Exhibit 99
Press Release
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FAMOUS FIXINS, INC. AND WARNING MODEL MANAGEMENT ANNOUNCE AGREEMENT
AND PLAN OF MERGER.
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Los Angeles, CA
January 6, 2003
Famous Fixins, Inc., a NASDAQ Over the Counter Bulletin Board company (stock
symbol - FIXN) and Warning Model Management, LLC, a California limited liability
corporation, (:WMM") have announced that they have combined in a merger,
effective December 27, 2002. The structure of the merger involved WMM acquiring
100% of the common stock of FIXN Acquisition Sub, Inc., a subsidiary of Famous
Fixins, Inc. in exchange for a combination of $2,900,000 in convertible
debentures plus 51% of the issued and authorized common stock of Famous Fixins,
Inc.
According to S. Michael Rudolph, Acting President, CEO and Director of Famous
Fixins, Inc., "We have been looking for opportunities to increase shareholder
value and believe that our merger with WMM will allow for renewed growth of the
company. WMM has a strong brand name in its market s well as an excellent
management team that can take the merged company to new levels of revenue and
profitability.
Steve Chamberlin, Managing Member of WMM and the new President and CEO of the
combined organization indicated, "Our merger into a public company will allow us
to continue to grow and have access to capital markets that were not available
to us as a limited liability company. We are excited about our growth prospects
and potential for expansion of our business. As economic conditions improve in
the advertising and retailing sectors, our opportunities for further business
will continue to improve."
About Famous Fixins, Inc.
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Until May 15, 2002, the Company was a promoter and marketer of celebrity
licensed consumer products for sale in supermarkets, other retailers and over
the Internet. The Company developed, marketed and sold licensed consumer
products based on the diverse professional, cultural and ethnic backgrounds of
various celebrities. The Company 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. The Company sold
directly to customers and also utilized a network of consumer products brokers
to distribute its products throughout the United States and Canada. Third party
manufacturers produced the Company's various consumer products. On May 15,
2002, the Company completed a divestiture of all of its operations and sale of
substantially all of its assets and assumption of certain specified liabilities
by Starbrand, LLC under a "Settlement of Debts and Asset Purchase Agreement".
After the divestiture of operations, the Company's activities have consisted of
seeking additional financing and/or capital and acquiring a new business.
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About Warning Model Management,LLC
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Warning Model Management, LLC was established in September 1998 and is one of
the larger modeling agencies in the United States, providing high-quality
fashion oriented models to both the fashion industry as well as retailing and
advertising sectors. Warning Model Management is located in Los Angeles,
California and provides modeling services worldwide.
Statements in this press release that are not historical facts are
forward-looking statements, including statements regarding future revenues and
sales projections, plans for future financing, the ability to meet operational
milestones, marketing arrangements and plans, and shipments to and regulatory
approvals in international markets. Such statements reflect management's current
views, are based on certain assumptions and involve risks and uncertainties.
Actual results, events, or performance may differ materially from the above
forward-looking statements due to a number of important factors, and will be
dependent upon a variety of factors, including, but not limited to, our ability
to obtain additional financing that will allow us to continue our current and
future operations and whether demand for our products and services in domestic
and international markets will continue to expand. The Company undertakes no
obligation to publicly update these forward-looking statements to reflect events
or circumstances that occur after the date hereof or to reflect any change in
the Company's expectations with regard to these forward-looking statements or
the occurrence of unanticipated events. Factors that may impact the Company's
success are more fully disclosed in the Company's most recent public filings
with the U.S. Securities and Exchange Commission ("SEC"), including its annual
report on Form 10-K for the year ended Dec. 31, 2001 and its subsequent filings
with the SEC.
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