering of 920,000 shares of common stock
(including the underwriter's over allotment) at a price of $5.00 per share,
together with two warrants for each share, at a price of $.15 per warrant. The
net proceeds to the Company from the sale of the common stock and warrants
offered after deducting underwriting discounts and commissions and other
expenses of the offering were approximately $3,944,000.

In May 1996, the chief executive officer exercised an option to
purchase 2,900,000 common stock purchase warrants at a price of $2.50 per
warrant. See also Note 6.

NOTE 8- STOCK OPTION PLAN:

In June 1995, the board of directors adopted the 1995 Senior Management
Incentive Plan (the "Management Plan"), which was approved by the shareholders.
The Management Plan provides for the issuance of up to 150,000 shares of the
Company's common stock in connection with the issuance of stock options and
other stock purchase rights to executive officers and other key employees.
Options granted under the Management Plan may be either incentive stock options
("ISO's") or options which do not qualify as ISOs ("non-ISOs"). ISOs may be
granted at an option price of not less than 100% of the fair market value of the
common stock on the date of grant, except that an ISO granted to any person who
owns capital stock representing more than 10% of the total combined voting power
of all classes of common stock of the Company, must be granted at an exercise
price of at least 110% of the fair market value of the common stock on the date
of the grant. The exercise price of the non-ISOs may be less than 85% of the
fair market value of the common stock on the date of the grant. As of September
30, 1997, the Company had granted options to purchase 75,000 shares of common
stock at an exercise price of $8.75 per share.

NOTE 9- ECONOMIC DEPENDENCY:

For the year ended September 30, 1997, approximately 77% of the
Company's sales was to one individual customer. Accounts receivable from this
customer at September 30, 1997 was $559,884. For the year ended September 30,
1996, 100% of the Company's sales was to one individual customer, and accounts
receivable from this customer was $1,191,510.

F-17

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10- LEGAL PROCEEDINGS:

NOTE 11- COMMITMENTS AND CONTINGENCIES:

Leases:

The Company and its subsidiaries sub-lease 6,000 square feet of
industrial space at 448 West 16th Street, New York, NY, where it leases its
administrative offices, factory and warehouse. The sub-lease is for a term of
four years, terminating on December 31, 1998, at a rate of $36,000 per annum.
For the year ended September 30, 1996, rental expense aggregated $172,646.
Rental expense for this period encompassed the operations of American Eagle and
Match II, (See Note 1 re: cessation of operations).

NOTE 12- BUSINESS OPERATIONS:

The Company's sales through its subsidiary, USAC are generated from
short-term purchase orders from customers who place orders an as-needed basis.
The Company typically manufactures its products upon receipt of orders from
customers and delivers finished goods within four weeks of receipt of an order.
The Company generally manufactures 10% more goods than is ordered by customers
in anticipation of reorders from customers. As of September 30, 1997, the amount
of unfilled orders approximated $102,000.
NOTE 13- BUSINESS SEGMENT INFORMATION:

The Company's operations for the year ended September 30, 1997 consist
solely of the operations of its subsidiary, USAC. For the year ended September
30, 1996, the Company's operations encompassed the operations of American Eagle
and its subsidiary Match II.
<TABLE>
<CAPTION>

September 30,
1997 1996
NET SALES:
<S> <C> <C>
T-shirts and Tops $2,054,792 $91,381
Ladies Sportswear - 35,939
---------- -------
$2,054,792 $5,727,320
============ ==========

OPERATING INCOME (LOSS):
T-shirts and Tops $283,006 $(1,797,605)
Ladies Sportswear (497,501) (149,255)
--------- ---------
$(214,595) $(1,946,860)
========== ============
</TABLE>

F-18

<PAGE>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TOTAL ASSETS:
<S> <C> <C>
T-shirts and Tops $7,905,149 $7,786,167
Ladies Sportswear - 10,590
----------- ----------
$7,905,149 $7,796,757
========== ==========

DEPRECIATION AND AMORTIZATION:
T-shirts and Tops $18,448 $ 5,872
Ladies Sportswear - -
--------- -----
$ 18,448 $ 5,872
========= =======

CAPITAL EXPENDITURES:
T-shirts and Tops $ - $ -
Ladies Sportswear - -
--------- ----

$ - $ -
========= =====
</TABLE>

NOTE 14- SUBSEQUENT EVENTS:

On January 2, 1998, the Company was issued 3,571,429 shares of common
stock of United Textiles and Toys Corp. ("UTTC"), a company of which the
Company's President is also President, Chief Executive Officer and a Director.
The receipt of these common shares at a price of $.28 per share ($.01 above the
closing price on December 31, 1997) represented payment for $1,000,000 loaned by
the Company to UTTC. (see Note 3c).

As a result of this transaction, the Company owns 78.5% of the
outstanding shares of common stock of UTTC, effectively making UTTC a subsidiary
of the Company. Because UTTC owns 61% of the outstanding shares of common stock
of Play Co. Toys & Entertainment Corp. ("Play Co"), thus the Company and its
management obtained beneficial voting control of Play Co.

On January 20, 1998, U.S. Stores Corp. ("U.S. Stores") acquired 1,465,000
shares of the Company's common stock. U.S. Stores was incorporated on November
10, 1997. The Company's President is also President and Director of U.S. Stores.
After this transaction, U.S. Stores held an aggregate of 1,868,000 shares of the
Company's common stock or 62.2% of the outstanding shares, effectively making
the Company a subsidiary of U.S. Stores.

F-19

Exhibit 3.9
CERTIFICATE OF INCORPORATION

U.S. APPAREL CORP.

Under Section 402 of the Business Corporation Law.

The undersigned, for the purpose of forming a corporation pursuant to
Section 402 of the Business Corporation Law of the State of New York, does
hereby certify and set forth:

FIRST: The name of the corporation is U.S. Apparel Corp.

SECOND: The purposes for which the corporation is formed are:

To engage in any lawful act or activity for which corporations may be
organized under the business corporation law, provided that the corporation is
not formed to engage in any act or activity which requires the act or approval
of any state official, department, board, agency or other body without such
approval or consent first being obtained.

To acquire by purchase, subscription, underwriting or otherwise, and to
own, hold for investment, or otherwise, and to use, sell, assign, transfer,
mortgage, pledge, exchange or otherwise dispose of real and personal property of
every sort and description and wheresoever situated, including shares of stock,
bonds, debentures, notes, scrip, securities, evidences of indebtedness,
contracts or obligations of any corporation or association, whether domestic or
foreign, or of any firm or individual or of the United States or any state,
territory, or dependency of the united States or any foreign country, or any
municipality or local authority within or without the United States, and also to
issue in exchange therefor, stocks, bonds or other securities or evidences of
indebtedness of this corporation and, while the owner or holder of any such
property, to receive, collect and dispose of the interest, dividends and income
on or from such property and to possess and exercise in respect thereto all of
the rights, powers and privileges of ownership, including all voting powers
thereon.

To construct, build, purchase, lease or otherwise acquire, equip, hold,
own, improve, develop, manage, maintain, control, operate, lease, mortgage,
create liens upon, sell, convey or otherwise dispose of any turn to account, any
and all plants, machinery, works, implements and things or property, real and
personal, of every kind and description, incidental to, connected with, or
suitable, necessary or convenient for any of the purposes enumerated herein,
including all or any part or parts of the properties, assets, business and food
will of any persons, firms, associations or corporations.

The powers, rights and privileges provided in this certificate are not
to be deemed to be in limitation of similar, other or additional powers, rights
and privileges granted or permitted to a corporation by the Business Corporation
Law, it being intended that this corporation shall

<PAGE>
have all the rights, powers and privileges granted or permitted to a
corporation by such statue.

THIRD: The office of the corporation is to be located in the County of New
York, State of New York.

FOURTH: The aggregate number of shares of which the corporation shall
have the authority to issue is Two Hundred (200), all of which shall be without
par value.

FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against it may be served. The post office address
to which the Secretary of State shall mail a copy of any process against the
corporation served on it is:

Klarman & Associates
14 West 60th Street, 402
New York, New York 10016

SIXTH: The personal liability of directors to the corporation or its
shareholders for damages for any breach of duty in such capacity is hereby
eliminated except that such personal liability shall not be eliminated if a
judgment or other final adjudication adverse to such director establishes that
his acts or omissions were in bad faith or involved intentional misconduct or a
knowing violation of law or that he personally gained in fact a financial profit
or other advantage to which he was not legally entitled or that his acts
violated Section 719 of the Business Corporation Law.

IN WITNESS WHEREOF, this certificate has been subscribed to this 4th
day of February, 1997, by the undersigned who affirms that the statements made
herein are true under penalties of perjury.

\s\ David S. Klarman
David S. Klarman, Esq.
Klarman & Associates
2694 Bishop Drive,
Suite 213
San Ramon, CA 94583

<ARTICLE> 5
<LEGEND>
MULTIMEDIA CONCEPTS INTERNATIONAL, INC. AND SUBSIDIARIES

EXHIBIT
FINANCIAL DATA SCHEDULE
ARTICLE 5 OF REGULATION S-X

The schedule contains summary financial information extracted from the financial
statements for the year ended September 30, 1997 and is qualified in its
entirety by reference to such statements.

</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-mos
<FISCAL-YEAR-END> sep-30-1997
<PERIOD-END> oct-01-1996
<CASH> 13,189
<SECURITIES> 0
<RECEIVABLES> 723,112
<ALLOWANCES> 0
<INVENTORY> 66,662
<CURRENT-ASSETS> 2,267,374
<PP&E> 29,361
<DEPRECIATION> 29,361
<TOTAL-ASSETS> 7,905,149
<CURRENT-LIABILITIES> 482,809
<BONDS> 0
0
0
<COMMON> 3,005
<OTHER-SE> 7,419,335
<TOTAL-LIABILITY-AND-EQUITY> 7,905,149
<SALES> 2,054,792
<TOTAL-REVENUES> 2,236,953
<CGS> 1,647,563
<TOTAL-COSTS> 1,647,563
<OTHER-EXPENSES> 621,724
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (214,495)
<INCOME-TAX> (214,495)
<INCOME-CONTINUING> (214,495)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (32,334)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)

</TABLE>