<PAGE>
                                   FORM 10-QSB/A
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                  For the quarterly period ended MARCH 31, 2003

                                       OR

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

        For the transition period from _______________ to _______________

                         Commission file number 0-27219

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

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

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

        Registrant's Telephone number, including area code: 310-860-9969

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

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

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


  CLASS OF COMMON STOCK                          OUTSTANDING AT MAY 30, 2003
  ---------------------                          ---------------------------
  $.001 par value                                75,923,834  shares


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


                                       1
<PAGE>


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



                                      Index

PART I    -    FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  Balance Sheets at March 31, 2003 and December 31, 2002

                  Statements of Operations for the three months ended
                           March 31, 2003 and March 31, 2002

                  Statements of Cash Flows for the three  months ended March 31,
                           2003 and March 31, 2002

                  Notes to the Financial Statements for the three months
                           Ended March 31, 2003

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

         Item 3.   Controls and Procedures

PART II    -    OTHER INFORMATION

         Item 2.  Changes In Securities

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

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K



SIGNATURES



                                       2
<PAGE>


                         WARNING MODEL MANAGEMENT, INC.
                                AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                           FOR THE THREE MONTHS ENDED

                                 MARCH 31, 2003





                                 C O N T E N T S

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



Consolidated Balance Sheets                                             4 -5

Consolidated Statements of Operations                                   6

Consolidated Statements of Cash Flows                                   7 - 8

Notes to Consolidated Financial Statements                              9 - 29



                                       3
<PAGE>


                         WARNING MODEL MANAGEMENT, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2003 AND DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                                2003                          2002
                                                                      --------------------------   ---------------------------
                                     ASSETS                                  (unaudited)                   (audited)
Current Assets
<S>                                                                   <C>                           <C>
     Cash and cash equivalents                                        $              63,018         $             503,422
     Accounts receivable, net of reserve for doubtful
          of $92,572 and $63,422, respectively                                      193,639                       332,823
     Advances to models, net of reserve of
          $166,180 and $41,180, respectively                                        306,439                       419,233
     Advances to officer                                                             38,546                        28,040
     Prepaid expenses                                                                 2,780                         2,734
                                                                      --------------------------   ---------------------------

          Total Current Assets                                                       604,422                   1,286,252
                                                                      --------------------------   ---------------------------

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

                                                                                     101,277                      98,973

     Accumulated depreciation                                                        (46,481)                    (40,443)
                                                                      --------------------------   ---------------------------

          Total Property and Equipment                                                54,796                      58,530
                                                                      --------------------------   ---------------------------

               Total Assets                                           $              659,218        $          1,344,782
                                                                      ==========================   ===========================
</TABLE>

                                   (continued)


                             See accompanying notes.

                                       4
<PAGE>



                         WARNING MODEL MANAGEMENT, INC.

                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                   AS OF MARCH 31, 2003 AND DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                                                           2003                    2002
                                                                                   ----------------------  ----------------------
                                  LIABILITIES AND EQUITY                                (unaudited)              (audited)
Current Liabilities
<S>                                                                                <C>                     <C>
    Accounts payable and accrued expenses                                          $             128,846   $           445,266
    Model fees payable                                                                           420,989               319,946
    Model reserves                                                                                34,744                26,955
    Line of credit                                                                                48,987                51,036
    Notes payable                                                                                 90,116               166,783
    Advances from shareholders                                                                    20,000                52,000
    Accrued interest - convertible debentures                                                     44,253                17,517
    Taxes payable                                                                                  5,560                 5,160
    Current portion - capital leases                                                              16,265                17,219
    Secured line of credit                                                                       141,512               367,400
    Liabilities of discontinued operations                                                        90,461                     -
    Convertible debentures                                                                     1,161,984             1,175,739
                                                                                   ----------------------  ----------------------

        Total Current Liabilities                                                              2,203,717              2,645,021
                                                                                   ----------------------  ----------------------

Long Term Liabilities
    Convertible debentures                                                                       446,085                403,087
    Convertible notes payable to shareholders                                                  2,432,635              2,390,105
    Capital leases                                                                                25,091                 27,450
                                                                                   ----------------------  ----------------------

        Total Long Term Liabilities                                                            2,903,811              2,820,642
                                                                                   ----------------------  ----------------------

Equity
    Common stock - 200,000,000 authorized, par value $0.001, 60,673,834 and                       60,674                 44,674
        44,673,834 issued and outstanding for 2003 and 2002, respectively
    Additional paid-in capital                                                                   281,309                 97,235
    Accumulated deficit                                                                       (4,790,293)            (4,262,790)
                                                                                   ----------------------  ----------------------

        Total Equity                                                                          (4,448,310)            (4,120,881)
                                                                                   ----------------------  ----------------------

             Total Liabilities and Equity                                          $             659,218   $          1,344,782
                                                                                   ======================  ======================

</TABLE>

                             See accompanying notes.

                                       5
<PAGE>



                         WARNING MODEL MANAGEMENT, INC.

            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                               2003                  2002
                                                        --------------------  --------------------
                                                            (unaudited)           (unaudited)
Revenues
<S>                                                     <C>                   <C>
     Revenues                                           $         577,232     $         527,272
     Costs of revenues                                           (349,222)             (380,644)
                                                        --------------------  --------------------

                                                                   228,010              146,628
                                                        --------------------  --------------------

Operating Expenses
     Salaries and wages                                            154,925              125,144
     Rent                                                           37,157               28,269
     General and administrative                                    415,367               83,253
     Business development                                           33,346               15,335
     Depreciation and amortization                                   6,038                2,764
                                                        --------------------  --------------------

         Total Operating Expenses                                  646,833              254,765
                                                        --------------------  --------------------

Other Income (Expense)
     Interest income                                                   528                    -
     Other income                                                    6,932                7,980
     Interest expense                                             (115,160)             (18,546)
                                                        --------------------  --------------------

         Total Other Income (Expense)                             (107,700)              (10,566)
                                                        --------------------  --------------------

             Net Loss Before Income Taxes                         (526,523)             (118,703)

Provision for Income Taxes                                            (980)                 (200)
                                                        --------------------  --------------------

             Net Loss                                   $         (527,503)   $         (118,903)
                                                        ====================  ====================


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

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

Number of share used in calculation - basic                     53,363,178            24,313,665
                                                        ====================  ====================
Number of share used in calculation - diluted                   53,363,178            24,313,665
                                                        ====================  ====================

</TABLE>


                             See accompanying notes.

                                       6
<PAGE>



                         WARNING MODEL MANAGEMENT, INC.

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDING MARCH 31, 2003 AND 2002

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

Operating Activities:
<S>                                                                             <C>                        <C>
     Net Loss                                                                   $             (527,503)    $          (118,903)
Adjustments to reconcile loss to net cash
provided by (used in) operating activities:
     Depreciation and amortization                                                               6,038                   5,530
     Bad debt expense                                                                          154,150                  13,953
     Other                                                                                           -                  (2,589)
     Bond and warrant discount amortization                                                     56,844                       -

Changes in operating assets and liabilities:
     Accounts receivable - trade                                                               110,034                 (54,768)
     Common stock issued for services                                                          165,000                       -
     Advances to models                                                                        (12,206)                (68,639)
     Prepaid expenses                                                                              (46)                      -
     Advances to officer                                                                       (10,506)                      -
     Bank overdraft                                                                                  -                  10,557
     Accounts payable and accrued expenses                                                    (225,956)                  9,165
     Model fees payable                                                                        101,043                  55,561
     Model reserves                                                                              7,789                   4,761
     Taxes payable                                                                                 400                     200
     Bond premium on note payable                                                                1,333                       -
     Accrued interest on convertible debt and secured line                                      26,736                  16,984
                                                                                -----------------------   ----------------------

           Net cash used in operating activities                                              (146,850)               (128,188)
                                                                                -----------------------   ----------------------

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

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

Financing activities:
     Proceeds from convertible notes payables                                                   50,000                       -
     Borrowings from secured line of credit                                                    594,916                 430,540
     Payments on secured line of credit                                                       (820,804)               (308,937)
     Payments on capital lease obligation                                                       (3,313)                 (1,065)
     Borrowings under bank line of credit                                                        1,461                   1,486
     Payments under bank line of credit                                                         (3,510)                 (1,562)
     Proceeds from notes payable                                                                40,000                       -
     Payments on notes payable                                                                (118,000)                      -
     Advances from shareholders                                                                 20,000                   1,905
     Payments on advances from shareholders                                                    (52,000)                      -
                                                                                -----------------------   ----------------------

           Net cash provided by financing activities                                          (291,250)                122,367
                                                                                -----------------------   ----------------------
</TABLE>

                                   (continued)


                             See accompanying notes.

                                       7
<PAGE>



                         WARNING MODEL MANAGEMENT, INC.

      UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR THE THREE MONTHS ENDING MARCH 31, 2003 AND 2002

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

<S>                                                                              <C>                 <C>
          Increase (Decrease) in cash and cash equivalents                       (440,404)           (5,821)

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

Cash and cash equivalents, end of period                                 $         63,018     $           -
                                                                         ==================  ================


Supplemental disclosures of cash flow information:
     Cash paid during the period for
          Interest                                                       $         11,555     $       8,988
                                                                         ==================  ================
          Taxes                                                          $              -     $           -
                                                                         ==================  ================

Supplemental schedule of non-cash financing activities
     Value of convertible benefit feature on convertible debt            $          8,824     $           -
                                                                         ==================  ================
</TABLE>


                             See accompanying notes.

                                       8
<PAGE>


                         WARNING MODEL MANAGEMENT, INC.

           NOTES UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 2002

1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.       General Description of Business

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

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


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

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

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


B.       Basis of Presentation and Organization

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

Effective December 27, 2002, the Company acquired Famous Fixins,  Inc., (trading
symbol:  FIXN) through a reverse  merger.  The  application of reverse  takeover
accounting, resulted in the consolidated financial statements being issued under
the name of the legal parent (Famous  Fixins,  Inc.),  but are a continuation of
the financial  statements of the legal  subsidiary,  (Warning Model  Management,
LLC),  and not of the legal  parent.  The control of the assets and  business of
Famous  Fixins,  Inc.,  is deemed  acquired  in  consideration  for the issue of
additional capital by Warning Model Management, LLC.

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

The  consolidated  financial  statements  have been prepared in accordance  with
generally accepted accounting  principles for interim financial  information and
in accordance with the  instructions to Form 10-QSB and Rule 10-01 of Regulation
S-X. Accordingly, the financial statements do not include all of the information
and footnotes required by generally accepted accounting  principles for complete

                                       9
<PAGE>

financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  For  further  information,   refer  to  consolidated  financial
statements  and footnotes  thereto for the fiscal  quarter ended March 31, 2003,
included herein. The consolidated  financial  statements include the accounts of
the Company and its majority-owned subsidiaries.  All inter-company transactions
were eliminated. The Company's fiscal year ends on December 31 each year.


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


CONSOLIDATION POLICY

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


C.       Cash and Cash Equivalents

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

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

CONCENTRATION OF CASH

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


D.       Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the  recognition of deferred tax assets and  liabilities for the expected future
tax  consequences of events that have been included in the financial  statements
or tax returns. Under this method,  deferred income taxes are recognized for the
tax consequences in future years of differences  between the tax bases of assets
and liabilities and their financial  reporting  amounts at each period end based
on enacted tax laws and statutory  tax rates  applicable to the periods in which
the differences are expected to affect taxable income.  Valuation allowances are
established,  when  necessary,  to reduce  deferred  tax  assets  to the  amount
expected to be  realized.  The  provision  for income taxes  represents  the tax
payable for the period and the change  during the period in deferred  tax assets
and liabilities.


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


E.       Revenue Recognition

The Company's revenues are derived from two sources.


                                       10
<PAGE>

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

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


F.       Advertising Costs

All advertising costs are expensed as incurred.


G.       Use of Estimates

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

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


H.       Segments of an Enterprise and Related Information

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


I.       Business Risks and Credit Concentrations

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

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

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


J.       Recent Accounting Pronouncements

In December  2002,  the FASB issued SFAS  No.148,  "Accounting  for  Stock-Based
Compensation - Transition and  Disclosure."  This statement  amends SFAS No.123,
"Accounting for Stock-Based  Compensation,"  to provide  alternative  methods of
transition for a voluntary change to the fair  value-based  method of accounting
for stock-based employee compensation. Pursuant to SFAS No.123, the Company will
expense  the fair  market  value of stock  options  newly  granted to  employees
beginning in April 2003.


                                       11
<PAGE>

K        Advances to Models

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


L.       Receivables

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



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



M.       Basic and Diluted Net Earnings Per Share

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


N.       Comprehensive Income (Loss)

Comprehensive income consists of net income and other gains and losses affecting
shareholders'  equity that, under generally accepted  accounting  principles are
excluded from net income in accordance  with  Statement on Financial  Accounting
Standards No. 130, "Reporting Comprehensive Income." The Company,  however, does
not have any  components of  comprehensive  income (loss) as defined by SFAS No.
130 and  therefore,  for the  three  months  ended  March  31,  2003  and  2002,
comprehensive  income (loss) is equivalent to the Company's  reported net income
(loss).






2.       INCOME TAXES

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

At March 31, 2003, FIXN has available approximately  $1,005,000 in net operating
loss  carryforwards  available to offset future  federal and state income taxes,
respectively,  which expire through 2021. Realization is dependent on generating
sufficient  taxable income prior to expiration of the loss  carryforwards.  This
and other  components of deferred tax asset accounts are described  above. As of
March 31, 2002, the Company has provided a valuation allowance to reduce its net
deferred  tax asset to zero.  The amount of the  deferred  tax asset  considered
realizable, however, can be revised in the near term based upon future operating
conditions during the carryforward period.


                                       12
<PAGE>

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




3.       FINANCING AGREEMENT

The Company has a secured  asset-borrowing  program with a financial institution
to  collateralize,  with recourse,  certain  eligible trade  receivables up to a
maximum percentage of 80% of the net amounts of each receivable.  As receivables
collateralized  to the  financial  institution  are  collected,  the Company may
transfer additional receivables up to the discretion of the lending institution.
Gross receivables  transferred to the financial institution amounted to $309,320
and $299,943 in the three  months  ended March 31, 2003 and 2002,  respectively.
The Company  retains the right to recall  collateralized  receivables  under the
program, and the receivables are subject to recourse. Therefore, the transaction
does not  qualify as a sale under the terms of  Financial  Accounting  Standards
Board  Statement  No. 125  (Accounting  for Transfers and Servicing of Financial
Assets and  Extinguishments  of Liabilities).  Included in the Balance Sheets as
receivables  at March 31, 2003,  and December  31,  2002,  are account  balances
totaling $152,592 and $352,458 of uncollected receivables  collateralized to the
financial institution.


4.       LINE OF CREDIT

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



5.       EQUITY

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

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



6. RELATED PARTY TRANSACTIONS

MR. STEVE CHAMBERLIN

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

At March 31, 2003, the Company has advances to Mr. Chamberlin  totaling $38,546.
These advances are due on demand and are non-interest-bearing.


TRANSACTIONS WITH SHAREHOLDERS

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


                                       13
<PAGE>

During the three months ended March 31, 2003, a shareholder  advanced a total of
$20,000 which is a 90 day non-interest being promissory note.



7.       COMMITMENTS AND CONTINGENCIES

A.       Legal

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


B.       Operating Leases

The  Company's  principal  executive  offices  relocated  to a 3,479 square foot
facility at 9440 Santa Monica Boulevard, Suite 400, Beverly Hills, CA 90210. The
Company leases the facility under a 60-month  agreement that terminates on April
30, 2005,  with the option to renew for an additional six months.  The aggregate
rental cost for the three  months  ended March 31, 2003 was $32,691 and $18,526,
respectively. All operations were performed at this facility.

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

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


B.       Operating Leases (continued)

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

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


C.       Contingent Liability

On May 15, 2002, FIXN completed a transaction  pursuant to a Settlement of Debts
and Asset  Purchase  Agreement,  dated  March 29,  2002,  with  Starbrand,  LLC,
pursuant to which FIXN divested all of its operations and sold substantially all
of its assets and certain specified  liabilities to Starbrand,  LLC, in exchange
for  cancellation  of  $450,000  of  outstanding  4%,   $1,500,000   convertible
debentures.  FIXN is  contingently  liable for the  payment  of the  liabilities
transferred aggregating approximately $200,000. No claim has been made regarding
these liabilities as of March 31, 2003, and management  believes that no reserve
is necessary.



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

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

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


                                       14
<PAGE>

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

<TABLE>
<CAPTION>
                                                             March 31, 2003         March 31, 2002
                                                            ------------------     ------------------
<S>                                                         <C>                    <C>
        Sales                                               $       2,323,849      $       1,252,061
        Operating expenses                                         (1,133,292)              (675,297)
        Net loss                                                   (5,118,194)            (1,433,184)

        Net loss per share - basic                          $        (0.119)       $         (0.037)
        Net loss per share - diluted                        $        (0.119)       $         (0.037)
</TABLE>

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



9.       NOTES PAYABLE


Notes  payable  at March  31,  2003,  and  December  31,  2002,  consist  of the
following:

<TABLE>
<CAPTION>

                                                                  2003               2002
                                                              ---------------    ---------------
<S>                                                          <C>                <C>
       10% note payable - private party.  Interest payable    $       48,783     $      48,783
       or accruing monthly, due on demand.
       Note Payable - private party convertible                            -                 -
       Notes Payable - private party, $8,000 premium, due
       in June 2003                                                   41,333                 -
       Note payable - private party, $6,000 fixed interest,
       due January 2003, unsecured.                                        -            30,000
       Note Payable - private
       party
       Non-interest-bearing note payable - private party,
       due December 2002, unsecured.                                       -            88,000

                                                              ---------------    ---------------
       Total notes payable at December 31                     $       90,116     $     166,783
                                                              ===============    ===============
</TABLE>


In March 2003, the Company  obtained  short-term  debt financing of $40,000 from
Filter International, which is due in 90 days. The lender is a holder of its 10%
convertible debentures due June 2003, plus an $8,000 premium.



10.      CONVERTIBLE DEBENTURES & PROMISSORY NOTES

4% CONVERTIBLE DEBENTURES PAYABLE

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


                                       15
<PAGE>

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


4% CONVERTIBLE DEBENTURES PAYABLE (CONTINUED)

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

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

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

The financial  statements as of March 31, 2002, reflect the remaining  principal
amount  of the 4%  debentures,  less  the  unamortized  bond  discount.  The net
carrying value is $1,116,273.  Interest on the  indebtedness  is accrued through
March 31, 2003.


5% CONVERTIBLE DEBENTURES PAYABLE

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

The following  summarizes the outstanding  balance of the 5% Debentures at March
31, 2003 and 2002:

<TABLE>
<CAPTION>
                                                                      2003               2002
                                                                 ----------------    --------------
<S>                                                             <C>                 <C>
         Outstanding principal amount of 5% debentures           $       33,966      $      33,975
         Less unamortized discount for warrants issued                        -                 (9)
                                                                 ----------------    --------------

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


10% CONVERTIBLE DEBENTURES PAYABLE

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

Based upon a debenture conversion price being 85% of the average of the five (5)
lowest closing bid prices of the Common Stock during the twenty-two (22) Trading
Days preceding the applicable Conversion Date. The beneficial conversion feature
of these  debentures  issued was  $88,235,  and the amount was  credited  in the
accounts  as  additional  paid  in  capital.  The  amount  attributable  to  the
beneficial  conversion  feature  is  amortized  over the term of the loan and is
included as a component of interest expense. In conjunction with the issuance of
the convertible  debentures,  the Company issued Common Stock Purchase  Warrants
(collectively  the Note Warrants) to purchase  1,000,000 shares of the Company's

                                       18
<PAGE>

common  stock,  par value  $00.01 per share (the Common  Stock),  at an exercise
price of $0.01 per share, and are immediately exercisable.  Total funds received
of $500,000  were  allocated  $9,000 to the Note  Warrants  and  $491,000 to the
Notes.  The total value  allocated  to the Note  Warrants is being  amortized to
interest  expense over the term of the Notes.  Interest on the  indebtedness  is
accrued through March 31, 2003.

The financial  statements as of March 31, 2003, reflect the remaining  principal
amount of the 10% debentures, less the unamortized bond discount attributable to
the beneficial  conversion  feature and the warrants.  The net carrying value is
$446,085. Interest on the indebtedness is accrued through March 31, 2003.

In  January  2003,  the  Company  received  aggregate  proceeds  of  $50,000  in
connection  with the  issuance of a 10% $50,000  convertible  debenture,  due in
2004.  The lender,  an unrelated  party,  is a current  holder of a note payable
issued by the Company.  The convertible benefit feature value was $8,824, and it
is amortized over the term of the note.


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

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

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

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

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

The financial  statements as of March 31, 2003, reflect the remaining  principal
amount of the 4% debentures to shareholders, less the unamortized bond discount.
The net carrying value is $2,432,635.  Interest on the  indebtedness  is accrued
through March 31, 2003.



11.      EQUITY DRAWDOWN FACILITY

In December 2002, the Company signed a letter of intent with a third party,  who
has  provided  debt  financing  to the  Company,  to provide an equity  drawdown
facility of up to $2,000,000.



12.      SEC FILINGS

On March 4, 2003, the Company filed a Form SB-2 to register the following:


                                       17
<PAGE>

         1. A $500,000 Convertible  Debenture,  10% annual interest rate, issued
December 30, 2002 pursuant to a Securities Purchase Agreement (the "Agreement").
The convertible  debenture can be converted into shares of common stock with the
Conversion  Price per share being 85% of the average of the lowest three trading
prices during the 22 trading days preceding the conversion date.

The holder of the 10% convertible  debenture  (Mercator Momentum Fund, L.P.) may
not convert its  securities  into shares of the Company's  common stock if after
the  conversion,  such  holder,  together  with  any  of its  affiliates,  would
beneficially  own over 4.9% of the  outstanding  shares of the Company's  common
stock. Each holder may waive this percent ownership restriction not less than 61
days' notice to the Company.  Since the number of shares of the Company's common
stock  issuable  upon  conversion  of the  debentures  will  change  based  upon
fluctuations  of the  market  price of the  Company's  common  stock  prior to a
conversion,  the actual number of shares of the Company's common stock that will
be issued under the debentures owned by the Mercator  Momentum Fund, L.P. cannot
be  determined  at this time.  Because of this  fluctuating  characteristic,  we
agreed to register a number of shares of the Company's common stock that exceeds
the number of the Company's shares of common stock currently  beneficially owned
by the Mercator Momentum Fund, L.P.

         2. The shares  underlying a Stock Purchase  Agreement (the "Agreement")
issued December 30, 2002 with the Mercator Momentum Fund, L.P. ("Mercator") that
provides for a $2,000,000  Equity Line.  The Agreement is for two years and will
begin  on  the  effective  date  of  this  Registration  Statement.   Mercator's
obligations  to  advance  funds to FIXN by  purchasing  shares of the  Company's
common  stock will not commence  until the  effectiveness  of this  Registration
Statement.  Upon  this  effectiveness,  Mercator  shall  have an  obligation  to
purchase  from time to time up to  $2,000,000  of the  Company's  common  stock.
During this period,  FIXN may require  Mercator to purchase a minimum  amount of
FIXN common  shares once every  twenty-two  trading days.  The maximum  purchase
request is the lesser of  1)$150,000,  2) the remaining  amount under the equity
line, 3) 10% of the total dollar trading volume in FIXN common stock,  or 4) the
maximum amount the investor could purchase without being required to file a Form
13D.  The  purchase  price is 92% of the  lowest  closing  bid price  during the
fifteen  trading days following each closing date. The minimum bid price of FIXN
common stock must be greater than $0.05.



13.      SUBSEQUENT EVENTS

In  April  2003,  a  shareholder  loaned  $20,000  to  Warning  in the form of a
short-term note bearing 8% interest per annum.

In May 2003,  the  Company  obtained  $100,000  in the form of a short term note
bearing 8% interest per annum.

In April and May 2003, the Company issued  19,750,000  shares of common stock to
consultants in lieu of cash payments. The approximate market value of the common
stock is $197,000.


                                       18
<PAGE>



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


GENERAL


Plan of Operation

         Short-term Objectives:

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

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

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

Long-term Objectives:

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

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

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

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

Excluding any potential  acquisition,  our work force is expected to stay at the
same level.

In our opinion  sufficient  working  capital  will be  available  from  internal
operations  and from  outside  sources  during the next  twelve  months  thereby
enabling us to meet our  obligations  and  commitments  as they become  payable.
Historically,   our  operations  have  provided  sufficient  funds  to  met  our
obligations and commitments as they became payable.

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO MARCH 31, 2002

Revenue  for the  three  month  period  ended  March 31,  2003 was $ 577,232  as
compared  to $ 527,272  for the same  period in 2002,  or an increase of $49,960
filed as the result of an increase in the  company's  increase in Model fees and
Commercial commissions. The increase in Model fees and Commercial commissions is
in direct relationship to the increase in number of the Models with us.

Gross  profit for the  three-month  period ended March 31, 2003 was $ 228,010 as
compared to $ 146,628  for the same  period in 2002,  or an increase of $81,382.
This increase in gross profit was  attributable  mainly to the increase in Model
fee revenues and an expanded commercial's commission.

Operating  expenses  for the  three-month  period  ending  March  31,  2003 were
$646,833 as compared to $ 254,765 for the same period in 2002, or an increase of
$ 392,068. The increase in operating expenses were mainly attributable to: 1) an
increase in salaries and wages of $ 29,781 due to an increase in head count;  2)
an  increase  in rent of  $8,888  due to move to a larger  office  space;  3) an

                                       19
<PAGE>

increase in general and  administrative  of $ 167,117 which was mainly due to an
increase  in bad debts of  $154,150;  4) an  increase  business  development  of
18,011; and 5) an increase in depreciation and amortization of $ 3,274.

Interest expense was $ 115,160 for the three-month  period ending March 31, 2003
as compared to $ 18,546 for the same period in 2002, or an increase of $ 96,614.
The increase in interest expense in 2003 was primarily an increase in the use of
our secured line of credit.

Other income of $ 6,933 decreased $ 1,047 over the same period the prior year.

The net (loss) for the Company for the  three-month  period ended March 31, 2003
was $ (527,503)  compared to $ (118,903)  for the year ending March 31, 2002 for
an increase of $ (408,600).

Net  change in cash used in  operating  activities  for the  three-month  period
ending  March 31, 2003 was  ($146,850)  versus  ($128,188)  for the period ended
March 31, 2002 for an increase  of $18,662.  This change in cash from  operating
activities was principally  due to an increase in loss of $408,600,  an increase
in  accounts  payable of $235,121  offset by an increase in dab debt  expense of
$140,197, common issued for services of $165,000, increase in account receivable
trade of $164,802, and increase in advances to models of $80,845, an increase in
model fee  payable  of $  $45,482,  an  increase  in bond and  warrant  discount
amortization of $56,844, and miscellaneous items of $ (9,449).

Net cash provided by (used in) investing activities was ($2,304) and nil for the
three month period ending March 31, 2003 and 2002, respectively.  This change is
due to an increase in property and equipment.

Net cash provided by financing  activities  was  ($291,250) and $122,367 for the
three month period  ending March 31, 2003 and 2002,  respectively,  reflecting a
change of ($ 413,617). This decrease was principally due to payments made on the
secured line of credit of $511,867, payments on notes payable of $118,000 offset
by proceeds  from  convertible  notes  payable of $50,000,  borrowings  from the
secured line of credit of $164,376 and miscellaneous items of $1,874.

LIQUIDITY AND CAPITAL RESOURCES

The Company's  revenues  have been  sufficient to cover the cost of revenues and
operating expenses. We have signed a letter of intent for a credit facility, and
we will be doing a registration statement for the underlying shares shortly plus
we are in process of negotiating with a financial  institution a credit line. In
addition, we have a signed letter of intent for a credit facility.

Therefore  over  the  next  twelve  months  management  is of the  opinion  that
sufficient  working  capital  will be  available  from  operations  to meet  the
Company's liabilities and commitments as they become payable.

Subsequent Events

In April 2003,  George Furla,  an affiliate of Warning Model  Management,  Inc.,
loaned  $20,000 to Warning in the form of a short term note  bearing 8% interest
per annum.

In May 2003,  the Mercator  Momentum  Fund, LP loaned  $100,000 to Warning Model
Management, Inc. in the form of a short term note bearing 8% interest per annum.



ITEM 3.  CONTROLS AND PROCEEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Within  the 90 days  prior  to  March  31,  2003,  the  Company  carried  out an
evaluation of the  effectiveness  of the design and operation of its  disclosure
controls and procedures  pursuant to Exchange Act Rule 13a-14.  This  evaluation
was done  under the  supervision  and with the  participation  of the  Company's
President  and  Chief  Financial  Officer.  Based  upon  that  evaluation,  they

                                       20
<PAGE>

concluded that the Company's disclosure controls and procedures are effective in
gathering,  analyzing and disclosing information needed to satisfy the Company's
disclosure obligations under the Exchange Act.

CHANGES IN INTERNAL CONTROLS

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



                                       21
<PAGE>



                           PART II. OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

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

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

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

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

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

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

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

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

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

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


ITEM 5.   OTHER INFORMATION

       None

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

(a)         Exhibits

         1.       99.1:  Certification  Pursuant to 18 U.S.C.  Section  1350, as
                  adopted  pursuant to Section 906 of the Sarbanes- Oxley Act of
                  2002 - CEO
         2.       99.2:  Certification  Pursuant to 18 U.S.C.  Section  1350, as
                  adopted  pursuant to Section 906 of the Sarbanes- Oxley Act of
                  2002 - CFO


(b) Reports on Form 8-K:

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

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


                                       22
<PAGE>

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

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




                                       23
<PAGE>


CEO CERTIFICATION

I, Michael Rudolph, certify that:

1. I have  reviewed  this  quarterly  report  on Form  10-QSB of  Warning  Model
Management,Inc.;

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

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

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 11, 2003

/S/ MICHAEL RUDOLPH
Michael Rudolph, Chief Executive Officer,
President, Chief Accounting Officer and Director


                                       24
<PAGE>




CFO CERTIFICATION


I, Stanley Tepper, certify that:

1. I have  reviewed  this  quarterly  report  on  Form  10-QSB  of  Family  Room
Entertainment Corporation;

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

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

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

         a) designed  such  disclosure  controls and  procedures  to ensure that
         material  information   relating  to  the  registrant,   including  its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this quarterly report
         is being prepared;

         b) evaluated the effectiveness of the registrant's  disclosure controls
         and  procedures as of a date within 90 days prior to the filing date of
         this quarterly report (the "Evaluation Date"); and

         c)  presented  in this  quarterly  report  our  conclusions  about  the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent function):

         a) all significant  deficiencies in the design or operation of internal
         controls  which  could  adversely  affect the  registrant's  ability to
         record,   process,   summarize  and  report  financial  data  and  have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and

         b) any fraud,  whether or not  material,  that  involves  management or
         other  employees  who  have a  significant  role  in  the  registrant's
         internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: June 11, 2003

/S/ STANLEY TEPPER
-----------------------
Stanley Tepper
Chief Financial Officer



                                       25
<PAGE>



                                   SIGNATURES


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


<TABLE>
<CAPTION>
SIGNATURE                                   TITLE                                         DATE
---------                                   -----                                     -----------

<S>                                 <C>                                                 <C>
By:      /S/ MICHAEL RUDOLPH        Chief Executive   Officer                        June 11, 2003
         -------------------
         Michael Rudolph            Director, and Principal Accounting Officer

By:      /S/ STEVE CHAMBERLIN       Director                                         June 11, 2003
         --------------------
         Steve Chamberlin

By:      /S/ STANLEY TEPPER         Chief Financial Officer                          June 11, 2003
         ------------------
           Stanley Tepper

</TABLE>



                                       26
<PAGE>