FORM 10-QSB
                      U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

(Mark One)

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 2000

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

     For the transition period from ________ to ___________.


                         Commission file number 0-27219

                             FAMOUS FIXINS, INC.
            (Exact name of registrant as specified in its charter)

                 New York                              133865655
       (State or other jurisdiction of              (IRS Employer
        incorporation or organization)            Identification No.)

           250 West 57th Street, Suite 1112, New York, New York 10107
                   (Address of principal executive offices)

                                (212) 245-7773
                         (Issuer's telephone number)

      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 the registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   Yes  [X]  No  [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS

      State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:  As of August 9, 2000,
the issuer had 13,332,315 shares of common stock, par value $.001 per share,
outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

                                      1


<PAGE>

                               FAMOUS FIXINS, INC.

                                   FORM 10-QSB

                       FOR THE QUARTER ENDED JUNE 30, 2000


                              TABLE OF CONTENTS

                                                                      Page No.

PART 1.   FINANCIAL INFORMATION                                           3

ITEM 1.   FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2000        3

          BALANCE SHEETS AS OF JUNE 30, 2000 AND DECEMBER 31, 1999        4

          INTERIM STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND       6
          SIX MONTHS ENDED JUNE 30, 2000 AND 1999

          INTERIM STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED       7
          JUNE 30, 2000 AND 1999

          INTERIM STATEMENT OF STOCKHOLDERS' EQUITY FOR THE SIX           9
          MONTHS ENDED JUNE 30, 2000

          NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS       10
          ENDED JUNE 30, 2000

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL              13
          CONDITION AND RESULTS OF OPERATIONS


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                              18

ITEM 2.   CHANGES IN SECURITIES                                          18

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                               18

                                      2


<PAGE>

                           PART I - FINANCIAL INFORMATION


ITEM 1.   FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 30, 2000

          BALANCE SHEETS AS OF JUNE 30, 2000 AND DECEMBER 31, 1999

          INTERIM STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS
          ENDED JUNE 30, 2000 AND 1999

          INTERIM STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30,
          2000 AND 1999

          INTERIM STATEMENT OF STOCKHOLDERS' EQUITY FOR THE SIX MONTHS ENDED
          JUNE 30, 2000

          NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE
          30, 2000

                                      3


<PAGE>

                                   FORM 10-QSB
                              FINANCIAL STATEMENTS

                               FAMOUS FIXINS, INC.

                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
                                                                                       JUNE 30,             DECEMBER 31,
                                                                                         2000                  1999
                                                                                     -----------            -----------
<S>                                                                                  <C>                    <C>

                                          A S S E T S
                                          -----------

CURRENT ASSETS
--------------

   Cash and cash equivalents                                                         $   260,461            $   475,325
   Investments in marketable equity trading securities                                   103,666                101,961
   Accounts receivable, net                                                              553,330                176,475
   Merchandise inventory                                                                 417,714                 69,542
   Unused barter credits - current portion                                               151,236                      -
   Prepaid expenses                                                                       72,449                 59,081
   Stock subscriptions receivable (all collected by April, 2000)                               -                 47,500
                                                                                     -----------            -----------

     TOTAL CURRENT ASSETS                                                              1,558,856                929,884
                                                                                     -----------            -----------

PLANT AND EQUIPMENT
-------------------

   Furniture and fixtures                                                                 15,804                 15,804
   Machinery and equipment                                                                34,077                 25,576
                                                                                     -----------            -----------
                                                                                          49,881                 41,380
     Less: Accumulated depreciation                                                       12,433                  8,089
                                                                                     -----------            -----------

     NET PLANT AND EQUIPMENT                                                              37,448                 33,291
                                                                                     -----------            -----------

OTHER ASSETS
------------

   Deferred debenture issuance costs, net                                                101,148                 42,500
   Unused barter credits - noncurrent portion                                            151,236                      -
   Security deposits                                                                       6,460                  6,482
                                                                                     -----------            -----------

     TOTAL OTHER ASSETS                                                                  258,844                 48,982
                                                                                     -----------            -----------

                                                                                     $ 1,855,148            $ 1,012,157
                                                                                     ===========            ===========
</TABLE>

See accompanying notes to financial statements.

                                      4


<PAGE>

                          FAMOUS FIXINS, INC.
                        BALANCE SHEETS (CONTINUED)
                             (UNAUDITED)

<TABLE>
                                                                                       JUNE 30,             DECEMBER 31,
                                                                                         2000                  1999
                                                                                     -----------            -----------
<S>                                                                                  <C>                    <C>

                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                ----------------------------------------------

CURRENT LIABILITIES
-------------------

   Accounts payable and accrued expenses                                             $   570,562          $     508,341
   Due to customers                                                                      128,205                190,038
   Taxes payable - other than on income                                                   15,814                  9,544
   Income taxes payable                                                                      625                    625
                                                                                     -----------            -----------

     TOTAL CURRENT LIABILITIES                                                           715,206                708,548
                                                                                     -----------            -----------

LONG-TERM LIABILITIES
---------------------

   5% convertible debentures (principal amount: 2000 - $105,000;
      1999 - $450,000, due October, 2002)                                                 96,009                389,586
   0% convertible debentures (principal amount - $1,000,000,
      due March, 2005)                                                                   370,000                      -
   Deferred rent                                                                          11,057                      -
                                                                                     -----------            -----------

     TOTAL LONG-TERM LIABILITIES                                                         477,066                389,586
                                                                                     -----------            -----------

STOCKHOLDERS' EQUITY (DEFICIT)
--------------------

   Common stock, $.001 par value per share:
      Authorized                                         25,000,000 shares
      Issued and outstanding
                     13,167,326 shares in 2000; 10,462,624 shares in 1999                 13,167                 10,462
   Additional paid-in capital                                                          3,502,110              1,557,337
   Accumulated deficit                                                                (2,802,401)            (1,603,776)
                                                                                     -----------            -----------
                                                                                         712,876                (35,977)
      Less: Unused advertising barter credits issued in exchange
                   for common stock                                                      (50,000)               (50,000)
                                                                                     -----------            -----------

     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                662,876                (85,977)
                                                                                     -----------            -----------

                                                                                     $ 1,855,148            $ 1,012,157
                                                                                     ===========            ===========
</TABLE>

See accompanying notes to financial statements.

                                      5


<PAGE>

                               FAMOUS FIXINS, INC.

                        INTERIM STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
                                                                   THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                         JUNE 30,                         JUNE 30,
                                                               ---------------------------     -----------------------------
                                                                  2000             1999            2000              1999
                                                               ----------       ----------     -----------        ----------
<S>                                                            <C>              <C>            <C>                <C>
NET SALES                                                      $1,125,887       $1,164,381     $ 1,386,930        $1,197,186
                                                               ----------       ----------     -----------        ----------

COST OF GOODS SOLD
------------------
   Merchandise inventory at beginning of period                    89,398           75,896          69,542            27,420
   Purchases                                                      836,918          605,227       1,020,636           663,808
   Other direct costs                                              62,039           58,825         125,604            69,134
                                                               ----------       ----------     -----------        ----------
                                                                  988,355          739,948       1,215,782           760,362
      Less: Merchandise inventory at end of period                417,714           71,545         417,714            71,545
                                                               ----------       ----------     -----------        ----------

TOTAL COST OF GOODS SOLD                                          570,641          668,403         798,068           688,817
                                                               ----------       ----------     -----------        ----------

GROSS PROFIT                                                      555,246          495,978         588,862           508,369
                                                               ----------       ----------     -----------        ----------

OPERATING EXPENSES
------------------
   Selling expenses                                               171,444          253,527         824,962           429,198
   General and administrative expenses                            300,284          134,134         558,995           223,103
   Interest expense, net                                           59,952              522         403,075             3,402
                                                               ----------       ----------     -----------        ----------

TOTAL OPERATING EXPENSES                                          531,680          388,183       1,787,032           655,703
                                                               ----------       ----------     -----------        ----------

OPERATING INCOME (LOSS) BEFORE
   PROVISION FOR INCOME TAXES                                      23,566          107,795      (1,198,170)         (147,334)

PROVISION FOR INCOME TAXES                                              -                -             455             1,334
                                                               ----------       ----------     -----------        ----------

NET INCOME (LOSS)                                              $   23,566       $  107,795     $(1,198,625)       $ (148,668)
                                                               ==========       ==========     ===========        ==========

Net income (loss) per common share, basic                          $0.002           $0.010         $(0.097)          $(0.016)
Net income (loss) per common share,
   assuming full dilution                                          $0.002           $0.009         $(0.097)          $(0.016)
Weighted average number of common
   shares outstanding,
      basic                                                    13,056,313       10,462,624      12,395,940         9,261,796
      assuming full dilution                                   14,346,964       11,484,837      12,395,940         9,261,796
</TABLE>

See accompanying notes to financial statements.

                                      6


<PAGE>

                               FAMOUS FIXINS, INC.

                        INTERIM STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
                                                                                                  SIX MONTHS ENDED
                                                                                                      JUNE 30,
                                                                                          -----------------------------
                                                                                              2000               1999
                                                                                          -----------         ---------
<S>                                                                                       <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                               $(1,198,625)        $(148,668)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
         Noncash items:
            Depreciation                                                                        4,344             1,559
            Amortization                                                                       62,567                 -
            Deferred rent expense                                                              11,057                 -
            Interest expense paid by issuance of common stock                                   6,817                 -
            Component of interest expense attributable to beneficial
               conversion feature of debentures issued                                        325,000                 -
            Value of common stock issued for services received by
               the Company                                                                    212,924           121,827
            Value of warrants issued for services received by the Company                     367,945           132,217
            Unrealized gain on investments in marketable equity
               trading securities                                                              (1,705)                -
            Unused barter credits                                                            (302,472)                -
         (Increase) decrease in assets:
            Accounts receivable                                                              (376,855)         (638,120)
            Merchandise inventory                                                            (348,172)          (44,125)
            Prepaid expenses                                                                  (13,368)          (10,125)
            Decrease in security deposits                                                          22                 -
         Increase (decrease) in liabilities:
            Accounts payable and accrued expenses                                              62,221           535,093
            Due to customers                                                                  (61,833)                -
            Taxes payable - other than on income                                                6,270               867
                                                                                          -----------         ---------
NET CASH USED IN OPERATING ACTIVITIES                                                      (1,243,863)          (49,475)
                                                                                          -----------         ---------

CASH FLOWS USED IN INVESTING ACTIVITIES:
   Payments for plant and equipment additions                                                  (8,501)                -
                                                                                          -----------         ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of convertible debentures, net                                      990,000                 -
   Proceeds from issuance of common stock, net                                                      -           281,483
   Proceeds of long-term debt from bank                                                             -            35,000
   Repayments of long-term debt to bank                                                             -           (10,668)
   Proceeds of stock subscriptions receivable                                                  47,500                 -
   Repayments of notes payable to related party                                                                 (30,000)
                                                                                          -----------         ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                   1,037,500           275,815
                                                                                          -----------         ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         (214,864)          226,340

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                475,325            19,500
                                                                                          -----------         ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                $   260,461         $ 245,840
                                                                                          ===========         =========
                                                        (CONTINUED)
</TABLE>

See accompanying notes to financial statements.

                                      7


<PAGE>

                               FAMOUS FIXINS, INC.

                  INTERIM STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
                                                                                                  SIX MONTHS ENDED
                                                                                                      JUNE 30,
                                                                                          -----------------------------
                                                                                              2000               1999
                                                                                          -----------         ---------
<S>                                                                                       <C>                 <C>
Supplemental information about cash payments is as follows:
   Cash payments for interest                                                             $         -         $   9,509
   Cash payments for income taxes                                                         $       455         $     625

Supplemental disclosure of noncash financing activities:
   Issuance of warrants in connection with convertible debentures
      issued by the Company                                                               $   675,000         $       -
   Conversion of debentures to common stock                                               $   366,609         $       -
   Common stock subscriptions received for common shares issued                           $         -         $  60,000
</TABLE>

See accompanying notes to financial statements.

                                      8


<PAGE>

                               FAMOUS FIXINS, INC.

                    INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

                         SIX MONTHS ENDED JUNE 30, 2000

<TABLE>
                                                                COMMON STOCK       ADDITIONAL                      UNUSED
                                                            --------------------     PAID-IN    ACCUMULATED    ADVERTISING
                                                 TOTAL        SHARES     AMOUNT      CAPITAL      DEFICIT     BARTER CREDITS
                                              -----------   ----------   -------   ----------   -----------   ---------------
<S>                                           <C>           <C>          <C>       <C>          <C>           <C>
BALANCE (DEFICIT) - JANUARY 1, 2000           $   (85,977)  10,462,624   $10,462   $1,557,337   $(1,603,776)  $       (50,000)

Issuance of common shares on
conversion of convertible
debentures, net                                   366,609    2,204,702     2,205      364,404             -                 -

Issuance of common shares for
services received                                 212,924      500,000       500      212,424             -                 -

Issuance of warrants for
services received                                 367,945            -         -      367,945             -                 -

Issuance of warrants and beneficial
conversion feature in connection with
convertible debentures issued                   1,000,000            -         -    1,000,000             -                 -

Net loss - Six months ended June 30, 2000      (1,198,625)           -         -            -    (1,198,625)                -
                                              -----------   ----------   -------   ----------   -----------   ---------------

BALANCE (DEFICIT) - JUNE 30, 2000             $   682,876   13,167,326   $13,167   $3,502,110   $(2,802,401)  $       (50,000)
                                              ===========   ==========   =======   ==========   ===========   ===============
</TABLE>

See accompanying notes to financial statements.

                                      9


<PAGE>

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 2000



NOTE 1.   STATEMENT OF INFORMATION FURNISHED
          ----------------------------------

               The accompanying unaudited interim financial statements have been
          prepared  in  accordance  with  Form  10-QSB  instructions  and in the
          opinion of management  contains all  adjustments  (consisting  of only
          normal  recurring   adjustments)   necessary  to  present  fairly  the
          financial position of Famous Fixins, Inc. as of June 30, 2000, and the
          results of  operations  for the three months and six months ended June
          30, 2000 and 1999, and the statements of cash flows for the six months
          ended  June 30,  2000 and 1999,  and the  statement  of  stockholders'
          equity for the six months ended June 30, 2000. These results have been
          determined on the basis of generally  accepted  accounting  principles
          and  practices  and  applied  consistently  with  those  used  in  the
          preparation of the Company's 1999 financial statements.

               Certain information and footnote disclosures normally included in
          the financial statements presented in accordance with generally
          accepted accounting principles have been condensed or omitted. It is
          suggested that the accompanying financial statements be read in
          conjunction with the financial statements and notes thereto
          incorporated by reference in the Company's 1999 financial statements.

NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
          ------------------------------------------

               BUSINESS ACTIVITIES OF THE COMPANY
               ----------------------------------

               The Company is a promoter and marketer of celebrity and athlete
          licensed consumer products for sale in supermarkets, other retailers
          and over the Internet. The Company develops, markets and sells
          licensed consumer products based on the diverse professional, cultural
          and ethnic backgrounds of various celebrities. The Company
          enters into licensing agreements with high profile athletes and other
          celebrities and creates consumer products which include various
          product lines consisting of breakfast cereals, salad dressings, candy
          products and adhesive bandages endorsed by the licensors. The Company
          utilizes a network of consumer brokers to distribute its products
          throughout the United States. Third party manufacturers produce the
          Company's various consumer products.

               In February 2000, the Company received the remaining balance of
          $100,000 of an aggregate of $550,000 pursuant to 5% Convertible
          Debenture and Warrants Purchase Agreements. Subsequently, the Company
          issued 2,204,702 shares of its common stock upon conversion of
          $445,000 principal amount of such debentures (including unpaid
          interest of $6,817), resulting in $105,000 principal amount
          outstanding at June 30, 2000.

                                      10


<PAGE>

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 2000



NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------

               BUSINESS ACTIVITIES OF THE COMPANY (CONTINUED)
               ----------------------------------

               In February 2000, the Company received $1,000,000 proceeds under
          a 0% Convertible Debenture and Warrant Purchase Agreement. Pursuant to
          the Agreement, the investors agreed to purchase, for $1,000,000, an
          aggregate of $1,000,000 principal amount of debentures due March 2005,
          currently convertible into common stock at a conversion price of $.40
          per share (market value of the Company's common stock was $.74 on the
          date of purchase), and warrants to purchase 2,500,000 shares of the
          Company's common stock exercisable between March 2000 and March 2005
          at an exercise price of $.75 per share.

               The beneficial conversion feature of the $1,000,000 debentures
          and the fair market value of the warrants (both of which are accounted
          for as additional paid-in capital) is limited to the $1,000,000
          proceeds received. The Company has allocated $325,000 to the
          beneficial conversion feature, all of which is accounted for as a
          component of current interest expense. The remaining $675,000 is
          accounted for as a bond discount and is reflected as a reduction of
          the carrying amount of the debentures. The discount is amortized as a
          component of interest expense over the term of the debentures.

               In February and March 2000, the Company issued an aggregate of
          500,000 shares of its common stock and 500,000 warrants to purchase
          common stock to two consultants in connection with services rendered
          to the Company in the amount of $327,000. Of such amount, $212,924 is
          attributable to the common stock issued and $114,076 is attributable
          to the warrants.

               In March, 2000, the Company entered into an agreement to sell
          certain merchandise products in exchange for a trade credit to
          purchase future television, radio, other advertising mediums and
          various services such as warehousing, hotel rooms, airline tickets and
          office equipment on a barter basis over a maximum period of four
          years. In April 2000, pursuant to the agreement, the Company delivered
          such merchandise with an estimated fair value of $302,472 to the
          barter company. The balance sheet as at June 30, 2000 reflects
          $151,236 of the fair value of the barter credit as a current asset
          (which is intended to be used within one year of the balance sheet
          date) and the remaining balance is reported under the category "other
          assets".

               The Company accounts for warrants issued to purchase common stock
          in connection with services rendered to the Company using the fair
          value method prescribed in SFAS No. 123 "Accounting for Stock-Based
          Compensation". Stock-based compensation cost charged to operations for
          the six months ended June 30, 2000 was $367,945, including the
          $114,076 of services described above.

                                      11


<PAGE>

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 2000



NOTE 2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
          ------------------------------------------

               USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS
               --------------------------------------------------

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

               MERCHANDISE INVENTORY
               ---------------------

               Merchandise inventory is stated at the lower of cost or market
          value on a first-in, first- out basis.

               PLANT AND EQUIPMENT
               -------------------

               Plant and equipment are stated at cost, less accumulated
          depreciation. The cost of major improvements and betterments to
          existing plant and equipment are capitalized, while maintenance and
          repairs are charged to expense when incurred. Upon retirement or other
          disposal of plant and equipment, the profit realized or loss sustained
          on such transaction is reflected in income. Depreciation is computed
          on the cost of plant and equipment on the straight-line method, based
          upon the estimated useful lives of the assets.

               EARNINGS PER SHARE
               ------------------

               In accordance with the provisions of Statement of Financial
          Accounting Standards ("SFAS") No. 128, "Earnings Per Share", basic
          earnings per share is computed by dividing net income or loss by the
          number of weighted-average common shares outstanding during the
          period. Earnings per share, assuming dilution, is computed by dividing
          net income or loss by the number of weighted-average common shares and
          common stock equivalents outstanding during the period.

               No effect has been given to the conversion of warrants and
          debentures to common stock for the six months ended June 30, 2000 and
          1999 inasmuch as such conversion would be anti-dilutive.

                                      12


<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS.


"FORWARD-LOOKING" INFORMATION

      This report on Form 10-QSB contains certain "forward-looking statements"
within the meaning of Section 21E of the Securities Exchange Act of 1934.
Generally, the words "anticipates," "expects," "believes," "intends," "could,"
"may," and similar expressions identify forward looking statements.  Forward-
looking statements involve risks and uncertainties.  We caution you that while
we believe any forward-looking statement are reasonable and  made in good
faith, expectations almost always vary from actual results, and the
differences between our expectations and actual results may be significant.

      The following discussion and analysis of our results of operations and
our financial condition should be read in conjunction with the information set
forth in the financial statements and notes thereto included elsewhere in this
report.

MANAGEMENT'S DISCSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results of Operations

      We did not engage in any substantive business activity from
approximately April 6, 1996 to May 28, 1998.  On May 28, 1998, we acquired
Famous Fixins, Inc., a New York corporation ("FFNY"), in a transaction
viewed as a reverse acquisition.  FFNY was a promoter and marketer of
celebrity endorsed food products, which commenced business activities in 1995
and began sales operations in March 25, 1997.  Pursuant to the reorganization,
the controlling FFNY shareholders became the controlling shareholders, the
officers and the directors of our company.

      The following table sets forth, for the period indicated, the
relationship between total sales and certain expenses and earnings items:

<TABLE>
                                                                   THREE MONTHS ENDED                SIX MONTHS ENDED
                                                                         JUNE 30,                         JUNE 30,
                                                               ---------------------------     -----------------------------
                                                                  2000             1999            2000              1999
                                                               ----------       ----------     -----------        ----------
<S>                                                            <C>              <C>            <C>                <C>
NET SALES                                                      $1,125,887       $1,164,381     $ 1,386,930        $1,197,186
COST OF GOODS SOLD                                                570,641          668,403         798,068           688,817
GROSS PROFIT ON SALES                                             555,246          495,978         588,862           508,369
OPERATING EXPENSES                                                531,680          388,183       1,787,032           655,703
OPERATING INCOME (LOSS) BEFORE
   PROVISION FOR INCOME TAXES                                      23,566          107,795      (1,198,170)         (147,334)
PROVISION FOR INCOME TAXES                                              -                -             455             1,334
NET INCOME (LOSS)                                              $   23,566       $  107,795     $(1,198,625)       $ (148,668)
</TABLE>


      Sales for the six months ended June 30, 2000 increased approximately
16% and for the three months ended June 30, 2000 decreased 3% as compared
to the same period in 1999.  The increase in sales during the six month
period resulted from an increase in the number of celebrities who
granted licenses to Famous Fixins in that period, and the launch of several
new products after March 31, 1999.  The decrease in sales during
the three month period resulted from the expiration of several licenses
for cereal products.

                                      13





<PAGE>

      Cost of goods sold for the three months ended June 30, 2000 was
approximately 51% of sales, as compared to approximately 57% of sales for the
comparable period in 1999.  Cost of goods sold for the six months ended June
30, 2000 was approximately 58% of sales, as compared to approximately 58% of
sales for the comparable period in 1999.  We offered one more product in
the three months ended June 30, 2000 and five more products in the six months
ended June 30, 2000, than in the three and six months ended June 30, 1999.
We experienced a decrease in costs of goods sold as a percentage of sales for
the three months ended June 30, 2000 in connection with the expiration of
certain licenses and the discontinuation of certain cereal product lines.
Although we expect our cost of goods sold to increase as we make more diverse
products available for sale, we expect cost of goods sold to decrease as a
percentage of total sales as our sales volume grows.

      Gross profit on sales for the three months ended June 30, 2000 was
$555,246, an increase of 12% as compared to the three months ended June 30,
1999 of $495,978.  Gross profit on sales for the six months ended June 30,
2000 was $588,862, an increase of 16% as compared to the six months ended
June 30, 1999 of $508,369.  The increase in gross profits is attributable to
our cereal product line which was introduced beginning in April 1999.

      For the three months ended June 30, 2000, as compared to the three
months ended June 30, 1999, operating expenses increased to $531,680 from
$388,183, which represents a 37% increase in operation expenses, and which
represents an increase to 47% of sales from 33% of sales.  For the six
months ended June 30, 2000, as compared to the comparable period in 1999,
operating expenses increased to $1,787,032 from $655,703, which represents a
173% increase in operation expenses, and which represents an increase to 129%
of sales from 55% of sales.  The increase in our operating expenses in the
three months and six months ended June 30, 2000 is due mainly to an expansion
of our operations, creation of new product lines, and licensing fees,
including the related costs of stock warrants issued, in connection with new
celebrity licenses obtained by us, and to a lesser extent, an increase in
personnel from one full-time employee to three full-time employees.
Operating expenses are expected to increase as more products are sold;
however, operating expenses are expected to decrease as a percentage of
total sales as our sales volume grows.

      We generated income in the three months ended June 30, 2000, earning
$23,566, or $.002 per share basic and diluted, as compared to income of
$107,795, or $.010 per share basic and $.009 per share diluted, for the
three months ended June 30, 1999.   For the six months ended June 30, 2000,
we operated at a loss of $1,198,625, or $0.097 per share basic and diluted,
as compared to a net loss of $148,688, or $0.016 per share basic and diluted,
for the six months ended June 30, 1999, largely due to the related costs of
stock and warrants issued and the issuance of convertible debentures.  We
anticipate increases in revenues in the remainder of fiscal year 2000,
depending on the launch and success of two to three more new products
in late 2000.  We may not experience profitability in fiscal year 2000
because we expect our costs of goods sold and operating expenses to also
increase significantly in the 2000 fiscal year.  While the addition of new
product lines may also create liquidity issues and demands on our limited
resources, it is anticipated that the increased revenues generated this
year by the new products will have a favorable impact on income and
liquidity.

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<PAGE>

      Included in the net loss of $1,198,625 are several substantial non-cash
charges to income aggregating approximately $906,000 relating to (a) the
issuance of $1,000,000 principal amount of convertible debentures and (b)
stock warrants and common stock shares issued for services rendered. In
February, we issued $1,000,000 principal amount of 0% convertible debentures,
which may be converted into common stock on a current basis, at a conversion
price of $.40 per share, the market value at the date of issuance of the
debentures being $.74.  The beneficial conversion feature attributable to the
debenture issuance is required to be recognized in income, currently.  We
have allocated $325,000 to the debenture's beneficial conversion feature and
such amount is reflected as a component of current interest expense.  We also
issued common stock and warrants to purchase common stock to two consultants
for services rendered to us during the period, in the aggregate amount of
$327,000.  The accounts also reflect charges, in the amount of approximately
$254,000 for the six month period ended June 30, 2000, representing the
allocable service costs of outstanding stock warrants issued in connection
with royalty, employment and other consulting agreements.  There is no
assurance that additional warrants or other securities will not be issued,
or that additional charges will not be incurred for similar future
transactions.  Our business is to license names of celebrities for consumer
products, and to issue warrants for our common stock to such celebrities as
part of the licensing fee arrangements.  Accordingly, we anticipate the
continuance of these types of charges against earnings when we make
additional licensing transactions with celebrities and celebrity athletes or
when we enter service agreements.

      Our food sales business is not seasonal in nature, although we may
experience fluctuations in sales of athlete endorsed products in connection
with the respective athlete's professional season.  Inflation is not deemed to
be a factor in our operations.


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<PAGE>

Financial Condition or Liquidity and Capital Resources.

      To date, we have funded our operations through a line of credit,
bank borrowings, and borrowings from, and issuances of warrants and
sales of securities to, stockholders, and from operating revenues.  Our
inability to obtain sufficient credit and capital financing has
limited operations and growth from inception.

      Pursuant to a business revolving credit agreement with The Chase
Manhattan Bank, the bank agreed to make loans to us for up to a maximum credit
line amount, which currently is $100,000.  The bank notifies us as to the
amount of the available credit line from time to time.  We may borrow from the
bank incremental principal amounts of at least $2,500.  Borrowings bear
interest at the Bank's prime rate plus 1/2%.  Principal is payable in monthly
installments equal to 1/36 of the outstanding principal amount of the loan as
of the date of the last loan made prior to the date of such installment.
Repayment of the loan is guaranteed by certain of our stockholders.  The
outstanding balance of the long-term note payable to the bank, net of current
installments, at December 31, 1998 was $40,685 and was repaid prior to
December 31, 1999.

      In October 1999, we entered into agreements pursuant to which certain
investors agreed to purchase an aggregate of $550,000 principal amount of 5%
convertible debentures due October 19, 2002 and 139,152 warrants to purchase
shares of Famous Fixins' common stock.  At the initial closing date, we
received gross proceeds of $450,000, and are to receive the remaining $100,000
when this registration statement becomes effective.  The warrants are
exercisable between October 30, 1999 and October 30, 2004 at a purchase price
of $.494 per share, which was 125% of the market price on the closing date.
At our option, the convertible debentures may be exchanged into convertible
preferred stock.  Debenture holders have converted debentures into shares of
common stock as summarized below:

            - on February 23, 2000, $150,000 in principal into 1,000,000
              shares;
            - on February 24, 2000, $76,240 in principal and interest into
              508,264 shares;
            - on March 30, 2000, $127,691 in principal and interest into
              302,299 shares;
            - on May 25, 2000, $72,042 in principal and interest into
              227,620 shares;
            - on June 29, 2000, $25,844 in principal and interest into
              166,519 shares;
            - on July 19, 2000, principal amount of $1,025 and accrued
              interest of $37 into 8,676 shares; and
            - on August 8, 2000, principal amount of $20,000 and accrued
              interest of $758.33 into 156,313 shares.


                                      16



<PAGE>

      In March 2000, we entered into an agreement pursuant to which certain
investors agreed to purchase an aggregate of $1,000,000 principal amount of
convertible debentures due March 13, 2005 and warrants to purchase 2,500,000
shares of our common stock.  We received gross proceeds of $1,000,000 from
the transaction.  The holders of the convertible debentures are entitled to
convert the debentures into shares of common stock at a conversion price of
$.40 per share.  The warrants are exercisable before March 13, 2005 at a
purchase price of $.75 per share.  We believe that such sources of funds
will be sufficient to fund our operations for the next twelve months.

      We believe that our future growth is dependent on the degree of success
of current operations in generating revenues, and borrowings under our current
credit facility, and the ability to obtain additional credit facilities,
although there can be no assurance that we will be able to obtain any
additional financing that we may require.

      The auditors' report to our financial statements for the year ended
December 31, 1999 cites factors that raise substantial doubt about our ability
to continue as a going concern.  The factors are that we have incurred
substantial operating losses since inception of operations and as at December
31, 1999 reflect a deficiency in stockholders' equity.  The auditors'
report states that although our management believes that it can achieve
profitable operations in the future and that we can raise adequate capital
and financing as may be required, there can be no assurance that future
capital contributions or financing will be sufficient for Famous Fixins to
continue as a going concern or that we can achieve profitable operations in
the future.  The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.

Year 2000 Compliance

      Famous Fixins has recognized the need to ensure its operations will
not be adversely impacted by Year 2000 software failures.  Famous Fixins
primarily uses licensed software products in its operations with a
significant portion of processes and transactions centralized in one
particular software package.  During 1999, management upgraded its software
so that Famous Fixins' accounting system is Year 2000compliant.
The cost of the upgrade was not material.  During 1999, attention was
focused on compliance attainment efforts of vendors and others, including
key system interfaces with customers and suppliers.  Although it is not
possible to quantify the effects Year 2000 compliance issues will have on
customers and suppliers, Famous Fixins does not anticipate related material
adverse effects on its financial condition or results of operations.

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<PAGE>

                             PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

      We are not a party to, and none of our property is subject to, any
pending or threatened legal or governmental proceedings that will have a
materially adverse affect upon our financial condition or operation.  We
are in a proceeding in which a consultant has instituted a suit seeking
damages of $19,700 in fees allegedly owed, plus interest, costs and
attorneys' fees, which we deny owing the consultant.  We believe that
resolution of this litigation will not have a material adverse affect on
our financial position.  We intend to vigorously defend the action, but
we can give no assurance that we will prevail in this litigation.

ITEM 2.     CHANGES IN SECURITIES

      On April 3, 2000, pursuant to an employment agreement with Jody
King-Cheifetz, we agreed to issue to her options to purchase up to 304,000
shares of common stock in a transaction deemed to be exempted under Section
4(2) of the Securities Act of 1933.  Options to purchase 4,000 shares of
common stock at $0.15 per share vested as of April 5, 2000.  Options to
purchase 60,000 shares of common stock shall vest on October 1, 2000, and the
remaining options shall vest in equal increments over the subsequent four
years on October 1. The exercise price of first 60,000 options shall be $.15
per share. The exercise price of the remaining 240,000 options shall be equal
to a 50% discount from the closing bid price of the common stock on the last
trading date immediately preceding each vesting. In the event that
King-Cheifetz no longer serves as an employee of Famous Fixins on a continuous
basis through each vesting period, the unvested options shall terminate
immediately upon the termination of her employment.  All options to purchase
up to 304,000 shares of common stock described above expire on April 3, 2005,
or as otherwise provided in the stock option agreement or employment
agreement.  We filed a registration statement on Form S-8 for the resale of
4,000 shares of common stock.  King-Cheifetz represented to us that she had
the business, financial and investment knowledge, experience and
sophistication to make a fully informed investment decision in entering the
transaction.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits.

       The following exhibits are filed with this report:

Exhibit Number    Description of Exhibit
---------------   ----------------------

10                Famous Fixins Corporation Media Trade Program Agreement
11                Statement Concerning Computation of Per Share
                  Earnings is hereby incorporated by reference to
                  "Financial Statements" of Part I, contained
                  in this Form 10QSB.
27                Financial Data Schedule


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<PAGE>

                                   SIGNATURES

        In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                    FAMOUS FIXINS, INC.


Date:  August 11, 2000              /s/ Jason Bauer
                                    -------------------------------------
                                    Jason Bauer
                                    President and Chief Executive Officer

Date:  August 11, 2000              /s/ Michael Simon
                                    -------------------------------------
                                    Michael Simon
                                    Vice President


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