AMENDMENT NO. 1 TO
                                   FORM 10-QSB
                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

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

     For the quarterly period ended September 30, 2000

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

     For the transition period from ________ to ___________.


                         Commission file number 0-27219

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

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

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

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

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]

As of December 7, 2000, the issuer had 13,941,264 shares of common stock, par
value $.001 per share, outstanding.

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

                                        1

<PAGE>

                               FAMOUS FIXINS, INC.

                                  FORM 10-QSB/A

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000

                                TABLE OF CONTENTS

                                                                        Page No.

PART 1.  FINANCIAL INFORMATION

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

          BALANCE SHEETS AS OF SEPTEMBER 30, 2000 AND DECEMBER 31, 1999     3

          INTERIM STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND         5
          NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

          INTERIM STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS              6
          ENDED SEPTEMBER 30, 2000 AND 1999

          INTERIM STATEMENT OF STOCKHOLDERS' EQUITY FOR THE NINE            8
          MONTHS ENDED SEPTEMBER 30, 2000

          NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE NINE MONTHS         9
          ENDED SEPTEMBER 30, 2000

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


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                 20

ITEM 2.  CHANGES IN SECURITIES                                             20

ITEM 5.  OTHER INFORMATION                                                 31

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                  31

                                        2

<PAGE>

PART I.       FINANCIAL INFORMATION

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

                                  FORM 10-QSB/A
                              FINANCIAL STATEMENTS

                               FAMOUS FIXINS, INC.

                                 BALANCE SHEETS
                                   (UNAUDITED)

<TABLE>
                                                                                SEPTEMBER 30,   DECEMBER 31,
                                                                                    2000           1999
                                                                                ----------      ----------
<S>                                                                             <C>             <C>
                                          A S S E T S
                                          -----------

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

   Cash and cash equivalents                                                    $   87,641      $  475,325
   Investments in marketable equity trading securities, net                         47,459         101,961
   Accounts receivable, net                                                        197,217         176,475
   Merchandise inventory                                                           487,382          69,542
   Unused barter credits - current portion                                         136,112               -
   Prepaid expenses                                                                 78,935          59,081
   Stock subscriptions receivable (all collected by April, 2000)                         -          47,500
                                                                                ----------      ----------

     TOTAL CURRENT ASSETS                                                       $1,034,746         929,884
                                                                                ----------      ----------

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

   Furniture and fixtures                                                           15,804          15,804
   Machinery and equipment                                                          34,077          25,576
                                                                                ----------      ----------
                                                                                    49,881          41,380
     Less: Accumulated depreciation                                                 14,605           8,089
                                                                                ----------      ----------

     NET PLANT AND EQUIPMENT                                                        35,276          33,291
                                                                                ----------      ----------

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

   Deferred debenture issuance costs, net                                           89,755          42,500
   Unused barter credits - noncurrent portion                                      136,112
   Security deposits                                                                 6,460           6,482
                                                                                ----------      ----------

     TOTAL OTHER ASSETS                                                            232,327          48,982
                                                                                ----------      ----------

                                                                                $1,302,349      $1,012,157
                                                                                ==========      ==========
</TABLE>

See accompanying notes to financial statements.

                                        3

<PAGE>

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

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

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

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

   Accounts payable and accrued expenses                                        $   289,370     $   508,341
   Due to customers                                                                  63,482         190,038
   Taxes payable - other than on income                                               8,707           9,544
   Income taxes payable                                                                 625             625
                                                                                -----------     -----------

     TOTAL CURRENT LIABILITIES                                                      362,184         708,548
                                                                                -----------     -----------

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

   5% convertible debentures, due October, 2002 (principal
      amount: 2000 - $38,975; 1999 - $450,000)                                       37,223         389,586
   0% convertible debentures, due March, 2005 (principal
      amount - $1,000,000)                                                          403,750               -
   Deferred rent                                                                      8,199               -
                                                                                -----------     -----------

     TOTAL LONG-TERM LIABILITIES                                                    449,172         389,586
                                                                                -----------     -----------

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

   Common stock, $.001 par value per share:
      Authorized                            25,000,000 shares
      Issued and outstanding
         13,866,264 shares in 2000; 10,462,624 shares in 1999                        13,865          10,462
   Additional paid-in capital                                                     3,629,910       1,557,337
   Accumulated deficit                                                           (3,102,782)     (1,603,776)
                                                                                -----------     -----------
                                                                                    540,993         (35,977)
      Less: Unused advertising barter credits issued in exchange
                   for common stock                                                 (50,000)        (50,000)
                                                                                -----------     -----------

     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                           490,993         (85,977)
                                                                                -----------     -----------

                                                                                $ 1,302,349     $ 1,012,157
                                                                                ===========     ===========
</TABLE>

See accompanying notes to financial statements.

                                       4

<PAGE>

                               FAMOUS FIXINS, INC.

                        INTERIM STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
                                                          THREE MONTHS ENDED             NINE MONTHS ENDED
                                                             SEPTEMBER 30,                  SEPTEMBER 30,
                                                     ----------------------------   ----------------------------
                                                         2000            1999           2000            1999
                                                     ------------    ------------   ------------    ------------
<S>                                                  <C>             <C>            <C>             <C>
NET SALES                                            $    337,687    $    981,673   $  1,724,617    $  2,178,859
                                                     ------------    ------------   ------------    ------------

COST OF GOODS SOLD
------------------
   Merchandise inventory at beginning of period           417,714          71,545         69,542          27,420
   Purchases                                              248,326         530,874      1,268,962       1,194,682
   Other direct costs                                      43,770          26,107        169,374          95,241
                                                     ------------    ------------   ------------    ------------
                                                          709,810         628,526      1,507,878       1,317,343
      Less: Merchandise inventory at end of period        487,382          79,868        487,382          79,868
                                                     ------------    ------------   ------------    ------------

TOTAL COST OF GOODS SOLD                                  222,428         548,658      1,020,496       1,237,475
                                                     ------------    ------------   ------------    ------------

GROSS PROFIT                                              115,259         433,015        704,121         941,384
                                                     ------------    ------------   ------------    ------------

OPERATING EXPENSES
------------------
   Selling expenses                                       126,897         234,566        951,859         663,764
   General and administrative expenses                    233,184         157,386        792,179         380,489
   Interest expense, net                                   55,559           1,815        458,634           5,217
                                                     ------------    ------------   ------------    ------------

TOTAL OPERATING EXPENSES                                  415,640         393,767      2,202,672       1,049,470
                                                     ------------    ------------   ------------    ------------

OPERATING INCOME (LOSS) BEFORE
   PROVISION FOR INCOME TAXES                            (300,381)         39,248     (1,498,551)       (108,086)

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

NET INCOME (LOSS)                                    $   (300,381)   $     39,248   $ (1,499,006)   $   (109,420)
                                                     ============    ============   ============    ============

Net income (loss) per common share, basic            $     (0.022)   $      0.004   $     (0.117)   $     (0.011)
Net income (loss) per common share,
   assuming full dilution                            $     (0.022)   $      0.003   $     (0.117)   $     (0.011)
Weighted average number of common
   shares outstanding,
      basic                                            13,458,194      10,462,624     12,750,024      10,042,183
      assuming full dilution                           13,458,194      11,477,963     12,750,024      10,042,183
</TABLE>

See accompanying notes to financial statements.

                                       5

<PAGE>

                               FAMOUS FIXINS, INC.

                        INTERIM STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
                                                                                      NINE MONTHS ENDED
                                                                                        SEPTEMBER 30,
                                                                                ----------------------------
                                                                                   2000             1999
                                                                                -----------      -----------
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                     $(1,499,006)     $  (109,420)
   Adjustments to reconcile net loss to net cash provided by (used in)
      operating activities:
         Noncash items:
            Depreciation                                                              6,516            2,362
            Amortization                                                            102,885                -
            Deferred rent expense                                                     8,199                -
            Interest expense paid by issuance of common stock                         9,638                -
            Component of interest expense attributable to beneficial
               conversion feature of debentures issued                              325,000                -
            Value of common stock issued for services received by
               the Company                                                          212,924          121,826
            Value of warrants issued for services received by the Company           439,661          222,131
            Unrealized loss on investments in marketable equity
               trading securities                                                     7,502                -
            Unused barter credits                                                  (272,224)               -
         (Increase) decrease in assets:
            Accounts receivable                                                     (20,742)        (627,387)
            Merchandise inventory                                                  (417,840)         (52,448)
            Prepaid expenses                                                        (19,854)         (24,307)
            Security deposits                                                            22
         Increase (decrease) in liabilities:
            Accounts payable and accrued expenses                                  (218,971)         637,983
            Due to customers                                                       (126,556)               -
            Taxes payable - other than on income                                       (837)           1,522
                                                                                -----------      -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              (1,463,683)         172,262
                                                                                -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from borrowing against investment in marketable
     equity trading securities                                                       47,000                -
   Payments for plant and equipment additions                                        (8,501)               -
                                                                                -----------      -----------
NET CASH PROVIDED BY INVESTING ACTIVITIES                                            38,499                -
                                                                                -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of convertible debentures, net                            990,000                -
   Proceeds from issuance of common stock, net                                            -          287,734
   Proceeds of long-term debt from bank                                                   -           35,000
   Repayments of long-term debt to bank                                                   -          (36,545)
   Proceeds of stock subscriptions receivable                                        47,500
   Repayments of notes payable to related party                                           -         (134,303)
                                                                                -----------      -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                         1,037,500          151,886
                                                                                -----------      -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               (387,684)         324,148

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $    87,641      $   343,648
                                                                                ===========      ===========
</TABLE>

                                   (CONTINUED)

See accompanying notes to financial statements.

                                       6

<PAGE>

                               FAMOUS FIXINS, INC.

                  INTERIM STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)

<TABLE>
                                                                                      NINE MONTHS ENDED
                                                                                        SEPTEMBER 30,
                                                                                ----------------------------
                                                                                   2000             1999
                                                                                -----------      -----------
<S>                                                                             <C>              <C>
Supplemental information about cash payments is as follows:
   Cash payments for interest                                                   $         -      $    12,230
   Cash payments for income taxes                                               $       455      $       625

Supplemental disclosure of noncash financing activities:
   Issuance of warrants in connection with convertible debentures
      issued by the Company                                                     $   675,000      $         -
   Conversion of debentures to common stock                                     $   423,391      $         -
   Common stock subscriptions received for common shares issued                 $         -      $    53,750
</TABLE>

See accompanying notes to financial statements.

                                       7

<PAGE>

                               FAMOUS FIXINS, INC.

                    INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
                                   (UNAUDITED)

                      NINE MONTHS ENDED SEPTEMBER 30, 2000

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

Issuance of common shares on conversion of
  convertible debentures, net                         423,391    2,903,640      2,903       420,488             -                -

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

Issuance of warrants for services received            439,661            -          -       439,661             -                -

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

Net loss - Nine months ended September 30, 2000    (1,499,006)           -          -             -    (1,499,006)               -
                                                  -----------   ----------   --------   -----------   -----------   --------------

BALANCE (DEFICIT) - SEPTEMBER 30, 2000            $   490,993   13,866,264   $ 13,865   $ 3,629,910   $(3,102,782)  $      (50,000)
                                                  ===========   ==========   ========   ===========   ===========   ==============
</TABLE>

See accompanying notes to financial statements.

                                       8

<PAGE>

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2000


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

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

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

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

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

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

                    In February 2000, the Company received the remaining balance
               of $100,000 of an aggregate of $550,000 pursuant to 5%
               Convertible Debenture and Warrants Purchase Agreements.
               Subsequently, the Company issued 2,903,640 shares of its common
               stock upon conversion of $511,025 principal amount of such
               debentures (and unpaid interest of $9,638), resulting in $38,975
               principal amount outstanding at September 30, 2000.

                                       9

<PAGE>

                              FAMOUS FIXINS, INC.

                     NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2000


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

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

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

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

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

                    In March, 2000, the Company entered into an agreement to
               sell certain merchandise products in exchange for a $457,104
               trade credit to purchase future television, radio, other
               advertising mediums and various services such as warehousing,
               hotel rooms, airline tickets and office equipment on a barter
               basis over a maximum period of four years. In April 2000,
               pursuant to the agreement, the Company delivered merchandise with
               an estimated fair value of $302,472 to the barter company in
               connection with the aforementioned trade credit commitment. The
               Company has commenced a lawsuit in October 2000 against the
               barter company in which, among other claims, it asserts that the
               barter company failed to establish the $457,104 trade credit in
               favor of the Company. The Company believes that the barter
               company has no meritorious defenses to the claims, even though
               the barter company is denying the claims. The amount due from the
               barter company as at September 30, 2000 is carried on the
               Company's accounts at the estimated fair value of the transferred
               merchandise ($302,472) less an allowance ($30,248) for estimated
               unrecoverable amounts, resulting in a net balance due of
               $272,224. The balance sheet as at September 30, 2000 reflects
               $136,112 of the fair value of the barter credit as a current
               asset (which is intended to be used within one year of the
               balance sheet date) and the remaining balance is reported under
               the category, "other assets".

                    The Company accounts for warrants issued to purchase common
               stock in connection with services rendered to the Company using
               the fair value method prescribed in SFAS No. 123 "Accounting for
               Stock-Based Compensation". Stock-based compensation cost charged
               to operations for the nine months ended September 30, 2000 was
               $439,661, including the $114,076 of services described above.

                                       10

<PAGE>

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2000


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

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

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

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

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

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

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

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

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

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

                                       11

<PAGE>

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2000


NOTE 3.   GOING CONCERN
          -------------

               The accompanying financial statements have been prepared assuming
          that the Company will continue as a going concern. The Company is
          dependent upon obtaining financing and/or raising capital to continue
          operations. The financial statements do not include any adjustments
          that might result from the outcome of this uncertainty. It is
          management's plan to raise additional funds to continue operations.

NOTE 4.   SUBSEQUENT EVENTS
          -----------------

          A.   4% CONVERTIBLE DEBENTURES
               -------------------------

                    On October 27, 2000, the Company entered into an agreement
               with three investors for the sale of 4% convertible debentures
               and warrants for 250,000 shares of the Company's common stock.
               The transaction closed on November 7, 2000. Under the terms of
               the agreement, the principal amount of the 4% debentures is
               $1,500,000, consisting of a new debenture of $500,000 and the
               surrender of outstanding 0% $1,000,000 principal amount of
               convertible debentures dated March 7, 2000. The 4% $1,500,000
               convertible debentures are due in August 2001, with a 5% premium
               on principal plus accrued interest. Interest is payable
               semi-annually, commencing December 1, 2000 and is convertible
               into common stock at the investors option. The 250,000 warrants
               are exercisable before November 7, 2003.

                    On or after the August 2001 maturity date, the holders of
               the 4% convertible debentures may convert the debentures into
               common shares under certain conditions, the maximum shares to be
               received by any one debenture holder being no greater than 9.9%
               of the then outstanding common stock, including other shares held
               by the debenture holder. Among other provisions of the agreement,
               including default, merger and common stock sale restrictions by
               the Company, the investors may elect to cause the Company to
               redeem the debentures including interest and a 30% redemption
               premium, from up to 50% of the net proceeds received under an
               equity drawdown facility (or other permitted financing) described
               in item B, below.

                    The Company received net cash proceeds of $440,000 in
               November 2000, consisting of 90% of the proceeds of $500,000
               less $10,000 for the investors legal, administrative and escrow
               costs.

                    The Company also issued as part of the placement fee, 75,000
               shares of restricted common stock and a warrant to purchase
               100,000 shares of common stock.

                                       12


<PAGE>

                               FAMOUS FIXINS, INC.

                      NOTES TO INTERIM FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 2000


NOTE 4.   SUBSEQUENT EVENTS (CONTINUED)
          -----------------

          B.   EQUITY DRAWDOWN FACILITY
               ------------------------

                    On October 31, 2000, the Company entered into an equity line
               of credit type of agreement for the future issuance and sale of
               shares of its common stock pursuant to which the investor has
               committed to provide up to $5 million at the Company's request
               over a 24 month period. The Company may request, at minimum
               intervals of 29 trading days each, a minimum drawdown of $100,000
               and a maximum amount based on 4.5% of the volume-weighted average
               daily price of the Company's common stock for the 3 month period
               prior to the drawdown request and the total trading volume for
               the 3 months prior to the request. Such amounts as may be
               received may be limited by a provision that prevents the Company
               from issuing shares to the investor to the extent that the
               investor would beneficially own more than 9.9% of the Company's
               then outstanding common stock. The common stock issuable upon
               each drawdown is to be included in a registration statement to be
               filed for the resale of the common stock. Until the registration
               statement is effective, the Company cannot use or receive any
               funds from the equity line.

                    The per share amount to be received for the Company's common
               stock for each drawdown shall include a 17.5% discount on the
               market price of the shares (as defined) and the proceeds shall be
               further reduced by certain charges and a 10% placement fee. In
               connection with this agreement, the Company issued a stock
               purchase warrant for up to 500,000 shares of common stock and the
               Company has agreed to issue additional warrants for shares equal
               to 50% of the shares purchased by the investor on each drawdown.
               There are various other conditions to the agreement, including
               the investor's right to terminate the agreement under specified
               events. At the closing, the Company paid $10,000 for the
               investor's legal and other expenses.

                                       13

<PAGE>

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

"FORWARD-LOOKING" INFORMATION

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

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

MANAGEMENT'S DISCSSION AND ANALYSIS OR PLAN OF OPERATIONS

Results of Operations

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

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

                                 THREE MONTHS ENDED       NINE MONTHS ENDED
                                    SEPTEMBER 30,            SEPTEMBER 30,
                                --------------------  ------------------------
                                   2000       1999        2000         1999
                                ---------   --------  -----------   ----------
NET SALES                       $ 337,687   $981,673  $ 1,724,617   $2,178,859
COST OF GOODS SOLD                222,428    548,658    1,020,496    1,237,475
GROSS PROFIT ON SALES             115,259    433,015      704,121      941,384
OPERATING EXPENSES                415,640    393,767    2,202,672    1,049,470
OPERATING INCOME (LOSS) BEFORE
  PROVISION FOR INCOME TAXES     (300,381)    39,248   (1,498,551)    (108,086)
PROVISION FOR INCOME TAXES              -          -          455        1,334
NET INCOME (LOSS)               $(300,381)   $39,248  $(1,499,006)  $ (109,420)


     Sales for the three months and nine months ended September 30, 2000
decreased approximately 66% and 21%, respectively, as compared to the same
period in 1999. The decrease in sales during the three month and nine month
periods resulted from the expiration of several licenses with celebrities for
six cereal products and related merchandise.

                                       14

<PAGE>

     Cost of goods sold for the three months ended September 30, 2000 was
approximately 66% of sales, as compared to approximately 56% of sales for the
comparable period in 1999. Cost of goods sold for the nine months ended
September 30, 2000 was approximately 59% of sales, as compared to approximately
57% of sales for the comparable period in 1999. We offered five more
products in the three months ended September 30, 2000 and ten more
products in the nine months ended September 30, 2000, than in the three and nine
months ended September 30, 1999.  We experienced an increase in cost of goods
sold as a percentage of sales for the three months and nine months ended
September 30, 2000 in connection with the introduction of new products, and the
expiration of certain licenses and the discontinuation of six cereal
product lines during the nine months ended September 30, 2000. Although we
expect our cost of goods sold to increase as we make more diverse products
available for sale, we expect cost of goods sold to decrease as a percentage of
total sales as our sales volume for particular product lines grows.

     Gross profit on sales for the three months ended September 30, 2000 was
$115,259, a decrease of 73% as compared to the three months ended September 30,
1999 of $433,015. Gross profit on sales for the nine months ended September 30,
2000 was $704,121, a decrease of 25% as compared to the nine months ended
September 30, 1999 of $941,384. The decrease in gross profit is attributable to
the expiration of certain licenses, the discontinuation of six cereal
product lines, and the introduction of ten new products beginning in
January 2000.

     For the three months ended September 30, 2000, as compared to the three
months ended September 30, 1999, operating expenses increased to $415,640 from
$393,767, which represents a 6% increase in operation expenses, and which
represents, as compared to the three months ended September 30, 1999, an
increase to 123% of sales from 40% of sales. For the nine months ended September
30, 2000, as compared to the comparable period in 1999, operating expenses
increased to $2,202,672 from $1,049,470, which represents a 110% increase in
operating expenses, and which represents, as compared to the comparable period
in 1999, an increase to 128% of sales from 48% of sales. The increase in our
operating expenses in the three months and nine months ended September 30, 2000
is due mainly to an expansion of our operations, creation of new product lines,
and licensing fees, including the related costs of stock warrants issued, in
connection with new celebrity licenses obtained by us, and to a lesser extent,
an increase in personnel from one full-time employee to three full-time
employees. Operating expenses are expected to increase as new product lines are
created and as more products are sold; however, operating expenses are expected
to decrease as a percentage of total sales as our sales volume grows.

     For the three months ended September 30, 2000, we operated at a net loss of
$300,381, or $.022 per share basic and diluted, as compared to net income of
$39,248, or $.004 per share basic and $.003 per share diluted, for the three
months ended September 30, 1999. For the nine months ended September 30, 2000,
we operated at a loss of $1,499,006, or $0.117 per share basic and diluted, as
compared to a net loss of $109,420, or $0.011 per share basic and diluted, for
the nine months ended September 30, 1999, largely due to the related costs of
stock and warrants issued and the issuance of convertible debentures.  We
anticipate increases in revenues in the remainder of fiscal year 2000, depending
on the success of six new products launched since May 2000.  We may not
experience profitability in fiscal year 2000 because we have discontinued
several products in connection with the expiration of several licenses and
because we expect our cost of goods sold and operating expenses to also
increase significantly in the 2000 fiscal year.  While the addition of new
product lines may also create liquidity issues and demands on our limited
resources, it is anticipated that the decreased revenues generated this year,
due to the expiration of certain licenses and discontinuation of certain
products, may not have a favorable impact on income and liquidity.

                                       15

<PAGE>

     Included in the net loss of $1,499,006 for the nine month period ended
September 30, 2000 are several substantial non-cash charges to income
aggregating approximately $978,000 relating to (a) the issuance of $1,000,000
principal amount of convertible debentures and (b) stock warrants and common
stock shares issued for services rendered. In February 2000, we issued
$1,000,000 principal amount of 0% convertible debentures, which may be converted
into common stock on a current basis, at a conversion price of $.40 per share,
the market value at the date of issuance of the debentures being $.74. The
beneficial conversion feature attributable to the debenture issuance is required
to be recognized in income, currently. We have allocated $325,000 to the
debenture's beneficial conversion feature and such amount is reflected as a
component of current interest expense. The accounts also reflect charges, in the
amount of approximately $653,000 for the nine month period ended September 30,
2000, representing the allocable service costs of outstanding stock and warrants
issued in connection with royalty, employment and other consulting agreements.
There is no assurance that additional warrants or other securities will not be
issued, or that additional charges will not be incurred for similar future
transactions. Our business is to license names of celebrities for consumer
products, and to issue warrants for our common stock to such celebrities as part
of the licensing fee arrangements. In October 2000, we entered into an agreement
for 4% convertible debentures with a principal amount of $1,500,000, pursuant to
which the $1,000,000 principal amount of 0% convertible debentures issued in
February 2000 were surrendered. Accordingly, we anticipate the continuance of
these types of charges against earnings when we make additional licensing
transactions with celebrities and celebrity athletes or when we enter service or
financing agreements.

     Our food sales business is not seasonal in nature. Inflation is not deemed
to be a factor in our operations.

                                       16

<PAGE>

Financial Condition or Liquidity and Capital Resources

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

     In October 1999, we entered into agreements pursuant to which certain
investors agreed to purchase an aggregate of $550,000 principal amount of 5%
convertible debentures due October 19, 2002 and 139,152 warrants to purchase
shares of Famous Fixins' common stock. At the initial closing date, we received
gross proceeds of $450,000, and in February 2000, we received the remaining
$100,000 when the 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. At our option, the
convertible debentures may be exchanged into convertible preferred stock.
Debenture holders have converted debentures into shares of common stock as
summarized below:

          -    on February 23, 2000, $150,000 in principal into 1,000,000
               shares;
          -    on February 24, 2000, $76,240 in principal and interest into
               508,264 shares;
          -    on March 30, 2000, $127,691 in principal and interest into
               302,299 shares;
          -    on May 25, 2000, $72,042 in principal and interest into 227,620
               shares;
          -    on June 29, 2000, $25,844 in principal and interest into 166,519
               shares;
          -    on July 19, 2000, principal amount of $1,025 and accrued interest
               of $37 into 8,676 shares;
          -    on August 8, 2000, principal amount of $20,000 and accrued
               interest of $758 into 156,313 shares; and
          -    on September 26, 2000, principal amount of $45,000 and accrued
               interest of $1,998 into 533,949 shares.

                                       17

<PAGE>

     In March 2000, we entered into an agreement pursuant to which certain
investors agreed to purchase an aggregate of $1,000,000 principal amount of 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 are entitled to convert
the debentures into shares of common stock at a conversion price of $.40 per
share. The warrants are exercisable before March 13, 2005 at a purchase price of
$.75 per share. 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 due on August 7, 2001 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 4% convertible debentures are due in August 2001 with
a 5% premium on the principal and the accrued unpaid interest. The investors
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. The warrants are
exercisable before November 7, 2003 at a purchase price per share of $0.0588. 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.
On or after the maturity date, the investors may convert the 4% convertible
debentures into shares of common stock if a registration statement for the
equity line of credit is not effective on the maturity date or if we do not 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 (i) $0.054 or (ii) 85% of the average of the 5 lowest
closing bid prices during the 22 trading days preceding the applicable
conversion date. At the investors' 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. 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. We believe that such sources of funds will be sufficient to fund our
operations for the next nine months.

                                       18

<PAGE>

     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. Once every 29 trading days, we
may request a draw of up to $5 million of that money, 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 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 common
stock purchase warrant gives the investor an opportunity to purchase shares of
our common stock even though we draw little or no amount of funds under the
common stock purchase agreement. The warrants to purchase 500,000 shares of
common stock has an exercise price of $0.0636 and expires 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. At
the closing we paid the escrow agent $10,000 for the investor's legal,
administrative and escrow costs. Until an effective registration statement is in
place, we cannot use and will not receive any funds from the equity line.

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

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

                                       19

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     In October 2000, we commenced an action before the New York Supreme Court,
County of New York, against SKR Resources, Inc. alleging breach of contract and
conversion. On or about March 13, 2000, we entered into a contract with SKR
Resources in which we agreed to sell, indemnify, and transfer title to SKR
$457,104 worth of our products, and SKR agreed to establish a trade credit for
our benefit in the amount of $457,104. Additionally, SKR Resources promised to
place advertisements in several specific magazines, key to the launches of
several of our products. In the complaint, we alleged that SKR Resources failed
and neglected to perform the conditions of the contract by failing to establish
the trade credit for $457,104, and that SKR Resources also breached the contract
by not placing ads in several specific magazines. In the complaint, we also
alleged that SKR Resources converted the property by failing to establish a
trade credit in the amount of $457,104. In the proceeding, we seek a judgment
against SKR Resources in the sum of $457,104, together with interest from May
22, 2000, the costs and disbursements of the action, and for such other and
further relief. The complaint has only recently been served. We do not believe
that SKR Resources has any meritious defense to our claims despite the answer to
the statement of claims by SKR Resources denying all of our claims. The lawsuit
may or may not be resolved in the near future. We believe that the allegations
we made against SKR Resources have merit, and we expect that we may prevail in
the proceeding in whole or in part; however, we cannot be sure that we will
prevail, or that we will recover the relief sought, in whole or in part.

ITEM 2.  CHANGES IN SECURITIES

Stock Options to Employee

     In October 2000, we granted Rich Seery, an employee of Famous Fixins,
warrants to purchase 160,000 shares of our common stock in a transaction deemed
to be exempted under Section 4(2) of the Securities Act of 1933. The warrants
expire on June 30, 2005 and are exercisable as follows:

        -  after October 3, 2000, to purchase 10,000 shares at $.10 per share;
        -  after June 30, 2000, to purchase up to 30,000 shares at $.10 per
           share;
        -  after June 30, 2001, to purchase up to an additional 30,000
           shares at a 50% discount to the average closing bid price of
           the Company's common stock for the five consecutive business
           days ending on and including June 30, 2001;
        -  after June 30, 2002, to purchase up to an additional 30,000
           shares at a 50% discount to the average closing bid price of
           the Company's common stock for the five consecutive business
           days ending on and including June 30, 2002;
        -  after June 30, 2003, to purchase up to an additional 30,000
           shares at a 50% discount to the average closing bid price of
           the Company's common stock for the five consecutive business
           days ending on and including June 30, 2003; and
        -  after June 30, 2004, to purchase up to an additional 30,000
           shares at a 50% discount to the average closing bid price of
           the Company's common stock for the five consecutive business
           days ending on and including June 30, 2004.

If Seery's employment with Famous Fixins is terminated, at any time, for
whatever reason, all unexercised warrants and all rights to such warrants, as of
the date of termination, shall be immediately forfeited. We made a determination
that Seery was a sophisticated investor with enough knowledge and experience in
business to evaluate the risks and merits of the investment.

                                       20

<PAGE>

4% Convertible Debentures and Warrants

     We entered into agreements, dated as of October 27, 2000, for the sale of
4% convertible debentures with a principal amount of $1,500,000 and warrants to
purchase 250,000 shares of common stock with Roseworth Group Ltd., Austost
Anstalt Schaan and Balmore S.A., in transactions deemed to be exempt under
Section 4(2) of the Securities Act of 1933. The transaction closed on November
7, 2000. We made a determination that the three investors were sophisticated
investors with enough knowledge and experience in business to evaluate the risks
and merits of the investment. We have agreed to file a registration statement
for the resale of the common stock underlying the securities issued under this
transaction.

     The principal amount of the 4% convertible debentures is $1,500,000,
consisting of (i) principal in the amount of $500,000, of which $250,000 was
provided by Roseworth Group, $125,000 was provided by Austost Anstalt Schaan,
and $125,000 was provided by Balmore Funds, and (ii) the surrender of
outstanding 0% convertible debentures with a principal amount of $1,000,000,
issued pursuant to the Convertible Debenture and Warrants Purchase Agreement,
dated March 7, 2000, of which a principal amount of $400,000 was held by
Roseworth Group Ltd., a principal amount of $250,000 was held by Austost Anstalt
Schaan, and a principal amount of $350,000 was held by Balmore Funds. The 4%
convertible debentures are due on August 7, 2001 with a 5% premium on the
principal and the accrued unpaid interest. We may not pay the principal before
the maturity date without the express written consent of the investors.
Semi-annual interest payments are due and payable on December 1 and June 1 of
each year, commencing with December 1, 2000. The investors 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.

     The warrants to purchase 250,000 shares of common stock are exercisable
before November 7, 2003 at a purchase price of per share of $0.0588, which
equals the average of the closing bid prices for the common stock on the 5
trading days immediately prior to the closing date. Of these warrants, Roseworth
Group owns warrants to purchase 108,333 shares, Austost Anstalt Schaan owns
warrants to purchase 62,500 shares, and Balmore Funds owns warrants to purchase
79,167 shares.

     We agreed to enter into an equity line of credit type of transaction
arranged by Union Atlantic, L.C. within 10 days of this transaction, which
failure shall constitute an event of default of the convertible debentures. We
entered into a equity line of credit transaction on October 31, 2000, the terms
of which are summarized separately in this report on Form 10-QSB.

     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.

     On or after the maturity date, the investors may convert the 4% convertible
debentures into shares of common stock if a registration statement for the
equity line of credit is not effective on the maturity date or if we do not 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 (i) $0.054, the average of the 5 lowest closing bid
prices of the common stock during the 22 trading days immediately prior to the
closing date of this transaction, or (ii) 85% of the average of the 5 lowest
closing bid prices during the 22 trading days preceding the applicable
conversion date.

     The maximum number of shares of common stock that may be received upon the
conversion of the debentures by any one holder is 9.9% of our then-outstanding
common stock after the conversion, including any other shares of common stock
held by the holder.

                                       21

<PAGE>

     At the investors' 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.

     We agreed not to enter any sale of our securities at a discount to the
then-current bid price, other than the equity line of credit, until the earlier
of such date when a registration statement for the debentures is effective for
180 days after the maturity date, or when all of the 4% convertible debentures
have been redeemed. However, we are permitted to sell securities under the
following circumstances:

          -    pursuant to the exercise of options under an employee benefit
               plan approved by our stockholders,
          -    pursuant to any compensatory plan for a full-time employee or key
               consultant,
          -    in connection with a strategic partnership or other business
               transaction, the principal purpose of which is not simply to
               raise money,
          -    in a registered public offering which is underwritten by one or
               more established investment banks, except an equity line type
               financing, or
          -    with the prior written approval of a majority in interest of the
               investors.

     If we seek to enter into such a permitted sale of our securities, the
investors are entitled to match the terms of any such permitted sale. In
addition, each investor has the right to exchange its 4% convertible debentures,
plus accrued and unpaid interest, for the securities issued in any such
permitted sale, based on the terms of such permitted sale.

     If we sell common stock or securities exchangeable into common stock,
excluding sales of our securities under the first three permitted circumstances
described above when any principal and interest on the debentures is
outstanding, for less than the per share price equal to the average of the 5
lowest closing bid prices of the common stock during the 22 trading days
immediately prior to the closing date of this transaction, then the conversion
price of the 4% debentures shall be adjusted downward to equal such lower per
share price. Such lower per share price shall be:

          -    the lowest conversion or exercise price at which such securities
               are converted or exercised if, in such transaction, we issue or
               sell any securities that are convertible into, exchangeable or
               exercisable for, or include the right to receive additional
               shares of common stock, (x) at a price or rate that varies with
               the trading prices of our common stock or (y) with a fixed price
               that can be reset;
          -    the lowest conversion or exercise price at which such securities
               are converted or exercised if, in such transaction, we issue or
               sell any securities pursuant to an equity line structure which
               provides for the resale of registered securities;
          -    the lowest adjustment price if the capital raising transaction
               grants the investor in that transaction the right to receive
               additional shares based upon future transactions of the company
               on terms more favorable than those granted to that investor in
               the capital raising transaction.; or
          -    if the consideration in such sale is not cash, the Board of
               Directors' good faith determination of such consideration.

     We have undertaken to cause within 150 days of the closing date to have
reserved, and shall continue to reserve and keep available at all times,
sufficient shares of common stock for the purpose of issuing shares of common
stock upon the conversion of the debentures and exercise of the warrants.

                                       22

<PAGE>

     The following circumstances constitute a default of the transaction:

          -    we default in the payment of principal or interest on the
               debentures for 3 trading days;
          -    we made, with respect to the time made, any material false or
               misleading material representations or warranties;
          -    for 5 business days, we fail to cause the issuance shares of
               common stock to the investors upon proper exercise;
          -    for 5 business days, we fail to cause the lawful transfer of any
               of the investor's common stock certificates;
          -    for 5 business days, we fail to cause the lawful removal of any
               restrictive legend or to cause the transfer agent to transfer a
               common stock certificate or any shares;
          -    we fail to materially perform or observe any other covenant,
               term, provision, condition, agreement or obligation under the
               transaction and fail to cure within 30 days from written notice;
          -    we admit in writing our inability to pay our debts generally as
               they mature;
          -    we make an assignment for the benefit of creditors or commence
               proceedings for our dissolution;
          -    we apply for or consent to the appointment of a trustee,
               liquidator or receiver for a substantial part of our property or
               business;
          -    a trustee, liquidator or receiver is appointed for the company or
               for a substantial part of our property or business without our
               consent and is not be discharged within 60 days;
          -    any governmental agency or any court of competent jurisdiction at
               the instance of any governmental agency assumes custody or
               control of the whole or any substantial portion of our properties
               or assets and is not dismissed within 60 days;
          -    any money judgment, writ or warrant of attachment, or similar
               process in excess of $100,000 in the aggregate is entered or
               filed against us or our properties or other assets and remains
               unpaid, unvacated, unbonded or unstayed for 60 days or later than
               5 days prior to the date of any proposed sale thereunder;
          -    bankruptcy, reorganization, insolvency or liquidation proceedings
               or other proceedings for relief under any bankruptcy law or any
               law for the relief of debtors is instituted by or against us and,
               if instituted against us, is not dismissed 60 days or we by any
               action or answer approve of, consent to, or acquiesce in any such
               proceedings or admit the material allegations of, or default in
               answering a petition filed in any such proceeding;
          -    the registration statement for the resale of the common stock
               underlying the securities issued in this transaction is not
               declared effective by the SEC within 180 days from the closing
               date;
          -    upon a properly noticed conversion request, we fail to deliver
               the appropriate securities, free of a legend when lawful to do
               so, within 10 trading days; or
          -    we have our common stock suspended or delisted from trading for
               more than 5 trading days.

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<PAGE>

     In case of our merger or consolidation with or into another entity, or our
sale of more than one-half of our assets, the investors have the right to:

          -    deem such occurrence a default of the transaction and exercise
               their rights of prepayment;
          -    convert their aggregate outstanding principal amount of the
               debenture into shares of our common stock or into shares of stock
               and other securities, cash and property receivable upon or deemed
               to be held by holders of common stock following such merger,
               consolidation or sale, and the investors shall be entitled upon
               such event to receive such amount of securities, cash and
               property as the shares of common stock into which such aggregate
               principal amount of the debenture could have been converted
               immediately prior to such merger, consolidation or sales would
               have been entitled; or
          -    in the case of a merger or consolidation, (x) require the
               surviving entity to issue a convertible debenture containing all
               of the terms and rights held by the investors that replaces this
               debenture and (y) simultaneously with the issuance of such
               convertible debentures, shall have the right to convert such
               instrument only into shares of stock and other securities, cash
               and property receivable upon or deemed to be held by holders of
               common stock following such merger or consolidation. In such
               case, the conversion price applicable for the newly issued
               convertible debentures shall be based upon the amount of
               securities, cash and property that each share of common stock
               would receive in such transaction and the conversion price in
               effect immediately prior to the effectiveness or closing date for
               such transaction. The terms of any such merger, sale or
               consolidation shall include such terms so as to continue to give
               the investors the right to receive the securities, cash and
               property set forth above upon any conversion or redemption
               following such event.

     The investors are entitled to customary indemnification from us for any
losses or liabilities suffered by it based upon material misstatements or
omissions from the registration statement and the prospectus, except as they
relate to information supplied by Folkinburg to us for inclusion in the
registration statement and prospectus.

     Under the agreements, we were obligated to prepare and file a registration
statement under the Securities Act for shares of common stock issuable upon the
conversion of the convertible debentures and the warrants within 45 days of the
closing date of the transaction. We agreed to use our best efforts to cause the
registration statement to become effective within 90 days of the closing date or
5 days of SEC clearance to request acceleration of effectiveness. If enough
shares are not registered to permit the resale of all of the securities then
held by the investors, then we are obligated to file another registration
statement for additional shares within 15 days of the date a determination is
made that enough shares have not been registered, and we agreed to use diligent
best efforts to prosecute such additional registration statement within 60 days.

                                       24

<PAGE>

     We agreed to maintain the registration statement or post-effective
amendment effective until the earlier of (i) the date that none of the
securities covered by such Registration Statement are or may become issued and
outstanding, (ii) the date that all of the securities have been sold pursuant to
such registration statement, (iii) the date the investors receive an opinion of
our counsel that the securities may be sold under the provisions of Rule 144
without limitation as to volume, (iv) all securities have been otherwise
transferred to persons who may trade such shares without restriction under the
Securities Act, and we have delivered a new certificate or other evidence of
ownership for such securities not bearing a restrictive legend, (v) all
securities may be sold without any time, volume or manner limitations pursuant
to Rule 144(k) or any similar provision then in effect under the Securities Act
in the opinion of our counsel, or (vi) 3 years from the effective date of the
registration statement.

     We will incur all fees, disbursements and out-of-pocket expenses and costs
in connection with the preparation and filing of the registration statement and
in complying with applicable securities and blue sky laws. The investors bear
the cost of underwriting or brokerage discounts, fees and commissions, if any,
and the fees and expenses of their counsel.

     If the registration statement is not timely filed with the SEC by the
required filing date, the registration statement is not declared effective by
the SEC within require filing period, the registration statement is not
maintained as effective by us for the requisite period, or the additional
registration statement to register additional securities is not filed within the
required filing period, then we are to pay the investors, as liquidated damages,
each month 2% of the aggregate market value of shares of common stock held by
the investors in cash or in common stock, at the investors' election, until such
registration statement is effective. However, if we fail to maintain the
effectiveness of a filed registration statement or the investors are unable to
use an use effective registration statement to effect resales during the period
after 45 days and within 90 days from the end of our fiscal year resulting
solely from the need to update our financial statements contained, such shall
does not constitute a default of the registration rights agreement and does not
trigger the accrual of liquidated damages.

     If after the effectiveness of the registration statement, we notify the
investors in writing of a potential material event, the investors shall not,
during such suspension period, offer or sell any securities or engage in any
other transaction involving or relating to securities, until the investors
receive written notice from us that such potential material event has been
disclosed to the public or no longer constitutes a potential material event. If
such suspended period exceeds 20 days, then we are subject to liquidated damages
of 2% of market value per month. If a potential material event occurs prior to
the date the registration statement is filed, then our obligation to file the
registration statement is delayed without penalty for not more than 20 calendar
days.

                                       25

<PAGE>

     At the closing of the transaction, we received gross proceeds of $500,000,
less payment to the escrow agent, Epstein Becker & Green P.C., of $10,000 for
the investors' legal, administrative and escrow costs, and less payment of a 10%
placement agent fee to Union Atlantic, L.C., which placement agent fee is net of
payment to the escrow agent, Epstein Becker & Green P.C., of $5,000 for the
investors' legal, administrative and escrow costs. We also issued to Union
Atlantic, L.C. 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, which equals the average of the closing bid prices for the common
stock on the 5 trading days immediately prior to the closing date. We agreed to
include such securities to the placement agent in the registration statement for
the resale of the common stock underlying the 4% convertible debentures and
warrants.

Equity Drawdown Facility

     We signed a common stock purchase agreement with Folkinburg Investments
Limited, dated as of October 31, 2000, for the future issuance and purchase of
shares of our common stock in a transaction deemed to be exempt under Section
4(2) of the Securities Act of 1933. We made a determination that Folkinburg was
a sophisticated investor with enough knowledge and experience in business to
evaluate the risks and merits of the investment. The transaction closed on
October 31, 2000. The common stock purchase agreement establishes what is
sometimes termed an equity line of credit or an equity drawdown facility. The
common stock issuable upon each drawdown under the equity line of credit and
upon the exercise of the warrants issued, including to the placement agent, is
to be included in the registration statement we have agreed to file for the
resale of the common stock.

     In general, the drawdown facility operates as follows: the investor,
Folkinburg, 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
Folkinburg. Once every 29 trading days, we may request a draw of up to $5
million of that money, 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 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 Folkinburg to
the extent Folkinburg would beneficially own more than 9.9% of our then
outstanding common stock.

                                       26

<PAGE>

     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 Folkinburg in return for that money.

     The per share dollar amount Folkinburg 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 payable to the
placement agent, Union Atlantic, L.C., which introduced Folkinburg to us.

     We did not make a commitment to Folkinburg to draw a minimum amount of
funds under the common stock purchase agreement. In lieu of making a commitment
to Folkinburg to draw a minimum aggregate amount, on October 31, 2000, we issued
to Folkinburg 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 Folkinburg on the
settlement date of each drawdown. The common stock purchase warrant gives
Folkinburg an opportunity to purchase shares of our common stock even though we
draw little or no amount of funds under the common stock purchase agreement. The
warrants to purchase 500,000 shares of common stock has an exercise price per
share of $0.0636, which equals 110% of the volume-weighted average share price
for the trading day prior to the date the warrant was issued, and expires
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. Folkinburg agreed not to exercise any of the
warrants if the number of shares of common stock it owns, plus the number of
shares of common stock issuable upon exercise of the warrant, would equal or
exceed 9.9% of our outstanding shares of common stock then issued and
outstanding. Folkinburg has the right to waive such 9.9% limit restriction upon
61 days notice.

                                       27

<PAGE>

     We may request a drawdown by faxing a drawdown notice to Folkinburg,
stating the amount of the drawdown we wish to exercise and the minimum threshold
price, if any, at which we are willing to sell the shares. We will set the
threshold price by determining the price below which we are unwilling to sell
shares of our common stock. No draw may exceed the lesser of $5 million and the
capped amount that is derived from the following formula: the weighted average
price for the common stock for the 3 month period immediately prior to the date
we give notice of the drawdown, multiplied by 4.5%, and further multiplied by
the total trading volume for the 3 month period trading days immediately prior
to the date we give notice of the drawdown. The lesser of our draw request and
the capped amount is reduced by 1/22 for every day in the 22 trading days after
our drawdown request that the volume-weighted average daily price for a trading
day is below the threshold price set by us in the request. If the daily price
for a day is below the threshold price we will not issue any shares and
Folkinburg will not purchase any shares for that day. Thus, if we set a
threshold price too high and our stock price does not consistently meet that
level during the 22 trading days after our drawdown request, the amount we can
draw and the number of shares we can sell to Folkinburg will be reduced.
However, if we set a threshold price too low and our stock price falls
significantly but stays above the threshold price, we will be able to draw the
lesser of our draw request and the capped amount, but we will have to issue a
greater number of shares to Folkinburg at a reduced price. We cannot make
another drawdown request until expiration of the 22 trading days that follow a
drawdown request we have already made and until at least 7 trading days pass
after each drawdown period.

     The 22 trading days immediately following the drawdown notice are also used
to determine the number of shares we will issue in return for the money provided
by Folkinburg, and thus the price per share Folkinburg will pay for our shares.
To determine the number of shares of common stock we must issue in connection
with a drawdown, take 1/22 of the drawdown amount determined by the formulas
above, and for each of the 22 trading days immediately following the date we
give notice of the drawdown, divide it by 82.5% of the volume-weighted average
daily trading price of our common stock for that day. The 82.5% accounts for
Folkinburg's 17.5% discount. The sum of these 22 daily calculations produces the
number of common shares we will issue, unless the volume-weighted average daily
price for any given trading day is below the threshold amount, in which case
that day is ignored in the calculation. The price per share Folkinburg
ultimately pays is determined by dividing the final drawdown amount by the
number of shares we issue Folkinburg.

     The following conditions must be satisfied before Folkinburg is obligated
to purchase the common shares that we wish to sell from time to time:

          -    a registration statement for the shares must be declared
               effective by the Securities and Exchange Commission and must
               remain effective and available as of the draw down settlement
               date for making resales of the common shares purchased by
               Folkinburg;
          -    there can be no material adverse change in our business,
               operations, properties, prospects or financial condition that
               would prohibit or materially interfere with our ability to
               perform our obligations under this transaction;
          -    we must not have merged or consolidated with or into another
               company or transferred all or substantially all of our assets to
               another company, unless the acquiring company has agreed to honor
               the common stock purchase agreement;
          -    no statute, rule, regulation, executive order, decree, ruling or
               injunction may be in effect which prohibits consummation of the
               transactions contemplated by the common stock purchase agreement;
          -    no litigation or proceeding nor any investigation by any
               governmental authority can be pending or threatened against us or
               Folkinburg seeking to restrain, prevent or change the
               transactions contemplated by the stock purchase agreement or
               seeking damages in connection with such transactions;
          -    trading in our common shares must not have been suspended by the
               Securities and Exchange Commission or The OTC Bulletin Board, nor
               shall minimum prices have been established on securities whose
               trades are reported by The OTC Bulletin Board; and
          -    on each drawdown settlement date for the sale of common shares,
               we must deliver an opinion from our counsel about these matters.

                                       28

<PAGE>

     The common stock purchase agreement provides that we must pay
Folkinburg a $100,000 fee before we may raise money by selling our securities
for cash at a discount to the market price until the earlier of 24 months from
the effective date of the registration statement for the resale of the shares of
common stock or the date which is 60 days after Folkinburg has purchased the
maximum of $5 million worth of common stock from us under the common stock
purchase agreement. We may sell securities without triggering the liquidated
damages payment under the following circumstances:

          -    in a registered public offering which is underwritten by one or
               more established investment banks, and Folkinburg has the right
               of first refusal to participate in such transaction;
          -    in one or more private placements where the purchasers do not
               have registration rights, and Folkinburg has the right of first
               refusal to participate in such transaction;
          -    a transaction to which Folkinburg gives it written approval, and
               Folkinburg has the right of first refusal to participate in such
               transaction;
          -    pursuant to any presently existing or future employee benefit
               plan which plan has been or is approved by the our stockholders;
          -    pursuant to any compensatory plan for a full-time employee or key
               consultant; and
          -    in connection with a strategic partnership or other business
               transaction, the principal purpose of which is not simply to
               raise money.en approval.

     Folkinburg may terminate the equity draw down facility under the common
stock purchase agreement upon notice of 1 trading day if any of the following
events occur: a material adverse effect in our business, operations, properties,
prospects or financial condition that would prohibit or materially interfere
with our ability to perform our obligations under this transaction occurs; our
common shares are delisted from The OTC Bulletin Board unless such delisting is
in connection with the listing of such shares on another stock exchange in the
United States; or we file for protection from creditors.

     We may terminate the common stock purchase agreement if Folkinburg fails to
fund more than one drawdown within three trading days of the date payment for
such drawdown is due.

     Folkinburg is entitled to customary indemnification from us for any losses
or liabilities suffered by it based upon material misstatements or omissions
from the registration statement and the prospectus, except as they relate to
information supplied by Folkinburg to us for inclusion in the registration
statement and prospectus.

     Under the transaction, we were obligated to prepare and file a registration
statement under the Securities Act for shares of common stock issuable upon each
draw down within 45 days of the closing date of the transaction. We agreed to
use our best efforts to cause the registration statement to become effective
within 90 days of the closing date or 5 days of SEC clearance to request
acceleration of effectiveness. We agreed to maintain the registration statement
or post-effective amendment effective until the earliest of (i) the date that
all the securities have been disposed of pursuant to the registration statement,
(ii) the date that all of the securities have been sold pursuant to the
registration statement, (iii) the date Folkinburg receives an opinion of our
counsel that the securities may be sold under the provisions of Rule 144 without
limitation as to volume, (iv) all securities have been otherwise transferred to
persons who may trade such shares without restriction under the Securities Act,
and we have delivered a new certificate or other evidence of ownership for such
securities not bearing a restrictive legend, or (v) all securities may be sold
without any time, volume or manner limitations pursuant to Rule 144(k) or any
similar provision then in effect under the Securities Act in the opinion of our
counsel.

                                       29

<PAGE>

     We will incur all fees, disbursements and out-of-pocket expenses and costs
in connection with the preparation and filing of the registration statement and
in complying with applicable securities and blue sky laws. Folkinburg bears the
cost of underwriting or brokerage discounts, fees and commissions, if any, and
the fees and expenses of their counsel.

     If after the effectiveness of the registration statement, we notify
Folkinburg in writing of a potential material event, the investors shall not,
during such suspension period, offer or sell any securities or engage in any
other transaction involving or relating to securities, until the investors
receive written notice from us that such potential material event has been
disclosed to the public or no longer constitutes a potential material event. In
such event, we must compensate the investors for any net decline in the market
value of any securities held by the investors at the beginning of any suspended
period, or committed to be purchased by the investors during such suspension
period, through the end of such suspension period. If a potential material event
occurs prior to the date the registration statement is filed, then our
obligation to file the registration statement is delayed without penalty for not
more than 30 calendar days.

     At the closing of the transaction, we paid the escrow agent, Epstein Becker
& Green P.C., $10,000 for Folkinburg's legal, administrative and escrow costs.

                                       30

<PAGE>

ITEM 5.  OTHER INFORMATION

     Effective October 18, 2000, Michael Simon resigned as an executive officer
and as a director of Famous Fixins. Simon continues to serve as an employee of
Famous Fixins performing duties substantially similar to those required of him
when he held the title of Vice President.

     On October 18, 2000, the Board of Directors elected Alex Wiederhorn to
serve on our Board of Directors to fill the vacancy created by the resignation
of Michael Simon until the next annual meeting of shareholders and until his
successor is elected and qualified. Wiederhorn, 30, became a director on October
18, 2000. From 1997 to the present, Wiederhorn has been an account manager for
El Camino Resources International, Inc., in its Falls Curch, Virginia office, an
information technology equipment leasing company. From 1995 to 1997, he was the
principal of Iver Financial Corp., a computer leasing consulting company located
in Washington, D.C. He is the holder of 25,000 shares of Famous Fixins' common
stock which he acquired in 1998 from a nonaffiliate. Wiederhorn received a
Bachelor of Arts degree in political science from Boston University in 1992 and
a Masters of Business Administration degree in finance from George Mason
University in 1997.

     On October 18, 2000, Peter Zorich resigned as an executive officer and
as a director of Famous Fixins.

     Jason Bauer and Peter Zorich have been parties to a certain voting
agreement that provides which each of Bauer and Zorich shall vote his shares for
the election of the other as a director of Famous Fixins. For the election of
any additional director, Bauer and Peter Zorich shall vote his shares for the
election of each other's designee, provided that at least two directorships
shall need to be filled. The agreement also provided that they will vote for the
election of Jason Bauer as President and Chief Executive Officer and Peter
Zorich as Executive Vice President of Famous Fixins. The agreement expires on
June 30, 2001, unless earlier terminated by written agreement signed by both
parties. In connection with Zorich's resignation in October 2000, Zorich has
agreed to waive the terms of the voting agreement that require Bauer to vote his
shares to elect Zorich as a director and as Executive Vice President of Famous
Fixins.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     The following exhibits are filed with this report:

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

Exhibit 10.1        Convertible Debenture and Warrants Purchase
                    Agreement, dated as of October  27, 2000, between Famous
                    Fixins, Inc. and Roseworth Group Ltd., Austost Anstalt
                    Schaan and Balmore Funds, S.A.

Exhibit 10.2        Common Stock Purchase Agreement, dated as of October
                    31, 2000, between  Famous Fixins, Inc. and Folkinburg
                    Investments Limited

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 27          Financial Data Schedule


                                       31

<PAGE>

                                   SIGNATURES

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

                                    FAMOUS FIXINS, INC.

Dated:  December 11, 2000           By: /s/ Jason Bauer
                                        ---------------
                                        Jason Bauer
                                        Chief Executive Officer and President



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