---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended March 31, 2002

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

For the transition period from __________ to __________.

Commission file number: 0-27219

---

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

---

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

250 W. 57th St., Suite 1112, New York, NY 10107
(Address of principal executive offices)

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

---

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

As of March 31, 2002, the issuer had 20,360,179 shares of common stock, par
value $.001 per share, outstanding.

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

---

---

FAMOUS FIXINS, INC.

FORM 10-QSB FOR THE QUARTER ENDED MARCH 31, 2002

TABLE OF CONTENTS

|        |  |                                                                                                                 | Page
|------- |  | --------------------------------------------------------------------------------------------------------------- | ----
|PART I. |  | FINANCIAL INFORMATION                                                                                           |     
|Item 1. |  | Financial Statements                                                                                            | 3   
|        |  | Balance Sheets As Of March 31, 2002 And December 31, 2001                                                       | 3   
|        |  | Interim Statements Of Operations For The Three Months Ended March 31, 2002 And
                  March 31, 2001 | 5   
|        |  | Interim Statements Of Cash Flows For The Three Months Ended March 31, 2002 And
                  2001           | 6   
|        |  | Interim Statement Of Stockholders' Equity (Deficit) For The Three Months Ended
                  March 31, 2002 | 8   
|        |  | Notes To Interim Financial Statements For The Three Months Ended March 31, 2002                                 | 9   
|Item 2. |  | Management's Discussion and Analysis of Financial Condition and
         Results of Operations                  | 14  

|         |  |                                  |   
|-------- |  | -------------------------------- | --
|PART II. |  | OTHER INFORMATION                |   
|Item 2.  |  | Changes in Securities            | 20
|Item 5.  |  | Other Information                | 20
|Item 6.  |  | Exhibits and Reports on Form 8-K | 22

---

# PART I.  
FINANCIAL INFORMATION

## ITEM 1.  
FINANCIAL STATEMENTS

# FAMOUS FIXINS, INC.
BALANCE SHEETS
(UNAUDITED)

`MARCH 31,  DECEMBER 31,
                                                               2002       2001
                                                            ---------  -----------

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

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

   Cash and cash equivalents                                 $179,928   $233,906
   Accounts receivable, less $5,000 allowance
      for doubtful accounts                                   148,129     70,122
   Due from factor                                              2,358        --
   Merchandise inventory                                      106,660    145,255
   Unused barter credits - current portion                    124,960    124,960
   Prepaid expenses                                            36,582     55,551
   Due from officer/stockholder - noninterest bearing          21,570     21,570
                                                             --------   --------

     TOTAL CURRENT ASSETS                                     620,187    651,364
                                                             --------   --------

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

   Furniture and fixtures                                      15,804     15,804
   Machinery and equipment                                     28,777     28,777
                                                             --------   --------
                                                               44,581     44,581
     Less: Accumulated depreciation                            23,379     21,329
                                                             --------   --------

     NET PLANT AND EQUIPMENT                                   21,202     23,252
                                                             --------   --------

OTHER ASSETS
------------
   Deferred debenture issuance costs, net of accumulated
      amortization ($3,377 in 2002; $3,331 in 2001)                21         33
   Unused barter credits - noncurrent portion                  20,226     20,226
   Security deposits                                            6,482      6,482
                                                             --------   --------

     TOTAL OTHER ASSETS                                        26,729     26,741
                                                             --------   --------


                                                             $668,118   $701,357
                                                             ========   ========`

See accompanying notes to financial statements.

---

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

`MARCH 31,  DECEMBER 31,
                                                               2002       2001
                                                            ---------  -----------

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

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

   5% convertible debentures, due October, 2002
      (principal amount - $33,975)                        $    33,879    $    33,850
   10% demand notes payable                                    27,500           --
   Accounts payable                                           334,680        226,473
   Accrued expenses                                            76,266        112,501
   Due to customers                                             4,394         30,772
   Deferred officer's compensation payable                    146,509        118,861
   Income taxes payable                                           580            580
   4% convertible debentures                                     --        1,575,000
                                                          -----------    -----------

     TOTAL CURRENT LIABILITIES                                623,808      2,098,037
                                                          -----------    -----------

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

   4% convertible debentures                                1,500,000           --
   Deferred rent                                               12,726          3,160
                                                          -----------    -----------

     TOTAL LONG-TERM LIABILITIES                            1,512,726          3,160
                                                          -----------    -----------

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

   Common stock, $.001 par value per share:
      Authorized  25,000,000 shares
      Issued and outstanding
          20,360,179 shares in 2002;
          14,197,903 shares in 2001                            20,359         14,197
   Additional paid-in capital                               4,230,913      4,116,803
   Accumulated deficit                                     (5,650,688)    (5,506,840)
                                                          -----------    -----------
                                                           (1,399,416)    (1,375,840)
      Less: Unused advertising barter
                    credits issued in exchange
                   for common stock                           (24,000)       (24,000)
                Note receivable for common stock issued       (45,000)          --
                                                          -----------    -----------

     TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                  (1,468,416)    (1,399,840)
                                                          -----------    -----------

                                                          $   668,118    $   701,357
                                                          ===========    ===========`

See accompanying notes to financial statements.

---

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

`THREE MONTHS ENDED
                                                          MARCH 31,
                                                    ----------------------

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

NET SALES                                           $ 351,394    $ 427,824
                                                    ---------    ---------

COST OF GOODS SOLD
   Merchandise inventory at beginning of year         145,255      321,116
   Purchases                                          188,292      168,764
   Other direct costs                                   4,021       28,762
                                                    ---------    ---------
                                                      337,568      518,642
      Less: Merchandise inventory at end of period    106,660      247,647
                                                    ---------    ---------

TOTAL COST OF GOODS SOLD                              230,908      270,995
                                                    ---------    ---------

GROSS PROFIT                                          120,486      156,829
                                                    ---------    ---------

OPERATING EXPENSES
   Selling expenses                                    41,276       68,890
   General and administrative expenses                281,979      351,845
   Loss on disposal of plant and equipment               --            883
                                                    ---------    ---------

TOTAL OPERATING EXPENSES                              323,255      421,618
                                                    ---------    ---------

OPERATING LOSS                                       (202,769)    (264,789)
                                                    ---------    ---------

OTHER INCOME (EXPENSE)
   Interest income                                        425           76
   Interest expense and financing costs               (15,924)     (17,026)
   Waiver of bond premium on 4% debentures             75,000         --
   Realized and unrealized loss on investments in
      marketable equity trading securities               --        (13,134)
                                                    ---------    ---------

TOTAL OTHER INCOME (EXPENSE)                           59,501      (30,084)
                                                    ---------    ---------

LOSS BEFORE PROVISION FOR INCOME TAXES               (143,268)    (294,873)

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

NET LOSS                                            $(143,848)   $(295,453)
                                                    =========    =========

BASIC NET LOSS PER COMMON SHARE                     $   (.009)   $   (.021)
                                                    =========    =========`

See accompanying notes to financial statements.

---

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

`THREE MONTHS ENDED
                                                                         MARCH 31,
                                                                  ----------------------

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

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                       $(143,848)   $(295,453)
   Adjustments to reconcile net loss to net cash used in
      operating activities:
         Noncash items:
            Depreciation                                              2,050        2,278
            Amortization and write-off of bond discounts and
               finance costs                                             41          534
            Deferred rent expense                                     9,566         (572)
            Waiver of bond premium on 4% debentures                 (75,000)        --
            Value of common stock issued for services
               received by the Company                                 --            360
            Value of warrants issued and amortized for services
               received by the Company                               28,649       58,242
            Realized and unrealized loss on investments in
               marketable equity trading securities                    --         13,134
            Loss on disposal of plant and equipment                    --            883
         (Increase) decrease in assets:
            Accounts receivable                                     (78,007)    (155,300)
            Due from factor                                          (2,358)        --
            Merchandise inventory                                    38,595       73,469
            Prepaid expenses                                         18,969       (4,175)
         Increase (decrease) in liabilities:
            Accounts payable and accrued expenses                   118,595      (26,813)
            Due to customers                                        (26,378)      24,239
            Taxes payable - other than on income                       --        (11,335)
            Deferred officer's compensation payable                  27,648        1,770
                                                                  ---------    ---------

NET CASH USED IN OPERATING ACTIVITIES
   (CARRIED FORWARD)                                                (81,478)      (8,139)
                                                                  ---------    ---------

                                  (CONTINUED)`

See accompanying notes to financial statements.

---

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

`NET CASH USED IN OPERATING ACTIVITIES
   (BROUGHT FORWARD)                                            $ (81,478)   $  (8,139)
                                                                ---------    ---------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of borrowing against investment in
      marketable equity trading securities                           --        (46,385)
   Proceeds of 10% demand notes payable                            27,500         --
                                                                ---------    ---------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                27,500      (46,385)
                                                                ---------    ---------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS              (53,978)       9,920

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $ 179,928    $ 353,084
                                                                =========    =========


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

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

See accompanying notes to financial statements.

---

# FAMOUS FIXINS, INC.
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
                        THREE MONTHS ENDED MARCH 31, 2002

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

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

Value of warrants issued           28,649          --        --         28,649               --              --           --
and amortized for services
received

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

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

Net loss - Three months         (143,848)         --        --             --           (143,848)            --           --
ended March 31, 2002          -----------  ----------   -------     ----------      ------------       --------      --------

BALANCE (DEFICIT) -           $(1,468,416) 20,360,179   $20,359     $4,230,913      $(5,650,688)       $(24,000)     $(45,000)
MARCH 31, 2002                ===========  ==========   =======     ==========      ============       ========      ========`

See accompanying notes to financial statements.

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2002

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

               The accompanying unaudited interim financial statements have been
          prepared  in  accordance  with  Form  10-QSB  instructions  and in the
          opinion of management  contains all  adjustments  (consisting  of only
          normal  recurring   adjustments)   necessary  to  present  fairly  the
          financial  position of Famous  Fixins,  Inc. as of March 31, 2002, the
          results of  operations  for the three  months ended March 31, 2002 and
          2001,  the  statements  of cash flows for the three months ended March
          31, 2002 and 2001, and the statement of stockholders' equity (deficit)
          for the three  months ended March 31,  2002.  These  results have been
          determined  on  the  basis  of  accounting  principles  and  practices
          generally accepted in the United States and applied  consistently with
          those  used  in  the  preparation  of  the  Company's  2001  financial
          statements.

               Certain information and footnote disclosures normally included in
          the  financial  statements  presented in  accordance  with  accounting
          principles generally accepted in the United States have been condensed
          or omitted. It is suggested that the accompanying financial statements
          be read in conjunction with the financial statements and notes thereto
          incorporated by reference in the Company's 2001 financial statements.

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

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

                    The Company is a promoter and marketer of celebrity 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
               celebrities and creates  consumer  products which include various
               product lines  consisting  of salad  dressings,  candy  products,
               cosmetic  products,  adhesive bandages and other novelty products
               endorsed  by  the  licensors.   The  Company  sells  directly  to
               customers  and also  utilizes  a  network  of  consumer  products
               brokers to distribute  its products  throughout the United States
               and Canada.  Third  party  manufacturers  produce  the  Company's
               various consumer products.`

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2002

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

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

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

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

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

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

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

                    The Company  accounts for warrants issued to purchase common
               stock in connection  with services  rendered to the Company using
               the fair value method  prescribed in SFAS No. 123 "Accounting for
               Stock-Based  Compensation".   Compensation  cost  for  all  stock
               warrants  issued by the Company is (a) measured at the grant date
               based on the fair value of the warrants and (b)  recognized  over
               the service  period.  Stock-based  compensation  cost  charged to
               operations for the three months ended March 31, 2002 was $28,649.

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

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

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2002

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

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

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

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

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

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

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

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

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

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

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2002

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

               Net loss per common  share was  calculated  under  SFAS No.  128,
          "Earnings per Share". Basic net loss per share is computed by dividing
          the net loss by the weighted average  outstanding shares of 16,251,995
          and  13,957,264  for the three  months  ended March 31, 2002 and 2001,
          respectively.  No effect has been given to the  conversion of warrants
          and debentures to common stock inasmuch as such  conversions  would be
          anti-dilutive.

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

               The accompanying financial statements have been prepared on a
          going concern basis, which contemplates the realization of assets and
          the satisfaction of liabilities in the normal course of business. The
          Company has incurred substantial losses from operations and has
          deficiencies in working capital and stockholders' equity at March 31,
          2002 which raise substantial doubt about its ability to continue as a
          going concern. The Company's ability to operate as a going concern is
          dependent upon its ability to continue to raise adequate capital and
          financing as may be required. The Company has entered into a
          "Settlement of Debts and Asset Purchase Agreement" as described in
          Note 5E and in connection therewith the bondholders of the Company's
          4% convertible debentures have extended the maturity date to May 8,
          2003 (See Note 5F). However, there can be no assurance that future
          capital contributions and/or financing will be sufficient for the
          Company to continue as a going concern or that it can achieve
          profitable operations in the future. The financial statements do not
          include any adjustments that might result from the outcome of these
          uncertainties.`

---

# FAMOUS FIXINS, INC.
NOTES TO INTERIM FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2002

`NOTE 5.   SUMMARY OF SIGNIFICANT EVENTS OCCURRING DURING THE THREE MONTHS ENDED
          ---------------------------------------------------------------------
          MARCH 31, 2002
          --------------

               The  following  is a  summary  of the  significant  events  which
          occurred during the three months ended March 31, 2002:

               A.   On January 28,  2002,  the Company  borrowed an aggregate of
                    $27,500 from two lenders and issued  demand notes payable at
                    an interest rate of 10% per annum. The 10% notes are payable
                    on demand,  on or after June 15, 2002. The lenders include a
                    party   related  to  the   holders  of  its  4%   $1,500,000
                    convertible debentures and another unrelated party.

               B.   On February 13, 2002,  the Company  entered into an accounts
                    receivable  factoring  agreement subject to a minimum annual
                    fee  of  $5,000.  Under  the  agreement,   the  Company  may
                    selectively  assign  and  sell  part or all of its  accounts
                    receivable,   subject  to  approval   by  the  factor.   The
                    transactions   with   the   factor   have   thus   far  been
                    insignificant.  The balance  due from the factor  under this
                    arrangement is $2,358 at March 31, 2002.

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

               D.   On March 27,  2002,  an  officer/stockholder  of the Company
                    exercised  warrants to purchase  1,500,000  shares of common
                    stock at an  exercise  price of $.03 per share.  In exchange
                    for the  issuance of common  stock,  the Company  accepted a
                    note receivable in the amount of $45,000,  bearing  interest
                    of 6% per annum, due January 1, 2003.

               E.   On March 29, 2002, the Company entered into a "Settlement of
                    Debts and Asset  Purchase  Agreement"  pursuant to which the
                    Company  agreed to  divest  all of its  operations  and sell
                    substantially  all  of  its  assets  and  certain  specified
                    liabilities to Starbrand,  LLC in exchange for  cancellation
                    of $450,000 of its 4% $1,500,000 convertible debentures. The
                    members of Starbrand,  LLC will include certain stockholders
                    of the  Company.  The  Company  expects to  consummate  this
                    transaction in the near future.

               F.   On March 29,  2002,  the  bondholders  of the  Company's  4%
                    $1,500,000  convertible debentures have agreed to extend the
                    maturity date to May 8, 2003.  Accordingly,  the Company has
                    reclassified  the 4%  $1,500,000  debentures  as a long-term
                    liability  in its  balance  sheet as at March 31,  2002.  In
                    addition,  the  bondholders  have  agreed to waive a $75,000
                    bond premium payable in connection with the indebtedness.`

---

## 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.

## Results of
Operations

Sales for the three months
ended March 31, 2002 decreased approximately 18% to $351,394 from $427,824 for
the three months ended March 31, 2001. The decrease in sales for the three
months ended March 31, 2002 is attributable to the slowdown in sales in
connection with the gradual discontinuation of several product lines that were
offered in the three months ended March 31, 2001.

Cost of goods sold for the three months ended March 31, 2002 was $230,908,
approximately 66% of sales, as compared to $270,995, approximately 63% of sales,
for the comparable period in fiscal year 2001. The decrease in the amount of the
cost of goods sold for the three months ended March 31, 2002 as compared to the
three months ended March 31, 2001 is attributable to the discontinuation of
several product lines that were offered for sale in the three months ended March
31, 2001. Total cost of goods sold are expected to increase in the next six
months, because we will incur substantial costs in connection with the
manufacturing, marketing and selling of up to two new product lines that are
currently in the developmental stages and four new product lines that we
introduced in the last quarter of 2001 and the first quarter of 2002.

Gross profit on sales for the three months ended March 31, 2002 was $120,486, a
decrease of 23%, as compared to gross profit of $156,829 for the three months
ended March 31, 2001. Gross profit was approximately 34% of sales for the three
months ended March 31, 2002 as compared to gross profit as a percentage of sales
for the three months ended March 31, 2001 of 37%. The decrease in the amount of
gross profit is attributable to less sales resulting from the slowdown in sales
in connection with the gradual discontinuation of several product lines that
were offered in the three month period ended March 31, 2001.

For the three months ended
March 31, 2002 as compared to the three months ended March 31, 2001, operating
expenses decreased to $323,255 from $421,618, which represents a 23% decrease in
operation expenses and an decrease to 92% of sales from 99% of sales. The
decrease in our operating expenses for the three months ended March 31, 2002 is
due mainly to a decrease in general and administrative expenses associated cost
saving measures implemented by management. Operating expenses, particularly
selling expenses, are expected to increase over the next six months as we
introduce up to two new product lines that are currently in the developmental
stages and we incur costs associated with the sales of four new product lines
that we introduced in the last quarter of 2001 and the first quarter of 2002;
however, operating expenses are expected to decrease as a percentage of total
sales over time as our sales volume grows and as we incur less marketing and
selling expenses as a percentage of sales for a particular product line.

For the three months ended
March 31, 2002, we operated at a net loss of $(143,848), or a loss of $(0.009)
per share basic, as compared to net loss of $(295,453), or a loss of $(0.021)
per share basic for the three months ended March 31, 2001. The decrease in net
loss for the three months ended March 31, 2002 as compared to the three months
ended March 31, 2001 is mainly due to a decrease in operating expenses
associated with the gradual discontinuation of several product lines.

---

In the year ended December
31, 2001, we entered into six new license agreements for the introduction of six
new products. We introduced four new product lines in the last quarter of 2001
and the first quarter of 2002, and we intend to introduce two new product lines
in the next three to nine months. In fiscal year 2001, we reorganized our
company personnel and our product offerings, including discontinuance of four
product lines. While the addition of new product lines may also create liquidity
issues and demands on our limited resources, it is anticipated that our focus on
products that have potentially broad territorial appeal and licenses with longer
license periods may have a favorable impact on income and liquidity.

Our food sales business is not seasonal in nature.

Inflation is not deemed to be a factor in our operations.

## Financial
Condition or Liquidity and Capital Resources

Financing Activities

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 our operations and growth from inception.

In October 1999, we entered
into agreements pursuant to which certain investors agreed to purchase an
aggregate of $550,000 principal amount of 5% convertible debentures due October
19, 2002 and 139,152 warrants to purchase shares of our common stock. At the
initial closing date, we received gross proceeds of $450,000, and in February
2000, we received the remaining $100,000 when a registration statement in
connection with the resale of the underlying common stock became effective. The
warrants are exercisable between October 30, 1999 and October 30, 2004 at a
purchase price of $.494 per share, which was 125% of the market price on the
closing date. Through March 31, 2002, debenture holders have converted
debentures with an aggregate of $526,032 in principal and interest into
3,136,279 shares of common stock. Debentures with a principal of $33,975 and
interest thereon remain outstanding. None of the warrants have been exercised.

In March 2000, we entered
into an agreement pursuant to which certain investors agreed to purchase an
aggregate of $1,000,000 principal amount of 0% convertible debentures due March
13, 2005 and warrants to purchase 2,500,000 shares of our common stock. We
received gross proceeds of $1,000,000 from the transaction. The holders of the
convertible debentures were entitled to convert the debentures into shares of
common stock at a conversion price of $.40 per share. The warrants are
exercisable before March 13, 2005 at a purchase price of $.75 per share. In
October 2000, we entered into an agreement for the sale of $1,500,000 principal
amount of 4% convertible debentures pursuant to which the outstanding principal
amount of the 0% convertible debentures were surrendered.

---

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

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

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

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

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

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

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

---

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

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

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

In February 2002, we
entered into an accounts receivable factoring agreement subject to a minimum
annual fee of $5,000. Under the agreement, we may selectively assign and sell
part or all of its accounts receivable, subject to approval by the factor. At
March 31, 2002, $2,358 is due from the factor under this arrangement.

Barter Credits

In 1998, we issued shares
of our common stock for a barter credit with an initial amount of $125,000 in
connection with future radio spot advertisements and other services. We
recovered $75,000 of the barter credit in 2000. In 2001, we utilized $2,550 of
the remaining barter credit balance of $50,000. We estimate that we will be
unlikely to utilize a portion of the remaining balance of the credit. We
recorded an impairment charge of $23,450 in 2001, representing the difference
between the carrying amount and the fair value, based on managements
estimate of the discounted cash flows, of the remaining credit. The adjusted
carrying amount of this credit as at March 31, 2002 is $24,000.

In March 2000, we entered into an agreement to sell certain merchandise products
in exchange for a $457,104 trade credit to purchase future television, radio and
other advertising mediums as well as such services as warehousing, hotel rooms,
airline tickets and office equipment on a barter basis over a maximum period of
four years. In April 2000, we delivered merchandise with an estimated fair value
of $302,471 to the barter company in connection with the trade credit
commitment. We recorded the credit on the basis of the $302,471 estimated fair
value of the transferred merchandise. In the third quarter of 2001, we recorded
an impairment charge of $157,285 to write-down the carrying amount of the unused
barter credit to a net realizable value of $145,186 based upon managements
estimate of the expected future discounted cash flows. Through March 31, 2002,
no portion of the credit entitlement was used. The credit agreement expires in
March 2004, after giving effect to our option to extend the agreement for one
year.

In October 2000, we
commenced a lawsuit against the barter company in which, among other claims, we
asserted that the barter company failed to establish the $457,104 trade credit
in our favor. The barter company interposed an answer, and in early 2001, the
parties discussed settlement of the action whereby the barter company stated its
intention to provide the trade credit to which we are entitled. The current
status of the litigation is that we agreed to hold further prosecution of our
claims in the pending litigation in abeyance, while the parties seek to have the
barter credits utilized, upon which usage in full, we intend to discontinue the
litigation.

---

We believe we will be able
to utilize all of these barter credits prior to their expiration, thereby
realizing the benefit of the credits. We have obtained documentation from the
barter company outlining various vendors who are participants in the barter
program, a number of whom are expected to be utilized by us either for advertising
or other programs. We assessed the viability of the barter company by: (a)
calling the Better Business Bureau to check the barter companys status;
(b) obtaining comfort with management integrity through communications including
confirmation of available balances; and (c) obtaining a Dun & Bradstreet
Credit report on the barter company.

There have been discussions
between the parties pursuant to which an advertising program of approximately
$132,000 was being developed for utilization in 2002. We have been working with
the barter company to make arrangements to use the credits over a period of the
remaining contract period by placing ads with several publishing companies.

Going Concern Comment

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

Management's Plan of Action

The primary issues
management has focused on to address the going concern matter included:

|o | initiating negotiations
to secure short term financing through promissory notes on an as needed basis;
|- | ------------------------------------------------------------------------------------------------------

|o | initiating negotiations to secure short term financing through factoring of
accounts receivables on an as needed basis;
|- | -----------------------------------------------------------------------------------------------------------------------

|o | working with the holders of convertible debentures on a restructuring of the
debt they hold, by means of extension of maturity dates, modifying repayment
terms, exchange of debentures to other forms of debts or otherwise, which would
ease our debt burden and allow for the raising of additional capital.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We earlier believed that the funds from the 4% convertible debentures, in
conjunction with revenues from our operations, would be sufficient to fund our
operations for several months in 2002, subject to our ability to resolve the
repayments due on maturity of existing obligations, including the 4% convertible
debentures with a principal amount of $1.5 million which matured on August 7,
2001 without repayment. Despite the best efforts of management to increase
revenues and to reduce costs by significantly altering the product lines and by
decreasing certain operating expenses during the fiscal year ended December 31,
2001, we sustained losses from operations during the year ended December 31,
2001 of $(1,020,966) and we had negative working capital of approximately
$(1,447,000) as of year end 2001, and we sustained losses from operations during
the three months ended March 31, 2002 of $(143,848) and we had negative working
capital of approximately $(3,621) as of March 31, 2002.

We explored various options
to obtain financing and to resolve our existing debt burden, including by means
of merger, consolidation, sale of assets, reorganization or restructuring. In
September 2001, we hired a financial advisor on an exclusive basis to assist us
in strategic and financial planning matters. In January 2002, we entered into
promissory notes to pay for immediate business needs. In February 2002, we
entered into an accounts receivable factoring agreement.

Despite efforts by
management, we were unable to raise the required additional capital to finance
our operations in their present form, in part due to our debt burdens.

---

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

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

After the closing of the
transaction, we will be actively seeking to raise capital and acquire a new
business. We do not presently have any such plans and there can be no assurance
that raising such capital or acquiring a new business will be possible. If new
capital should become available or we acquire a new business, the financing or
acquisition is likely to result in immediate and substantial dilution to our
presently existing shareholders.

---

# PART II.  
OTHER INFORMATION

## ITEM 2.  
CHANGES IN SECURITIES

In October 2000, 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. The transaction closed on November 7, 2000. The principal
amount of the 4% convertible debentures was $1,500,000, consisting of: 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 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 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. To date, we are unable to draw down upon the
equity line of credit. Beginning August 7, 2001, the investors may convert the
4% convertible debentures into shares of common stock because a registration
statement for the equity line of credit was not effective on the maturity date
and because we are not able to draw down the maximum amount permitted each month
under the equity line under an effective equity line of credit registration
statement. The conversion price shall equal the lesser of $0.054 or 85% of the
average of the 5 lowest closing bid prices during the 22 trading days preceding
the applicable conversion date. At the 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. The 4% convertible debentures
matured unpaid on August 7, 2001 with a 5% premium on the principal and the
accrued unpaid interest. To date, we have not paid any accrued interest in cash.
In March 2002, the agreements were amended to extend the due date for the
debentures until May 8, 2003 and to waive any penalties incurred in connection
the original due date for the debentures having occurred. In March 2002,
debenture holders have converted accrued interest with an aggregate of $46,623
of accrued interest into 4,662,276 shares. None of the principal amount have
been converted, and none of the warrants have been exercised.

On March 27, 2002, Jason
Bauer exercised options to purchase 1,500,000 shares of common stock. The
options were granted in March 2001, pursuant to an amended employment agreement,
effective April 12, 2001, to serve as President and Chief Executive Officer. The
exercise price was $.03 per share, and was paid for by a promissory note to
Famous Fixins bearing interest at a rate of 6% per year. At the closing of the
Settlement of Debts and Asset Purchase Agreement, the promissory note will be
assumed by Starbrand.

## ITEM 5.  
OTHER INFORMATION

In March 2002, the holders
of a majority of the shares of our outstanding common stock approved in writing
an amendment to our Certificate of Incorporation to increase our authorized
capital from 25, 000,000 shares to 200,000,000 shares. We intend to file an
amendment to our certificate of incorporation to reflect the shareholder action
in the near future.

---

On March 29, 2002, we
entered into a Settlement of Debts and Asset Purchase Agreement with Starbrand,
LLC, pursuant to which Starbrand agreed to acquire substantially all of our
assets, properties and business in exchange for the assumption of certain of our
liabilities. The assets to be transferred and the liabilities to be assumed had
an approximate value of $725,000, and $938,000, respectively, at December 31,
2001. We anticipate the closing to occur in the near future.

The Settlement of Debts and
Asset Purchase Agreement specifically provides that we shall retain all claims
for tax refunds, tax loss carry forwards or carrybacks or tax credits of any
kind applicable to our business prior to the closing of the asset purchase
agreement. As of December 31, 2001, we had net operating loss carry forwards of
approximately $2,426,000, all of which expire by 2021. Without future profits,
such tax losses are of limited or no value. The liabilities that will not be
assumed by Starbrand consist primarily of:

|o | principal amount of $1,050,000 of our 4% convertible debentures, in the aggregate, owned by Roseworth
         Group Limited, Balmore Funds, S.A. and Austost Anstalt Schaan, including accrued interest on $1,500,000
         of the debentures;
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | principal amount of $33,975 of our 5% convertible debentures owed by AMRO International, S.A.,including
         accrued interest; and
|- | --------------------------------------------------------------------------------------------------------------------------------------

|o | promissory notes issued in 2002, as of March 31, 2002, totaling $27,500.
|- | ------------------------------------------------------------------------

The increase in authorized
capital and the transaction for the settlement of debts and the transfer of
assets were approved in writing by the holders of a majority of the shares of
our then outstanding common stock in accordance with the provisions of Section
615 of the New York Business Corporation Law. The names of these shareholders
and the number of shares owned by them were as follows:

|o | Jason Bauer, 3,889,747
shares or 19.1% of the issued and outstanding shares;
|- | ----------------------------------------------------------------------------

|o | Peter Zorich, 2,409,747
shares or 11.8% of the issued and outstanding shares;
|- | -----------------------------------------------------------------------------

|o | Roseworth Group Ltd.,
1,544,092 shares or 7.6% of the issued and outstanding shares;
|- | ------------------------------------------------------------------------------------

|o | Austost Anstalt
Schaan, 1,544,092 shares or 7.6% of the issued and outstanding shares; and
|- | ------------------------------------------------------------------------------------------

|o | Balmore Funds, S.A., 1,544,092 shares or 7.6% of the issued and outstanding
shares.
|- | -----------------------------------------------------------------------------------

At the time of the approval, the aggregate of these shares constituted 53.7% of the then outstanding shares of
common stock.

Starbrand, LLC is a newly
formed Delaware entity with no current operations. Starbrand agreed to acquire
substantially all of our assets, properties and business in exchange for the
assumption of certain of our liabilities. The assets to be transferred and the
liabilities to be assumed had an approximate value of $725,000, and $938,000,
respectively, as at December 31, 2001. The liabilities assumed by Starbrand
includes the principal amount of $450,000 of 4% convertible debentures issued by
Famous Fixins. Jason Bauer, our current officer and director, intends to resign
upon the closing of the transaction, and will initially manage Starbrand.
Certain persons who voted in favor of this transaction have a beneficial or
equity interest in Starbrand, including Bauer, Roseworth Group Ltd., Austost
Anstalt Schaan, and Balmore Funds, S.A. Starbrand is seeking funding in order to
continue the assumed business.

---

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

(a)        Exhibits.

The following exhibits are filed with this report:

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

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

|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.
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)        Reports on Form 8-K.

None.

---

# 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:  May 21, 2002 | By:      /s/ Jason Bauer
      Jason Bauer
      Chief Executive Officer and President
|-------------------- | --------------------------------------------------------------------------------------

---