<PAGE>

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

              [X] Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                  For the quarterly period ended June 30, 2003

                                       OR

              [ ] 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 0-27219

                         WARNING MODEL MANAGEMENT, INC.
             (Exact name of registrant as specified in its charter)

          NEW YORK                                          13-3865655
(State or other jurisdiction of                        (I.R.S. employer
incorporation or organization)                       identification number)

        9440 SANTA MONICA BOULEVARD, SUITE 400, BEVERLY HILLS, CA 90210
               (Address of principal executive offices) (Zip Code)

           Registrant's Telephone number, including area code: (650) 3

                              FAMOUS FIXINS, INC.
   (former name, address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 _

     State the number of shares outstanding of each of the Registrant's  classes
of common stock, as of the latest practicable date.

  CLASS OF COMMON STOCK                 OUTSTANDING AT JUNE 30, 2003
  $.001 par value                              80,923,834 shares


Transitional Small Business Disclosure Format        Yes      No  X



<PAGE>

                                   Form 10-QSB
                       Securities and Exchange Commission
                             Washington, D.C. 20549
                         WARNING MODEL MANAGEMENT, INC.



                                      Index

PART I    -    FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Balance Sheets at June 30, 2003 and December 31, 2002

                  Statements of  Operations  for the three months and six months
                           ended June 30, 2003 and June 30, , 2002

                  Statements of Cash  Flows for the three  months and six months
                           ended June 30, 2003 and June 30, , 2002

                  Notes to the Financial Statements for the six months
                           Ended June 30, 2003

         Item 2.   Management's Discussion and Analysis of Financial
                           Condition and Results of Operations.

         Item 3.   Controls and Procedures

PART II    -    OTHER INFORMATION

         Item 2.  Changes In Securities

         Item 4.  Submission of Matters of a Vote to Security Holders

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K



                                   SIGNATURES



<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2003


<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2003






                                 C O N T E N T S

                                 ---------------


<TABLE>
<CAPTION>

                                                                                         Page
                                                                                         ----


<S>                                                                                    <C>  <C>
              Consolidated Balance Sheets...............................................1 - 2

              Consolidated Statements of Operations.........................................3

              Consolidated Statements of Cash Flows.....................................4 - 5

              Notes to the Financial Statements........................................6 - 20
</TABLE>


<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2003 AND DECEMBER 31, 2002


<TABLE>
<CAPTION>

                                                                           June 30,            December 31,
                                                                             2003                  2002
                                                                      --------------------  -------------------
                                ASSETS                                    (unaudited)           (audited)
<S>                                                                   <C>                    <C>
Current Assets
   Cash and cash equivalents                                          $           67,141     $        503,422
   Accounts receivable, net of reserve for doubtful
      of $61,332 and $63,422, respectively                                       126,524              332,823
   Advances to models, net of reserve of
      $166,180 and $41,180, respectively                                         306,070              419,233
   Advances to officer                                                            28,040               28,040
   Prepaid expenses                                                                2,780                2,734
                                                                      --------------------  -------------------

      Total Current Assets                                                       530,555            1,286,252
                                                                      --------------------  -------------------

Property and Equipment
   Furniture and fixtures                                                          8,168                8,168
   Computers and equipment                                                        93,109               90,805
                                                                      --------------------  -------------------

                                                                                 101,277               98,973

   Accumulated depreciation                                                      (52,304)             (40,443)
                                                                      --------------------  -------------------

      Total Property and Equipment                                                48,973               58,530
                                                                      --------------------  -------------------

Other Assets
   Deposit                                                                        10,000                    -
                                                                      --------------------  -------------------

      Total Other Assets                                                          10,000                    -
                                                                      --------------------  -------------------

        Total Assets                                                  $          589,528     $      1,344,782
                                                                      ====================  ===================

</TABLE>


                                   (continued)


              See accompanying notes to these financial statements.
                                      - 1 -

<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                       JUNE 30, 2003 AND DECEMBER 31, 2002

<TABLE>
<CAPTION>


                                                                           June 30,            December 31,
                                                                             2003                  2002
                                                                      --------------------  -------------------
                        LIABILITIES AND EQUITY                            (unaudited)           (audited)
<S>                                                                   <C>                    <C>
Current Liabilities
   Accounts payable and accrued expenses                              $           240,867    $         445,266
   Model fees payable                                                             213,016              319,946
   Model reserves                                                                  35,744               26,955
   Line of credit                                                                  48,987               51,036
   Notes payable                                                                  201,783              166,783
   Advances from shareholders                                                     113,788               52,000
   Accrued interest - convertible debentures                                      101,692               17,517
   Taxes payable                                                                    5,960                5,160
   Current portion - capital leases                                                14,924               17,219
   Secured line of credit                                                          15,495              367,400

   Convertible debentures                                                       1,170,487            1,175,739
                                                                      --------------------  -------------------

      Total Current Liabilities                                                 2,162,743            2,645,021
                                                                      --------------------  -------------------

Long Term Liabilities
   Convertible debentures                                                         448,309              403,087
   Convertible notes payable to shareholders                                    2,473,295            2,390,105
   Capital leases                                                                  18,669               27,450
                                                                      --------------------  -------------------

      Total Long Term Liabilities                                               2,940,273            2,820,642
                                                                      --------------------  -------------------

Equity
   Common stock - 800,000,000 authorized, par value $0.001,
      80,923,834 and 44,673,834 issued and outstanding for
      2003 and 2002, respectively                                                  80,924               44,674
   Additional paid-in capital                                                     450,809               97,235
   Accumulated deficit                                                         (5,045,221)          (4,262,790)
                                                                      --------------------  -------------------

      Total Equity                                                             (4,513,488)          (4,120,881)
                                                                      --------------------  -------------------

        Total Liabilities and Equity                                   $          589,528    $       1,344,782
                                                                      ====================  ===================
</TABLE>


              See accompanying notes to these financial statements.
                                      - 2 -


<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002


<TABLE>
<CAPTION>

                                                 Three months ended June 30,          Six months ended June 30,
                                             ------------------------------------ -----------------------------------
                                                   2003               2002              2003              2002
                                             -----------------  ----------------- ----------------- -----------------
                                               (unaudited)           (unaudited)       (unaudited)     (unaudited)
<S>                                           <C>                <C>               <C>               <C>
Revenues
   Revenues                                   $      716,639     $      665,005    $    1,293,871    $    1,192,277
   Costs of revenues                                (411,399)          (369,787)         (760,621)         (750,431)
                                             -----------------  ----------------- ----------------- -----------------

                                                     305,240            295,218           533,250           441,846
                                             -----------------  ----------------- ----------------- -----------------

Operating Expenses
   Salaries and wages                                153,878            126,490           308,803           251,634
   Rent                                               27,714             18,255            64,871            46,524
   General and administrative                        219,351            167,781           634,718           167,781
   Business development                               31,537              3,654            64,883            18,989
   Depreciation and amortization                       5,823              3,853            11,861             6,617
                                             -----------------  ----------------- ----------------- -----------------

      Total Operating Expenses                       438,303            320,033         1,085,136           491,545
                                             -----------------  ----------------- ----------------- -----------------

Other Income (Expense)
   Interest income                                         -                  -               468                 -
   Other income                                       10,556              7,980            17,548            15,960
   Interest expense                                 (123,980)           (27,304)         (239,140)          (45,850)
   Other expense                                        (499)                 -              (499)                -
                                             -----------------  ----------------- ----------------- -----------------

      Total Other Income (Expense)                  (113,923)           (19,324)         (221,623)          (29,890)
                                             -----------------  ----------------- ----------------- -----------------

        Net Loss Before Income Taxes                (246,986)           (44,139)         (773,509)          (79,589)

Provision for Income Taxes                            (7,942)              (200)           (8,922)             (400)
                                             -----------------  ----------------- ----------------- -----------------

        Net Loss                              $     (254,928)    $      (44,339)   $     (782,431)   $      (79,989)
                                             =================  ================= ================= =================

Net loss per share - basic                    $        (0.00)    $        (0.00)   $        (0.01)   $        (0.00)
                                             =================  ================= ================= =================
Net loss per share - diluted                  $        (0.00)    $        (0.00)   $        (0.01)   $        (0.00)
                                             =================  ================= ================= =================

Number of share used in calculation - basic       71,682,167         24,313,665        64,400,223        24,313,665
                                             =================  ================= ================= =================
Number of share used in calculation - diluted     71,682,167         24,313,665        64,400,223        24,313,665
                                             =================  ================= ================= =================


</TABLE>

              See accompanying notes to these financial statements.
                                      - 3 -

<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

<TABLE>
<CAPTION>


                                                                               2003              2002
                                                                          ----------------  ---------------

<S>                                                                       <C>               <C>
Operating Activities:
   Net Loss                                                               $      (782,431)  $     (79,989)
Adjustments to reconcile loss to net cash
provided by (used in) operating activities:
   Depreciation and amortization                                                   11,861           6,617
   Bad debt expense                                                               125,000          13,953
   Other                                                                           (2,090)         (2,589)
   Bond and warrant discount amortization                                          98,660               -
   Common stock issued for services                                               316,324               -

Changes in operating assets and liabilities:
   Accounts receivable - trade                                                     83,389        (151,322)
   Advances to models                                                             113,163         (78,070)
   Prepaid expenses                                                                   (46)              -
   Advances to officer                                                                  -          (5,724)
   Deposits                                                                       (10,000)              -
   Bank overdraft                                                                       -          31,872
   Accounts payable and accrued expenses                                         (204,399)         29,128
   Model fees payable                                                            (106,930)         55,561
   Model reserves                                                                   8,789           4,761
   Taxes payable                                                                      800             200
   Accrued interest on convertible debt and secured line                           84,175          45,650
                                                                          ----------------  ---------------

      Net cash used in operating activities                                      (263,735)       (129,952)
                                                                          ----------------  ---------------

Investing activities:
   Purchases of property and equipment                                             (2,304)         (3,108)
                                                                          ----------------  ---------------

                                                                          ----------------  ---------------

      Net cash used in investing activities                                        (2,304)         (3,108)
                                                                          ----------------  ---------------


   Proceeds from convertible notes payables                                        50,000               -
   Borrowings from secured line of credit                                         594,916         472,804
   Payments on secured line of credit                                            (946,821)       (346,329)
   Exercise of warrants                                                            48,000               -
   Payments on capital lease obligation                                           (11,076)         (1,065)
   Borrowings under bank line of credit                                                 -           1,486
   Payments under bank line of credit                                              (2,049)         (1,562)
   Proceeds from notes payable                                                    145,000               -
   Payments on notes payable                                                     (110,000)              -
   Advances from shareholders                                                      93,788           1,905
   Payments on advances from shareholders                                         (32,000)              -
                                                                          ----------------  ---------------

      Net cash provided by (used in) financing activities                        (170,242)        127,239
                                                                          ----------------  ---------------
</TABLE>

                                   (continued)

              See accompanying notes to these financial statements.
                                      - 4 -


<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002



<TABLE>
<CAPTION>
                                                                 2003         2002
                                                              ---------    ---------

<S>                                                            <C>            <C>
      Increase (Decrease) in cash and cash equivalents         (436,281)      (5,821)

Cash and cash equivalents, beginning of period                  503,422        5,821
                                                              ---------    ---------


Cash and cash equivalents, end of period                      $  67,141    $      --
                                                              =========    =========


Supplemental disclosures of cash flow information:
   Cash paid during the period for

      Interest                                                $  11,555    $   8,988
                                                              =========    =========

      Taxes                                                   $      --    $      --
                                                              =========    =========

Supplemental schedule of non-cash financing activities

   Value of convertible benefit feature on convertible debt      $8,824    $      --
                                                              =========    =========

</TABLE>

              See accompanying notes to these financial statements.
                                      - 5 -

<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003






1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.       General Description of Business

Famous Fixins,  Inc. ("FIXN") was incorporated on February 9, 1984, in the State
of Utah.  Through May 15, 2002, the date of its operating asset sale, FIXN was a
promoter  and  marketer of  celebrity  endorsed  consumer  products  for sale in
supermarkets,  other retailers and over the Internet.  FIXN developed,  marketed
and sold licensed consumer products based on the diverse professional,  cultural
and ethnic  backgrounds  of various  celebrities.  FIXN entered  into  licensing
agreements with high profile  celebrities and created consumer  products,  which
included various product lines  consisting of salad  dressings,  candy products,
cosmetic products,  adhesive bandages and other novelty products endorsed by the
licensors.  FIXN sold  directly to consumers  and utilized a network of consumer
products  brokers to distribute  its products  throughout  the United States and
Canada.  Third party  manufacturers  produced FIXN's various consumer  products.
Effective May 15, 2002,  FIXN became a shell company that had  discontinued  its
operations and had no operating revenues subsequent to that date.

On December 27, 2002, FIXN merged with Warning Model Management, LLC ("WAMM"), a
California limited liability company.

In March 2003, the Company filed a Proxy Statement with the Securities  Exchange
Commission (SEC) to change its name to Warning Model Management,  Inc.,  ("WNMI"
or "the Company") and to increase the authorized  shares from 200 million to 800
million. In May 2003, the name change was approved.

Warning Model  Management,  LLC, was  established  in September  1998 to provide
high-quality  fashion models to the Southern  California  market. Los Angeles is
one of the premier  locations  for the  creation of fashion  advertisements  and
television  commercials,  with WAMM  being one of Los  Angeles's  premier  model
management companies.

The Company's current clients include major fashion companies,  major department
stores and major fashion magazines.


B.       Basis of Presentation and Organization

On May 15, 2003,  the  registrant  (the  "company") has changed the Company name
from Famous  Fixins,  Inc. to Warning Model  Management,  Inc. and  concurrently
changed the Company's OTCBB trading symbol from "FIXN" to "WNMI".

Effective December 27, 2002, the Company acquired Famous Fixins,  Inc., (trading
symbol: FIXN) through a reverse merger.


                                       6
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

B.       Basis of Presentation and Organization (continued)

The application of reverse  takeover  accounting,  resulted in the  consolidated
financial  statements  being issued  under the name of the legal parent  (Famous
Fixins,  Inc.), but are a continuation of the financial  statements of the legal
subsidiary,  (Warning Model Management,  LLC), and not of the legal parent.  The
control of the assets and business of Famous Fixins, Inc., is deemed acquired in
consideration  for the issue of additional  capital by Warning Model Management,
LLC.

These  unaudited  consolidated  financial  statements  represent  the  financial
activity of Warning Model Management,  Inc. and its subsidiaries.  The financial
statements for the three months ended March 31, 2003 and 2002 have been prepared
in  accordance  with  generally  accepted  accounting  principles in the US. The
financial  statements  and notes are  representations  of the management and the
Board of Directors who are responsible for their integrity and objectivity.

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
in accordance with the  instructions to Form 10-QSB and Rule 10-01 of Regulation
S-X. Accordingly, the financial statements do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  For  further  information,   refer  to  consolidated  financial
statements  and  footnotes  thereto for the fiscal  quarter ended June 30, 2003,
included herein. The consolidated  financial  statements include the accounts of
the Company and its majority-owned subsidiaries.  All inter-company transactions
were eliminated. The Company's fiscal year ends on December 31 each year.

The results of operations for such periods are not necessarily indicative of the
results  expected  for  the  full  fiscal  year or for any  future  period.  The
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements and related notes included in the Company's  Annual Report
on Form 10-KSB for the fiscal year ended December 31, 2002.


CONSOLIDATION POLICY

The accompanying  consolidated  financial statements include the accounts of the
Company and its majority-owned subsidiary corporations, after elimination of all
material  inter-company  accounts,  transactions  and profits.  These  financial
statements consolidate the accounts of the WNMI and it subsidiaries.


                                       7
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

GOING-CONCERN ISSUES ARISING FROM RECURRING LOSSES AND CASH FLOW PROBLEMS

As shown in the  accompanying  Financial  Statements,  the Company has  incurred
recurring losses from operations, and as of June 30, 2002, the Company's current
liabilities  exceeded its current assets by $1,632,188 and its total liabilities
exceeded its total assets by  $2,350,745.  These  factors  raise doubt about the
Company's  ability to  continue  as a going  concern.  Management  has been able
obtain  additional  financing  through the issuance of debt.  In  addition,  the
Company has  instituted  more efficient  management  techniques and continues to
attract and add new models and clients.  Management  believes these factors will
contribute toward achieving profitability. The accompanying Financial Statements
do not include any adjustments  that might be necessary if the Company is unable
to continue as a going concern.


C.       Cash and Cash Equivalents

For purposes of cash flows, the Company considers all highly liquid  investments
purchased with a maturity of three months or less to be cash equivalents,  those
with original  maturities  greater than three months and current maturities less
than  twelve  months  from the  balance  sheet  date are  considered  short-term
investments,  and those with  maturities  greater  than  twelve  months from the
balance sheet date are considered long-term investments.

The Company invests excess cash in high quality  short-term  liquid money market
instruments with maturities of three months or less when purchased.  Investments
are made only in  instruments  issued by or enhanced by high  quality  financial
institutions. The Company has not incurred losses related to these investments.


CONCENTRATION OF CASH

The Company at times maintains cash balances in excess of the federally  insured
limit of $100,000 per institution.  There were no balances at June 30, 2003 that
exceeded  $100,000,  and the  uninsured  balances  at  December  31,  2002  were
$503,000.


D.       Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the  recognition of deferred tax assets and  liabilities for the expected future
tax  consequences of events that have been included in the financial  statements
or tax returns. Under this method,  deferred income taxes are recognized for the
tax consequences in future years of differences  between the tax bases of assets
and liabilities and their financial  reporting  amounts at each period end based
on

                                       8
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D.       Income Taxes (continued)

enacted tax laws and statutory tax rates  applicable to the periods in which the
differences  are expected to affect  taxable  income.  Valuation  allowances are
established,  when  necessary,  to reduce  deferred  tax  assets  to the  amount
expected to be  realized.  The  provision  for income taxes  represents  the tax
payable for the period and the change  during the period in deferred  tax assets
and liabilities.

Until  December  27,  2002,  the Company  operated as a privately  held  limited
liability company. Therefore, the Company's taxable income or loss was allocated
to  members  in  accordance   with  their   respective   percentage   ownership.
Accordingly, provision or liability for income taxes included in these financial
statements is attributable to California  minimum  franchise tax of $800 for the
period starting January 1, 2002, to December 27, 2002. The Company is subject to
the California  limited  liability  company fee, which is based on the Company's
revenues.  The  Company is also  subject  to New York  State and City  franchise
taxes.


E.       Revenue Recognition

The Company's revenues are derived from two sources.

The Company's primary source of revenue is from model services provided to print
media.  Revenue for print media is recorded  when the models have  completed the
fashion  shoot.  The revenue is recorded at gross  billings,  which includes all
agency  fees.  Costs of  revenues  consist  of  payments  due to the  models for
services  rendered and expenses and costs  incurred for models in performance of
those services.

The second source of revenue is from commissions on payments  received by models
and actors for  appearing  in  television  and cable  commercials.  The  Company
records a commission of 10% to 15% of the payment when cash is received.


F.       Advertising Costs

All advertising costs are expensed as incurred.

                                       9

<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

G.       Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make 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.

Management   makes  estimates  that  affect  reserves  for  doubtful   accounts,
depreciation  and  reserves  for any other  commitments  or  contingencies.  Any
adjustments  applied  to  estimates  are  recognized  in the year in which  such
adjustments are determined.


H. Segments of an Enterprise and Related Information

The Company follows SFAS No. 131,  "Disclosures  about Segments of an Enterprise
and  Related  Information."  SFAS  No.  131  requires  that  a  public  business
enterprise  (optional for a private enterprise) report financial and descriptive
information  about its reportable  operating  segments on the basis that is used
internally  for  evaluating  segment  performance  and  deciding how to allocate
resources to segments. Currently, the Company operates in only one segment.


I.       Business Risks and Credit Concentrations

The Company operates in the high-end fashion modeling industry segment, which is
rapidly  evolving  and highly  competitive.  The  Company  relies on the clients
engaging its models.  There can be no assurance that the Company will be able to
continue to provide models to support its operations.

Accounts receivable are typically unsecured. The Company performs ongoing credit
evaluations  of its customers'  financial  condition.  It generally  requires no
collateral  and  maintains  reserves  for  potential  credit  losses on customer
accounts, when necessary.

The  Company  advances  funds to its models and talent for  preparing  model and
talent portfolios,  prints, delivery, travel costs, and other costs. The Company
evaluates  these  advances from time to time and sets up a reserve  against such
advances.


                                       10

<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

J.       Recent Accounting Pronouncements

In December  2002,  the FASB issued SFAS  No.148,  "Accounting  for  Stock-Based
Compensation - Transition and  Disclosure."  This statement  amends SFAS No.123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition for a voluntary change to the fair  value-based  method of accounting
for stock-based employee compensation. Pursuant to SFAS No.123, the Company will
continue to show pro forma disclosure related to the expense attributable to the
fair market value of stock options granted to employees.


K        Advances to Models

The  Company  pays  bills on  behalf  of  models  for the  preparation  of their
professional  modeling  portfolios  and for travel costs.  These amounts have no
specific repayment terms, but management expects repayment within one year.


L.       Receivables

Accounts receivable are typically unsecured. The Company performs ongoing credit
evaluations  of its customers'  financial  condition.  It generally  requires no
collateral  and  maintains  reserves  for  potential  credit  losses on customer
accounts when necessary

The Company establishes an allowance for uncollectible trade accounts receivable
based  on  historical   collection   experience  and  management  evaluation  of
collectibility of outstanding accounts receivable.


M.       Basic and Diluted Net Earnings Per Share

Basic net earnings  (loss) per common share is computed by dividing net earnings
(loss)  applicable  to common  shareholders  by the  weighted-average  number of
common shares  outstanding  during the period.  Diluted net earnings  (loss) per
common share is determined  using the  weighted-average  number of common shares
outstanding during the period,  adjusted for the dilutive effect of common stock
equivalents,  consisting  of shares that might be issued upon exercise of common
stock options. In periods where losses are reported, the weighted-average number
of common shares outstanding  excludes common stock  equivalents,  because their
inclusion would be anti-dilutive.



                                       11
<PAGE>


                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

N.       Comprehensive Income (Loss)

Comprehensive income consists of net income and other gains and losses affecting
shareholders'  equity that, under generally accepted  accounting  principles are
excluded from net income in accordance  with  Statement on Financial  Accounting
Standards No. 130, "Reporting Comprehensive Income." The Company,  however, does
not have any  components of  comprehensive  income (loss) as defined by SFAS No.
130 and  therefore,  for the three and six months  ended June 30, 2003 and 2002,
comprehensive  income (loss) is equivalent to the Company's  reported net income
(loss).



2.       INCOME TAXES

Until  December 27, 2002,  the Company had chosen to be treated as a partnership
for federal and state income tax  purposes.  A  partnership  is not a tax paying
entity for federal or state income tax purposes.  Accordingly, no federal income
tax expense has been  recorded in the  statements.  All income or losses will be
reported on the individual  members' income tax returns.  The Company is subject
to a minimum franchise tax in California.

At June 30, 2003, FIXN has available  approximately  $1,005,000 in net operating
loss  carryforwards  available to offset future  federal and state income taxes,
respectively,  which expire through 2021. Realization is dependent on generating
sufficient  taxable income prior to expiration of the loss  carryforwards.  This
and other  components of deferred tax asset accounts are described  above. As of
June 30, 2003, the Company has provided a valuation  allowance to reduce its net
deferred  tax asset to zero.  The amount of the  deferred  tax asset  considered
realizable, however, can be revised in the near term based upon future operating
conditions during the carryforward period.

The provision for income taxes consists of state franchise  taxes.  The expected
combined  federal and state income tax benefit of  approximately  45% is reduced
predominately by the valuation  allowance  applied to such benefits.  The use of
loss carryforwards  from FIXN of approximately  $1,005,000 is limited because of
the change of greater than 50% in the ownership of its stock  resulting from the
merger.


                                       12
<PAGE>
                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003



3.       FINANCING AGREEMENT

The Company has a secured  asset-borrowing  program with a financial institution
to  collateralize,  with recourse,  certain  eligible trade  receivables up to a
maximum percentage of 80% of the net amounts of each receivable.  As receivables
collateralized  to the  financial  institution  are  collected,  the Company may
transfer additional receivables up to the discretion of the lending institution.
he Company  retains  the right to recall  collateralized  receivables  under the
program, and the receivables are subject to recourse. Therefore, the transaction
does not  qualify as a sale under the terms of  Financial  Accounting  Standards
Board  Statement  No. 125  (Accounting  for Transfers and Servicing of Financial
Assets and  Extinguishments  of Liabilities).  Included in the Balance Sheets as
receivables  at June 30,  2003,  and December  31,  2002,  are account  balances
totaling $19,787 and $352,458 of uncollected  receivables  collateralized to the
financial institution.



4.       LINE OF CREDIT

The  Company  has an  unsecured  line of  credit  agreement  with a bank,  which
provides that it may borrow up to $50,000 at the interest rate of 12% per annum.
At June 30, 2003 and  December  31,  2002,  $48,987 and  $51,036  were  borrowed
against the line of credit.  The line of credit is renewable  annually by mutual
agreement of the parties.



5.       EQUITY

In January 2003, the Company issued  11,000,000  shared of its registered common
stock,  having a market value of $110,000,  to three individuals in lieu of cash
compensation for services rendered.

In February 2003, the holder of 4% convertible  debentures  converted $25,500 of
principal into 5,000,000 shares of the Company's common stock.

In April 2003, the Company  issued  4,250,000  shared of its  registered  common
stock,  having a market  value of $42,500 to three  individuals  in lieu of cash
compensation for legal and management consulting services rendered.

In May 2003, the Company issued 5,000,000 shared of its registered common stock,
having  a  market  value  of  $50,000,  to  three  individuals  in  lieu of cash
compensation for services rendered.

In June 2003,  the Company  issued  5,000,000  shared of its  registered  common
stock,  having a market value of $50,000,  to three  individuals in lieu of cash
compensation for services rendered.

                                       13
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


5.       EQUITY (CONTINUED)

In April 2003, the Company issued to a consultant warrants to purchase 6,000,000
shares of its common  stock at an  exercise  price of $0.008 per share under the
terms of a consulting  agreement.  In April 2003, this warrant holder  exercised
the warrant to purchase 6,000,000 shares of common stock for $48,000.



6. RELATED PARTY TRANSACTIONS

MR. STEVE CHAMBERLIN

Mr. Steve Chamberlin, Director and President of the Company, has advanced monies
to the Company.  The Company repaid to Mr.  Chamberlin  $3,323 in 2002 for these
advances.

At June 30, 2003, the Company has advances to Mr.  Chamberlin  totaling $28,040.
These advances are due on demand and are non-interest-bearing. These advances to
Mr.  Chamberlin were made by the Company prior to its merger with Famous Fixins,
Inc.


TRANSACTIONS WITH SHAREHOLDERS

Two  shareholders  advanced a total of $52,000 to the Company  during 2002.  The
Company  repaid  $32,000 of these  advances in January  2003.  The  advances are
non-interest bearing.

During the six  months  ended June 30,  2003,  shareholders  advanced a total of
$93,788, which are due on demand and bear 8% interest per annum.



7.       COMMITMENTS AND CONTINGENCIES

A.       Legal

The Company is periodically involved in legal actions and claims that arise as a
result of events that occur in the normal course of  operations.  The Company is
not currently aware of any legal proceedings or claims that the Company believes
will have,  individually or in the aggregate,  a material  adverse effect on the
Company's financial position or results of operations.


                                       14
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


7.       COMMITMENTS AND CONTINGENCIES (CONTINUED)

B.       Operating Leases

The  Company's  principal  executive  offices  relocated  to a 3,479 square foot
facility at 9440 Santa Monica Boulevard, Suite 400, Beverly Hills, CA 90210. The
Company leases the facility under a 60-month  agreement that terminates on April
30, 2005,  with the option to renew for an additional six months.  The aggregate
rental  cost for the six months  ended June 30,  2003 and 2002 was  $64,871  and
$46,524 respectively. All operations were performed at this facility.

The Company also leases office  equipment under an open-ended  operating  lease.
The aggregate monthly rental (exclusive of sales tax) is $621 per month.

In March 2000, the Company leased an automobile under a 36-month  non-cancelable
operating lease  agreement.  The Company is obligated to pay $376 per month. The
lease expired in March 2003

In  September   2002,  the  Company  leased  an  automobile   under  a  36-month
non-cancelable operating lease agreement. The Company is obligated to pay $1,392
per month.

In  November  2002,   the  Company   leased  an  automobile   under  a  40-month
non-cancelable  operating lease agreement.  The Company is obligated to pay $422
per month.


C.       Contingent Liability

On May 15, 2002, FIXN completed a transaction  pursuant to a Settlement of Debts
and Asset  Purchase  Agreement,  dated  March 29,  2002,  with  Starbrand,  LLC,
pursuant to which FIXN divested all of its operations and sold substantially all
of its assets and certain specified  liabilities to Starbrand,  LLC, in exchange
for  cancellation  of  $450,000  of  outstanding  4%,   $1,500,000   convertible
debentures.  FIXN is  contingently  liable for the  payment  of the  liabilities
transferred aggregating approximately $200,000. This contingent liability became
part of WNMI upon  completion  of the merger.  No claim has been made  regarding
these liabilities as of June 30, 2003, and management believes that it is remote
that any claim may arise,  thus no reserve is necessary.  FIXN and  subsequently
WNMI



8.       MERGER OF FAMOUS FIXINS AND WARNING MODEL MANAGEMENT, LLC

On December 27, 2002, the Company completed the merger with Famous Fixins, Inc.,
("FIXN"), a public shell company traded on the NASDAQ Over-the-Counter  Bulletin
Board, by acquiring 54% of the outstanding capital stock of FIXN.

The merger of WAMM,  an operating  company,  with FIXN, a  non-operating  public
shell  company  with  nominal  assets,  is treated as a capital  transaction  in
substance  rather  than  a  business  combination.  Therefore,  no  goodwill  or
intangible assets are recorded.


                                       15
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


8.       MERGER OF FAMOUS FIXINS AND WARNING MODEL MANAGEMENT, LLC (CONTINUED)

The following (unaudited) pro forma consolidated results of operations have been
prepared as if the merger with FIXN, Inc. had occurred at January 1, 2002:

<TABLE>
<CAPTION>
                                                              June 30, 2003          June 30, 2002
                                                            ------------------     ------------------
<S>                                                         <C>                    <C>
        Net revenues                                        $      1,293,871       $      1,192,277
        Operating expenses                                         1,085,136                491,545
        Net loss                                                    (782,431)              (187,809)

        Net loss per share - basic and diluted              $           (0.01)     $          (0.00)
</TABLE>

The pro forma  information is presented for  informational  purposes only and is
not necessarily indicative of the results of operations that actually would have
been  achieved  had the  merger  been  consummated  as of that  time,  nor is it
intended to be a projection of future results.



9.       NOTES PAYABLE

Notes payable at June 30, 2003, and December 31, 2002, consist of the following:
<TABLE>
<CAPTION>

                                                                   2003               2002
                                                              ---------------    ---------------
<S>                                                          <C>                <C>
       10% note payable - private party.  Interest payable       $    48,783       $     48,783
       or accruing monthly, due on demand.
       10% note payable - private party.  Interest payable
       or accruing monthly, due on demand.                           105,000                  -
       Notes Payable - private party, $8,000 premium, due
       in June 2003                                                   48,000                  -
       Note payable - private party, $6,000 fixed interest,
       due January 2003, unsecured.                                        -             30,000
       Note Payable - private
       party
       Non-interest-bearing note payable - private party,
       due December 2002, unsecured.                                       -             88,000

                                                                 ------------       ------------
       Total notes payable at December 31                        $    201,783       $   166,783
                                                                 ============       ============
</TABLE>

In March 2003, the Company  obtained  short-term  debt financing of $40,000 from
Filter International, plus an $8,000 premium.

In May 2003, the Company obtained  short-term debt financing of $105,000 from an
unrelated party. The lender is a holder of its 10% convertible debentures.

                                       16
<PAGE>


                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003

10.      CONVERTIBLE DEBENTURES & PROMISSORY NOTES

4% CONVERTIBLE DEBENTURES PAYABLE

On October 27, 2000, FIXN entered into an agreement with the three investors for
the issuance of $1,500,000 4% Convertible  Debentures  and 250,000  warrants for
shares of FIXN's common stock. Under the terms of the agreement,  the $1,500,000
principal  amount of the 4%  debentures  was issued for cash of $500,000 and the
surrender of the outstanding  $1,000,000 of 0% Convertible  Debentures described
above.  The entire issue of the $1,500,000 4% Convertible  Debentures was due on
August 7, 2001, with a 5% premium on principal, plus accrued interest. Effective
May 15, 2002, FIXN was relieved of $450,000 of the outstanding principal and the
premium  of  $75,000  as a result  of the  asset  sale to  Starbrand,  LLC.  The
debentures are convertible  into common stock commencing on the maturity date at
a conversion  price of the lesser of $.054 per share or an amount computed under
a formula,  based on the  discounted  average of the lowest bid prices  during a
period preceding the conversion date.

The  conversion  of the 4%  debentures  into  common  shares is  subject  to the
condition  that,  no  debenture  holder may own an  aggregate  number of shares,
including  conversion shares, which is greater than 9.9% of the then outstanding
common stock.  Other  provisions of the agreement  include  default,  merger and
common stock sale  restrictions on FIXN. The debenture holders may cause FIXN to
redeem  debentures,  with interest and a 30% payment premium,  from up to 50% of
the net  proceeds  received  under an equity line of credit type of agreement or
other permitted  financing.  The equity line of credit agreement was a condition
to the  October  27,  2000,  4%  Convertible  Debenture  and  Warrants  Purchase
Agreement.

Interest  on the 4%  convertible  debentures  is  payable  semi-annually  and is
convertible into common stock at the investors'  option.  Due to the non-payment
of interest in fiscal year 2000, the debenture holders had the right to consider
the debentures as immediately due and payable.

In July 2002, FIXN issued an additional  $100,000 of 4% convertible  debentures.
These  debentures are due in July 2003 and are classified as current.  The notes
have a $5,000 premium due at maturity.

Based upon a debenture conversion price being 85% of the average of the five (5)
lowest closing bid prices of the Common Stock during the twenty-two (22) Trading
Days preceding the applicable Conversion Date. The beneficial conversion feature
of these  debentures  issued was  $17,674,  and the amount was  credited  in the
accounts of FIXN as additional paid in capital.  The amount  attributable to the
beneficial  conversion  feature  is  amortized  over the term of the loan and is
included as a component of interest expense.

The financial  statements as of June 30, 2002,  reflect the remaining  principal
amount  of the 4%  debentures,  less  the  unamortized  bond  discount.  The net
carrying value is $1,233,521.  Interest on the  indebtedness  is accrued through
June 30, 2003.


                                       17

<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


10.      CONVERTIBLE DEBENTURES & PROMISSORY NOTES (CONTINUED)

5% CONVERTIBLE DEBENTURES PAYABLE

The 5% Debenture  holders are entitled to convert,  at any time,  any portion of
the  principal of the 5%  Debentures  to common stock at a conversion  price for
each share at the lower of (a) 80% of the market price at the conversion date or
(b)  $0.55.  The 5%  Debentures  include  an  option  by  FIXN to  exchange  the
Debentures for Convertible Preferred Stock.

The following  summarizes the  outstanding  balance of the 5% Debentures at June
30, 2003 and December 31, 2002:
<TABLE>
<CAPTION>

                                                                      2003            2002
                                                                 -------------    ----------
<S>                                      <C>                     <C>              <C>
         Outstanding principal amount of 5% debentures           $    33,975      $   33,975
         Less unamortized discount for warrants issued                     -              (9)
                                                                 -------------    ----------

         Carrying amount                                         $    33,975      $   33,966
                                                                 =============    ==========
</TABLE>


10% CONVERTIBLE DEBENTURES PAYABLE

On December 30, 2002, the Company issued $500,000 in new three-year  convertible
debentures with an interest rate of 10%, payable quarterly. These debentures are
convertible  into the Company's  common stock at 85% of the average of the three
lowest  closing  prices  during the 20 days prior to the  conversion.  The notes
mature in December 2005, and are classified as long-term.

Based upon a debenture conversion price being 85% of the average of the five (5)
lowest closing bid prices of the Common Stock during the twenty-two (22) Trading
Days preceding the applicable Conversion Date. The beneficial conversion feature
of these  debentures  issued was  $88,235,  and the amount was  credited  in the
accounts  as  additional  paid  in  capital.  The  amount  attributable  to  the
beneficial  conversion  feature  is  amortized  over the term of the loan and is
included as a component of interest expense. In conjunction with the issuance of
the convertible  debentures,  the Company issued Common Stock Purchase  Warrants
(collectively  the Note Warrants) to purchase  1,000,000 shares of the Company's
common  stock,  par value  $00.01 per share (the Common  Stock),  at an exercise
price of $0.01 per share, and are immediately exercisable.  Total funds received
of $500,000  were  allocated  $9,000 to the Note  Warrants  and  $491,000 to the
Notes.  The total value  allocated  to the Note  Warrants is being  amortized to
interest expense over the term of the Notes.

In  January  2003,  the  Company  received  aggregate  proceeds  of  $50,000  in
connection  with the  issuance of a 10% $50,000  convertible  debenture,  due in
2006.  The lender,  an unrelated  party,  is a current  holder of a note payable
issued by the Company.  The convertible benefit feature value was $8,824, and it
is amortized over the term of the note.


                                       18
<PAGE>


                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003

10.      CONVERTIBLE DEBENTURES & PROMISSORY NOTES (CONTINUED)

The financial  statements as of June 30, 2003,  reflect the remaining  principal
amount of the 10% debentures, less the unamortized bond discount attributable to
the beneficial  conversion  feature and the warrants.  The net carrying value is
$448,309. Interest on the indebtedness is accrued through June 30, 2003.


CONVERTIBLE  NOTES  PAYABLE DUE TO CERTAIN  SHAREHOLDERS  AND FORMER  MEMBERS OF
WARNING MODEL MANAGEMENT, LLC

The merger of Warning Model  Management,  LLC, and FIXN resulted in FIXN issuing
to the  certain  members  of  Warning  Model  Management,  LLC an  aggregate  of
$2,900,000 principal amount of 4% convertible debentures due December 27, 2004.

The terms of the  debentures  require that interest be paid on the principal sum
outstanding  semi-annually  in arrears at the rate of 4% per annum accruing from
the date of initial  issuance.  Accrual of interest  shall commence on the first
business  day to occur after the date of initial  issuance  and  continue  until
payment  in full  of the  principal  sum has  been  made or duly  provided  for.
Semi-annual  interest payments shall be due and payable on December 1 and June 1
of each year,  commencing  with June 1, 2003. The Company will pay the principal
of and any accrued but unpaid  interest due upon this  Debenture on the Maturity
Date.

The Holders of these  Convertible  Debentures are entitled,  at their option, to
convert at any time,  the  principal  amount of this  Debenture  or any  portion
thereof, plus, at the Holder's election,  any accrued and unpaid interest,  into
shares of Common  Stock of the Company  (the common  stock of the  Company,  the
"Common Stock" and shares of Common Stock so converted, the "Conversion Shares")
at a conversion price for each share of Common Stock ("Conversion  Price") equal
to the lesser of (i) $0.05 (the "Set Price")  (subject to  adjustment  for stock
splits and the like), and (ii) 85% of the average of the five (5) lowest closing
bid prices of the Common Stock during the twenty-two (22) Trading Days preceding
the applicable Conversion Date.

Based upon a  debenture  conversion  price  being  either the lesser of 0.05 per
share or 85% of the  average  of the five (5) lowest  closing  bid prices of the
Common Stock during the  twenty-two  (22) Trading Days  preceding the applicable
Conversion Date. The beneficial  conversion feature of the $2,900,000 debentures
issued was  $511,765,  and the amount was  credited  in the  accounts of FIXN as
additional paid in capital. The amount attributable to the beneficial conversion
feature is amortized over the term of the loan and is included as a component of
interest expense.

The financial  statements as of June 30, 2003,  reflect the remaining  principal
amount of the 4% debentures to shareholders, less the unamortized bond discount.
The net carrying value is $2,473,295.  Interest on the  indebtedness  is accrued
through June 30, 2003.

                                       19
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2003


11.      EQUITY DRAWDOWN FACILITY

In December 2002, the Company signed a letter of intent with a third party,  who
has  provided  debt  financing  to the  Company,  to provide an equity  drawdown
facility of up to $2,000,000.  As of June 30, 2003, the Company has not utilized
this equity financing facility.



12.      SUBSEQUENT EVENTS

In July 2003,  the Company  obtained  $300,000 in debt  financing in the form of
short-term notes bearing 18% interest per annum.


                                       20
<PAGE>



                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                                  JUNE 30, 2003





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


GENERAL


Plan of Operation

         Short-term Objectives:

          o    Continue to expand  revenue  through  organic  growth of existing
               business lines;

          o    Source and develop new talent in both male and female models.

          o    Seek  additional  financing  so as to provide  capital to rapidly
               growing  components  of the  organization,  such  as  the  Talent
               Division.

         Long-term Objectives:

          o    Continue business expansion through acquisition,  merger or joint
               venture with modeling  agencies located in other geographic areas
               to provide  economy of scale,  incremental  revenue  and a larger
               talent pool;

          o    Acquire  complementary product lines to provide a broader service
               offering  for  customers,  expand  modeling  careers  and revenue
               sources.

We have no expected or planned sale of significant property or equipment.

In our opinion  sufficient  working  capital  will be  available  from  internal
operations  and from  outside  sources  during the next  twelve  months  thereby
enabling us to meet our  obligations  and commitments as they become payable for
the  following  reasons:  1) We have  signed a  letter  of  intent  for a credit
facility,  and we will be  doing a  registration  statement  for the  underlying
shares shortly, 2) We are in process of negotiating with a financial institution
a credit line, and 3) $2,900,000 of our debt is with  management.  Additionally,
historically,   our  operations  have  provided  sufficient  funds  to  met  our
obligations and commitments as they became payable.

Excluding any potential  acquisition,  our work force is expected to stay at the
same level.
In our opinion  sufficient  working  capital  will be  available  from  internal
operations  and from  outside  sources  during the next  twelve  months  thereby
enabling us to meet our  obligations  and  commitments  as they become  payable.
Historically,   our  operations  have  provided  sufficient  funds  to  met  our
obligations and commitments as they became payable.



                                       21
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                                  JUNE 30, 2003


RESULTS OF OPERATIONS

SIX MONTHS ENDED JUNE  30, 2003 COMPARED TO JUNE  30, 2002

Revenue for the six months period ended June30, 2003 was $ 1,293,871 is compared
to $ 1,192,277  for the same period in 2002,  or an increase of $ 101,594 as the
result of an increase in the company's  Model fees and  Commercial  commissions.
The increase in Model fees and Commercial  commissions is in direct relationship
to the increase in number of the Models with us.

Gross  profit  for the six months  period  ended  June30,  2003 was $ 533,250 as
compared to $ 441,846  for the same period in 2002,  or an increase of $ 91,404.
This increase in gross profit was  attributable  mainly to the increase in Model
fee revenues and an expanded commercial's commission.

Operating  expenses  for the six  months  period  ending  June 30,  2003  were $
1,085,136  as compared to $ 491,545 for the same period in 2002,  or an increase
of $ 593,591. The increase in operating expenses were mainly attributable to: 1)
an increase in salaries  and wages of $ 57,169 due to an increase in head count;
2) an increase in rent of $ 18,347 due to move to a larger office  space;  3) an
increase in general and  administrative  of $ 466,937 which was mainly due to an
increase  in bad  debts of $  90,441  and  consulting  fees of $  286,483  4) an
increase business development of $ 45,894 and 5) an increase in depreciation and
amortization of $ 5,244

Interest expense was $ 239,140 for the six months period ending June 30, 2003 as
compared to $ 45,850 for the same  period in 2002,  or an increase of $ 193,290.
The increase in interest expense in 2003 was primarily an increase in the use of
our secured line of credit and loans payable

Other  income was $ 17,548 for the six months ended June 30, 2003 as compared to
$15,960 for the same period  ending June 30, 2002.  The increase in other income
is mainly due to other miscellaneous income of $ 1,588.

The net (loss) for the Company for the six month  period ended June 30, 2003 was
$  (782,431)  compared to $ (79,988)  for the year ending June 30,,  2002 for an
increase of $ 702,442.

Net change in cash used in operating activities for the six months period ending
June 30,, 2003 was  ($263,735)  versus  ($129,952) for the period ended June 30,
2002 for an increase of $ 133,783. This change in cash from operating activities
was principally due to an increase in loss of $ 702,442, an increase in accounts
payable of $ 237,539 offset by an increase in bad debt expense of $ -0-,  common
issued  for  services  of  $316,324,  increase  in account  receivable  trade of
$237,539,  and  increase in  advances  to models of $113,163  and an decrease in
model fee payable of $ 106,930

Net cash provided by (used in) investing  activities  was ($2,304) and 3,108 for
the six months period ending June 30, 2003 and 2002,  respectively.  This change
is due to an increase in property and equipment.

Net cash provided by financing  activities  was  ($170,242) and $127,239 for the
six months  period  ending June 30, 2003 and 2002,  respectively,  reflecting  a
change of ($ 297,481). This decrease was principally due to payments made on the
secured line of credit of $946,821, payments on notes payable of $110,000 offset
by proceeds  from  convertible  notes  payable of $50,000,  proceeds  from notes
payable of $145,000,  borrowings from the secured line of credit of $594,916 and
miscellaneous items of $ 30,576.


                                       22
<PAGE>
                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                                  JUNE 30, 2003


LIQUIDITY AND CAPITAL RESOURCES

WNMI's revenues have been insufficient to cover operating  expenses.  Therefore,
WNMI has been  dependent on private  placements of its common stock and issuance
of convertible notes in order to sustain operations.  In addition,  there can be
no  assurances  that the proceeds from private or other capital will continue to
be available,  or that revenues will increase to meet WNMI's cash needs, or that
a sufficient  amount of WNMI's common stock or other  securities  can or will be
sold or that any common  stock  purchase  options/warrants  will be exercised to
fund the operating needs of WNMI.

Over the next twelve  months an  addition of $400,000  will be needed to sustain
the business.  Management is of the opinion that sufficient working capital will
be obtained from  operations and external  financing to meet WNMI's  liabilities
and commitments as they become  payable.  WNMI has in the past relied on private
placements  of common  stock  securities,  and loans from  private  investors to
sustain  operations.  However, if WNMI is unable to obtain additional funding in
the  future,  it may be forced to  curtail  or  terminate  operations.  A recent
financing  has been  obtained see Note 12,  Subsequent  Events,  of the notes to
financial statements.


ITEM 3.  CONTROLS AND PROCEEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

   Within  the 90 days  prior to June  30,  2003,  the  Company  carried  out an
   evaluation of the effectiveness of the design and operation of its disclosure
   controls and procedures pursuant to Exchange Act Rule 13a-14. This evaluation
   was done under the  supervision and with the  participation  of the Company's
   President  and Chief  Financial  Officer.  Based upon that  evaluation,  they
   concluded that the Company's disclosure controls and procedures are effective
   in gathering,  analyzing  and  disclosing  information  needed to satisfy the
   Company's disclosure obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

   There were no significant  changes in the Company's  internal  controls or in
   its factors that could  significantly  affect those  controls  since the most
   recent evaluation of such controls.

                                       23
<PAGE>

                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                                  JUNE 30, 2003


                           PART II. OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On January  7,  2003,  we issued an  aggregate  of  $50,000  of 10%  convertible
debentures due in 2004 to an investor. The debenture accrues interest at 10% per
annum. The holder has the right to convert the debentures in to common shares at
any time  through  maturity at a  conversion  price of 85% of the average of the
lowest three trading  prices during the 20 trading days preceding the conversion
date.

On February 6, 2003, the holder of a 10% convertible debenture issued by FIXN on
October 27,  2000,  elected to  partially  convert,  $25,500 of the  outstanding
principal  amount of the debentures,  into 5,000,000 shares of our common stock.
The shares were issued using the exemption provided by Rule 144k..

On March 5, 2003, we issued a $48,000  promissory note to Filter  International,
LTD. For funds loaned to us.

On March 5, 2003,  we issued a $20,000  promissory  note to Peter Benz for funds
loaned to us.

On April 4th and on April 15, 2003 we issued  promissory  notes for $10,000 each
date to George Furla for funds loaned to the Company.

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

The following  actions were taken pursuant to the written  consent of a majority
of our  shareholders,  dated March 10, 2003, in lieu of a special meeting of the
shareholders. The following actions became effective on or about April 10, 2003:

1.   Amendment of our  certificate of  incorporation  to change the Company name
     from  Famous  Fixins,   Inc.  to  Warning  Model   Management,   Inc.,  and
     concurrently to change the Company's OTCBB trading symbol.

2.   Amendment of our  Certificate of  Incorporation  to increase the authorized
     number of shares of our common stock from 200,000,000 to 800,000,000.

3.   The ratification of the appointment of Pohl, McNabola, Berg, & Co., LLP, as
     our independent accountants for the current fiscal year.


ITEM 5.   OTHER INFORMATION

       None



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


                                       24
<PAGE>
                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                                  JUNE 30, 2003

(a)         Exhibits

31.1      Certification  of  the  Chief  Executive   Officer  pursuant  to  Rule
          13a-14(a) ( Section 302 of the Sarbanes-Oxley Act of 2002)

31.2      Certification  of  the  Chief  Financial   Officer  pursuant  to  Rule
          13a-14(a) ( Section 302 of the Sarbanes-Oxley Act of 2002)

32.1      Certification   of  the  Chief  Executive   Officer   pursuant  to  18
          U.S.C.ss.1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

32.2      Certification   of  the  Chief  Financial   Officer   pursuant  to  18
          U.S.C.ss.1350 (Section 906 of the Sarbanes-Oxley Act of 2002)



(b) Reports on Form 8-K:

         January 7, 2003         Item   2:    Acquisition   of   Warning   Model
                                 Management, LLC.

         February 11, 2003       Item 4.  Changed  Certifying  Auditor  to Pohl,
                                 McNabola, Berg & Co.

         May 23, 2003            Item 5.  The  registrant  (the  "company")  has
                                 changed  the Company  name from Famous  Fixins,
                                 Inc.  to Warning  Model  Managemt,  Management,
                                 Inc.  and  concurrently  changed the  Company's
                                 OTCBB trading symbol from "FIXN" to "WNMI".


                                 The  registrant   amended  its  Certificate  of
                                 Incorporation to increase its authorized Common
                                 shares from  200,000,000  shares to 800,000,000
                                 shares.








                                       25
<PAGE>


                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                                  JUNE 30, 2003


                                   SIGNATURES


                  Pursuant  to the  requirements  of  Section 13 or 15(d) of the
         Securities  Exchange Act of 1934,  the  Registrant has duly caused this
         report to be signed on its behalf by the  undersigned,  thereunto  duly
         authorized.


<TABLE>
<CAPTION>
SIGNATURE                            TITLE                                                DATE

<S>                           <C>                                                <C>
By: /S/ MICHAEL RUDOLPH       Chief Executive Officer                            August 19, 2003
   ----------------------
        Michael Rudolph       Director, and Principal Accounting Officer

By:/S/  STEVE CHAMBERLIN      Director                                           August 19, 2003
   ----------------------
        Steve Chamberlin

By:/S/  STANLEY TEPPER        Chief Financial Officer                            August 19, 2003
   ----------------------
        Stanley Tepper

</TABLE>



                                       26
<PAGE>