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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB/A

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

                   For the fiscal year ended December 31, 2002

                         Commission File Number 0-27219

                               Famous Fixins, INC.

                    (Exact name as specified in its charter)



                   New York                             13-3865655
                   --------                             ----------
     (State or other jurisdiction of                   (IRS Employer
      incorporation or organization)                 Identification No.)

9440 Santa Monica Boulevard, Suite 400, Beverly Hills, CA            90210
--------------------------------------------------------------------------------
       (Address of principal executive office)                     (Zip Code)

                  Registrant's telephone number: (310) 860-9969


Securities registered under section 12 (b) of the Exchange Act: None

Securities registered under section 12 (g) of the Exchange Act: Common Stock


Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the last 12 months (or
for 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 ( )

Check here if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrants' knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this 10-KSB or
any amendment to this Form 10-KSB. [ ]


Aggregate market value of Registrants' voting and non-voting common equity held
by non-affiliates as of April 7, 2003 - approximately $ 436,322

Outstanding common stock, $.001 par value as of April 7, 2003: 60,673,834 shares

                                        1



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                               FAMOUS FIXINS, INC.



                                TABLE OF CONTENTS

PART I

Item 1. Description of Business

Item 2. Description of Property

Item 3. Legal Proceedings

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

PART II

Item 5. Market for Company's Common Equity and Related Stockholder Matters

Item 6. Management's Discussion and Analysis and Plan of Operation

Item 7. Financial Statements

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
        with Section 16 (a) of the Exchange Act

Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management

Item 12. Certain Relationships and Related Transactions

Item 13. Exhibits and Reports on Form 8-K

Item 14. Controls and Procedures

SIGNATURES

EXHIBITS


                                        2



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SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS

We are including the following cautionary statement in this Annual Report on
Form 10-KSB to make applicable and take advantage of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995 with respect to
forward-looking statements made by, or on behalf of the Company. Forward-looking
statements include statements concerning plans, objectives, goals, strategies,
future events or performance and underlying assumptions and other statements
that are other than statements of historical facts. From time to time, we may
make written or oral statements that are forward-looking including statements
contained in this report and other filings with the Securities and Exchange
Commission. These forward-looking statements are principally contained in the
sections captioned "Business" and "Management's Discussion and Analysis of
Operations". In those and other portions of this Form 10-KSB, the words
"anticipates", "believes", "estimates", "seeks", "expects", "plans", "intends",
and similar expressions as they relate to our management or us are intended to
identify forward-looking statements. These cautionary statements expressly
qualify all such forward-looking statements.

Forward-looking statements involve risks and uncertainties that could cause
actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The forward-looking statements contained herein are
based on various assumptions, many of which are based, in turn, upon further
assumptions. Our expectations, beliefs and forward-looking statements are
expressed in good faith on the basis of management's views and assumptions as of
the time the statements are made, but there can be no assurance that
management's expectations, beliefs or projections will result or be achieved or
accomplished.

In addition to other factors and matters discussed elsewhere herein, the
following are important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking statements:
technological advances, impact of competition, dependence on key personnel and
the need to attract new management, effectiveness of cost and marketing efforts,
acceptances of products, ability to expand markets, the availability of capital
or other funding on terms satisfactory to us and the impact of war or terrorist
activities that could influence the economy and the confidence by both
individuals and businesses. We disclaim any obligation to update forward-looking
statements to reflect events or circumstances after the date hereof.


                                     PART I.

Item 1. Description of Business

On May 28, 1998, we acquired Famous Fixins, Inc., a privately-held New York
corporation formed on November 29, 1995 ("FFNY"), in a transaction viewed as a
reverse acquisition. FFNY was a promoter and marketer of celebrity endorsed
consumer products. It commenced business activities in 1995 and began sales
operations in March 25, 1997. Pursuant to a Plan and Agreement of
Reorganization, we issued 5,494,662 shares of common stock to Jason Bauer, as
trustee for certain shareholders of FFNY, in exchange for 97% of the outstanding
common stock of FFNY. Pursuant to the reorganization, the controlling
shareholders became our controlling shareholders and officers and directors.
FFNY became a majority-owned subsidiary of our company.

On June 8, 1998, we changed our name to Famous  Fixins,  Inc.  under the laws of
the State of Nevada.

On November 16, 1998, we reincorporated under the laws of the State of New York
by merging into our wholly-owned subsidiary, Famous Fixins Holding Company,
Inc., a corporation formed for the purpose of reincorporation. On November 20,
1998, we merged with our New York subsidiary, FFNY. On November 20, 1998, we
changed our name to Famous Fixins, Inc. under the laws of the State of New York.
We operate as a single entity under the laws of the State of New York.

On December 27, 2002 we consummated an Agreement and Plan of Merger
("Agreement") whereby we combined with Warning Model Management, LLC, a
California Limited Liability Company, ("Warning") which was organized in
September 1998. The transaction has been accounted for, as a reverse acquisition
for accounting purposes and the continuing business is that of Warning. Pursuant
to the Agreement, we issued 24,313,655 shares of common stock and a three
convertible notes in the aggregate principal amount of $2,900,000 to the Members
of Warning Model Management, LLC.


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The accounting treatment is that of a business combination using the reverse
acquisition method, with Warning being the accounting acquirer under accounting
principles generally accepted in the United States. The assets and liabilities
of the Company consist primarily of petty cash, receivables, convertible
debentures and accrued expenses and are combined with those of Warning at
historical cost. The statements of operations subsequent to the combination will
be those of the Warning. At the time the Agreement was executed, the Company had
no operations.

Warning Model Management, LLC ("WAMM") was established in September 1998 and is
a large modeling management company operating in the United States. WAMM is the
one of the largest model management companies in Los Angeles having quality
fashion oriented models and talent for both the fashion industry and TV/Radio
commercials, as well as the retailing and advertising sectors.

WAMM differs from other Los Angeles ("LA") model management companies by
providing the fashion/retailing industry in California and other Western States
the level of modeling talent previously only found in New York and Paris. We
have achieved this by focusing on those clients that use LA and San Francisco as
a primary location rather than as a base, and making available the talent they
require locally, saving them (in many cases) the expense of having to bring
those models from New York or Paris. We can do this by the advancement and
application of an interactive web site that has made the old ways of
transporting bulky portfolios by messenger obsolete. What took days before can
be done in seconds from anywhere in the world. WAMM's stable of talent includes
many of the world's top models. WAMM operates as an independent model management
company, which means they have no one corresponding agent in New York or
elsewhere. This places WAMM in an enviable position to be able to work with any
agency we desire. This is important in that we have a greater selection of
talent to offer the entire market as a whole.

Current clients include all the major fashion lines as well as local clientele
such as Macy's, Nordstrom's, Mervyns, Robinsons-May, Gap, Banana Republic, Bon
Marche, Eddie Bauer, J. Crew and Talbot's. Warning also represents many of the
Victoria Secret Models. WAMM's models are prominently featured in print media,
including the world's top fashion magazines, TV commercials and other retailing
media campaigns.

1.   Principal products or services and their markets;

     Our  principal  service is  providing  models for  commercial  and high-end
     fashion purposes. We provide both male and female models to a wide range of
     advertising  media using print,  still  photography,  video and  television
     commercials.  We also supply models for high-end fashion engagements,  such
     as fashion shows and runway walks.

     While our market is world  wide,  we have a strong  presence  in the United
     States and our Los Angeles,  California base of operations. The Los Angeles
     area is renowned for a  relatively  rain-free  climate  allowing for almost
     year  round  production  of outdoor  oriented  filming  and print  oriented
     photography.  Los Angeles also has a diversity  of  landscape  with oceans,
     mountains  and  desert  that  makes  it  an  ideal  location  for  shooting
     commercials and advertising.

2.   Distribution methods of the products or service;

     We function as an  independent  agency,  having no branch  offices in other
     cities.  As an  independent,  we can work with any  number  of other  model
     agencies in cities all around the world to maximize our talent's exposure.

     The  modeling  business  is  driven  by  personal  relationships  that  are
     developed  over  time.  We have  numerous  contacts  with  various  booking
     agencies,  retail  fashion  advertising  departments,   fashion  magazines,
     high-end  designer  contacts and other  sources that  represent a source of
     bookings and revenue.

     Each model has a portfolio  that is developed by the company that serves as
     a  critical  business  development  component.  The  portfolio  contains  a
     pictorial  representation of past assignments,


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     various poses and technical information such as height,  weight, shoe size,
     etc. The customer can then request representative  portfolio samples or can
     go directly to the company's web site to view  individual  models and their
     portfolios.  We believe that our web site provides a competitive  advantage
     that allows  customers and  prospects to see all of our potential  modeling
     talent.  The online element  dramatically  changes the existing dynamics of
     sending a portfolio by courier to the customer to immediate  online access.
     Our web site  (www.warningmodels.com)  allows for the expansion of customer
     choice in viewing many model portfolios for their contemplated  project. In
     addition to inbound  requests by customers for talent,  there are also many
     outbound calls made to solicit business.

     In addition to individual  assignments,  models may be requested for longer
     term  activities  such as  representing  a  customer's  product  line  (for
     example,  cosmetics or lingerie) wherein an entire advertising  campaign is
     developed  around the product and the model.  A more recent  phenomenon has
     been the model  transitioning to a film/acting or  entertainment  role. The
     company can benefit at each stage,  collecting a fee as part of the model's
     print or commercial shoot.

3.   Status of any publicly announced new product or service;

     No new  products  or services  have been  introduced  during the  reporting
     period. Expansion of existing services occurs on an on-going basis.


4.   Competitive business conditions and the small business issuer's competitive
     position in the industry and methods of competition;

     We operate in a highly competitive industry.  While there are certain brand
     name  competitors such as LA Models and Ford, the industry is characterized
     as somewhat  fragmented  and with no clear  dominant  competitor.  Some key
     drivers and  competitive  differentiation  include the overall  talent pool
     that is maintained by each competitor, a new face or talent that can become
     a hot property, historic ties to customers and advertising relationships as
     well as the ability to match  modeling  product with customer need. We also
     believe that our web site provides a competitive  distinction when compared
     to other competitor capabilities.

     Our competitive  position is largely  influenced by our ability to maintain
     responsiveness  to the  developing  market in which we are  engaged  and to
     ensure continuing  development of our models in order to keep pace with the
     competition and developing market trends and needs.


5.   Sources and availability of models and the names of principal suppliers;

     There are a variety  of sources  for model  talent  development,  including
     portfolio  submission  by the  prospective  model,  interaction  with other
     modeling  agencies,  and through  fashion shows and industry  functions.  A
     classic source is that of simple discovery by the company's representatives
     while in the course of everyday activities.

     As part of the process,  if the model agrees to have the company  represent
     them,  an  agreement  is  executed  between  the company and the model that
     delineates  responsibilities,  payment and other terms. The Company engages
     models as independent  contractors  and not as employees.  While there is a
     large pool of available  talent,  the  longer-term  success of any model is
     much narrower and uncertain.


6.   Dependence on one or a few major customers;

     Our customer  base and revenue  sources are diverse.  While we are based in
     Los  Angeles,  we supply  talent  for  assignments  throughout  the  world.
     Consequently we believe that we have  geographic  diversity to help balance
     economic cycles.  Continual contact with worldwide  customers and prospects
     is important to continue business growth and new customer acquisition.


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7.   Patents, trademarks, licenses, franchises,  concessions, royalty agreements
     or labor contracts, including duration;

     Outside of our logo and  service  mark,  we do not hold  title to  patents,
     trademarks,  licenses,  franchises, or concessions.  We do maintain royalty
     agreements  between the models and talent and our company  that are part of
     the standard model agreement.

8.   Need for any  government  approval of principal  products or  services.  If
     government  approval is necessary and the small business issuer has not yet
     received  that  approval,  discuss  the status of the  approval  within the
     government approval process;

     The  Company is  required  to have a Talent  Agency  License  and be bonded
     within the State of California.  To the best of our  knowledge,  additional
     government  approval  for our  products and services is not required in the
     normal course of business operation.


9.   Effect of existing or probable governmental regulations on the business;

     Government regulations at both the State and Federal level are encountered.
     Regulations  and laws  related to labor  principally  affect  our  company.
     Indirectly,  we are also impacted by changes at the Federal and State level
     that may affect advertising or related business.

10.  Costs and effects of compliance with environmental laws (federal, state and
     local);

     Compliance  costs  with  environmental  laws have a  minimal  impact on our
     company.

11.  Number of total employees and number of full time employees

We  employed  a total  of 11  people  at  December  31,  2002,  of which 10 were
classified  as full time  employees.  Currently  we have 12  employees.  We have
successfully  expanded  the  quantity  and quality of our sales,  marketing  and
support staff.  Although, we compete for such personnel with other companies and
organizations  that in many cases can offer  superior  facilities and resources,
our  ability to offer  prospective  employees  the  opportunity  to make a large
contribution  in an  exciting,  growing  and  dynamic  environment  has made the
recruitment of highly qualified individuals a relatively easy task.

RISK FACTORS

HISTORICAL OPERATING LOSSES

For the year ended December 31, 2002, the Company posted a higher net loss than
from the prior year. The increase in operating loss was primarily due to
increased in non-recurring operating expenses relating to the merger and
additional administrative costs due to increased sales volume.

SHORT OPERATING HISTORY.

Although Warning Model Management, LLC was formed in September 1998, we have
been in actual operation under current management for a relatively short time.
We face all of the risks inherent in a new business and those risks specifically
inherent in the development and operation of a new business. The likelihood of
our success must be considered in light of the problems, expenses, difficulties
and delays frequently encountered in connection with a new business, including,
but not limited to, uncertainty as to the ability to develop a market share for
our services. The purchase of securities offered by us must be regarded as the
placing of funds at risk in a new or "start-up" venture with all of the
unforeseen costs, expenses, problems and difficulties to which such ventures are
subject.

NEED FOR ADDITIONAL PERSONNEL

Our ability to grow will depend in part upon our ability to attract and retain
experienced professionals to staff

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a  significant  expansion  of our  activities.  Although we have thus far had no
difficulty in  attracting  and retaining  qualified  personnel,  there can be no
assurance  that  we  will  not  need to hire  additional  management  and  other
personnel  which meets our  long-term  goals or that we will be able to find and
attract qualified persons to fill such additional positions in the future.

MANAGEMENT OF GROWTH

Our business strategy involves continuing rapid expansion. This growth will
place significant strain on our administrative, operational and financial
resources, and will increase demands on our systems and controls. Our ability to
manage our growth successfully will require us to develop improved systems and
controls. If our management is unable to manage growth effectively, our
operating results and financial condition could be adversely affected.

Any materials we file with the SEC may be read and copied at the SEC's Public
Reference Room at 450 fifth Street, NW Washington, D.C 20549. Information on the
operation of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. Also the SEC maintains an Internet site that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC and the address of that site is
(http://www.sec.gov).

ITEM 2.  Description of Property

As of December 31, 2002 the Company leases its facility under a 60-month
agreement, which terminates on April 30, 2005, with the option to renew for an
additional six months. The aggregate rental rate for the entire facility for the
eight months ending December 31, 2001, and the year ending December 31, 2002
were $71,667 and $100,895, respectively. All operations were performed at this
facility.


ITEM 3. Legal Proceedings

None

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

The following actions were taken pursuant to the written consent of a majority
of our shareholders, dated March 29, 2002, in lieu of a special meeting of the
shareholders. The following actions became effective on or about May 6, 2002:

1.   Sale  by us of  substantially  all of our  assets  to a  limited  liability
     company, and
2.   Amendment of our  Certificate of  Incorporation  to increase the authorized
     number of shares of our common stock from 25,000,000 to 200,000,000.

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.


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                                     PART II

ITEM 5.  Market for Company's Common Equity and Related Stockholder Matters

The Company's Common Stock is quoted on the over - the - counter market and
quoted on the National Association of Securities Dealers Electronic Bulletin
Board ("OTC Bulletin Board") under the symbol "FIXN". The high and low bid
prices for the Common Stock, as reported by the National Quotation Bureau, Inc.,
are indicated for the periods described below. Such prices are inter-dealer
prices without retail markups, markdowns or commissions, and may not necessarily
represent actual transactions.


Fiscal Year       Quarter Ended             High              Low
- -----------       -------------             ----              ---
2000              March 31, 2000            $0.6875           $0.1875
                  June 30, 2000             $0.51             $0.17
                  September 30, 2000        $0.203            $0.045
                  December 31, 2000         $0.0938           $0.0156

2001              March 31, 2001            $0.469            $0.0156
                  June 30, 2001             $0.06             $0.02
                  September 30, 2001        $0.03             $0.01
                  December 31, 2001         $0.02             $0.01

2002              March 31, 2002            $0.01             $0.01
                  June 30, 2002             $0.01             $0.01
                  September 30, 2002        $0.01             $0.01
                  December 31, 2002         $0.02             $0.01

The Company has not declared or paid any cash dividends on the common stock and
does not anticipate that any cash dividends will be paid in the foreseeable
future.

As of December 31, 2002, the Company's common stock was held by approximately
115 shareholders of record.

Recent Sales of Unregistered Securities

Since December 31, 2002 (latest fiscal year end of Famous Fixins, Inc.) the
Company made the following sales of stock without registration using the
exceptions available under the Securities Act of 1933, as amended, including
unregistered sales made pursuant to Section 4(2) of the Securities Act of 1933,
as follows:

On December 27, 2002, we issued three, two year 4% interest, convertible
promissory notes in the aggregate of $2,900,000 to the members of WAMM as
follows: Jeffrey Wong, $290,000. George Furla, $1,450,000 and $1,160,000 to
Steve Chamberlin.


Effective with the merger date, 24,313,655 shares of FIXN common stock were
issued to the members of Warning Model Management, LLC, pursuant to the
Agreement and Plan of Merger dated December 27, 2002 as part of the
consideration for the Merger of Warning Model Management LLC and FIXN. These
shares were issued pursuant to the exemption provided for under Section 4(2) of
the Securities Act of 1933, as amended, as a "transaction not involving a public
offering," valued at $0.01 per share (price reflected market price) The
investors of the stock at this time were accredited investors.


On December 30 2003, we issued an aggregate of $500,000 of 10% convertible
debentures due in 2005 to an investor. The debentures accrue interest at 10% per
annum. The holder has the right to convert the debentures into 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. The debenture holders also received warrants allowing purchase of
1,000,000 common shares at an exercise price of $0.01 per share at any time
before December 30, 2007. The proceeds were primarily used to repay short-term
borrowings and for general corporate purposes.



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On January 7 2003, we issued an aggregate of $50,000 of 10% convertible
debentures due in 2004 to an investor. The debentures accrue 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.

In January 2003, the holder of the 10% convertible debentures has elected to
partially convert, $25,500 of the outstanding principal amount of the
debentures, into 5,000,000 shares of our common stock on February 6, 2003.


ITEM 6. 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 meet our
obligations and commitments as they became payable.


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Results of Operations

Year Ended December 31, 2002 versus Year Ended December 31, 2001
- ----------------------------------------------------------------

Revenue for the year ended December 31, 2002 was $2,323,849 as compared to
$1,252,061 for the same period in 2001, or an increase of $1,071,788 as the
result of an increase in the company's Model fees and Commercial commissions.
The increase in Model fees and Commercial commissions is in direct relationship
to the increase in the number of the Models with us.

Gross profit for the year ended December 31, 2002 was $920,221 as compared to
$381,017 for the same period in 2001, or an increase of $539,104. This increase
in gross profit was attributable mainly to the increase in Model fee revenues
and expanded Commercial commissions.

Operating expenses for the period ending December 31, 2002 were $1,364,717 as
compared to $685,976 for the same period in 2001, or an increase of $678,741 The
increase in operating expenses were mainly attributable to: 1) an increase in
salaries and wages of $192,350 due to an increase in head count from 11 to 13;
2) rent of $56,925 due to a move to larger office space; 3) general and
administrative of $311,393; which was mainly due to an increase in bad debts of
$87,787, Consulting Fees of $98,755, accounting related expenses of $32,694,
travel and entertainment of $28,971, and other general and administrative
expenses of $7,530; 4) business development cost of $24,744; 5) non-recurring
expenses of $86,375 attributable to the closing of the reverse merger; 6) and
other miscellaneous items accounting for $22,980.

Interest expense was $122,426 for the year ended December 31, 2002 as compared
to $39,295 for the same period in 2001, or an increase of $83,138. The increase
in interest expense in 2002 was primarily an increase in the use of our secured
line of credit.

Other income of $31,920 increased $1,942 over the same period the prior , which
was primarily due to miscellaneous items.

Our net (loss) for the current year ended December 31, 2002 was $(535, 937) as
compared to a net loss of $(332,554) for the year ended December 31, 2001, which
is an increase of $203,383 or 61%. This increase in loss is mainly attributable
to the non-recurring merger expenses of $86,375, and increased consulting fees
of $98,755, and miscellaneous items $17,670.

Net change in cash used in operating activities in 2002 versus 2001 was $205.
This change in cash from operating activities was principally due to an increase
in loss of $203,383, an increase accounts receivable trade of $193,974, an
increase in advances to models $298,582, increase in advance to officers of
$28,040 offset by an increase in accounts payable of $374,809, increase in model
fees payable $185,158, increase of model reserves of $16, 325, increase in
accrued interest of $72,204, and other miscellaneous of $75, 278. We increased
our revenues significantly in 2002, which resulted in increased needs for more
models, which resulted in increases in advances to models and in accounts
receivable.

Net cash provided by (used in) investing activities was $15,743 and $950 for the
years ended December 31, 2002 and 2001, respectively, reflecting a change of
$14,793. This change is due to an increase in purchases of property and
equipment.

Net cash provided by financing activities was $807,914 and $301,136 for the
years ended December 31, 2002 and 2001, respectively, reflecting a change of
$506,778. This increase was principally due to proceeds from convertible notes
of $500,000, a net increase in borrowings of a secured line of credit of
$44,258, proceeds of notes payable $118,000, advances from shareholders of
$52,000, miscellaneous items of $31,520 offset by decrease in capital
contribution of $239,000.

Liquidity and Capital Resources
- -------------------------------

The Company's revenues in 2002 have not been sufficient to cover the cost of
revenues and operating expenses. The Company has relied on debt and equity
financing to meet its cash needs. For future requirements, 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 for a credit line.


<PAGE>

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

Inflation

We believe our operations and financial condition have suffered no adverse
material effect due to inflation.

ITEM 7 - Financial Statements

The report of independent auditors and financial statements are set forth in
this report beginning on Page F-1.


ITEM 8. Changes in and Disagreements with Accountants on Auditing and Financial
        Disclosures

On January 31, 2003, the Registrant changed its principal independent
accountants from Freeman & Davis LLP, 225 West 34th Street, Suite 320, New York,
NY 10122 to Pohl, McNabola, Berg & Co., LLP, 50 Francisco Street, Suite 120, San
Francisco, CA, 94133. Freeman & Davis LLP was dismissed and the decision to
change accountants was approved by the Board of Directors and audit committee.

The reports of Freeman & Davis LLP on the financial statements for the past two
years ended December 31, 2001 and 2000 and the current year through the third
quarter ended September 30, 2002, and through the date of dismissal of January
31, 2003, contained no adverse opinions or disclaimers or were qualified as to
audit review scope, or accounting principles, except that a going concern
uncertainty was included in such reports.

During the Registrant's past two years ended December 31, 2001 and 2000 and the
current year through the third quarter ended September 30, 2002, and through the
date of dismissal of January 31, 2002, there were no disagreements with Freeman
& Davis LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing review scope or procedures, which
disagreements, if not resolved to the satisfaction of the former accountant,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its report.

During the Registrant's two most recent fiscal years ended December 31, 2001 and
2000 and the current year through the third quarter ended September 30, 2002,
and through the date of dismissal of January 31, 2003, the Registrant did not
consult with Pohl, McNabola, Berg & Co., LLP regarding any of the matters or
events set forth in Item 304 (a)(2) of Regulations S-B.


<PAGE>




                                    Part III

Item 9. Directors, Executive Officers, Promoters And Control Persons: Compliance
        With Section 16(A) Of The Exchange Act

<TABLE>
<CAPTION>
Name                       Age              Position with Company                       Since
- ----                       ---              ---------------------                       -----
<S>                        <C>              <C>                                         <C>
Michael  Rudolph           52               Director and Chief Executive Officer        June 13, 2002

Steven Chamberlin          40               Director and Managing Partner of            January 29, 2003
                                            Warning Model Management, LLC.

Stanley Tepper             58               Chief Financial Officer                     January 29, 2003
</TABLE>



Michael Rudolph: Michael Rudolph was appointed Director and Chief Executive
Officer of Famous Fixins, Inc. on June 13, 2002. In 1995 Mr. Rudolph founded The
Edgehill Group, Inc., a financial advisory and consulting practice, which
specializes in business strategy development and merger/acquisition evaluation.
In addition, in 2001 Mr. Rudolph founded and is the Managing Member of Viking
Asset Management, LLC, an investment advisor registered under the California
Corporate Securities Laws. Mr. Rudolph was within Charles Schwab's Institutional
Trading Division from 1989 through 1995 where he was responsible for all
non-trading activities. Prior to this, Mr. Rudolph held senior management
positions at Bank of America, Wells Fargo Bank, and Crocker National Bank. Mr.
Rudolph has qualified for registration with the National Association of
Securities Dealers as an Investment Advisor. He received his BS degree in
Biochemistry from Purdue University and has an MBA from Washington University,
St. Louis.


Steven Chamberlin: Stephen Chamberlin was appointed Director of Famous Fixins on
January 29, 2003. Mr. Chamberlin founded and has been the Managing Partner of
Warning Model Management, LLC, ("WMM") since 1998. Mr. Chamberlin co-founded and
ran NY Models from 1996 through 1998 and prior to that he was involved in the
development and administration of LA Models. Mr. Chamberlin was involved as a
founder or senior manager in various modeling agencies since 1979. In 1984, Mr.
Chamberlin earned a Bachelor of Law from the University of New South Wales in
Sidney Australia.

Stanley Tepper: Stanley Tepper was appointed the Chief Financial Officer in
January 2003. At present, Mr. Tepper is also the Chief Financial Officer of
Family Room Entertainment Corporation since March 2000. Mr. Tepper was since
February, 1998 through March 2000, Controller of Operations for
Time/Warner/Village Roadshow Pictures joint venture. Prior thereto, Mr. Tepper
has had over 30 years of experience in senior management in accounting and
finance, principally within the entertainment industry including such entities
as Time/Warner/Orion Pictures joint venture, Satori Film, ALMI Distribution/RKO
Warner Theaters, and The Cannon Group, Inc. Mr. Tepper began his career with
Price Waterhouse, New York. He earned a BS degree from Southeastern University
of Washington, DC with a major in accounting and minor in computer methodology.

Each director holds office for a one-year term or until his successor has been
elected and qualified at the annual meeting of the Company's shareholders. The
members of the Board of Directors serve without remuneration for service on the
board. Corporate officers are appointed by the Board of Directors and serve at
the discretion of the Board.

The Company has no standing audit, nominating or compensation committee. During
the period from January 1, 2002 (end of last fiscal year of Famous Fixins, Inc.)
to December 31, 2002, there was no Board meeting of the merged entity that was
held.

Compliance with Section 16(a) of the Securities Exchange Act of 1934


<PAGE>

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of a
registered class of the Company's equity securities to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than 10% shareholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file.

     To the Company's knowledge, based solely on its review of the copies of
such reports furnished to the company and written representations that no other
reports were required during the fiscal year ended December 31, 2001, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.

January 1, 2002 to December 31, 2002 all filing requirements applicable to
Reporting Persons were complied with.

ITEM 10. Executive Compensation

The following table discloses the compensation paid to Famous Fixins, Inc.'s
executive officers during the period November 13, 2001 to December 31, 2002:

                           SUMMARY COMPENSATION TABLE

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                             LONG-TERM  COMPENSATION
                                                         ------------------------------
                                ANNUAL  COMPENSATION              AWARDS         PAYOUTS
                          ------------------------------  ---------------------  -------
NAME AND                                                 RESTRICTED SECURITIES
PRINCIPAL                                 OTHER ANNUAL     STOCK    UNDERLYING   LTIP    ALL OTHER
POSITION            YEAR  SALARY   BONUS COMPENSATION(1)  AWARD(S)  OPTIONS(#)  PAYOUTS COMPENSATION
-------------------- ----  ------   ----- --------------- ---------- ----------- ------- ------------
<S>                 <C>   <C>         <C>   <C>              <C>       <C>         <C>        <C>
Michael Rudolph     2002  $0          0     $15,000          0         0           0          0
  CEO

Steven Chamberlin   2002  $50,000     0       0              0         0           0          0
 Managing Member    2001  $25,750     0       0              0         0           0          0
  Warning Model     2000  $0          0       0              0         0           0          0
   Management, LLC

Stanley Tepper      2002  $0          0       0              0         0           0          0
</TABLE>


OPTIONS GRANTED IN LAST FISCAL YEAR

No options to purchase Common Stock of the Company have been granted to the
Company's executive officers.

FISCAL YEAR-END OPTION EXERCISES AND OPTION VALUES

No options to purchase Common Stock of the Company have been granted to the
Company's executive officers.

EMPLOYEE COMPENSATION

We do not yet have a compensation committee that approves or offers
recommendations on compensation for our employees.

ITEM 11. Security Ownership of Certain Beneficial Owners and Management


<PAGE>

The persons set forth on the chart below are known to Registrant to be
beneficial owners of more than five percent of the Registrants' outstanding
common stock as of December 31, 2002. Information concerning the number and
percentage of shares of voting stock of Registrant owned on record and
beneficially by management is set forth on the chart below:

The following table sets forth certain information known to the Company with
respect to the beneficial ownership of the Company's common stock as of March
10, 2003 by (i) each person who is known by the Company to own beneficially more
than 5% of the Company's common stock, (ii) each of the Company's directors and
executive officers, and (iii) all officers and directors of the Company as a
group. Except as otherwise listed below, the address of each person is c/o
Famous Fixins, Inc., 1325 Howard Ave. #422, Burlingame, California 94010.

Name and Address
of Beneficial Owner
Class                                  Number of Shares     Percent Owned (1)
--------------------                    ----------------     -----------------

Steve Chamberlin                        9,725,462           16.0%
Managing Member of Warning

George Furla                           12,156,827           20%
Member of Warning

Jeffrey Wong                            2,431,366            4%
Member of Warning

Peter Benz                              5,000,000            8.2%

Howard Schraub                          5,000,000
                                                             8.2%

Mercator Momentum Fund, L.P.            5,000,000            8.2%


-----------
(1)  Except as pursuant to applicable community property laws, the persons named
     in the table have sole voting and investment power with respect to all
     shares of common stock beneficially owned. The total number of issued and
     outstanding shares of 60,673,834 and the total number of shares owned by
     each person is calculated as of March 3, 2003.

ITEM 12. Certain Relationships and Related Transactions

Mr. Chamberlin has been advanced money for costs and expenses relating to model
expenses and travel of $28,040. The advances are due on demand and
non-interesting bearing.

ITEM 13. Exhibits and Reports on Form 8-K.

(a) Exhibits

Exhibit
Number            Description
-------            -----------
99.1              Sarbanes - Oxley Certification
99.2              Sarbanes - Oxley Certification

(b) Reports on Form 8-K:

Form 8-K filed under date of June 27, 2002 with respect to Item 5.
Form 8-K filed under date of January 7, 2003 with respect to Items 2 and 7.
Form 8-K filed under date of February 11, 2003 with respect to Items 4 and 7.


<PAGE>

Form 8-K/A amendment to Form 8-K filed April 3, 2003 with respect to Item 4.


ITEM 14. Controls and Procedures

CEO CERTIFICATION

I, Michael Rudolph, certify that:

     1. I have reviewed this annual report on Form 10KSB of Famous Fixins, Inc.,

     2. Based on my knowledge, this Annual Report does not contain any untrue
statement of a material factor 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 annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and

             c) presented in this annual 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
annual 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:  April 9, 2003

                                    /s/ Michael Rudolph
                                    --------------------------------------------
                                    Michael Rudolph
                                    Chief Executive Officer

<PAGE>

CFO CERTIFICATION

I, Stanley Tepper, certify that:

     1. I have reviewed this annual report on Form 10KSB of Famous Fixins, Inc.,

     2. Based on my knowledge, this Annual 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 annual
report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this Annual 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 annual 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 annual 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 annual report (the "Evaluation Date"); and

             c) presented in this annual 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
annual 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:  April 9, 2003

                                    /s/ Stanley Tepper
                                    --------------------------------------------
                                    Stanley Tepper
                                    Chief Financial Officer

<PAGE>


SIGNATURES

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

Famous Fixins, Inc.




/s/ Michael Rudolph
-------------------
Michael Rudolph, Chief Executive Officer,
(principal accounting officer) and Director

Dated: April 9, 2003

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities on the dates
indicated:



Signature                  Title                                Date
----------                  -----                                ----

/s/ Michael Rudolph        Director, Chief Executive Officer    April 9, 2003

/s/ Steve Chamberlin       Director                             April 9, 2003

/s/ Stanley Tepper         Chief Financial Officer              April 9, 2003


<PAGE>




                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001


<PAGE>



                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001






                                 C O N T E N T S




                                                                            Page


 Independent Auditors' Report..................................................1

 Consolidated Balance Sheets...............................................2 - 3

 Consolidated Statements of Operations.........................................4

 Consolidated Statements of Shareholders' Equity...............................5

 Consolidated Statements of Cash Flows.....................................6 - 7

 Notes to the Financial Statements........................................8 - 29



<PAGE>





                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders
Famous Fixins, Inc.

We have audited the accompanying  consolidated  balance sheets of Famous Fixins,
Inc., as of December 31, 2002 and 2001, and the related consolidated  statements
of operations,  changes in  shareholders'  equity,  and cash flows for the years
ended  December  31,  2002,  and  2001.  These  financial   statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Famous  Fixins,  Inc. as of
December 31, 2002 and 2001, and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles in the United States.



/s/ Pohl, McNabola, Berg & Company, LLP

Pohl, McNabola, Berg & Company, LLP
San Francisco, California
March 10, 2003



<PAGE>



                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2002 AND 2001



<TABLE>
<CAPTION>
                               ASSETS                       2002              2001
                                                         -----------       -----------
Current Assets
<S>                                                      <C>               <C>
   Cash and cash equivalents                             $   503,422       $     5,821
   Accounts receivable, net of reserve for doubtful
     of $63,422 and $0, respectively                         332,823           147,300
   Advances to models, net of reserve of
     $41,180 and $22,815, respectively                       419,233            67,528
   Advances to officer                                        28,040                --
   Prepaid expenses                                            2,734                --
                                                         -----------       -----------

     Total Current Assets                                  1,286,252           220,649
                                                         -----------       -----------

Property and Equipment
   Furniture and fixtures                                      8,168             5,329
   Computers and equipment                                    90,805            38,140
                                                         -----------       -----------

                                                              98,973            43,469

   Accumulated depreciation                                  (40,443)          (22,810)
                                                         -----------       -----------

     Total Property and Equipment                             58,530            20,659
                                                         -----------       -----------

       Total Assets                                      $ 1,344,782       $   241,308
                                                         ===========       ===========
</TABLE>



                                   (continued)


   The accompanying notes are an integral part of these financial statements.

                                      - 2 -


<PAGE>



                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                     CONSOLIDATED BALANCE SHEETS (CONTINUED)
                        AS OF DECEMBER 31, 2002 AND 2001



<TABLE>
<CAPTION>
                               LIABILITIES AND EQUITY                               2002              2001
                                                                                 -----------       -----------
Current Liabilities
<S>                                                                              <C>               <C>
    Accounts payable and accrued expenses                                        $   445,266       $    36,057
    Model fees payable                                                               319,946            67,394
    Model reserves                                                                    26,955             5,315
    Line of credit                                                                    51,036            48,916
    Notes payable                                                                    166,783                --
    Advances from shareholders                                                        52,000             3,323
    Accrued interest - convertible debentures                                         17,517                --
    Taxes payable                                                                      5,160             3,200
    Current portion - capital leases                                                  17,219             4,424
    Secured line of credit                                                           367,400           126,032
    Convertible debentures                                                         1,175,739                --
                                                                                 -----------       -----------

        Total Current Liabilities                                                  2,645,021           294,661
                                                                                 -----------       -----------

Long Term Liabilities
    Convertible debentures                                                           403,087                --
    Convertible notes payable to shareholders                                      2,390,105                --
    Capital leases                                                                    27,450             8,350
                                                                                 -----------       -----------

        Total Long Term Liabilities                                                2,820,642             8,350
                                                                                 -----------       -----------

Equity
    Common stock - 200,000,000 authorized, par value $0.001, 44,673,834 and
         24,313,655 issued and outstanding for 2002 and 2001, respectively            44,674            24,314
    Additional paid-in capital                                                        97,235           420,670

    Accumulated deficit                                                           (4,262,790)         (506,687)
                                                                                 -----------       -----------

        Total Equity                                                              (4,120,881)          (61,703)
                                                                                 -----------       -----------

         Total Liabilities and Equity
                                                                                 $ 1,344,782       $   241,308
                                                                                 ===========       ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                      - 3 -


<PAGE>



                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDING DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                       2002               2001
                                                   ------------       ------------
Revenues
<S>                                                <C>                <C>
     Revenues                                      $  2,323,849       $  1,252,061
     Costs of revenues                               (1,403,628)          (871,044)
                                                   ------------       ------------

                                                        920,221            381,017
                                                   ------------       ------------

Operating Expenses
     Salaries and wages                                 542,086            349,736
     Rent                                               154,938             98,013
     General and administrative                         472,481            161,088
     Business development                                91,204             66,460
     Non-recurring expenses                              86,375                 --
     Depreciation and amortization                       17,633             10,679
                                                   ------------       ------------

         Total Operating Expenses                     1,364,717            685,976
                                                   ------------       ------------

Other Income (Expense)
     Interest income                                        445                 --
     Other income                                        31,920             12,500
     Interest expense                                  (122,426)           (39,295)
                                                   ------------       ------------

         Total Other Income (Expense)                   (90,061)           (26,795)
                                                   ------------       ------------

             Net Loss Before Income Taxes              (534,557)          (331,754)

Provision for Income Taxes                               (1,380)              (800)
                                                   ------------       ------------

             Net Loss                              $   (535,937)      $   (332,554)
                                                   ============       ============


Net loss per share - basic                         $      (0.02)      $      (0.01)
                                                   ============       ============

Net loss per share - diluted                       $     (0.02)       $      (0.01)
                                                   ============       ============

Number of share used in calculation - basic          24,569,666         24,313,665
                                                   ============       ============
Number of share used in calculation - diluted        24,569,666         24,313,665
                                                   ============       ============
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                      - 4 -



<PAGE>



                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDING DECEMBER 31, 2002 AND 2001



<TABLE>
<CAPTION>
                                                          Common Stock                                 Additional
                                                  ----------------------------       Paid-In          Accumulated
                                                    Shares           Amount          Capital            Deficit           Total
                                                  --------------------------------------------------------------------------------
<S>                                               <C>             <C>              <C>               <C>               <C>
Balance, December 31, 2000                        24,313,655      $    24,314      $   174,670       $  (174,133)      $    24,851
                                                  --------------------------------------------------------------------------------

Additional capital contribution                           --               --          246,000                --           246,000

Net loss                                                  --               --               --          (332,554)         (332,554)
                                                  --------------------------------------------------------------------------------


Balance, December 31, 2001                        24,313,655      $    24,314      $   420,670       $  (506,687)      $   (61,703)
                                                  --------------------------------------------------------------------------------

Additional capital contribution                           --               --            7,000                --             7,000

Reverse merger
  Share issuance                                  20,360,179           20,360          (20,360)               --                --
  Net effect of assumption of FIXN assets and
 liabilities                                              --               --               --        (3,627,476)       (3,627,476)
  Reclassification of paid-in capital due to
 merger                                                   --               --         (407,310)          407,310                --

Note payable conversion option                            --               --           88,235                --            88,235

Warrants issuance                                         --               --            9,000                --             9,000

Net loss                                                  --               --               --          (535,937)         (535,937)
                                                  --------------------------------------------------------------------------------


Balance, December 31, 2002                        44,673,834      $    44,674      $    97,235       $(4,262,790)      $(4,120,881)
                                                  ================================================================================
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                      - 5 -



<PAGE>





                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDING DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                               2002              2001
                                                            -----------       -----------

Operating Activities:
<S>                                                         <C>               <C>
 Net Loss                                                   $  (535,937)      $  (332,554)
Adjustments to reconcile loss to net cash
provided by (used in) operating activities:
 Depreciation and amortization                                   17,633            10,679
 Bad debt expense                                                81,787            22,815
 Other                                                            1,074                --
 Bond discount amortization                                       2,141                --

Changes in operating assets and liabilities:
 Accounts receivable - trade                                   (248,945)          (54,971)
 Advances to models                                            (370,070)          (71,488)
 Prepaid expenses                                                (2,734)               --
 Advances to officer                                            (28,040)               --
 Bank overdraft                                                      --            (7,711)
 Accounts payable and accrued expenses                          409,858            35,049
 Model fees payable                                             252,552            67,394
 Model reserves                                                  21,640             5,315
 Taxes payable                                                    1,960               800
 Accrued interest on convertible debt and secured line          102,511            30,307
                                                            -----------       -----------

    Net cash used in operating activities                      (294,570)         (294,365)
                                                            -----------       -----------

Investing activities:
 Purchases of property and equipment                            (15,743)             (950)
                                                            -----------       -----------


    Net cash used in investing activities                       (15,743)             (950)
                                                            -----------       -----------

Financing activities:
 Capital contribution - cash                                      7,000           246,000
 Proceeds from convertible notes payables                       500,000                --
 Borrowings from secured line of credit                       1,914,900         1,035,200
 Payments on secured line of credit                          (1,774,917)         (939,475)
 Payments on capital lease obligation                            (7,866)           (4,004)
 Borrowings under bank line of credit                            11,111             3,916
 Payments under bank line of credit                              (8,991)           (4,712)
 Proceeds from notes payable                                    118,000                --
 Advances from shareholders                                      52,000                --
 Payments on advances from officer                               (3,323)          (35,789)
                                                            -----------       -----------

    Net cash provided by financing activities                   807,914           301,136
                                                            -----------       -----------
</TABLE>

                                   (continued)

   The accompanying notes are an integral part of these financial statements.

                                      - 6 -


<PAGE>



                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                 FOR THE YEARS ENDING DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>
                                                                      2002              2001
                                                                   -----------       -----------

<S>                                                                    <C>                 <C>
      Increase (Decrease) in cash and cash equivalents                 497,601             5,821

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

Cash and cash equivalents, end of period                           $   503,422       $     5,821
                                                                   ===========       ===========


Supplemental disclosures of cash flow information:
   Cash paid during the period for
      Interest                                                     $     9,401       $     8,988
                                                                   ===========       ===========
      Taxes                                                        $        --                --
                                                                   ===========       ===========

Supplemental schedule of non-cash financing activities
   Value of convertible benefit feature on convertible debt        $    88,235       $        --
                                                                   ===========       ===========
   Equipment purchased under capital leases                        $    39,761       $        --
                                                                   ===========       ===========

   Merger of Famous Fixins, Inc and Warning Model Management:
      Notes receivable                                             $    64,500       $        --
      Accrued liabilities                                              (81,380)               --
      Convertible debentures                                        (4,132,691)               --
      Unamortized bond discount                                        522,095                --
                                                                   -----------       -----------
         Total reclassification of equity                          $(3,627,476)      $        --
                                                                   ===========       ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                      - 7 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

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 has 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.

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

Effective  December 27, 2002, the Company acquired FIXN (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.

                                      - 8 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


1.   Summary of Significant Accounting Policies (continued)

B.   Basis of Presentation and Organization (continued)

These  consolidated  financial  statements  represent the financial  activity of
Warning Model Management, LLC and its subsidiaries. The financial statements for
the years ended December 31, 2002 and 2001 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.


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 WAMM and FIXN  subsequent  to the
merger date.  FIXN's operating  activity,  which is limited to the resolution of
its existing convertible debentures, is included as discontinued operations.


Discontinued Operations

Famous  Fixins,  Inc.'s  current  operating  activities  consist  solely  of the
resolution of amounts  remaining  payable to the prior holders of Famous Fixins,
Inc.  convertible  debentures.  These payables are included as liabilities  from
discontinued operations.


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.

                                      - 9 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



1.   Summary of Significant Accounting Policies (continued)

C.   Cash and Cash Equivalents (continued)

Concentration of cash

The Company at times maintains cash balances in excess of the federally  insured
limit of $100,000 per institution.  There were uninsured  balances  $503,000 and
none as of December 31, 2002 and 2001, respectively.


D.   Property and Equipment

Property and equipment

Property and equipment are recorded at cost less  accumulated  depreciation  and
amortization.  Maintenance  and minor  replacements  are  charged  to expense as
incurred.  Renewals and improvements  that extend the useful lives of the assets
are  capitalized  and added to the property and  equipment.  Gains and losses on
disposals are included in the results of operations.

Depreciation and amortization are provided using the  straight-line  method over
estimated useful lives of the respective assets as follows:

         Office furniture and fixtures                              5-7 years
         Computer and office equipment and software                   3 years
         Leasehold improvements                                       4 years

Amortization  of  leasehold  improvements  is computed  using the  straight-line
method over the lesser of the asset life or the life of the respective lease.

The cost and related  accumulated  depreciation  of all property  and  equipment
retired or otherwise disposed of are removed from the accounts. Any gain or loss
is recognized in the current period.  Various  accelerated  methods are used for
tax purposes.


Assets Held under Capital Leases

Assets held under  capital  leases are  recorded at the lower of the net present
value of the minimum lease payments or the fair value of the leased asset at the
inception of the lease. Amortization expense is computed using the straight-line
method  over the  shorter  of the  estimated  useful  lives of the assets or the
period of the related lease.

                                     - 10 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


1.   Summary of Significant Accounting Policies (continued)

E.   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 2001
and 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.  FIXN is subject to New York State and City  franchise
taxes.


F.   Revenue Recognition

The Company's revenues are derived from two sources.

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

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


G.   Advertising Costs

All  advertising  costs are expensed as incurred.  Advertising  expense  totaled
$3,096 for the year ended December 31, 2001.  There was no  advertising  expense
for the year ended December 31, 2002.

                                     - 11 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


1.   Summary of Significant Accounting Policies (continued)

H.   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.


I.   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.


J.   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 for preparing  model  portfolios  and
travel costs.

                                     - 12 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


1.   Summary of Significant Accounting Policies (continued)

K.   Fair Value of Financial Instruments

The carrying value of certain of the financial  instruments,  including accounts
receivable,  other current assets,  accounts payable,  notes payable and accrued
expenses  approximate  fair  value  due to  their  short  maturities.  Based  on
borrowing rates currently available to the Company for loans with similar terms,
the carrying value of notes payable approximates fair value.

The  value  attributable  to a  beneficial  conversion  feature  and/or to stock
purchase  warrants  issued in  conjunction  with  convertible  notes  payable is
amortized to interest expense over the term of the notes.


L.   Recent Accounting Pronouncements

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
"Accounting  for  Impairment  or Disposal of  Long-Lived  Assets."  SFAS No. 144
addresses  financial  accounting and reporting for the impairment or disposal of
long-lived  assets.  This statement also extends the reporting  requirements  to
report  separately,  as  discontinued  operations,  components of an entity that
either have been  disposed of or are  classified as  held-for-sale.  The Company
adopted the  provisions of SFAS No. 144 effective  July 1, 2002. The adoption of
this statement did not have any impact on the Company's  financial  condition or
results from operations.

In April 2002, the FASB issued Statement of Financial  Accounting  Standards No.
145 ("SFAS 145"), "Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of
FASB  Statement  No. 13, and Technical  Corrections."  SFAS 145  eliminates  the
requirement that gains and losses from the  extinguishment of debt be aggregated
and, if material, classified as an extraordinary item, net of the related income
tax effect.  SFAS 145 was adopted by the Company in the first  quarter of fiscal
2002. The adoption of SFAS 145 is not expected to have a material  impact on the
Company's results of operations or financial position.

In June 2002,  the FASB issued SFAS No.  146,  "Accounting  for Exit or Disposal
Activities."   SFAS  No.  146  addresses   significant   issues   regarding  the
recognition,  measurement,  and reporting of costs that are associated with exit
and disposal activities,  including restructuring  activities that are currently
accounted for under EITF No. 94-3,  Liability  Recognition for Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (including  Certain
Costs  Incurred  in a  Restructuring).  The scope of SFAS No. 146 also  includes
costs  related  to  terminating  a  contract  that is not a  capital  lease  and
termination  benefits that employees who are  involuntarily  terminated  receive
under the terms of a one-time benefit arrangement that is not an ongoing benefit
arrangement or an individual  deferred-compensation  contract. SFAS No. 146 will
be effective for exit or disposal activities that

                                     - 13 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


1.   Summary of Significant Accounting Policies (continued)

L.   Recent Accounting Pronouncements (continued)

are initiated after December 31, 2002 and early  application is encouraged.  The
provisions  of EITF  No.  94-3  shall  continue  to apply  for an exit  activity
initiated under an exit plan that met the criteria of EITF No. 94-3 prior to the
adoption of SFAS No. 146.  The Company  will adopt FSAS 146 for exit or disposal
activities that are initiated after December 31, 2002. The effect on adoption of
SFAS No. 146 will change on a prospective basis the timing of when restructuring
charges are recorded  from a commitment  date  approach to when the liability is
incurred.


M.   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.

Advances  to models  have been  reviewed  by  management,  and the  Company  has
recorded an allowance  for doubtful  collections  of $41,180 and $22,815 in 2002
and 2001, respectively.


N.   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.


O.   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.


                                     - 14 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001




1.   Summary of Significant Accounting Policies (continued)

P.   Adoption of SFAS-133:  Accounting  for Derivative  Instruments  and Hedging
     Activities

The Company has adopted Financial  Accounting  Standards Board Statement No. 133
"Accounting for Derivative  Instruments and Hedging Activities",  which requires
that all derivative  instruments be recorded on the balance sheet at fair value.
The Company is currently not engaged in hedging  activities nor does it have any
derivative instruments, thus there is no impact on the current periods financial
statements


R.   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 years ended December 31, 2002 and 2001, comprehensive
income (loss) is equivalent to the Company's reported net income (loss).


S.   Long-Lived assets

The Company accounts for the impairment and disposition of long-lived  assets in
accordance  with SFAS No. 121,  "Accounting  for the  impairment  of  long-lived
Assets and  Long-Lived  Assets to Be Disposed Of". In  accordance  with SFAS No.
121,  long-lived  assets  to be held are  reviewed  for  events  or  changes  in
circumstances,  which indicate that their carrying value may not be recoverable.
During the years  ended  December  31,  2002 and 2001,  no  impairment  has been
recorded.


T.   Reclassifications

Certain  reclassifications  have been made to the 2001  financial  statements to
conform to the 2002 presentation.


U.   Stock-Based Compensation - Warrants

FIXN accounts for  stock-based  compensation  using the fair-value  based method
prescribed  in  Statement  of  Financial  Accounting  Standards  (SFAS) No. 123,
"Accounting  for  Stock-Based  Compensation".  Compensation  cost for all  stock
warrants  issued by FIXN is (a)  measured  at the grant  date  based on the fair
value of the warrants and (b) recognized over the service period. See Note 10.


                                     - 15 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001



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.

Significant  components  of the provision for taxes based on income for the year
ended December 31, 2002 and 2001 are as follows:

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

     Current
          Federal                  $    --       $    --
          State                     (1,380)         (800)
                                   -------       -------
                                   $(1,380)      $  (800)
                                   -------       -------
     Deferred
          Federal                       --            --
          State                         --            --
                                   -------       -------
          Total                    $(1,380)      $  (800)
                                   =======       =======

Significant components of the Company's deferred tax assets and liabilities for
income taxes consist of the following:

<TABLE>
<CAPTION>
                                                               Federal          State           Local
                                                              ---------       ---------       ---------
     Deferred tax asset
<S>                                                           <C>             <C>             <C>
           Net operating loss carryforwards                   $ 404,448       $ 104,011       $  17,324
           Bad debts                                             36,611           9,414           1,569
                                                              ---------       ---------       ---------

     Total deferred tax asset                                 $ 441,059       $ 113,425          18,893
                                                              ---------       ---------       ---------
           Less valuation allowance                           $(441,059)      $(113,425)      $ (18,893)
                                                              ---------       ---------       ---------
           Net deferred tax asset                             $      --       $      --       $      --
                                                              =========       =========       =========
</TABLE>


                                     - 16 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


2.   Income Taxes (continued)

At both December 31, 2002 and 2001, 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 at December 31, 2001, the Company has provided a valuation
allowance  to  reduce  its net  deferred  tax asset to zero.  The  amount of the
deferred tax asset considered  realizable,  however,  can be revised in the near
term based upon future operating conditions during the carryforward period.

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

A  reconciliation  of the  provision  for income tax expense  with the  expected
income tax computed by applying the federal  statutory income tax rate to income
before provision for (benefit from) income taxes for the year ended December 31,
2002, is as follows:

                                                2002
                                               -------

     Income tax provision (benefit) computed
     at federal statutory rate                  (35.00%)

     State and local                             (9.84%)

     Other                                       (8.74%)

     Valuation allowance                         53.60%
                                               -------

     Effective tax rate                           0.02%
                                               =======

In 2001, WAMM operated as a California limited liability  company.  Accordingly,
it was not  subject  to  federal  and  state  income  taxes.  WAMM  paid an $800
franchise tax fee in California.

In 2002, the Company incurred  minimum  franchise taxes of $300 and $280 for New
York State and City, respectively.

                                     - 17 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


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
$2,129,025 and $1,035,200 in 2002 and 2001,  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  December  31, 2002 and 2001,  are account  balances  totaling  $352,458  and
$147,300 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 December  31, 2002 and 2001,  $51,036 and $48,916 were  borrowed  against the
line of credit.  The line of credit is renewable annually by mutual agreement of
the parties.



5.   Equity - Capital Contributions

The original owners of WAMM made capital  contributions to the Company of $7,000
and $246,000 in 2002 and 2001, respectively.



6.   Related Party Transactions

Mr. Steve Chamberlin

Mr. Steve Chamberlin, President and managing member of the Company, has advanced
monies to the Company.  The Company repaid to Mr.  Chamberlin $3,323 and $35,789
in 2002 and 2001, respectively, for these advances.

During 2002, the Company advanced to Mr. Chamberlin $28,040.  These advances are
due on demand and are non-interest-bearing.

                                     - 18 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

6.   Related Party Transactions (continued)

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.



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

Beginning at its  inception,  the  Company's  principal  executive  offices were
located in a 2,500 square foot  facility at 9009 Beverly  Boulevard,  Suite 103,
West Hollywood, CA 90040. The Company renewed the lease in February 2001 under a
24-month  agreement.   All  operations  including   development,   control,  and
maintenance  were performed at this facility.  The aggregate rental rate for the
entire  facility for the  four-month  period ending April 30, 2001, was $22,800.
The Company obtained a lease severance effective May 17, 2001.

On May 17, 2001, 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 rate for the entire facility for the eight months
ending December 31, 2001, and the year ending December 31, 2002 were $71,667 and
$100,895, 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.

                                     - 19 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

7.   Commitments and Contingencies (continued)

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.

The aggregate future rental rates through December 31, 2006, are as follows:

     Year Ending December 31,
     2003                          136,110
     2004                          138,747
     2005                           55,996
     2006                            1,465
                          ------------------

                          $        332,318
                          ==================


C.   Capital Leases

The Company  maintains  capital leases for some of its office  equipment and for
accounting  software  designed  specifically  for the  Company's  industry.  The
following is a schedule by year of the approximate future minimum lease payments
required under these leases:

2003                                                         $     20,916
2004                                                               12,101
2005                                                               12,101
2006                                                                7,059
                                                             ------------
         Future Minimum lease payments                       $     52,177

         Less amount representing interest                        (7,508)
                                                             ------------

Present value of minimum lease payments                            44,669

Less current portion                                             (17,219)
                                                             ------------

Long-term capital lease obligation                           $     27,450
                                                             ============

The leased  property  under capital leases as of December 31, 2002 has a cost of
$60,537,  accumulated  amortization  of $19,707 and a net book value of $40,830.
Amortization  of the leased  property is included  in  depreciation  expense and
amounts to $11,698  and $5,899 for the years ended  December  31, 2002 and 2001,
respectively.

                                     - 20 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

7.   Commitments and Contingencies (continued)

D.   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 December 31, 2002,  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.

The following  table presents the allocation the assets acquired and liabilities
assumed as:

<TABLE>
<CAPTION>
<S>                                                                         <C>
     Accounts receivable                                                    $    64,500
                                                                            -----------
           Total assets                                                     $    64,500
                                                                            -----------

     Convertible debt and long-term debt due within one year                $(1,232,691)
     Other current liabilities                                                  (81,380)
     Convertible notes payable - shareholders                                (2,900,000)
     Unamortized bond discount                                                  522,095
                                                                            -----------
           Total liabilities assumed                                         (3,691,976)
                                                                            -----------
              Total adjustment to equity                                    $(3,627,476)
                                                                            ===========
</TABLE>

                                     - 21 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


8.   Merger of Famous Fixins and Warning Model Management, LLC (continued)

The following (unaudited) pro forma consolidated results of operations have been
prepared as if the merger with FIXN, Inc. had occurred at January 1, 2001:

<TABLE>
<CAPTION>
                                               December 31, 2002    December 31, 2001
                                               -----------------    -----------------
<S>                                             <C>                  <C>
     Sales                                      $    2,323,849       $    1,252,061
     Operating expenses                             (1,133,292)            (675,297)
     Discontinued operations - loss                   (248,922)          (1,100,630)
     Net loss                                       (5,118,194)          (1,433,184)

     Discontinued loss per share - basic        $       (0.010)      $       (0.045)
     Discontinued loss per share - diluted      $       (0.010)      $       (0.045)

     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 December 31, 2002, consist of the following:

<TABLE>
<CAPTION>
                                                                 2002             2001
                                                               --------      --------------
<S>                                                            <C>           <C>
     10% note payable - private party. Interest payable        $ 48,783      $           --
     or accruing monthly, due on demand

     Note payable - private party, $6,000 fixed interest,
     due January 2003, unsecured                                 30,000                  --

     Non-interest-bearing note payable - private party,
     due December 2002, unsecured                                88,000                  --
                                                               --------      --------------

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


In September 2002, the Company  borrowed  $88,000 from a private party. The loan
was paid in January 2003.

                                     - 22 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

9.   Notes Payable (continued)

In October 2002, the Company  borrowed  $30,000 from a private party.  The loan,
including the premium, was paid in January 2003.


10% Demand Notes Payable
- ------------------------

In January 2002, FIXN issued promissory notes of $27,500 with interest at a rate
of 10% per year. Beginning June 15, 2002, these notes become payable on demand.

In May 2002,  FIXN  borrowed an aggregate of $21,283 from two lenders and issued
notes  payable at an interest  rate of 10% per annum.  Beginning  June 15, 2002,
these notes become payable on demand. The lenders include a party related to the
holders of its 4% convertible debentures and another unrelated party.


10.  Convertible Debentures & Promissory Notes

4% Convertible Debentures Payable

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

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

                                     - 23 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


10.  Convertible Debentures & Promissory Notes (continued)

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.  Interest on the  indebtedness  is
accrued through December 31, 2002.

The  financial  statements  as of  December  31,  2002,  reflect  the  remaining
principal amount of the 4% debentures,  less the unamortized bond discount.  The
net  carrying  value is  $1,141,773.  Interest  on the  indebtedness  is accrued
through December 31, 2002.


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
December 31, 2002 and 2001:

<TABLE>
<CAPTION>
                                                          2002              2001
                                                        --------       -------------
<S>                                                     <C>            <C>
     Outstanding principal amount of 5% debentures      $ 33,975       $          --
     Less unamortized discount for warrants issued            (9)                 --
                                                        --------       -------------

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

                                     - 24 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

10.  Convertible Debentures & Promissory Notes (continued)

10% Convertible Debentures Payable

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

Based upon a debenture conversion price being 85% of the average of the five (5)
lowest closing bid prices of the Common Stock during the twenty-two (22) Trading
Days preceding the applicable Conversion Date. The beneficial conversion feature
of these  debentures  issued was  $88,235,  and the amount was  credited  in the
accounts  as  additional  paid  in  capital.  The  amount  attributable  to  the
beneficial  conversion  feature  is  amortized  over the term of the loan and is
included as a component of interest expense. In conjunction with the issuance of
the convertible  debentures,  the Company issued Common Stock Purchase  Warrants
(collectively  the Note Warrants) to purchase  1,000,000 shares of the Company's
common  stock,  par value  $00.01 per share (the Common  Stock),  at an exercise
price of $0.01 per share, and are immediately exercisable.  Total funds received
of $500,000  were  allocated  $9,000 to the Note  Warrants  and  $491,000 to the
Notes.  The total value  allocated  to the Note  Warrants is being  amortized to
interest  expense  over  the  term of the  Notes.  At  December  31,  2002,  the
unamortized  discount  on the Notes is  approximately  $96,913.  Interest on the
indebtedness is accrued through December 31, 2002.

The  financial  statements  as of  December  31,  2002,  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 $403,087.  Interest on the  indebtedness  is accrued  through
December 31, 2002.


Convertible Notes Payable Due to Members of Warning Model Management, LLC

The merger of Warning Model  Management,  LLC, and FIXN resulted in FIXN issuing
to the 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.

                                     - 25 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


10.  Convertible Debentures & Promissory Notes (continued)

Convertible  Notes  Payable  Due to  Members of Warning  Model  Management,  LLC
(continued)

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.  Interest on the indebtedness is accrued through December 31,
2002.

The  financial  statements  as of  December  31,  2002,  reflect  the  remaining
principal amount of the 4% debentures to shareholders, less the unamortized bond
discount. The net carrying value is $2,390,105.  Interest on the indebtedness is
accrued through December 31, 2002.



11.  Equity Drawdown Facility

On October 31, 2000, FIXN entered into a type of equity line of credit agreement
for the  future  sale of shares of its  common  stock  and  warrants.  Under the
agreement,  which is subject to various conditions, an investor has committed to
provide up to $5  million,  at FIXN's  request,  over a 24-month  period,  to be
applied  to the  purchase  price of FIXN's  common  stock.  FIXN may  request at
specified  intervals,  $100,000 minimum equity drawdowns,  with maximum drawdown
amounts  at each  request  based on 4.5% of (i) the  weighted  average  price of
FIXN's common stock for a prescribed  period prior to the request  multiplied by
(ii) the total trading  volume  during such period.  As at December 31, 2002 and
2001 the minimum drawdown requirement has not been met. Drawdowns may be further
limited due to a provision  in the  agreement  that  prevents  FIXN from issuing
shares to the extent that the investor would  beneficially own more than 9.9% of
FIXN's then outstanding common stock.  Under the agreement,  FIXN is required to
file a Registration Statement with the Securities and Exchange Commission before
the investor is obligated  to accept a drawdown  request by FIXN.  Consequently,
until such Registration Statement is effective,  FIXN will not receive any funds
under the agreement.

                                     - 26 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

11.  Equity Drawdown Facility (continued)

The per share  amount to be received by FIXN for the sale of its common stock on
each equity drawdown shall be reduced by a 17.5% discount on the market price of
the shares (as defined in the agreement).  Escrow agent fees and a 10% placement
fee will also reduce the proceeds of sale. At the October 31, 2000 closing, FIXN
issued a stock purchase  warrant for up to 500,000 shares of common stock to the
investor at an  exercise  price of $.0636 per share,  such  warrant to expire on
October 31, 2003. The value of the 500,000 stock warrant ($35,730) is charged to
interest expense in 2000. FIXN has also agreed to issue additional  warrants for
shares equal to 50% of the shares  purchased  by the investor on each  drawdown.
There are various other  conditions to the  agreement,  including the investor's
right to terminate the agreement under specified  events.  At the closing,  FIXN
paid $10,000 for the investor's legal and other expenses.

See Note 10 in connection  with an election by the holders of the 4% Convertible
Debentures to apply a portion of the proceeds of the equity  drawdowns to redeem
their debentures.

FIXN did not utilize this equity drawdown  facility as of December 27, 2002. The
Company did not utilize this facility as of December 31, 2002. Subsequent to the
merger, the Company has elected to pursue a different financing vehicle.

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



12.  Outstanding Warrants to Purchase Common Stock

FIXN has issued  warrants  to  purchase  shares of its  common  stock to certain
officers,  employees and  non-employees.  The  objectives of the issuance of the
warrants  include  attracting  and  retaining  the best  talent,  providing  for
additional performance incentives and promoting the success of FIXN by providing
the opportunity to employees and non-employees to acquire common stock. FIXN has
also issued  warrants to certain  investors in  connection  with the issuance of
debentures and the sale of common stock.  Outstanding warrants have been granted
at exercise  prices ranging from $.001 to $2.25 and expire as much as five years
from the date of grant. On December 27, 2002, date of merger,  FIXN had warrants
outstanding to purchase 8,867,480 common shares.

                                     - 27 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001


12.      Outstanding Warrants to Purchase Common Stock (continued)

The status of FIXN's warrants is summarized below as of December 31, 2001:

<TABLE>
<CAPTION>
                                                   Number of       Weighted Range of       Average Exercise
                                                   Warrants         Exercise Prices              Price
                                                  ------------    ---------------------    ------------------
<S>                                                 <C>           <C>                      <C>
Outstanding at December 27, 2002                    8,867,480     $       0.001 - 1.00     $            0.48
       Granted in 2002                              1,000,000                     0.01                  0.01
       Cancelled in 2002                                    -                   -                       -
                                                  ------------    ---------------------    ------------------

Outstanding at December 31, 2002                    9,867,480             0.001 - 1.00                  0.43
                                                  ============    =====================    ==================

Weighted average remaining contractual terms                                                      1.85 years
                                                                                           ------------------

Number of warrants exercisable at December 31, 2002                                                9,867,480
                                                                                           ------------------
Weighted average exercise price of warrants                                                             0.43
                                                                                           ------------------
</TABLE>


As stated in Note 1, FIXN accounts for stock-based  compensation  using the fair
value  method   prescribed  in  SFAS  No.  123   "Accounting   for   Stock-Based
Compensation", under which compensation cost for all stock warrants issued (both
vested and  non-vested) is measured at the grant date based on the fair value of
the  warrants.  Such cost is  recognized  over the service  period (the contract
period). All costs were recognized by FIXN prior to December 27, 2002.

The fair value of each warrant  issued was  estimated on the date of grant using
the Black-Scholes option-pricing model.

The Black-Scholes option valuation model was developed for use in estimating the
fair value of traded  options and warrants,  which have no vesting  restrictions
and are fully  transferable.  In addition,  option  valuation models require the
input of highly  subjective  assumptions  including  the  expected  stock  price
volatility.  Because the Company's warrants have  characteristics  significantly
different from those of traded options and warrants,  and because changes in the
subjective input assumptions can materially  affect the fair value estimate,  in
management's  opinion, the existing models do not necessarily provide a reliable
single measure of the fair value of its stock options.

Warrants are granted at prices equal to the current fair value of the  Company's
common stock at the date of grant.  The vesting period is usually related to the
term of the underlying convertible debenture.

The fair value of these  options  was  estimated  at the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions:  2002--dividend yield of 0%; expected volatility of 200%; risk-free
interest  rate of 5.84%,  and  expected  life of 3 years.  The fair value of the
options granted in 2002 was $0.009 per share.

                                     - 28 -

<PAGE>

                               Famous Fixins, Inc.
                  (SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
                          NOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2002 AND 2001

13.  Subsequent Events

In  January  2003,  the  Company  received  aggregate  proceeds  of  $50,000  in
connection  with the issuance of a 10% $50,000  convertible  debentures,  due in
2004.  The lender,  an unrelated  party,  is a current  holder of a note payable
issued by the Company.

In March 2003, the Company obtained short-term debt financing of $48,000,  which
is due in 90 days. The lender is a holder of its 10% convertible  debentures due
June 2003, and an unrelated party.

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

In February 2003, the holder of 10% convertible  debentures converted $25,500 of
principal into 5,000,000 shares of the Company's common stock.


                                     - 29 -

<PAGE>