SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  Form 10-QSB/A

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

                For the quarterly period ended September 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
                                                                ------


   (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 September 30, 2003
     ---------------------                ---------------------------------
     $.001 par value                                   86,370,457 shares


Transitional Small Business Disclosure Format        Yes      No  X
                                                         ----    ---

<PAGE>


                         WARNING MODEL MANAGEMENT, INC.



                                      Index

PART I    -    FINANCIAL INFORMATION

         Item 1.  Financial Statements

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

                  Statements of Operations  for the three months and nine months
                           ended September 30, 2003 and September 30, 2002

                  Statements of Cash Flows for the three  months and nine months
                           ended September 30, 2003 and September 30, 2002

                  Notes to the Financial Statements for the nine months
                           Ended September 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

                               SEPTEMBER 30, 2003


<PAGE>


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

                        CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003






                                 C O N T E N T S
                              ---------------------



                                                                            Page
                                                                           -----
Consolidated Balance Sheets...............................................1 - 2

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

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

Notes to the Financial Statements........................................6 - 20


<PAGE>


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


<TABLE>
<CAPTION>

                                                              September 30, 2003     December 31, 2002
                                                              ------------------     -----------------
<S>                                                           <C>                    <C>
                             ASSETS                               (unaudited)            (audited)
Current Assets
   Cash and cash equivalents                                  $           42,520     $         503,422
   Accounts receivable, net of reserve for doubtful
     of $61,332 and $92,572, respectively                                163,963               332,823
   Advances to models, net of reserve of
     $166,180 and $166,180, respectively                                 241,379               419,233
   Advances to officer                                                    29,855                28,040
   Prepaid expenses                                                        1,777                 2,734
                                                              ------------------     -----------------

     Total Current Assets                                                479,494             1,286,252
                                                              ------------------     -----------------

Property and Equipment
   Furniture and fixtures                                                  8,168                 8,168
   Computers and equipment                                                81,487                90,805
                                                              ------------------     -----------------
                                                                          89,655                98,973

   Accumulated depreciation                                              (44,012)              (40,443)
                                                              ------------------     -----------------
     Total Property and Equipment                                         45,643                58,530
                                                              ------------------     -----------------
Other Assets
   Deposit                                                                11,400                     -
                                                              ------------------     -----------------
     Total Other Assets                                                   11,400                     -
                                                              ------------------     -----------------
        Total Assets                                          $          536,537     $       1,344,782
                                                              ==================     =================

</TABLE>


                                              (continued)

                         See accompanying notes to these financial statements.

                                                  -1-
<PAGE>

<TABLE>
<CAPTION>


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



                                                              September 30, 2003     December 31, 2002
                                                              ------------------     -----------------
<S>                                                           <C>                    <C>
                            LIABILITIES AND EQUITY                  (unaudited)           (audited)
         Current Liabilities
            Accounts payable and accrued expenses             $          275,746     $         445,266
            Bank overdraft                                                37,994                     -
            Model fees payable                                           272,987               319,946
            Model reserves                                                40,692                26,955
            Line of credit                                                48,987                51,036
            Notes payable                                                548,033               166,783
            Advances from shareholders                                   113,788                52,000
            Accrued interest - convertible debentures                    157,381                17,517
            Taxes payable                                                  6,360                 5,160
            Current portion - capital leases                               9,556                17,219
            Secured line of credit                                             -               367,400
            Convertible debentures                                     1,134,492             1,175,739
                                                              ------------------     -----------------
                 Total Current Liabilities                             2,646,016             2,645,021
                                                              ------------------     -----------------

         Long Term Liabilities
            Convertible debentures                                       474,023               403,087
            Convertible notes payable to shareholders                  2,515,825             2,390,105
            Capital leases                                                20,194                27,450
                                                              ------------------     -----------------

                 Total Long Term Liabilities                           3,010,042             2,820,642
                                                              ------------------     -----------------

         Equity
            Common stock - 800,000,000 authorized, par value
                 $0.001, 86,370,457 and 44,673,834 issued and
                 outstanding for 2003 and 2002, respectively              86,370                44,674
            Additional paid-in capital                                   495,363                97,235
            Accumulated deficit                                       (5,701,254)           (4,262,790)
                                                              ------------------     -----------------
                 Total Equity                                         (5,119,521)           (4,120,881)
                                                              ------------------     -----------------
                       Total Liabilities and Equity           $          536,537     $       1,344,782
                                                              ==================     =================
</TABLE>


                        See accompanying notes to these financial statements.


                                                 -2-
<PAGE>

<TABLE>
<CAPTION>


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


                                                  Three months ended September 30,       Nine months ended September 30,
                                                  ---------------    --------------    --------------     ----------------
                                                       2003               2002              2003               2002
                                                  ---------------    --------------    --------------     ----------------
                                                     (unaudited)        (unaudited)        (unaudited)        (unaudited)
<S>                                               <C>                <C>               <C>                <C>
Revenues
    Revenues                                      $   419,384        $   302,455       $  1,713,255       $  1,494,732
    Costs of revenues                                (606,594)           (52,054)        (1,367,215)          (802,485)
                                                  ---------------    --------------    --------------     ----------------

                                                     (187,210)           250,401            346,040            692,247
                                                  ---------------    --------------    --------------     ----------------

Operating Expenses
    Salaries and wages                                161,450            137,727            470,253            386,295
    Rent                                               43,142             16,103            108,013             48,627
    General and administrative                        123,400            124,939            765,960            309,786
    Business development                                3,504             25,860             68,387             44,849
    Depreciation and amortization                       4,789              5,486             16,650             12,103
                                                  ---------------    --------------    --------------     ----------------

       Total Operating Expenses                       336,285            310,115          1,429,263            801,660
                                                  ---------------    --------------    --------------     ----------------

Other Income (Expense)
    Interest income                                       250                  -                718                  -
    Other income                                        2,720              7,980             20,208             23,940
    Interest expense                                 (135,048)           (27,676)          (374,188)           (73,526)
    Other expense                                           -                  -               (499)                 -
                                                  ---------------    --------------    --------------     ----------------

       Total Other Income (Expense)                  (132,078)           (19,696)          (353,761)           (49,586)
                                                  ---------------    --------------    --------------     ----------------

           Net Loss Before Income Taxes              (655,573)           (79,410)        (1,436,984)          (158,999)

Provision for Income Taxes                               (400)              (200)            (1,480)              (600)
                                                  ---------------    --------------    --------------     ----------------
            Net Loss                              $  (655,973) $         (79,610)      $  1,438,464)      $   (159,599)
                                                  ===============    ==============    ==============     ================

Net loss per share - basic                        $     (0.01)       $     (0.00)      $      (0.02)      $      (0.01)
                                                  ===============    ==============    ==============     ================
Net loss per share - diluted                      $     (0.01)       $     (0.00)      $      (0.02)      $      (0.01)
                                                  ===============    ==============    ==============     ================
Number of share used in calculation - basic        85,068,004         24,313,665         71,588,699         24,313,665
                                                  ===============    ==============    ==============     ================
Number of share used in calculation - diluted      85,068,004         24,313,665         71,588,699         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 NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

<TABLE>
<CAPTION>

                                                                      2003                    2002
                                                              ----------------------   --------------------
<S>                                                           <C>                       <C>
Operating Activities:
    Net Loss                                                  $         (1,438,464)     $        (159,599)
Adjustments to reconcile loss to net cash
provided by (used in) operating activities:
    Depreciation and amortization                                           29,731                 12,147
    Bad debt expense                                                       125,000                100,816
    Bond and warrant discount amortization                                 155,909                      -
    Stock-based compensation                                               316,324                      -
    Other                                                                  (19,362)                10,833

Changes in operating assets and liabilities:
    Accounts receivable - trade                                            200,100               (170,527)
    Advances to models                                                      52,854               (284,755)
    Prepaid expenses                                                           957                      -
    Advances to officer                                                     (1,815)               (28,332)
    Deposits                                                               (11,400)                     -
    Bank overdraft                                                          37,994                 44,533
    Accounts payable and accrued expenses                                 (169,520)                63,525
    Model fees payable                                                     (46,959)               172,998
    Model reserves                                                          13,737                 14,823
    Taxes payable                                                            1,200                    600
    Accrued interest on convertible debt and secured line                  139,864                      -
                                                              ----------------------   --------------------

       Net cash used in operating activities                              (613,850)              (222,938)
                                                              ----------------------   --------------------

Investing activities:
    Purchases of property and equipment                                     (3,762)                (3,963)
                                                              ----------------------   --------------------

       Net cash used in investing activities                                (3,762)                (3,963)
                                                              ----------------------   --------------------
</TABLE>

                                   (continued)


             See accompanying notes to these financial statements.

                                      -4-

<PAGE>

<TABLE>
<CAPTION>

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


                                                                            2003                   2002
                                                                    ----------------------  --------------------
<S>                                                                            <C>                  <C>
Financing activities:
    Proceeds from convertible notes payables                                     50,000                      -
    Borrowings from secured line of credit                                      594,916              1,547,647
    Payments on secured line of credit                                         (962,276)            (1,311,858)
    Exercise of warrants                                                         48,000                      -
    Payments on capital lease obligation                                        (14,919)               (11,656)
    Payments under bank line of credit                                           (2,049)                (3,053)
    Proceeds from notes payable                                                 495,000                      -
    Payments on notes payable                                                  (113,750)                     -
    Advances from shareholders                                                   93,788                      -
    Payments on advances from shareholders                                      (32,000)                     -
                                                                    ----------------------  --------------------

       Net cash provided by (used in) financing activities                      156,710                221,080
                                                                    ----------------------  --------------------


       Increase (Decrease) in cash and cash equivalents                        (460,902)                (5,821)

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

Cash and cash equivalents, end of period                            $            42,520      $               -
                                                                    ======================  ====================


Supplemental disclosures of cash flow information:
    Cash paid during the period for
       Interest                                                     $            11,684      $             528
                                                                    ======================  ====================
       Taxes                                                        $                 -      $               -
                                                                    ======================  ====================

Supplemental schedule of non-cash financing activities

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

    Conversion of debt to common stock                              $            50,500      $              -
                                                                    ======================  ====================

    Fair value of warrants issued with notes payable                $            25,000      $              -
                                                                    ======================  ====================

</TABLE>

              See accompanying notes to these financial statements.

                                      - 5 -

<PAGE>


                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 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
product  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
                               SEPTEMBER 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
consolidated  financial statements for the three and nine months ended September
30, 2003 and 2002,  have been prepared in  accordance  with  generally  accepted
accounting  principles  for  interim  financial  information  in  the  US 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  September 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 financial  statements and notes are  representations of the management
and the  Board  of  Directors  who  are  responsible  for  their  integrity  and
objectivity.

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
                               SEPTEMBER 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 September 30, 2003, the Company's
current  liabilities  exceeded its current  assets by  $2,166,522  and its total
liabilities  exceeded its total assets by $5,119,521.  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 September 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
                               SEPTEMBER 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% 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
                               SEPTEMBER 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
                               SEPTEMBER 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.

In April  2003,  the FASB  issued  SFAS  149,  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities",  which  amends  SFAS 133 for
certain  decisions  made  by  the  FASB  Derivatives  Implementation  Group.  In
particular,  SFAS 149: (1) clarifies under what circumstances a contract with an
initial net investment meets the  characteristic of a derivative,  (2) clarifies
when a derivative contains a financing  component,  (3) amends the definition of
an underlying  instrument to conform it to language used in FASB  Interpretation
No. 45,  "Guarantor's  Accounting and Disclosure  Requirements  for  Guarantees,
Including Indirect Guarantees of Indebtedness of Others," and (4) amends certain
other existing pronouncements. This Statement is effective for contracts entered
into or modified after June 30, 2003, and for hedging  relationships  designated
after June 30, 2003. In addition,  most provisions of SFAS 149 are to be applied
prospectively.  Management  does not expect the  adoption  of SFAS 149 to have a
material impact on our financial position, cash flows or results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity" ("SFAS 150").
SFAS 150 changes the accounting  for certain  financial  instruments  that under
previous  guidance  issuers could account for as equity.  It requires that those
instruments be classified as liabilities in balance sheets. The guidance in SFAS
150 is  generally  effective  for  all  financial  instruments  entered  into or
modified  after May 31, 2003,  and  otherwise is effective on July 1, 2003.  The
adoption of SFAS 150 does not have a material impact on the Company's  financial
position, cash flows or results of operations.


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.


                                      -11-
<PAGE>

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


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.


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 nine months ended  September 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.


                                      -12-
<PAGE>



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

2.   INCOME TAXES (CONTINUED)
     -----------------------

At September  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 September 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.



3.   FINANCING AGREEMENT
     -------------------

The Company had 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.
The 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 September 30, 2003,  and December 31, 2002, are account  balances
totaling  $0 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 September  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.



                                      -13-
<PAGE>

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


5.   EQUITY
     ------

In January 2003, the Company issued  11,000,000  shares 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  shares 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 shares 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  shares of its  registered  common
stock,  having a market value of $50,000,  to three  individuals in lieu of cash
compensation for services rendered.

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.

In July 2003,  the holder of a 4%  convertible  debenture  converted  $25,000 of
principal into 5,446,623 shares of the Company's common stock.


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 September  30,  2003,  the Company has  advances to Mr.  Chamberlin  totaling
$29,855. These advances are due on demand and are non-interest-bearing.

Transactions with shareholders
------------------------------

Two shareholders had 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 nine months ended September 30, 2003,  shareholders  advanced a total
of $93,788, which are due on demand and bear 8% interest per annum.


                                      -14-
<PAGE>

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


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.


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 nine months  ended  September  30, 2003 and 2002 was $80,269
and $30,829, 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  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. No claim has been made regarding
these  liabilities as of September 30, 2003, and management  believes that it is
remote that any claim may arise, thus no reserve is necessary.


                                      -15-
<PAGE>

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


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.

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:

                                               September 30,     September 30,
                                                   2003              2002
                                             ---------------     ------------
  Net revenues                               $   1,713,255       $  1,923,613
  Operating expenses                             1,421,421          1,552,430
  Net loss                                        (496,104)          (387,067)

  Net loss per share - basic and diluted     $        (0.01)     $      (0.01)

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  September  30, 2003,  and  December 31, 2002,  consist of the
following:

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.

In July 2003,  the Company  obtained  $300,000 in debt  financing in the form of
short-term  notes bearing 18% interest per annum.  The Company  issued  warrants
convertible  into 5,000,000 shares of common stock at an exercise price of $0.01
per share.  Management  determined  the fair value of the warrants  issued to be
$25,000, which is being amortized over the term of the note.

In August 2003, the Company  obtained  short-term debt financing of $50,000 from
an unrelated party.



                                      -16-
<PAGE>

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


                                      -17-
<PAGE>


                         WARNING MODEL MANAGEMENT, INC.
                           (F/K/A FAMOUS FIXINS, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 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
September 30, 2003 and December 31, 2002:

                                                          2003         2002
                                                      ----------    ---------
   Outstanding principal amount of 5% debentures      $   33,975    $  33,975
  Less unamortized discount for warrants issued                -           (9)
                                                      ----------    ----------
   Carrying amount                                    $   33,975    $  33,966
                                                      ==========    ==========


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  in 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.

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 September 30, 2003.



                                      -18-
<PAGE>


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

10.  CONVERTIBLE DEBENTURES & PROMISSORY NOTES (CONTINUED)
     -----------------------------------------------------

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  September  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 September 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 September  30,  2003,  the Company has not
utilized this equity financing facility.



                                      -19-
<PAGE>


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

12.  SUBSEQUENT EVENTS
     -----------------

Effective  October 15,  2003,  the Company  has  obtained a new secured  lending
facility from a financial  institution.  The Company's future borrowings will be
secured by the underlying trade receivables.





                                      -20-
<PAGE>




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


RESULTS OF OPERATIONS

Nine Months Ended September  30, 2003 Compared to September  30, 2002
---------------------------------------------------------------------

Revenue for the nine months period ended  September  30, 2003 was  $1,713,255 is
compared to  $1,494,732  for the same period in 2002, or an increase of $218,523
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 nine months period ended September 30, 2003 was $346,040 as
compared to $692,247  for the same  period in 2002,  or a decrease of  $346,207.
This decrease in gross profit was  attributable  to increase in costs of revenue
which is affected by the increase in models and their fees and costs.

Operating  expenses for the nine months  period  ending  September 30, 2003 were
$1,429,263  as compared to $ 801,660 for the same period in 2002, or an increase
of $627,603.  The increase in operating expenses were mainly attributable to: 1)
an increase  in salaries  and wages of $83,958 due to an increase in head count;
2) an increase in rent of $59,386 due to the move to a larger office  space;  3)
an increase in general and administrative of $456,174 which was mainly due to an
increase in bad debts of $90,441 and consulting  fees of $251,547 4) an increase
business  development  of $23,538  and 5) an  increase  in  interest  accrued on
convertible debt and on secured line of credit of $4,547

Interest  expense was $374,188 for the nine month period  ending  September  30,
2003 as  compared  to $73,526  for the same  period in 2002,  or an  increase of
$300,662.  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  $20,427  for the nine  months  ended  September  30,  2003 as
compared to $23,940 for the same period ending  September 30, 2002. The decrease
in other income is mainly due to other miscellaneous income of $3,513.

The net (loss) for the Company for the nine month  period  ended  September  30,
2003 was $  (1,438,464)  compared to $ (159,599) for the nine month period ended
September 30, 2003 for an increase of $ 1,278,865.

Net change in cash used in operating activities for the nine month period ending
September  30,,  2003 was  ($613,850)  versus  ($222,938)  for the period  ended
September  30,  2002 for an  increase  of  $390,912.  This  change  in cash from
operating  activities was  principally due to an increase in loss of $1,278,865,
an increase in  accounts  payable of $233,045  offset by an increase in bad debt
expense of $24,184,  Stock-based  compensation of $316,324,  increase in account
receivable trade of $370,627, and increase in advances to models of $337,609 and
a increase in model fee payable of $219,957,  and increase in  convertible  debt
and secured line of $139,864

Net cash  provided by (used in) investing  activities  was ($3,762) and ($3,963)
for the nine month period ending September 30, 2003 and 2002, respectively. This
change is due to an increase in property and equipment.

Net cash provided by financing activities was $156,710 and $221,080 for the nine
month period  ending  September  30, 2003 and 2002,  respectively,  reflecting a
change of ($64,370).  This decrease was  principally due to payments made on the
secured  line of credit of  $349,582,  payments on notes


                                      -22-
<PAGE>


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


payable of  $(113,750)  offset by proceeds  from  convertible  notes  payable of
$50,000,  proceeds from notes payable of $495,000,  borrowings  from the secured
line of  credit  of  $(952,731),  advances  from  shareholders  of  $93,788  and
miscellaneous items of $13,741.

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


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


(a)  Evaluation  of  Disclosure  Controls and  Procedures.  Our Chief  Executive
Officer and Chief  Financial  Officer have  evaluated the  effectiveness  of our
disclosure  controls and procedures (as such term is defined in Rules 13a-15 and
15d-15  under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange
Act"))  as of the end of the  period  covered  by  this  quarterly  report  (the
"Evaluation Date"). Based on such evaluation, such officers have concluded that,
as of the Evaluation Date, our disclosure  controls and procedures are effective
in  alerting  them on a timely  basis to  material  information  relating to our
Company (including our consolidated subsidiaries) required to be included in our
reports filed or submitted under the Exchange Act.


(b) Changes in  Internal  Controls  over  Financial  Reporting.  During the most
recent  fiscal  quarter,  there  have not been any  significant  changes  in our
internal  controls  over  financial  reporting  or in other  factors  that  have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.




                                      -23-
<PAGE>

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

On July 9, 2003, the company issued a short-term notes payable to the Michael T.
Covell and Arline Covell Revocable  Trust, an unrelated party,  bearing interest
at 18% per annum in the amount of $300,000. The company, in conjunction with the
short-term  notes issued warrants  convertible  into 5,000,000  shares of common
stock at the exercise price of $0.01 per share.

On August 5,  2003,  the  company  issued a  short-term  note for  $50,000  with
interest at 10% per annum to Howard Schraub.

On September  26, 2003,  the company  issued a short-term  note for $15,000 with
interest of interest at 10% per annum to Betty Reider.

In October  2003,  the company  obtained a new secured  line of credit for up to
$300,000 collateralized by the company's receivables.


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.



                                      -24-
<PAGE>

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

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:

(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
                         Management, Inc. and concurrently changed the Company's
                         OTCBB 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.)
                               SEPTEMBER 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.


Signature                     Title                           Date
---------                     -----                           ------------
By:  /s/ Michael Rudolph      Chief Executive Officer         November  24, 2003
     -------------------
     Michael Rudolph          Director, and Principal
                              Accounting Officer

By:  /s/ Steve Chamberlin     Director                        November  24, 2003
     --------------------
     Steve Chamberlin

By:  /s/ Stanley Tepper       Chief Financial Officer         November  24, 2003
     ------------------
     Stanley Tepper


                                      -26-