---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

| | [x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | --- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2002

| | [  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934
| | ---- | ----------------------------------------------------------------------------------------------------

For the transition period from __________ to __________.

Commission file number: 0-27219

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FAMOUS FIXINS, INC.(Name of small business issuer in its charter)

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| | New York
(State or other jurisdiction of incorporation or organization) |  | 13-3865655
(I.R.S. Employer Identification No.) | 
| | ----------------------------------------------------------------------- |  | ----------------------------------------------- | 

1325 Howard Ave. #422, Burlingame, CA 94010
(Address of principal executive offices)

(650) 340-9585
(Issuer's telephone number)

---

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
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 90 past days.  YES [X] NO [  ]

As of June 30, 2002, the issuer had 20,360,179 shares of common stock, par value
$.001 per share, outstanding.

Transitional Small Business Disclosure Format (check one): YES [ ] NO [X]

---

---

FAMOUS FIXINS, INC.

FORM 10-QSB FOR THE QUARTER ENDED JUNE 30, 2002

TABLE OF CONTENTS

`Page

PART I.      FINANCIAL INFORMATION

ITEM 1.      FINANCIAL STATEMENTS                                            3

             BALANCE SHEETS AS OF JUNE 30, 2002 AND DECEMBER 31, 2001        3
             INTERIM STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND
                  SIX MONTHS ENDED JUNE 30, 2002 AND JUNE 30, 2001           5
             INTERIM STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED
                   JUNE 30, 2002 AND 2001                                    6
             INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) FOR THE
                   SIX MONTHS ENDED JUNE 30, 2002                            8
             NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS
                   ENDED JUNE 30, 2002                                       9

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS                                      14


PART II.     OTHER INFORMATION

ITEM 2.      CHANGES IN SECURITIES                                          20

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS            21

ITEM 5.      OTHER INFORMATION                                              21

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K                               22`

---

# PART I.  
FINANCIAL INFORMATION

## ITEM 1.  
FINANCIAL STATEMENTS

# FAMOUS FIXINS, INC.
BALANCE SHEETS
(UNAUDITED)

`JUNE 30,     DECEMBER 31,
                                                            2002          2001
                                                          --------     ------------

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

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

   Cash and cash equivalents                              $   --       $    233,906
   Accounts receivable, less allowance
      for doubtful accounts of $5,000 in 2001                 --             70,122
   Merchandise inventory                                      --            145,255
   Unused barter credits - current portion                    --            124,960
   Prepaid expenses                                           --             55,551
   Due from officer/stockholder - noninterest bearing         --             21,570
                                                          --------     ------------

     TOTAL CURRENT ASSETS                                     --            651,364
                                                          --------     ------------

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

   Furniture and fixtures                                     --             15,804
   Machinery and equipment                                    --             28,777
                                                          --------     ------------
                                                                             44,581
     Less: Accumulated depreciation                           --             21,329
                                                          --------     ------------

     NET PLANT AND EQUIPMENT                                  --             23,252
                                                          --------     ------------

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

   Deferred debenture issuance costs, net of accumulated
      amortization ($3,389 in 2002; $3,365 in 2001)              9               33
   Unused barter credits - noncurrent portion                 --             20,226
   Security deposits                                          --              6,482
                                                          --------     ------------

     TOTAL OTHER ASSETS                                          9           26,741
                                                          --------     ------------


                                                          $      9     $    701,357
                                                          ========     ============`

See accompanying notes to financial statements.

---

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

`JUNE 30,     DECEMBER 31,
                                                         2002            2001
                                                      -----------    -----------

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

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

   4% convertible debentures, due May, 2003           $ 1,050,000    $ 1,575,000
   5% convertible debentures, due October, 2002
      (principal amount - $33,975)                         33,908         33,850
   10% demand notes payable                                48,783           --
   Accounts payable                                          --          226,473
   Accrued expenses                                        64,461        112,501
   Due to customers                                          --           30,772
   Deferred officer's compensation payable                   --          118,861
   Income taxes payable                                       580            580
                                                      -----------    -----------

     TOTAL CURRENT LIABILITIES                          1,197,732      2,098,037
                                                      -----------    -----------

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

   Deferred rent                                             --            3,160
                                                      -----------    -----------

     TOTAL LONG-TERM LIABILITIES                             --            3,160
                                                      -----------    -----------

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

   Common stock, $.001 par value per share:
      Authorized         25,000,000 shares
      Issued and outstanding
          20,360,179 shares in 2002;
          14,197,903 shares in 2001                        20,359         14,197
   Additional paid-in capital                           4,476,567      4,116,803
   Accumulated deficit                                 (5,694,649)    (5,506,840)
                                                      -----------    -----------
                                                       (1,197,723)    (1,375,840)
      Less: Unused advertising barter
                    credits issued in exchange
                   for common stock                          --          (24,000)
                                                      -----------    -----------

     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)              (1,197,723)    (1,399,840)
                                                      -----------    -----------

                                                      $         9    $   701,357
                                                      ===========    ===========`

See accompanying notes to financial statements.

---

# FAMOUS FIXINS, INC.
INTERIM STATEMENTS OF OPERATIONS
(UNAUDITED)

`THREE MONTHS ENDED             SIX MONTHS ENDED
                                                          JUNE 30,                      JUNE 30,
                                                 --------------------------    --------------------------

                                                    2002           2001           2002           2001
                                                 -----------    -----------    -----------    -----------

NET SALES                                        $    77,487    $   870,158    $   428,881    $ 1,297,982
                                                 -----------    -----------    -----------    -----------

COST OF GOODS SOLD
------------------
   Merchandise inventory at beginning of year        106,660        247,647        145,255        321,116
   Purchases                                          77,632        386,379        265,924        555,143
   Other direct costs                                  1,818          8,557          5,839         37,319
                                                 -----------    -----------    -----------    -----------
                                                     186,110        642,583        417,018        913,578
      Less: Merchandise inventory at end
                  of period                          111,805        159,156        111,805        159,156
                                                 -----------    -----------    -----------    -----------

TOTAL COST OF GOODS SOLD                              74,305        483,427        305,213        754,422
                                                 -----------    -----------    -----------    -----------

GROSS PROFIT                                           3,182        386,731        123,668        543,560
                                                 -----------    -----------    -----------    -----------

OPERATING EXPENSES
------------------
   Selling expenses                                  (10,491)       137,036         30,785        205,926
   General and administrative expenses               290,582        342,902        572,561        694,747
   Impairment charge - unused barter credits         119,186           --          119,186           --
   Loss on disposal of plant and equipment              --             --             --              883
                                                 -----------    -----------    -----------    -----------

TOTAL OPERATING EXPENSES                             399,277        479,938        722,532        901,556
                                                 -----------    -----------    -----------    -----------

OPERATING LOSS                                      (396,095)       (93,207)      (598,864)      (357,996)
                                                 -----------    -----------    -----------    -----------

OTHER INCOME (EXPENSE)
----------------------
   Gain on sale of net assets                        373,921           --          373,921           --
   Interest income                                       770          1,407          1,195          1,483
   Interest expense and financing costs              (22,557)       (15,829)       (38,481)       (32,855)
   Waiver of bond premium on 4% debentures              --             --           75,000           --
   Realized and unrealized loss on investments
      in marketable equity trading securities           --             --             --          (13,134)
                                                 -----------    -----------    -----------    -----------

TOTAL OTHER INCOME (EXPENSE)                         352,134        (14,422)       411,635        (44,506)
                                                 -----------    -----------    -----------    -----------

LOSS BEFORE PROVISION FOR
   INCOME TAXES                                      (43,961)      (107,629)      (187,229)      (402,502)

PROVISION FOR INCOME TAXES                              --             --              580            580
                                                 -----------    -----------    -----------    -----------

NET LOSS                                         $   (43,961)   $  (107,629)   $  (187,809)   $  (403,082)
                                                 ===========    ===========    ===========    ===========

BASIC NET LOSS PER COMMON SHARE                  $     (.002)   $     (.008)   $     (.010)   $     (.029)
                                                 ===========    ===========    ===========    ===========`

See accompanying notes to financial statements.

---

# FAMOUS FIXINS, INC.
INTERIM STATEMENTS OF CASH FLOWS
(UNAUDITED)

`SIX MONTHS ENDED
                                                                          JUNE 30,
                                                                  ----------------------

                                                                     2002        2001
                                                                  ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                       $(187,809)   $(403,082)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
         Noncash items:
            Depreciation                                              3,418        4,379
            Amortization and write-off of bond discounts and
               finance costs                                             82          877
            Deferred rent expense                                     9,349       (1,146)
            Waiver of bond premium on 4% debentures                 (75,000)        --
            Value of common stock issued for services
               received by the Company                                 --            360
            Value of warrants issued and amortized for services
               received by the Company                              274,303      101,611
            Realized and unrealized loss on investments in
               marketable equity trading securities                    --         13,134
            Loss on disposal of plant and equipment                    --            883
            Gain on sale of net assets                             (373,921)        --
            Impairment charge - unused barter credits               119,186        7,049
            Interest expense paid by issuance of common stock          --            397
         (Increase) decrease in assets:
            Accounts receivable                                      19,869       66,751
            Merchandise inventory                                    33,450      161,960
            Prepaid expenses                                         23,019       10,853
         Increase (decrease) in liabilities:
            Accounts payable and accrued expenses                   (35,395)      36,232
            Due to customers                                        (26,378)      27,138
            Taxes payable - other than on income                       --        (11,335)
            Deferred officer's compensation payable                  34,857      (18,091)
                                                                  ---------    ---------

NET CASH USED IN OPERATING ACTIVITIES
   (CARRIED FORWARD)                                               (180,970)      (2,030)
                                                                  ---------    ---------

                                  (CONTINUED)`

See accompanying notes to financial statements.

---

# FAMOUS FIXINS, INC.
INTERIM STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

`SIX MONTHS ENDED
                                                                            JUNE 30,
                                                                     ----------------------

                                                                        2002        2001
                                                                     ---------    ---------

NET CASH USED IN OPERATING ACTIVITIES
   (BROUGHT FORWARD)                                                 $(180,970)   $  (2,030)
                                                                     ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of marketable equity trading securities             --         64,444
                                                                     ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Cash paid under agreement to divest operations and
      sell net assets                                                 (101,719)        --
   Proceeds of 10% demand notes payable                                 48,783         --
   Repayments of borrowing against investment in
      marketable equity trading securities                                --        (46,385)
                                                                     ---------    ---------

NET CASH USED IN FINANCING ACTIVITIES                                  (52,936)     (46,385)
                                                                     ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                  (233,906)      16,029

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                         233,906      343,164
                                                                     ---------    ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $    --      $ 359,193
                                                                     =========    =========


Supplemental information about cash payments is as follows:
   Cash payments for interest                                        $    --      $   1,005
   Cash payments for income taxes                                    $     580    $     580

Supplemental disclosure of noncash financing activities:
   Conversion of accrued interest payable to common stock            $  46,623    $    --
   Note receivable for common stock issued                           $  45,000    $    --
   Conversion of debentures to common stock                          $    --      $   5,397`

See accompanying notes to financial statements.

---

# FAMOUS FIXINS, INC.
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
                        SIX MONTHS ENDED JUNE 30, 2002

`NOTE
                                                                                                        UNUSED      RECEIVABLE
                                              COMMON STOCK          ADDITIONAL                       ADVERTISING    FOR COMMON
                                              ------------           PAID-IN        ACCUMULATED         BARTER        STOCK
                                 TOTAL       SHARES     AMOUNT       CAPITAL          DEFICIT          CREDITS        ISSUED
                              -----------  ----------   -------     ----------      ------------       --------      --------

BALANCE (DEFICIT) -           $(1,399,840) 14,197,903   $14,197     $4,116,803      $ (5,506,840)      $(24,000)     $     --
JANUARY 1, 2002

Value of warrants issued          274,303          --        --        274,303                --             --            --
and amortized for services
received

Issuance of common shares          46,623   4,662,276     4,662         41,961                --             --            --
on conversion of accrued
interest payable on 4%
convertible debentures

Issuance of common shares              --   1,500,000     1,500         43,500                --             --       (45,000)
on exercise of warrants

Sale of note receivable to
Starbrand, LLC (see Note 5F)       45,000          --        --             --                --             --        45,000

Net loss - Six months            (163,809)         --        --             --          (187,809)        24,000            --
ended June 30,  2002          -----------  ----------   -------     ----------      ------------       --------      --------

BALANCE (DEFICIT) -           $(1,197,723) 20,360,179   $20,359     $4,476,567      $ (5,694,649)      $     --      $     --
JUNE 30, 2002                 ===========  ==========   =======     ==========      ============       ========      ========`

See accompanying notes to financial statements.

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2002

`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, 2002, the
            results of operations for the three months and six months ended June
            30, 2002 and 2001, the statements of cash flows for the six months
            ended June 30, 2002 and 2001, and the statement of stockholders'
            equity (deficit) for the six months ended June 30, 2002. These
            results have been determined on the basis of accounting principles
            and practices generally accepted in the United States and applied
            consistently with those used in the preparation of the Company's
            2001 financial statements.

                Certain information and footnote disclosures normally included
            in the financial statements presented in accordance with accounting
            principles generally accepted in the United States 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 2001 financial statements.

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

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

                    See Note 5F in connection with the Company's May 15, 2002
                divestiture of all of its operations and sale of substantially
                all of its assets and certain specified liabilities to
                Starbrand, LLC. After the divestiture of operations, the
                Company's activities consist of seeking additional financing
                and/or capital and acquiring a new business.

                    Until May 15, 2002, the Company was a promoter and marketer
                of celebrity licensed consumer products for sale in
                supermarkets, other retailers and over the Internet. The Company
                developed, marketed and sold licensed consumer products based on
                the diverse professional, cultural and ethnic backgrounds of
                various celebrities. The Company 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.
                The Company sold directly to customers and also utilized a
                network of consumer products brokers to distribute its products
                throughout the United States and Canada. Third party
                manufacturers produced the Company's various consumer products.`

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2002

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

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

                    The preparation of financial statements in conformity with
                accounting principles generally accepted in the United States
                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 dates of
                the financial statements and the reported amounts of revenues
                and expenses during the reporting periods. Actual results could
                differ from those estimates. Estimates are made when accounting
                for uncollectible accounts receivable, advertising barter
                credits, depreciation and amortization, income taxes,
                contingencies and valuation of warrants, among others. Estimates
                and assumptions are reviewed periodically and the effects of
                revisions are reflected in the financial statements in the
                period they are determined to be necessary.

                REVENUE RECOGNITION AND SALES RETURNS
                -------------------------------------

                    Revenues are recognized when the earnings process is
                complete. This generally occurs when products are shipped in
                accordance with terms of agreements, title and risk of loss
                transfer to customers, collection is probable and pricing is
                fixed or determinable.

                    Provision for uncollectible accounts is recorded, when
                appropriate. Provision for sales returns and allowances are
                recorded in the period in which the related revenue is
                recognized. When sales returns and allowances are in excess of
                customer receivable balances, such excess amount is reflected as
                a current liability under the category "Due To Customers".

                STOCK-BASED COMPENSATION - WARRANTS
                -----------------------------------

                    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". Compensation cost for all stock
                warrants issued by the Company is (a) measured at the grant date
                based on the fair value of the warrants and (b) recognized over
                the service period. Stock-based compensation cost charged to
                operations for the six months ended June 30, 2002 was $274,303.

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

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

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
 SIX MONTHS ENDED JUNE 30, 2002

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

                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.

                IMPAIRMENT OF LONG-LIVED ASSETS
                -------------------------------

                    The Company follows the provisions of SFAS No. 121,
                "Accounting For The Impairment Of Long-Lived Assets And For
                Long-Lived Assets To Be Disposed Of". SFAS No. 121 establishes
                accounting standards for the impairment of long-lived assets,
                certain identifiable intangibles and goodwill related to those
                long-lived assets. Such long-lived assets include barter
                credits.

                    Long-lived assets are reviewed for impairment whenever
                events or changes in circumstances indicate that the carrying
                amount of an asset may not be recoverable. If the sum of the
                undiscounted future net cash flows expected to be generated by
                the assets is less than the carrying amount of the assets, the
                Company recognizes an impairment loss. If such assets are
                considered to be impaired, the impairment to be recognized is
                measured by the amount by which the carrying amount of the
                assets exceeds the fair value of the assets. When fair values,
                such as quoted market prices, are not available, the Company
                estimates fair value using the expected future cash flows
                discounted at a rate commensurate with the risks associated with
                the recovery of the assets. Assets to be disposed of are
                reported at the lower of carrying amount or fair value less
                costs to sell.

                BARTER CREDITS
                --------------

                    The Company entered into arrangements in 1998 and 2000,
                pursuant to which it received barter credit entitlements. Such
                credits generally relate to the Company's right to exchange its
                credits for future television, radio and other types of
                advertisements for its products. No additional payments of cash
                or other property is required on exercise of the barter credits
                and the value of the services to be received are deemed to be
                comparable to the utilization charges to be made against the
                barter credit. Upon utilization (receipt of services or goods in
                exchange for barter credits) of part or all of the barter
                credits, charges are made to income (substantially all to
                selling expenses) for the recovered carrying amount of the
                barter credits. The Company's policy for review of the barter
                credits with respect to possible impairment, is described above.

                    In 2002, the Company recorded an impairment charge of
                $119,186, to write down unused barter credits to net realizable
                value based upon management's estimate of future utilization of
                the unused credits. The Company sold all unused barter credit to
                Starbrand, LLC on May 15, 2002 (see Note 5F).`

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2002

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

                RECLASSIFICATIONS
                -----------------

                    Certain items have been reclassified in the 2001 financial
                statements to conform to account groupings used for financial
                reporting in 2002.

NOTE 3.     NET LOSS PER COMMON SHARE
            -------------------------

                Net loss per common share was calculated under SFAS No. 128,
            "Earnings per Share". Basic net loss per share is computed by
            dividing the net loss by the weighted average outstanding shares of
            20,360,179 and 18,306,087 for the three months and six months ended
            June 30, 2002, respectively and 14,042,810 and 14,000,937 for the
            three months and six months ended June 30, 2001, respectively. No
            effect has been given to the conversion of warrants and debentures
            to common stock inasmuch as such conversions would be anti-dilutive.

NOTE 4.     GOING CONCERN
            -------------

                The accompanying financial statements have been prepared on a
            going concern basis, which contemplates the realization of assets
            and the satisfaction of liabilities in the normal course of
            business. The Company has incurred substantial losses from
            operations and has deficiencies in working capital and stockholders'
            equity at June 30, 2002 which raise substantial doubt about its
            ability to continue as a going concern. The Company's ability to
            operate as a going concern is dependent upon its ability to continue
            to raise adequate capital and financing as may be required. The
            Company is actively seeking to acquire a new business. There can be
            no assurance that future capital contributions, financing and/or
            acquiring a new business will be sufficient for the Company to
            operate as a going concern or that it can achieve profitable
            operations in the future. If new capital should become available, or
            if the Company acquires a new business, such transaction would
            likely result in an immediate and substantial dilution to the
            presently existing shareholders. The financial statements do not
            include any adjustments that might result from the outcome of these
            uncertainties.`

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2002

`NOTE 5.     SUMMARY OF SIGNIFICANT EVENTS OCCURRING DURING THE SIX MONTHS ENDED
            -------------------------------------------------------------------
            JUNE 30, 2002
            -------------

                The following is a summary of the significant events which
            occurred during the six months ended June 30, 2002:

                A.  On January 28, 2002 and May 15, 2002, the Company borrowed
                    $27,500 and $21,283, respectively, from two lenders and
                    issued notes payable at an interest rate of 10% per annum.
                    The notes are payable on demand, on or after June 15, 2002.
                    The lenders include a party related to the holders of its 4%
                    convertible debentures and another unrelated party.

                B.  On February 13, 2002, the Company entered into an accounts
                    receivable factoring agreement subject to a minimum annual
                    fee of $5,000. Under the agreement, the Company selectively
                    assigns and sells part or all of its accounts receivable,
                    subject to approval by the factor. The transactions with the
                    factor have been insignificant.

                C.  On March 14, 2002, the Company issued 4,662,276 shares of
                    its common stock upon conversion of $46,623 of accrued
                    interest on its 4% convertible debentures.

                D.  On March 27, 2002, an officer/stockholder of the Company
                    exercised warrants to purchase 1,500,000 shares of common
                    stock at an exercise price of $.03 per share. In exchange
                    for the issuance of common stock, the Company accepted a
                    note receivable in the amount of $45,000, bearing interest
                    of 6% per annum, due January 1, 2003. On May 15, 2002, this
                    note was sold to Starbrand, LLC pursuant to an agreement
                    described in "F" below.

                E.  On March 31, 2002, the bondholders of the Company's 4%,
                    $1,500,000 convertible debentures (reduced on May 15, 2002
                    by $450,000 - See "F" below) agreed to extend the maturity
                    date to May 8, 2003. In addition, the bondholders agreed to
                    waive a $75,000 bond premium payable in connection with the
                    indebtedness.

                F.  On May 15, 2002, the Company consummated a "Settlement of
                    Debts and Asset Purchase Agreement" pursuant to which the
                    Company 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 the Company's outstanding 4%, $1,500,000
                    convertible debentures. The transaction resulted in a gain
                    of $373,921 to the Company. The members of Starbrand, LLC
                    include certain stockholders of the Company. The Company is
                    contingently liable for the payment of the liabilities
                    transferred aggregating approximately $200,000.

NOTE 6.     SUBSEQUENT EVENT.
            ----------------

                On July 30, 2002, the Company received aggregate proceeds of
            $100,000 in connection with issuance of the Company's 4% $100,000
            convertible debentures, due July 30, 2003, with a 5% premium. The
            lender is an unrelated party who previously loaned the Company an
            aggregate of $26,891 under the Company's 10% demand notes payable.`

---

## 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.

## Changes in
Business Operations

On May 15, 2002, we
completed a transaction pursuant to the Settlement of Debts and Asset Purchase
Agreement, dated as of March 29, 2002, with Starbrand, LLC, pursuant to which we
divested all of our operations and sold substantially all of our assets and
certain specified liabilities to Starbrand, LLC in exchange for cancellation of
$450,000 of outstanding 4%, $1,500,000 convertible debentures. The transaction
resulted in a gain of $373,921 to Famous Fixins. We are contingently liable for
the payment of the liabilities transferred aggregating approximately $200,000.

Since May 15, 2002, we have
not engaged in substantive business operations and have no plans to engage in
any such activity in the foreseeable future. In our present form, we may be
deemed to be a vehicle to acquire or merge with a business or company. To the
extent that we intend to seek the acquisition of assets, property or business
that may benefit our company and our stockholders, we are essentially a blank
check company.

## Results of
Operations

In reviewing our results of
operations, you should note that we have not conducted any substantive business
operations since May 15, 2002. Our results of operations for the period ended
June 30, 2002 discusses the results of our former discontinued business, and
is in no way reflective of our operations on a going-forward basis, because
since May 15, 2002 and through the present, we have not conducted any
substantive business operations.

Sales for the three months
ended June 30, 2002 decreased approximately 91% to $77,847 from $870,158 for the
three months ended June 30, 2001. Sales for the six months ended June 30, 2002
decreased approximately 67% to $428,881 from $1,297,982 for the six months ended
June 30, 2001. The decrease in sales for the three and six months ended June 30,
2002 is attributable to the slowdown in sales in connection with the gradual
discontinuation of several product lines that were offered in the three and six
months ended June 30, 2001, and the divestiture of the business on May 15, 2002.
Because we have not engaged in substantive business operations since May 15,
2002, we do not anticipate generating any revenues in the foreseeable future.

Cost of goods sold for the
three months ended June 30, 2002 was $74,305, approximately 96% of sales, as
compared to $483,427, approximately 56% of sales, for the comparable period in
fiscal year 2001. Cost of goods sold for the six months ended June 30, 2002 was
$305,213, approximately 71% of sales, as compared to $754,422, approximately 58%
of sales, for the comparable period in fiscal year 2001. The decrease in the
amount of the cost of goods sold for the three and six months ended June 30,
2002 as compared to the three and six months ended June 30, 2001 is attributable
to the discontinuation of several product lines that were offered for sale in
the three and six months ended June 30, 2001, and the divestiture of the
business on May 15, 2002. Because we have not engaged in substantive business
operations since May 15, 2002, we do not anticipate to incur any significant
expenses in the foreseeable future.

---

Gross profit on sales for
the three months ended June 30, 2002 was $3,182, a decrease of 99%, as compared
to gross profit of $386,731 for the three months ended June 30, 2001. Gross
profit on sales for the six months ended June 30, 2002 was $123,668, a decrease
of 77%, as compared to gross profit of $543,560 for the six months ended June
30, 2001. Gross profit was approximately 4% of sales for the three months ended
June 30, 2002 as compared to gross profit as a percentage of sales for the three
months ended June 30, 2001 of 44%. Gross profit was approximately 29% of sales
for the six months ended June 30, 2002 as compared to gross profit as a
percentage of sales for the six months ended June 30, 2001 of 42%. The decrease
in the amount of gross profit is attributable to less sales resulting from the
slowdown in sales in connection with the gradual discontinuation of several
product lines that were offered in the three and six month period ended June 30,
2001, and the divestiture of the business on May 15, 2002.

For the three months ended
June 30, 2002 as compared to the three months ended June 30, 2001, operating
expenses decreased to $399,277 from $479,938, which represents a 17% decrease in
operation expenses and an increase to 518% of sales from 55% of sales. For the
six months ended June 30, 2002 as compared to the six months ended June 30,
2001, operating expenses decreased to $722,532 from $901,556, which represents a
20% decrease in operation expenses and an increase to 168% of sales from 69% of
sales. The decrease in our operating expenses for the three and six months ended
June 30, 2002 was due mainly to a decrease in selling expenses and decreased
employment.

For the three months ended
June 30, 2002, we operated at a net loss of $(43,961), or a loss of $(0.002) per
share basic, as compared to net loss of $(107,629), or a loss of $(0.008) per
share basic for the three months ended June 30, 2001. For the six months ended
June 30, 2002, we operated at a net loss of $(187,809), or a loss of $(0.010)
per share basic, as compared to net loss of $(403,082), or a loss of $(0.029)
per share basic for the six months ended June 30, 2001. The decrease in net loss
for the three and six months ended June 30, 2002 as compared to the three and
six months ended June 30, 2001 was mainly due to a gain of $373,921 resulting in
the sale of our former business.

Our former business was not seasonal in nature.

Inflation was not deemed to be a factor in our former operations.

## Financial
Condition or Liquidity and Capital Resources

Financing Activities in connection with Former Business

In connection with our
former business operations that were discontinued on May 15, 2002, we 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 our operations and growth from inception.

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 our common stock. At the
initial closing date, we received gross proceeds of $450,000, and in February
2000, we received the remaining $100,000 when a registration statement in
connection with the resale of the underlying common stock became 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. Through June 30, 2002, debenture holders have converted debentures
with an aggregate of $526,032 in principal and interest into 3,136,279 shares of
common stock. Debentures with a principal of $33,975 and interest thereon remain
outstanding. None of the warrants have been exercised.

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 0% 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 were 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. In
October 2000, we entered into an agreement for the sale of $1,500,000 principal
amount of 4% convertible debentures pursuant to which the outstanding principal
amount of the 0% convertible debentures were surrendered.

---

In October 2000, we entered
into an agreement pursuant to which certain investors agreed to purchase an
aggregate of $1,500,000 principal amount of 4% convertible debentures and
warrants to purchase 250,000 shares of common stock. The principal amount of the
4% convertible debentures of $1,500,000 consists of principal in the amount of
$500,000 and the surrender of outstanding 0% convertible debentures with a
principal amount of $1,000,000 issued in March 2000. The warrants are
exercisable before November 7, 2003 at a purchase price per share of $0.0588. At
the closing of the transaction, we received gross proceeds of $500,000, less
payment to the escrow agent of $10,000 for the investors legal,
administrative and escrow costs, and less payment of a 10% placement agent fee.
We also issued to the placement agent 75,000 shares of restricted common stock
and a warrant to purchase 100,000 shares of common stock as part of the
placement agent fee. The warrants are exercisable before November 7, 2003 at a
purchase price per share of $0.0588.

The 4% debenture holders
have the right to convert the interest into shares of common stock based on the
average of the 5 lowest closing bid prices of the common stock over a 22 trading
day period immediately prior to the interest payment date. We agreed to enter
into an equity line of credit type of transaction within 10 days of this
transaction. If we are unable to pay the amounts due on the maturity date but we
can draw down on the equity line of credit, we are to draw down the maximum
amount each draw down period to pay the investors the full amount due. To date,
we are unable to draw down upon the equity line of credit.

Since August 7, 2001, the
4% debenture holders may elect to convert the 4% convertible debentures into
shares of common stock because a registration statement for the equity line of
credit was not effective on the August 7, 2001 maturity date and because we are
not able to draw down the maximum amount permitted each month under the equity
line under an effective equity line of credit registration statement. The
conversion price shall equal the lesser of $0.054 or 85% of the average of the 5
lowest closing bid prices during the 22 trading days preceding the applicable
conversion date. At the 4% debenture holders election, we shall redeem the
4% convertible debentures, including interest and a redemption premium of 30%,
using up to 50% of the net proceeds received pursuant to the equity line of
credit and any other equity financing permitted under the agreement, and all
proceeds received in an equity financing not permitted under the future
financing restrictions.

The 4% convertible
debentures matured unpaid on August 7, 2001 with a 5% premium on the principal
and the accrued unpaid interest. In March 2002, the terms of the 4% convertible
debentures were amended to extend the due date for the debentures until May 8,
2003 and to waive any premiums or penalties that may have been incurred in
connection the original due date having passed. In March 2002, the 4%
convertible debenture holders converted accrued interest with an aggregate
amount of $46,623 into 4,662,276 shares. None of the principal amount or other
accrued interest have been repaid or converted into shares of common stock, and
none of the warrants have been exercised.

In October 2000, we entered
into an agreement for the future issuance and purchase of shares of our common
stock which establishes what is sometimes termed an equity line of credit or an
equity drawdown facility. In general, the drawdown facility operates as follows:
the investor has committed to provide us with up to $5 million as we request it
over a 24 month period, in return for shares of common stock we issue to the
investor.

Subject to a maximum of 16
draws, once every 29 trading days, we may request a draw of up to $5 million
under the equity line, however, no single draw can exceed $5 million. We must
wait at least 7 trading days after each 22 trading day drawdown period before
requesting another drawdown. The maximum amount we actually can draw down upon
each request will be determined by 4.5% of the volume-weighted average daily
price of our common stock for the 3 month period prior to our request and the
total trading volume for the 3 months prior to our request. Each draw down must
be for at least $100,000.

The number of shares
registered under the registration statement for the resale of the common stock
upon each drawdown under the equity line may limit the amount of money we
receive under the common stock purchase agreement. Moreover, the funds we may
receive could be further limited by a provision of the common stock purchase
agreement that prevents us from issuing shares to the investor to the extent the
investor would beneficially own more than 9.9% of our then outstanding common
stock.

---

At the end of a 22-day
trading period following the drawdown request, the final drawdown amount is
determined based on the volume-weighted average stock price during that 22-day
period. We then use the formulas contained in the common stock purchase
agreement to determine the number of shares we will issue to the investor in
return for that money. The per share dollar amount the investor pays for our
common stock for each drawdown includes a 17.5% discount to the average daily
market price of our common stock for the 22-day period after our drawdown
request, weighted by trading volume. We will receive the amount of the drawdown
less an escrow agent fee equal to $1,500 per drawdown and less a 10% placement
fee.

In lieu of making a
commitment to the investor to draw a minimum aggregate amount, on October 31,
2000, we issued to the investor a stock purchase warrant to purchase up to
500,000 shares of our common stock and we also agreed to issue additional
warrants to purchase a number of shares equal to 50% of the shares purchased by
the investor on the settlement date of each drawdown. The warrants to purchase
500,000 shares of common stock have an exercise price of $0.0636 and expire on
October 31, 2003. The additional warrants issuable at each settlement date will
be exercisable for 35 calendar days and have an exercise price equal to the
weighted average of the purchase prices of the common stock during the
applicable settlement period. A registration statement for the shares underlying
the equity line of credit is presently not effective. Until an effective
registration statement is in place, we cannot use and will not receive any funds
from the equity line.

In January 2002, we entered
into promissory notes of $27,500 with interest at a rate of 10% per year to pay
for current business expenses. Beginning June 15, 2002, the notes become payable
on demand.

In February 2002, we
entered into an accounts receivable factoring agreement subject to a minimum
annual fee of $5,000. Under the agreement, we may selectively assign and sell
part or all of its accounts receivable, subject to approval by the factor.

On March 29, 2002, we
entered into a Settlement of Debts and Asset Purchase Agreement with Starbrand,
LLC, pursuant to which Starbrand agreed to acquire substantially all of our
assets, properties and business in exchange for the assumption of certain of our
liabilities. The assets to be transferred and the liabilities to be assumed had
an approximate value of $725,000, and $938,000, respectively, at December 31,
2001. Based upon the structure of the Settlement of Debts and Asset Purchase
Agreement, immediately following the closing of the transfer, we will retain
assets with an estimated value of $33 as of December 31, 2001 and no business
operations and will retain liabilities estimated to be approximately $1,163,000
as of December 31, 2001, consisting mostly of certain outstanding debentures,
plus possible liabilities with respect to certain unasserted claims against us.
The Settlement of Debts and Asset Purchase Agreement specifically provides that
we shall retain all claims for tax refunds, tax loss carry forwards or
carrybacks or tax credits of any kind applicable to our business prior to the
closing of the asset purchase agreement. As of December 31, 2001, we had net
operating loss carry forwards of approximately $2,426,000, all of which expire
by 2021. Without future profits, such tax losses are of limited or no value. The
liabilities that will not be assumed by Starbrand consist primarily of:
principal amount of $1,050,000 of our 4% convertible debentures, in the
aggregate, owned by Roseworth Group Limited, Balmore Funds, S.A. and Austost
Anstalt Schaan, including accrued interest on $1,500,000 of the debentures;
principal amount of $33,975 of our 5% convertible debentures owned by AMRO
International, S.A., including accrued interest; and promissory notes issued in
2002, as of June 30, 2002, totaling $27,500.

On May 15, 2002, we
borrowed an aggregate of $21,283 from two lenders and issued notes payable at an
interest rate of 10% per annum. The notes are payable on demand, on or after
June 15, 2002. The lenders include a party related to the holders of its 4%
convertible debentures and another unrelated party. Subsequently, in July 2002,
we entered into an agreement for the sale of 4% convertible debentures with an
aggregate principal amount of $100,000 due on July 30, 2003 with the unrelated
party, Alpha Capital. There were no preexisting arrangements or understandings
among members of both the former and new control groups and their associates
with respect to such transaction.

---

Barter Credits in connection with Former Business

In connection with our
former business operations that were discontinued on May 15, 2002, we entered
into arrangements in 1998 and 2000, pursuant to which we received barter credit
entitlements. Such credits generally relate to our right to exchange credits for
future television, radio and other types of advertisements for our products. In
the six months ended June 30, 2002, we recorded an impairment charge of
$119,186, to write down unused barter credits to net realizable value based upon
managements estimate of future utilization of the unused credits. On May
15, 2002, we sold all unused barter credit in connection with the divestiture of
our operations and sale of assets and certain specified liabilities to
Starbrand, LLC.

Going Concern Comment

The auditors report
to our financial statements for the year ended December 31, 2001 cites factors
that raise substantial doubt about our ability to continue as a going concern.
The factors include that we have incurred substantial operating losses since
inception of operations and as at December 31, 2001 reflect deficiencies in
working capital and stockholders equity. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.

## Managements
Plan of Action

We have not engaged in any
material operations since May 15, 2002. We presently have no plans to engage in
any such activity in the foreseeable future, other than in seeking the
acquisition of assets, property or business that may be beneficial to us and our
stockholders. In our present form, we may be deemed to be a vehicle to acquire
or merge with a business or company. To the extent that we intend to seek the
acquisition of assets, property or business that may benefit our company and our
stockholders, we are essentially a blank check company.

Based upon our present
status as a company with no substantive operations, our foreseeable material
cash requirements during the next twelve months relate to maintaining our in
good standing in the State of New York, keeping current in federal, state and
local taxes, keeping current with filings with the Securities and Exchange
Commission, and making repayment of principal and interest on convertible
debentures and notes payable.

We have incurred
substantial losses from operations and we have deficiencies in working capital
and stockholders equity at June 30, 2002 which raise substantial doubt
about our ability to continue as a going concern. Our ability to operate as a
going concern is dependent upon our ability to continue to raise adequate
capital and financing as may be required. We are actively seeking to acquire a
new business. There can be no assurance that future capital contributions,
financing or acquiring a new business will be sufficient for us to continue as a
going concern or that we can achieve profitable operations in the future. If new
capital should become available, or if we acquire a new business such
transaction would likely result in an immediate and substantial dilution to the
presently existing shareholders.

In connection with the
divestiture of our former business and our current status as substantially a
non-operating company, the primary issue that management has focused on to
address the going concern matter has been to seek short term financing through
promissory notes and/or through issuance of convertible debentures in order to
fund operations in connection with our activities related to seeking the
acquisition of assets, property or business.

We are exploring various
options to obtain financing and to resolve our existing debt burden, including
by means of merger, consolidation, sale of assets, reorganization or
restructuring. We do not presently have any such plans and there can be no
assurance that raising such capital or acquiring a new business will be
possible. If new capital should become available or we acquire a new business,
the financing or acquisition is likely to result in immediate and substantial
dilution to our presently existing shareholders.

---

Subsequent to this June 30,
2002 reporting period, we entered into an agreement for the sale of 4%
convertible debentures due July 30, 2003 with a principal amount of $100,000.
Our management does not anticipate that we will have to raise additional funds
during the next six to twelve months. We earlier believed that the funds from
the 4% convertible debentures would be sufficient to fund our current operating
needs, subject to our ability to resolve the repayments due on maturity of
existing obligations, including convertible debentures.

Because, subsequent to the
discontinuation of our former business, we do not have any business or tangible
assets with which to generate revenue, we do not have any means to satisfy our
liabilities or obligations unless and until we are able to raise additional
capital or acquire a business. Although the sale of assets provides for the
assumption by Starbrand of significant operating liabilities of Famous Fixins,
we remain contingently responsible for the satisfaction of such liabilities and
there can be no assurance that such liabilities will be satisfied.

In any business venture,
there are substantial risks specific to the particular enterprise which cannot
be ascertained until a potential acquisition, reorganization or merger candidate
has been identified; however, at a minimum, our present business operations will
be highly speculative and subject to the same types of risks inherent in any new
or unproven venture. We can provide no assurance that any acquired business will
produce any material revenues for us or our stockholders or that any such
business will operate on a profitable basis. Because we are not currently
engaged in any substantive business activities, and with managements broad
discretion with respect to the acquisition of assets, property or business, we
may be deemed to be a blank check company. Although management
intends to apply substantially all of the proceeds that it may receive through
the issuance of stock or debt to a suitable acquisition, such proceeds will not
otherwise be designated for any more specific purpose. We can provide no
assurance that any allocation of such proceeds will allow us to achieve our
business objectives. Because we have not yet identified any assets, property or
business that we may potentially acquire, potential investors in our company
will have virtually no substantive information upon which to base a decision
whether or not to invest in Famous Fixins.

To date, we have not
identified any particular industry or business in which to concentrate our
acquisition efforts. To the extent that we may acquire a business in a highly
risky industry, we will become subject to those risks. Similarly, if we acquire
a financially unstable business or a business that is in the early stages of
development, we will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which we may become involved, there can
be no assurance that we will correctly assess such risks. We are unable to
predict the time as to when and if we may actually participate in any specific
business endeavor.

Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or business.
Accordingly, it is unclear whether such an acquisition would take the form of an
exchange of capital stock, a merger or an asset acquisition. However, because we
have little resources as of the date of this Report, management expects that any
such acquisition would take the form of an exchange of capital stock. This would
result in substantial dilution of the shares of current stockholders.

Current management is not
required to devote full time to the affairs of the company. Because of time
commitments, as well as the fact that we have no substantial operating business
presently, management anticipates that an insignificant amount of time will be
devoted to the activities of the company, at least until such time as we have
identified a suitable acquisition target.

---

## PART II. OTHER
INFORMATION

## ITEM 2.
CHANGES IN SECURITIES

Subsequent to June 30,
2002, we entered into agreements, dated July 30, 2002, with Alpha Capital A.G.
for the sale of 4% convertible debentures due July 30, 2003 with a principal
amount of $100,000, in transactions deemed to be exempt under Section 4(2) of
the Securities Act of 1933. We made a determination that Alpha Capital was a
sophisticated investor with enough knowledge and experience in business to
evaluate the risks and merits of the investment. Prior to the transaction, Alpha
Capital was an unrelated party who previously loaned us an aggregate of $26,891
pursuant to short-term promissory notes.

The 4% convertible
debentures with an aggregate principal amount of $100,000 are due on July 30,
2003 with a 5% premium on the principal and the accrued but unpaid interest. We
may not pay the principal before the maturity date without the express written
consent of Alpha Capital. Semi-annual interest payments are due and payable in
arrears on December 1 and June 1 of each year, commencing with December 1, 2002.
With respect to the interest, the holders have the right to cause us to issue
common stock in exchange for interest otherwise payable in cash. The exact
number of shares of common stock into which such interest payment is convertible
shall be based on the average of the five lowest closing bid prices of the
common stock over the twenty-two trading days immediately prior to the interest
payment date.

These 4% convertible
debentures carry similar rights and privileges, including registration rights,
accorded the debentures executed and delivered pursuant to the Convertible Debenture and Warrants Purchase Agreement dated as of October
27, 2000 between Famous Fixins, Inc. and those convertible debenture
holders. Under the October 2000 purchase agreement, we agreed to prepare, file
and seek effectiveness of a registration statement under the Securities Act for
the resale of shares of common stock issuable upon the conversion of the earlier
issued 4% convertible debentures, however, such a registration statement is not
currently effective. On October 31, 2002, we entered into an equity line of
credit transaction, for which the shares issuable upon drawdowns on the equity
line are also the subject of such a registration statement. If we are unable to
pay the amounts due on these 4% convertible debentures on the maturity date but
we can draw down on the equity line of credit, we are to draw down the maximum
amount each draw down period to pay these 4% convertible debenture holders the
full amount due.

At the election of Alpha
Capital, we are to redeem these 4% convertible debentures, plus all accrued but
unpaid interest, along with a payment premium of 30% of such total amounts due,
using up to 50% of the net proceeds received pursuant to the equity line of
credit type of financing.

On or after the maturity
date, Alpha Capital may elect to convert the 4% convertible debentures and
accrued but unpaid interest into shares of common stock if the registration
statement for the equity line is not effective on the maturity date or if we do
not draw down the maximum amount permitted each drawdown period under the equity
line after such a registration statement is effective. In such an event, the
conversion price shall equal the lesser of $0.05 or 85% of the average of the 5
lowest closing bid prices during the 22 trading days preceding the applicable
conversion date. The $0.05 conversion price is subject to downward adjustment if
we sell other securities at a lower per share selling price.

The maximum number of
shares of common stock that may be received upon the conversion of the
debentures by Alpha Capital is 9.9% of our then-outstanding common stock after
the conversion, including any other shares of common stock held by Alpha
Capital, however, this 9.9% limit may be waived by Alpha Capital.

---

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

In April 2002, we submitted
an Information Statement on Schedule 14C related to actions in connection with
an amendment to our certificate of incorporation to increase our authorized
capital from 25,000,000 shares to 200,000,000 shares, and actions in connection
with the Settlement of Debts and Asset Purchase Agreement with Starbrand, LLC.
In March 2002, the holders of a majority of the shares of our outstanding common
stock approved in writing, in accordance with the provisions of Section 615 of
the New York Business Corporation Law, an amendment to our certificate of
incorporation to increase our authorized capital from 25,000,000 shares to
200,000,000 shares, and actions related to the Settlement of Debts and Asset
Purchase Agreement with Starbrand, LLC. Our shareholders representing 10,931,770
shares voted for those actions. At the time of the approval, the aggregate of
these shares constituted 53.7% of the then outstanding shares of common stock.

## ITEM 5. OTHER
INFORMATION

We intend to file in the
near future an amendment to our certificate of incorporation to reflect the
shareholder action approving an increase in our authorized capital from
25,000,000 shares to 200,000,000 shares,

In our Quarterly Report on
Form 10-QSB, filed on May 21, 2002, we reported that on March 29, 2002, we
entered into a Settlement of Debts and Asset Purchase Agreement with Starbrand,
LLC, pursuant to which Starbrand agreed to acquire substantially all of our
assets, properties and business in exchange for the assumption of certain of our
liabilities.

On May 15, 2002, we
completed the transaction pursuant to the Settlement of Debts and Asset Purchase
Agreement. We have not engaged in any material operations since May 15, 2002. We
presently have no plans to engage in any such activity in the foreseeable
future, other than in seeking the acquisition of assets, property or business
that may be beneficial to us and our stockholders. In our present form, we may
be deemed to be a vehicle to acquire or merge with a business or company. To the
extent that we intend to seek the acquisition of assets, property or business
that may benefit our company and our stockholders, we are essentially a blank
check company. We are not aware of any arrangements, including any pledge
by any person of securities of Famous Fixins, the operation of which may at a
subsequent date result in a change in control of Famous Fixins.

On May 21, 2002, our Board
of Directors accepted Victor Bauers resignation from the Board of
Directors. On June 13, 2002, S. Michael Rudolph was appointed to the Board of
Directors. Mr. Rudolph was a nominee of certain beneficial owners of Famous
Fixins. Mr. Rudolph did not have any direct or indirect interest in Famous
Fixins prior to the completion of the transaction. On June 13, 2002, Jason Bauer
resigned from his positions as an executive officer and as a director of Famous
Fixins, Inc.

---

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

(a)        Exhibits.

The following exhibits are filed with this report:

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

|Exhibit 2 | Settlement of Debt and Asset Purchase Agreement
|--------- | -----------------------------------------------

|Exhibit 10.1 | Form of 4% Convertible Debenture Due July 30, 2003
|------------ | --------------------------------------------------

|Exhibit 10.2 | Form of 4% Convertible Debenture Due July 30, 2003
|------------ | --------------------------------------------------

|Exhibit 10.3 | Agreement to Extend August 7, 2001 Issued Debenture
|------------ | ---------------------------------------------------

|Exhibit 11 | Statement Concerning Computation of Per Share Earnings is hereby incorporated
by reference to Financial Statements of Part I - Financial
Information, Item 1  Financial Statements, contained in this Form 10-QSB.
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Exhibit 99 | Certification
|---------- | -------------

(b)        Reports on Form 8-K.

On June 27, 2002, we filed
a current report on Form 8-K announcing the appointment of S. Michael Rudolph as
a director of Famous Fixins, Inc. and the resignations of Victor Bauer as a
director and of Jason Bauer as an executive officer and as a director.

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# 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.
| | -------------------

|Dated:  September 13, 2002 | By:      /s/ S. Michael Rudolph
      S. Michael Rudolph
      Director
|-------------------------- | -----------------------------------------------------------------------

# CERTIFICATION

I, S. Michael Rudolph, certify that:

1.          I have reviewed this quarterly report on Form 10-QSB of Famous Fixins, Inc.;

2.          
Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3.          
Based on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report.

|Dated:  September 13, 2002 | /s/ S. Michael Rudolph
Acting Chief Executive Officer and
Acting Financial Officer
|-------------------------- | ----------------------------------------------------------------------------------

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