U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                               FORM 10-Q


            QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


             For the quarterly period ended September 30, 1999


                       Commission File Number:  001-15241


                         Famous Internet Mall, Inc.
        --------------------------------------------------------
    (Exact name of small business issuer as specified in its charter)


         Nevada                                  33-0786959
---------------------------                ----------------------
(State of other jurisdiction of       (IRS Employer Identification No.)
 incorporation or organization)


         11974 Avenida Consentido, San Diego, California   92128
       --------------------------------------------------------------
         (Address of principal executive offices including zip code)


                              (619) 675-4449
                        --------------------------
                        (Issuer's telephone number)




Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                            Yes X             No___

As of September 30, 1999, the Registrant had 5,000,000 shares of
common stock, no par value per share, outstanding.

Transitional Small Business Disclosure Format (check one): Yes__  No X



<PAGE>


                           FAMOUS INTERNET MALL, INC.
                           --------------------------
                          (Formerly Mall of Fame, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)

                          Index to Financial Statements






Balance sheets, September 30, 1999 and
   December 31, 1998..............................................   F-1

Statements of operations, for the nine months
   ended September 30, 1999,
   February 5, 1998 (inception) through December 31, 1998 and
   February 5, 1998 (inception) through September 30, 1999.........   F-2

Statement of shareholders' equity, from February 5, 1998(inception)
   through September 30, 1999. ....................................   F-3

Statements of cash flows, for the nine months ended September 30,
1999, February 5, 1998 (inception) through December 31, 1998 and
   February 5, 1998 (inception) through September 30, 1999.........   F-4

Summary of significant accounting policies.........................   F-7

Notes to financial statements......................................   F-9



















                                      F-1


<PAGE>


                           FAMOUS INTERNET MALL, INC.
                          (Formerly Mall of Fame, Inc.)
                           --------------------------
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS

                                         September 30, December 31,
                                              1999       1998
                                              ----       ----

                                  ASSETS

CASH ..................................   $  1,621    $3,546
DUE FROM OFFICER (Note B) .............        918       918
OTHER RECEIVABLES .....................        405       395
FURNITURE AND EQUIPMENT, less accumulated
   depreciation of $10,346 and $6,375,
   respectively (Note D)                    14,936    18,907
                                          --------    ------


                                          $ 17,880   $ 23,766
                                          ========   ========


                 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES

  Accounts payable ....................   $   --      $  630
   Accrued payroll taxes ..............      3,336     1,836
                                          --------    --------
                      TOTAL LIABILITIES      3,336     2,466
                                          --------    --------

COMMITMENTS (Note H)..................         --        --


SHAREHOLDERS' EQUITY (Note F)
   Common stock, $.001 par value; 50,000,000
   shares authorized; 5,000,000 shares issued
   and outstanding                           5,000     5,000
   Additional paid-in capital .........     96,000    96,000
   Deficit accumulated during
   development stage.                      (86,456)  (79,700)
                                          --------   --------

             TOTAL SHAREHOLDERS' EQUITY     14,544    21,300
                                          --------   --------
                                          $ 17,880   $23,766
                                          ========  ========


         See accompanying summary of significant accounting policies and
                       notes to the financial statements.

                                       F-2

<PAGE>
                              FAMOUS INTERNET MALL, INC.
                              --------------------------
                            (Formerly Mall of Fame, Inc.)
                            (A DEVELOPMENT STAGE COMPANY)

                                STATEMENTS OF OPERATIONS

                                               February 5,    February 5,
                                                  1998          1998
                                Nine Months     (Inception)   (Inception)
                                  Ended          Through        Through
                               September 30,    December 31, September 30,
                                   1999            1998          1999
                                   ----            ----          ----
OPERATING EXPENSES

Salaries and payroll taxes .   $      --      $    12,918    $  12,918
 Internet and web site development,
   related party (Note B) ....        --            6,500        6,500
    Internet and web site
    development ...........           --           20,000       20,000
    Consulting .............          --           20,000       20,000
    Legal and accounting ....       2,500          2,500         5,000
    Stock transfer fees .....         --           2,000         2,000
    Depreciation and
      amortization ...........      3,971          6,409        10,380
    Other .................           285          3,264         3,549
                              -----------    -----------    -----------
             OPERATING LOSS        (6,756)       (73,591)      (80,347)

NON-OPERATING INCOME (EXPENSES)
    Investment income .....          --               49            49
    Loss on sale of marketable
    securities (Note C) ...          --           (6,158)      (6,158)
                              -----------    -----------    -----------
NET LOSS BEFORE INCOME TAXES       (6,756)       (79,700)     (86,456)

INCOME TAXES (Note E) .........      --             --            --
                              -----------    -----------    -----------
                   NET LOSS   $    (6,756)   $   (79,700)   $(86,456)
                              ===========    ===========    ===========
Basic loss per common
   share ...........          $         *    $      (002)   $   (002)
                               ===========    ===========   ===========
Basic weighted average
   common shares outstanding .  5,000,000      4,818,182    4,882,353
                              ===========    ===========   ===========
Diluted loss per
   common share ...........   $         *    $      (002)   $    (002)
                              ===========    ===========   ===========
Diluted weighted average
   common shares outstanding .  5,000,000      4,818,182    4,882,353
                              ===========    ===========   ===========

 *  Less than $.01 per share


         See accompanying summary of significant accounting policies and
                        notes to the financial statements.

                                                F-3

<PAGE>
                           FAMOUS INTERNET MALL, INC.
                           --------------------------
                         (Formerly Mall of Fame, Inc.)
                         (A DEVELOPMENT STAGE COMPANY)

                       STATEMENT OF SHAREHOLDER'S EQUITY

            February 5, 1998 (inception) through September 30, 1999


                                                   Accumulated
                                                   Deficit
                                      Additional   During the     Total
                  Common Stock         Paid-In     Development  Shareholders'
                  Shares    Par Value  Capital     Stage          Equity
                  ------    ---------  -------     -----

Balance, February 5, 1998
(inception) ..      --     $    --     $    --     $    --      $    --

February 6, 1998, sale of common
stock to officers ($.001/share)
(Note F)
              3,000,000       3,000         --          --         3,000

March 15, 1998, sale of common stock, pursuant
   to confidential offering memorandum, net of
   $2,000 in offering costs ($.001/share) (Note F)

              2,000,000       2,000      96,000        --         98,000

Net loss for the period ended December 31, 1998

                   --          --          --       (79,700)     (79,700)
              ---------   ---------   ---------   ---------    ---------

BALANCE, DECEMBER 31, 1998
              5,000,000       5,000      96,000     (79,700)      21,300

Net loss for the nine months ended September 30, 1999
                   --          --          --        (6,756)     (6,756)
              ---------   ---------   ---------   ---------    ---------

BALANCE, September 30, 1999
             5,000,000   $   5,000   $  96,000   $ (86,456)     $14,544
             =========   =========   =========   =========     =========

         See accompanying summary of significant accounting policies and
                           notes to the financial statements.



                                           F-4
<PAGE>

                                        FAMOUS INTERNET MALL, INC.
                                        --------------------------
                                      (Formerly Mall of Fame, Inc.)
                                      (A DEVELOPMENT STAGE COMPANY)

                                         STATEMENTS OF CASH FLOWS

                                                     February 5,  February 5,
                                                        1998         1998
                                       Nine Months   (Inception)  (Inception)
                                          Ended        Through      Through
                                       September 30,  December 31, Sept. 30,
                                            1999         1998         1999
                                            ----         ----         ----
OPERATING ACTIVITIES

    Net loss .......................   $  (6,756)   $ (79,700)   $ (86,456)

    Transactions not requiring cash:
      Depreciation .................       3,971        6,375       10,346
      Loss on sale of marketable
      securities (Note C) ..                --          6,158        6,158

    Changes in current assets and
    current liabilities:
      Due from officer and other
      receivables ..............            (10)      (1,313)      (1,323)
      Accounts payable and
      accrued expenses .........            870        2,466        3,336
                                      ---------    ---------      ---------

               NET CASH (USED IN)
               OPERATING ACTIVITIES      (1,925)     (66,014)     (67,939)
                                      ---------    ---------      ---------

INVESTING ACTIVITIES
    Purchase of equipment .........        --        (25,282)    (25,282)
    Purchases of marketable
    securities (Note C) ...........        --        (14,797)    (14,797)
    Proceeds from sale of
    marketable securities (Note C) .       --          8,639       8,639
                                      ---------    ---------    ---------

               NET CASH (USED IN)
               INVESTING ACTIVITIES        --        (31,440)    (31,440)
                                      ---------    ---------    ---------

FINANCING ACTIVITIES
   Proceeds from issuance of
   common stock ...................        --        103,000    103,000
    Payments for offering costs ..         --         (2,000)    (2,000)
                                      ---------    ---------    ---------

               NET CASH PROVIDED BY
               FINANCING ACTIVITIES        --        101,000    101,000
                                      ---------    ---------    ---------

                 NET CHANGE IN CASH      (1,925)       3,546      1,621
Cash, beginning of period .........       3,546         --         --
                                      ---------    ---------    ---------
                CASH, END OF PERIOD   $   1,621    $   3,546    $ 1,621
                                      =========    =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

Cash paid during the period for:
    Interest ...................   $    --      $    --      $   --
                                      =========    =========   =========
    Income taxes ...............      $    --      $    --      $   --
                                      =========    =========   =========

   See accompanying summary of significant accounting policies and notes
                            to the financial statements.

                                         F-6

<PAGE>

                           FAMOUS INTERNET MALL, INC.
                           --------------------------
                          (Formerly Mall of Fame, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)

                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development stage company

Famous  Internet Mall, Inc. (the "Company") is in the development
stage in accordance with Statement of Financial Accounting
Standard (SFAS) No. 7.

Use of estimates

The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets, liabilities, and 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.

Cash equivalents

For the purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents.

Marketable securities

Marketable securities consist of various equity securities and are
stated at current market value.  All equity securities are
considered "trading" securities under the provisions of Statement
of Financial Accounting Standard No. 115, "Accounting for Certain
Investments in Debt and Equity Securities". Accordingly, realized
and unrealized gains and losses on equity securities are reflected
in the accompanying statements of operations.

Equipment and depreciation

Property and equipment are stated at cost.  Expenditures for
maintenance and repairs are charged to income as incurred.
Additions and improvements are capitalized.  The cost and related
accumulated depreciation of property and equipment sold or
otherwise disposed of are removed from the accounts and any gain
or loss is reported in the current year's revenue or expense.
Depreciation expense is calculated by the straight-line method
over the estimated useful lives of the assets, which are five
years for furniture and three years for equipment.

Income taxes

Income taxes are provided for the tax effects of transactions
reported in the financial statements and consist of taxes
currently due plus deferred taxes related primarily to differences
between the recorded  book basis and the tax basis of assets and
liabilities  for  financial and income tax  reporting.  The
deferred tax assets and liabilities represent the future tax
return consequences of those differences, which will either be
taxable or deductible when the assets and liabilities are
recovered or settled. Deferred taxes are also recognized for
operating  losses that are  available to offset  future  taxable
income and tax credits that are available to offset future federal
income taxes.

                                       F-7

<PAGE>

                           FAMOUS INTERNET MALL, INC.
                           --------------------------
                          (Formerly Mall of Fame, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)

                   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Internet and web site development

The  Company  expenses  all  internal  and  external  costs
incurred to develop internal-use computer software.  As a
development stage company,  management has determined  that the
web site is not  expected  to provide  substantive  service
potential to the Company.

Earnings/(loss) per share

The Company  reports  earnings per share using a dual
presentation of basic and diluted  earnings per share.  Basic
earnings  per share  excludes the impact of common stock
equivalents. Diluted earnings per share utilizes the average
market price per share when applying the treasury  stock method in
determining  common stock equivalents.  However,  the Company has
a simple capital structure for the period  presented  and,
therefore,  there is no variance  between the basic and diluted
earnings per share.

Fair value of financial instruments

SFAS 107,  "Disclosure  About Fair  Value of  Financial
Instruments,"  requires certain  disclosures  regarding  the fair
value of  financial  instruments.  The Company has determined,
based on available  market  information and appropriate valuation
methodologies,   the  fair  value  of  its   financial
instruments approximates carrying value. The carrying amounts of
cash, receivables, accounts payable,  and  other  current
liabilities  approximate  fair  value  due to the short-term
maturity of the instruments.

New accounting pronouncements

The Company has adopted the following new accounting
pronouncements for the year ended  December  31,  1998.  There
was no effect  on the  financial  statements presented from the
adoption of the new pronouncements.  SFAS No. 130, "Reporting
Comprehensive Income," requires the reporting and display of total
comprehensive income and its components in a full set of general-
purpose financial statements.

The  Company  did not  have  comprehensive  income  for the
periods  presented; therefore,  comprehensive  income  and net
income  are  equal.  SFAS  No.  131, "Disclosures about Segments
of an Enterprise and Related  Information," is based on the
"management"  approach for reporting  segments.  The management
approach designates  the  internal  organization  that is used by
management  for making operating  decisions  and assessing
performance  as the source of the Company's reportable  segments.
SFAS No. 131 also requires disclosure about the Company's
products,  the geographic  areas in which it earns revenue and
holds  long-lived assets, and its major customers.  SFAS 131 is
not applicable, as the Company had no  revenue-producing
operations  for the  periods  presented.  SFAS  No.  132,
"Employers'  Disclosures  about  Pensions and Other  Post-
retirement  Benefits," which requires  additional  disclosures
about pension and other  post-retirement benefit  plans,  but does
not change the  measurement  or  recognition  of those plans.

                                       F-8


<PAGE>

                           FAMOUS INTERNET MALL, INC.
                           --------------------------
                          (Formerly Mall of Fame, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

Note A: Background
------------------

Famous Internet Mall, Inc. (the  "Company") was  incorporated
under the laws of Nevada on February 5, 1998. The principal
activities  since inception have been organizational  matters  and
the sale and  issuance  of  shares of its $.001 par value  common
stock.  The  Company  was  formed  to create  and  design a fully
functional,  interactive internet web site which will allow the
public to access an internet  shopping  mall to market and sell
the products  and/or  services of celebrities.

On September 15, 1998, the Company  changed its name from Mall of
Fame,  Inc. to Famous Internet Mall, Inc.

Note B: Related party transactions
----------------------------------

As of September 30, 1999 and December 31, 1998,  an officer owed
the Company $918 for payroll  taxes  not  withheld  from  his
salary.  The $918 is  included  in the accompanying financial
statements as due from officer.

During the period from February 5, 1998  (inception)  through
December 31, 1998, the Company paid an officer  $6,500 for
internet and web-site  development.  The $6,500 is included in the
accompanying  financial  statements  as internet  and web-site
development, related party.

Note C: Marketable securities
-----------------------------

During the period from February 5, 1998  (inception)  through
December 31, 1998, the Company purchased $14,797 in marketable
securities.  The Company sold all of the  securities  prior to
December  31, 1998 for $8,639;  resulting  in a $6,158 realized
loss  on the  sale  of  marketable  securities.  The  Company
held no marketable  securities  at September 30,  1999 and
December  31,  1998.  The Company conducted no marketable
securities transactions during the nine months ended September 30,
1999.

Note D: Furniture and Equipment
-------------------------------

Furniture and equipment consisted of the following at September
30, 1999 and December 31, 1998:

                                     September 30,      December 31,
                                          1999            1998
                                          ----            ----

Furniture .......................        $ 21,640       $ 21,640
Equipment .......................           3,642          3,642
                                         --------       --------
                                           25,282         25,282
Less: accumulated depreciation .......... (10,346)        (6,375)
                                         --------       --------
                                         $ 14,936       $ 18,907
                                         ========       ========

Depreciation expense for the nine months ended September 30, 1999
and from February 5, 1998 (inception) through December 31, 1998
was $3,971 and $6,375, respectively.

                                       F-9

<PAGE>

                           FAMOUS INTERNET MALL, INC.
                           --------------------------
                          (Formerly Mall of Fame, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

Note E: Income taxes
---------------------

A reconciliation  of the U.S statutory  federal income tax rate to
the effective rate is as follows:

                                        September 30,   December 31,
                                            1999        1998
                                            ----        ----

U.S. federal statutory graduated rate ......15.00%      15.00%
State income tax rate, net of federal
   benefit ....                              7.00%       7.00%
Net operating loss for which no tax benefit
   is currently available ...........      -22.00%     -22.00%
                                          -------     -------
                                             0.00%       0.00%
                                          =======     =======

At September 30, 1999,  deferred taxes consisted of a net tax
asset of $21,730 due to operating  loss  carryforwards  of
$86,456,  which was fully  allowed for in the valuation allowance
of $21,730. The valuation allowance offsets the net deferred asset
for which there is no assurance of recovery.  The change in the
valuation allowance  for the nine months  ended  September 30,
1999 and from  February  5, 1998 (inception) through December 31,
1998 was $1,521 and $20,209,  respectively. Net operating loss
carryforwards will expire in 2019.

The valuation  allowance will be evaluated at the end of each
year,  considering positive and negative evidence about whether
the asset will be realized. At that time, the allowance will
either be increased or reduced;  reduction could result in the
complete elimination of the allowance if positive evidence
indicates that the value of the deferred tax asset is no longer
impaired and the  allowance is no longer required.

Note F: Common stock sales
--------------------------

On  February 6, 1998,  the  Company  sold  3,000,000  shares of
common  stock to officers for cash totaling $3,000. These shares
are "restricted  securities" and may be sold only in compliance
with Rule 144 of the  Securities Act of 1933, as amended (the
"Act").

On March 15, 1998, the Company  offered for sale  2,000,000
shares of its $.001 par value common stock for $.05 per share
pursuant to Rule 504 of  Regulation D of the Act. The Company sold
2,000,000  shares for net proceeds of $98,000 after deducting
offering costs of $2,000.

Note G: Concentrations

From  February  5, 1998  (inception)  through  December  31,
1998,  the Company incurred  $20,000 in consulting  expenses and
$26,500 for the  development of an internet  web site to two
vendors and an officer  (see Note B). The $46,500 made up 58.3
percent and 53.8 percent of the Company's  expenses for the
periods from February 5, 1998 (inception) through December 31,
1998 and from February 5, 1998 (inception) through September 30,
1999, respectively.

                                      F-10

<PAGE>

                           FAMOUS INTERNET MALL, INC.
                           --------------------------
                          (Formerly Mall of Fame, Inc.)
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

Note H: Commitments
-------------------
In  accordance  with  its  Confidential  Offering  Memorandum,
the  Company  is committed to use the proceeds from the offering
for the following:  computer and office  equipment  ($25,000);
consulting fees ($20,000);  web site  development ($20,000);
officer salaries ($12,000); accounting and legal fees ($10,000),
and; working capital and miscellaneous expenses ($13,000).

As of September 30, 1999,  the  remaining  commitments  for these
categories  are as follows:   accounting  and  legal  fees
($5,000),   and;  working  capital  and miscellaneous expenses
($8,544).

Note I: Going concern

As of September 30, 1999, the Company has recurring  operating
losses and a limited supply of cash, which raises  substantial
doubt about its ability to continue as a going concern.

From  February 5, 1998  (inception)  through September 30, 1999,
the Company  raised initial working capital through a public
offering of its common stock,  which is expected to permit the
Company to  continue  its  start-up  operations  through October
31,  1999.  The  Company  anticipates  conducting  debt
financings  or additional common stock offerings, which are not
yet beyond the planning stages, to fund its  proposed  operations.
The  Company is largely  dependent  upon the proceeds  anticipated
to be received  from proposed  future debt  financings or common
stock  offerings  to  carry  out its  proposed  operations.  There
is no assurance  that the  Company  will be  successful  in its
efforts  to raise the proceeds needed to commence its proposed
operations. The financial statements do not  include  any
adjustments  that  might  result  from  the  outcome  of this
uncertainty.

Note J: Year 2000 compliance

The Year 2000 issue (Y2K) is the result of computer  programs
written using two digits  rather than four to define the
applicable  year.  Any of the  Company's computer and
telecommunications  programs that have date sensitive software may
recognize a date using "00" as the year 1900 instead of 2000.
This could result in  system  failure  or  miscalculations
causing  disruptions  in  operations, including  the  ability to
process  transactions,  send  invoices,  or engage in similar
normal business activities.

The Company  cannot  determine  the extent to which the Company is
vulnerable to third parties' failure to remediate their own Y2K
problems.  As a result,  there can be no guarantee  that the
systems of other  companies on which the Company's business relies
will be timely converted,  or that failure to convert by another
company, or a conversion that is incompatible with the Company's
systems,  would have a material adverse affect on the Company.  In
view of the foregoing,  there can be no assurance  that the Y2K
issue will not have a material  adverse effect on the Company's
business.

                                   SIGNATURES

The issuer has duly caused this offering statement to be signed on
its behalf by the undersigned,  thereunto duly authorized,  in the
City of San Diego, State of California on November 24, 1999.


                                    FAMOUS INTERNET MALL, INC.



                                   /s/ Christopher Q. Lucidi
                                   Christopher Q. Lucidi,
                                   Vice-President and Secretary