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

                                    FORM 8-K

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

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 18, 2005

                        COLLECTIBLE CONCEPTS GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                     000-30703                95-4026880
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)

              1600 Lower State Road, Doylestown, Pennsylvania 18901
              -----------------------------------------------------
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (215) 491-1075

                                   Copies to:
                             Gregory Sichenzia, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On May 18, 2005, we entered into a Securities  Purchase  Agreement with
AJW Offshore,  Ltd.,  AJW  Qualified  Partners,  LLC, AJW Partners,  LLC and New
Millennium  Capital  Partners  II, LLC for the sale of (i)  $400,000  in secured
convertible notes and (ii) warrants to purchase  47,368,422 shares of our common
stock. The investors purchased all of the secured convertible notes and warrants
on May 18, 2005.

         The secured  convertible notes bear interest at 10%, mature three years
from the date of issuance,  and are  convertible  into our common stock,  at the
investors' option, at the lower of:

         o        $0.0016; or

         o        25% of the average of the three lowest intraday trading prices
                  for the common stock on the Over-The-Counter Bulletin Board
                  for the 20 trading days before but not including the
                  conversion date.

         The full principal amount of the secured convertible notes are due upon
a default under the terms of secured convertible notes. In addition,  we granted
the investors a security interest in substantially all of our assets,  including
the assets of our wholly owned subsidiaries,  and intellectual  property. We are
required to file a  registration  statement  with the  Securities  and  Exchange
Commission within 30 days of receipt of a written demand by the investors, which
will include the common stock underlying the secured  convertible  notes and the
warrants. If the registration statement is not filed within 30 days of receipt a
a written  demand  by the  investors  or if the  registration  statement  is not
declared  effective  within 90 days from the date of filing,  we are required to
pay  liquidated  damages  to the  investors.  In the event  that we  breach  any
representation or warranty in the Securities Purchase Agreement, we are required
to pay  liquidated  damages in shares or cash, at the election of the investors,
in an amount equal to three percent of the outstanding  principal  amount of the
secured convertible notes per month plus accrued and unpaid interest.

         The warrants are exercisable until five years from the date of issuance
at a purchase price of $0.002 per share. The investors may exercise the warrants
on a cashless  basis if the shares of common stock  underlying  the warrants are
not then  registered  pursuant to an effective  registration  statement.  In the
event the investors  exercise the warrants on a cashless basis, then we will not
receive any proceeds.  In addition,  the exercise  price of the warrants will be
adjusted in the event we issue  common stock at a price below  market,  with the
exception of any  securities  issued as of the date of the warrants or issued in
connection with the secured  convertible notes issued pursuant to the Securities
Purchase Agreement.

         Upon an issuance of shares of common stock below the market price,  the
exercise price of the warrants will be reduced accordingly.  The market price is
determined  by averaging  the last reported sale prices for our shares of common
stock for the five trading days immediately preceding such issuance as set forth
on our  principal  trading  market.  The exercise  price shall be  determined by
multiplying  the  exercise  price in effect  immediately  prior to the  dilutive
issuance by a fraction. The numerator of the fraction is equal to the sum of the
number of shares outstanding immediately prior to the offering plus the quotient
of the amount of  consideration  received by us in connection  with the issuance
divided by the market price in effect  immediately  prior to the  issuance.  The
denominator of such issuance shall be equal to the number of shares  outstanding
after the dilutive issuance.

         The conversion price of the secured  convertible notes and the exercise
price of the warrants may be adjusted in certain circumstances such as if we pay
a stock dividend, subdivide or combine outstanding shares of common stock into a
greater  or  lesser  number  of  shares,  or take such  other  actions  as would
otherwise result in dilution of the selling stockholder's position.

<PAGE>

         The  investors  have agreed to restrict  their ability to convert their
secured  convertible  notes or exercise their warrants and receive shares of our
common  stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.9% of the then issued and outstanding shares of common stock.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

         See Item 1.01 above.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         See Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

         Not applicable.

(B)      PRO FORMA FINANCIAL INFORMATION.

         Not applicable.

(C)      EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                                         DESCRIPTION
------------------=---------------------------------------------------------------------------------------------------
<S>                   <C>
4.1                   Securities Purchase Agreement, dated May 18, 2005, by and among Collectible Concepts Group,
                      Inc. and AJW Offshore,  Ltd., AJW Qualified Partners, LLC,
                      AJW Partners,  LLC and New Millennium Capital Partners II,
                      LLC.
4.2                   Callable Secured Convertible Note issued to AJW Offshore, Ltd., dated May 18, 2005.
4.3                   Callable Secured Convertible Note issued to AJW Qualified Partners, LLC, dated May 18, 2005.
4.4                   Callable Secured Convertible Note issued to AJW Partners, LLC, dated May 18, 2005.
4.5                   Callable Secured Convertible Note issued to New Millennium Capital Partners II, LLC, dated May
                      18, 2005.
4.6                   Stock Purchase Warrant issued to to AJW Offshore, Ltd., dated May 18, 2005.
4.7                   Stock Purchase Warrant issued to AJW Qualified Partners, LLC, dated May 18, 2005.
4.8                   Stock Purchase Warrant issued to AJW Partners, LLC, dated May 18, 2005.
4.9                   Stock Purchase Warrant issued to New Millennium Capital Partners II, LLC, dated May 18, 2005.
4.10                  Registration Rights Agreement, dated as of May 18, 2005, by and among Collectible Concepts
                      Group, Inc., AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New
                      Millennium Capital Partners II, LLC.
4.11                  Security Agreement, dated as of May 18, 2005, by and among Collectible Concepts Group, Inc.,
                      AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New Millennium Capital
                      Partners II, LLC.
4.12                  Intellectual Property Security Agreement, dated May 18, 2005, by and among Collectible
                      Concepts Group, Inc., AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and
                      New Millennium Capital Partners II, LLC.
</TABLE>

<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         COLLECTIBLE CONCEPTS GROUP, INC.

Date: May 20, 2005                        /s/ Paul S. Lipschutz
                                         -----------------------------------
                                         Paul S. Lipschutz
                                         Chief Executive Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 18, 2005

                        COLLECTIBLE CONCEPTS GROUP, INC.
             (Exact name of registrant as specified in its charter)

          Delaware                     000-30703                95-4026880
--------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)      (IRS Employer
     of incorporation)                                       Identification No.)

              1600 Lower State Road, Doylestown, Pennsylvania 18901
              -----------------------------------------------------
              (Address of principal executive offices and Zip Code)

        Registrant's telephone number, including area code (215) 491-1075

                                   Copies to:
                             Gregory Sichenzia, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On May 18, 2005, we entered into a Securities  Purchase  Agreement with
AJW Offshore,  Ltd.,  AJW  Qualified  Partners,  LLC, AJW Partners,  LLC and New
Millennium  Capital  Partners  II, LLC for the sale of (i)  $400,000  in secured
convertible notes and (ii) warrants to purchase  47,368,422 shares of our common
stock. The investors purchased all of the secured convertible notes and warrants
on May 18, 2005.

         The secured  convertible notes bear interest at 10%, mature three years
from the date of issuance,  and are  convertible  into our common stock,  at the
investors' option, at the lower of:

         o        $0.0016; or

         o        25% of the average of the three lowest intraday trading prices
                  for the common stock on the Over-The-Counter Bulletin Board
                  for the 20 trading days before but not including the
                  conversion date.

         The full principal amount of the secured convertible notes are due upon
a default under the terms of secured convertible notes. In addition,  we granted
the investors a security interest in substantially all of our assets,  including
the assets of our wholly owned subsidiaries,  and intellectual  property. We are
required to file a  registration  statement  with the  Securities  and  Exchange
Commission within 30 days of receipt of a written demand by the investors, which
will include the common stock underlying the secured  convertible  notes and the
warrants. If the registration statement is not filed within 30 days of receipt a
a written  demand  by the  investors  or if the  registration  statement  is not
declared  effective  within 90 days from the date of filing,  we are required to
pay  liquidated  damages  to the  investors.  In the event  that we  breach  any
representation or warranty in the Securities Purchase Agreement, we are required
to pay  liquidated  damages in shares or cash, at the election of the investors,
in an amount equal to three percent of the outstanding  principal  amount of the
secured convertible notes per month plus accrued and unpaid interest.

         The warrants are exercisable until five years from the date of issuance
at a purchase price of $0.002 per share. The investors may exercise the warrants
on a cashless  basis if the shares of common stock  underlying  the warrants are
not then  registered  pursuant to an effective  registration  statement.  In the
event the investors  exercise the warrants on a cashless basis, then we will not
receive any proceeds.  In addition,  the exercise  price of the warrants will be
adjusted in the event we issue  common stock at a price below  market,  with the
exception of any  securities  issued as of the date of the warrants or issued in
connection with the secured  convertible notes issued pursuant to the Securities
Purchase Agreement.

         Upon an issuance of shares of common stock below the market price,  the
exercise price of the warrants will be reduced accordingly.  The market price is
determined  by averaging  the last reported sale prices for our shares of common
stock for the five trading days immediately preceding such issuance as set forth
on our  principal  trading  market.  The exercise  price shall be  determined by
multiplying  the  exercise  price in effect  immediately  prior to the  dilutive
issuance by a fraction. The numerator of the fraction is equal to the sum of the
number of shares outstanding immediately prior to the offering plus the quotient
of the amount of  consideration  received by us in connection  with the issuance
divided by the market price in effect  immediately  prior to the  issuance.  The
denominator of such issuance shall be equal to the number of shares  outstanding
after the dilutive issuance.

         The conversion price of the secured  convertible notes and the exercise
price of the warrants may be adjusted in certain circumstances such as if we pay
a stock dividend, subdivide or combine outstanding shares of common stock into a
greater  or  lesser  number  of  shares,  or take such  other  actions  as would
otherwise result in dilution of the selling stockholder's position.
The  investors  have agreed to restrict  their ability to convert their
secured  convertible  notes or exercise their warrants and receive shares of our
common  stock such that the number of shares of common stock held by them in the
aggregate and their affiliates after such conversion or exercise does not exceed
4.9% of the then issued and outstanding shares of common stock.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

         See Item 1.01 above.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

         See Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

         Not applicable.

(B)      PRO FORMA FINANCIAL INFORMATION.

         Not applicable.

(C)      EXHIBITS.
EXHIBIT
NUMBER                                                         DESCRIPTION
------------------=---------------------------------------------------------------------------------------------------
4.1                   Securities Purchase Agreement, dated May 18, 2005, by and among Collectible Concepts Group,
                      Inc. and AJW Offshore,  Ltd., AJW Qualified Partners, LLC,
                      AJW Partners,  LLC and New Millennium Capital Partners II,
                      LLC.
4.2                   Callable Secured Convertible Note issued to AJW Offshore, Ltd., dated May 18, 2005.
4.3                   Callable Secured Convertible Note issued to AJW Qualified Partners, LLC, dated May 18, 2005.
4.4                   Callable Secured Convertible Note issued to AJW Partners, LLC, dated May 18, 2005.
4.5                   Callable Secured Convertible Note issued to New Millennium Capital Partners II, LLC, dated May
                      18, 2005.
4.6                   Stock Purchase Warrant issued to to AJW Offshore, Ltd., dated May 18, 2005.
4.7                   Stock Purchase Warrant issued to AJW Qualified Partners, LLC, dated May 18, 2005.
4.8                   Stock Purchase Warrant issued to AJW Partners, LLC, dated May 18, 2005.
4.9                   Stock Purchase Warrant issued to New Millennium Capital Partners II, LLC, dated May 18, 2005.
4.10                  Registration Rights Agreement, dated as of May 18, 2005, by and among Collectible Concepts
                      Group, Inc., AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New
                      Millennium Capital Partners II, LLC.
4.11                  Security Agreement, dated as of May 18, 2005, by and among Collectible Concepts Group, Inc.,
                      AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and New Millennium Capital
                      Partners II, LLC.
4.12                  Intellectual Property Security Agreement, dated May 18, 2005, by and among Collectible
                      Concepts Group, Inc., AJW Offshore, Ltd., AJW Qualified Partners, LLC, AJW Partners, LLC and
                      New Millennium Capital Partners II, LLC.
SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         COLLECTIBLE CONCEPTS GROUP, INC.

Date: May 20, 2005                        /s/ Paul S. Lipschutz
                                         -----------------------------------
                                         Paul S. Lipschutz
                                         Chief Executive Officer