SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
Amendment No.2

Registration Statement
Under
The Securities Act of 1933

WARNING MODEL MANAGEMENT, INC.
(Name of small business issuer in its charter)

NEW YORK 7380 13-3865655
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(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

9440 Santa Monica Boulevard, Suite 400, Beverly Hills, California 90210
(Address of principal executive offices) (Zip code)

Registrant's Address and Telephone number, including area code:

S. Michael Rudolph
Chief Executive Officer
9440 Santa Monica Boulevard, Suite 400
Beverly Hills, CA 90210
(310) 860-9969

(Name, address and telephone number of Agent for Service)

Copies of communications to:

Owen Naccarato, Esq.
Naccarato & Associates
19600 Fairchild, Suite 260
Irvine, California 92612
(949) 851-9261

Approximate date of commencement of proposed sale to the public: As
soon as practicable after the registration statement becomes effective.

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

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Title of each class of Amount to be Proposed Proposed Exercise Proceeds to Amount of
securities to be registered (1) maximum maximum price per WNMI registration
registered offering aggregate share (2) fee
price per offering
share (2) price
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Common Shares, par value
$.001 underlying secured 41,666,667 $ .012 $ 500,000 $ 40.45
convertible debenture (3)

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Shares underlying warrant 1,000,000 $ .01 $ 10,000 $ 0.81
(4)
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Restricted Common Shares
par value $.001 1,500,000 $.012 $ 18,000 $ 1.46
(5)

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Total Registration Fee $ 204.52 (6)

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1) Includes shares of our common stock, par value $0.001 per share, which
may be offered pursuant to this registration statement, which shares are
issuable upon conversion of a convertible debentures the exercise of
warrants held by the selling stockholder and shares issued to the former
CEO Warning Model Management, Inc. In addition to the shares set forth in
the table, the amount to be registered includes an indeterminate number
of shares issuable upon conversion of the debentures and the exercise of
the warrants as such number may be adjusted as a result of stock splits,
stock dividends and similar transactions in accordance with Rule 416. The
number of shares of common stock registered hereunder represents a good
faith estimate by us of the number of shares of common stock issuable
upon conversion of the debentures and upon exercise of the warrants. For
purposes of estimating the number of shares of common stock to be
included in this registration statement, we calculated a good faith
estimate of the number of shares of our common stock that we believe will
be issuable upon conversion of the debentures to account for market
fluctuations and the number of shares of common stock that we believe
will be issuable upon exercise of the warrants to account for
antidilution and price protection adjustments. Should the conversion
ratio of the secured convertible debentures result in our having
insufficient shares, we will not rely upon Rule 416, but will file a new
registration statement to cover the resale of such additional shares
should that become necessary. In addition, should a decrease in the
exercise price as a result of an issuance or sale of shares below the
then current market price, result in our having insufficient shares, we
will not rely upon Rule 416, but will file a new registration statement
to cover the resale of such additional shares should that become
necessary.

(2) Estimated solely for the purpose of determining the registration fee.
(3) Common stock issuable upon conversion of an aggregate of $500,000 in
convertible debentures issued in connection with a December 27, 2002
financing.

(4) Common stock issuable upon the conversion of warrants issued in
connection with the convertible note.

(5) Restricted Common stock issued with registration rights.

(6) Previously paid with original filing on 5/09/03 file # 333-105124

---------------------
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effectiveness date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said section 8(a), may determine.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED OCTOBER 16, 2003

Warning Model Management, Inc.
44,166,667 Shares of Common Stock

This prospectus relates to the resale by the selling stockholders of up to
44,166,667 shares of WNMI's common stock, including 41,666,667 shares of common
stock issuable to Mercator upon the conversion of secured convertible
debentures, up to 1,000,000 shares of common stock issuable to Mercator upon the
exercise of common stock purchase warrants at $.01 per shares, and 1,500,000
shares of common stock issued with registration rights to WNMI's former CEO,
Jason Bauer.

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

The holder of the 10% convertible debenture (Mercator Momentum Fund, L.P.) may
not convert its securities into shares of WNMI's common stock if after the
conversion, such holder would beneficially own over 4.9% of the outstanding
shares of WNMI's common stock. The holder may waive this percent ownership
restriction not less than 61 days notice to WNMI. Since the number of shares of
WNMI's common stock issuable upon conversion of the debentures will change based
upon fluctuations of the market price of WNMI's common stock prior to a
conversion, the actual number of shares of WNMI's common stock that will be
issued under the debentures owned by the Mercator Momentum Fund, L.P. is based
on a reasonable good faith estimate of the maximum amount needed.

On December 30, 2002, WNMI also entered into an agreement with Mercator Momentum
Fund, L.P. for an equity line of credit. It was subsequently decided not to use
this facility due to the unlikely fact that WNMI would qualify to make a
drawdown. Mercator Momentum Fund, L.P. received a $100,000 commitment fee upon
entering in the agreement.

The Mercator Momentum Fund, LP is an "underwriter" within the meaning of Section
2(a)(11) of the Securities Act.

Our Common Stock is quoted on the OTC Bulletin Board under the symbol "WNMI". On
October 14, 2003, the closing bid price of our Common Stock on the OTC Bulletin
Board was $.003.

WNMI's shares of Common Stock are "penny stocks" as defined in the Securities
Exchange Act, which are quoted in the over-the-counter market on the OTC
Bulletin Board. As a result, an investor may find it more difficult to dispose
of or obtain accurate quotations as to the price of the shares of the Common
Stock being registered hereby. In addition, the "penny stock" rules adopted by
the Commission under the Exchange Act subject the sale of the shares of the
Common Stock to certain regulations which impose sales practice requirements on
broker-dealers. See the "Risk Factors" section beginning on page 7 of this
Prospectus discussing the applicability of the "Penny Stock Rules" to
transactions in WNMI's securities.

Investing in these securities involves significant risks. SEE "RISK FACTORS"
BEGINNING ON PAGE 7 OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is October 16, 2003

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

TABLE OF CONTENTS

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Section Title Page No.
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Summary of Information in the Prospectus 5
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Risk Factors 7
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Dividend Policy 10
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Dilution 10
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Use of Proceeds 11
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Market for Common Equity and Related Stockholder Matters 13
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Management's Discussion and Analysis or Plan of Operations 15
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Our Business 25
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Management 29
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Executive Compensation 30
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Security Ownership of Certain Beneficial Owners and Management 31
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Certain Relationships and Related Transactions 34
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Description of Securities 34
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Selling Stockholders 35
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Plan of Distribution 37
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Legal Proceedings 38
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Experts 38
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Legal Matters 38
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Other Available Information 39
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Financial Statements F-1
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Indemnification 41
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PROSPECTUS SUMMARY

This summary contains all material terms of the offering. To understand this
offering fully, you should read the entire document carefully. Please pay
particular attention to the section entitled "RISK FACTORS" and the section
entitled "FINANCIAL STATEMENTS".

Unless otherwise indicated, this Prospectus assumes that any of WNMI's
outstanding options or warrants have not been exercised into shares of WNMI's
Common Stock.

WARNING MODEL MANAGEMENT, INC.

Warning Model Management, LLC ("WAMM") was established in September 1998 and is
a full service model and talent agency. We develop and supply models, both male
and female for assignments in a variety of jobs, including but not limited to
fashion editorials for magazines, catalogues and newspaper advertisements, for
advertising clients who use models in magazines, posters, websites, billboards,
bus sides, look books and other such outlets. We also supply models and actors
for all forms of TV work as well as industrial videos and personal appearances
for promotions. Models would be considered our clients.

Income is derived by booking models on assignments with end user clients. We
take a commission from both the model and the end user client for print jobs and
campaigns. In cases where our model or actor is on a television commercial, we
would earn a commission from these jobs. If the commercial runs for many years,
we would get paid in the form of residuals. This same form of commission based
income would also apply to jobs in the form of a runway job, personal
appearances, acting assignments, clothes fitting or extra work. All these forms
of revenue generating activities have been offered by us since our first day of
operations. We do not see any changes in the direction of our operations in the
near future.

Our models contract with us via a talent agreement and they function as
independent contractors. WNMI introduces the models to prospective end user
clients and the models costs are then paid by the clients from which we receive
a commission fee from both the models and the end user client in return for our
services. The end client users issue a purchase order for the model's services,
therefore we do not have a written contract with our end user clients. We
provide advance costs for our model and actor clients, such as rental fees for
photo shooting locations, or photographer expenses. We deduct these advances
from payments due the models for work done on behalf of our end user clients.

WNMI offers modeling services. WNMI tries to provide the fashion/retailing
industry in California and other Western States the level of modeling talent
similar to that usually only found in New York and Paris. We feel 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. Facilitating this service is our website
which contains a copy of the portfolios of all of the models we represent. Our
website (www.warningmodels.com) is a fully functioning tool whereby clients can
immediately access the models portfolios and we can follow up with marketing
packages. Our website contains information regarding the agency but primarily
holds pictures of all the approximately 250 models that we represent. The site
allows us to direct both our clients and end users to these web pages without
them having lengthy downloads of photos. This saves a lot of time as it replaces
the expensive and delay of transporting bulky books across country. To access
the website, a login name and password is required.

For the year ending December 31, 2002 the five largest end user clients and
their percentage of our total revenue for that year were Macy's (11.2%), Wet
Seal/Contempo (8.6%), St. John Knits (5.6%), Nordstrom Advertising (4.3%) and
Berlin, Cameron & Partners (4%).

For the Six months ended June 30, 2003, we generated revenues in the amount of
$1,293,871 and net losses of $782,431. In addition, for the year ended December
31, 2002, we generated revenue in the amount of $2,323,849 and a net loss of
$535,937. Our accumulated deficit for the year ended December 31, 2002 was
($4,262,790).

Our principal offices are located at 9440 Santa Monica Boulevard, Suite 400,
Beverly Hills, California 90210, and our telephone number is (310) 860-9969. We
are a New York corporation.

THE OFFERING

Securities Offered by Selling Shareholders......... Up to 44,166,667 including i) up to 41,666,667 shares of
common stock underlying convertible debentures in the
amount of $500,000, ii) up to 1,000,000 shares of common
stock issuable upon the exercise of purchase warrants at
an exercise price of $.01 per share, and (iii) 1,500,000
shares of common stock issued to WNMI's former CEO, Jason
Bauer

Common Stock Outstanding after the offering........ Up to 123,590,501 Shares

Offering Price..................................... The selling shareholders can sell the shares at any price.

Use of Proceeds.................................... This prospectus relates to shares of WNMI's common stock
that may be offered and sold from time to time by the
selling stockholders. We will not receive any proceeds
from the sale of shares by the selling shareholders.
However, we will receive proceeds upon the exercise of
any warrants that may be exercised by the selling
shareholders. These funds will be used for ongoing
operations. WNMI will not be using either the credit line
entered onto on October 27, 2000 or the credit line
entered into on December 30, 2002.

Market for our Common Stock...................... Our Common Stock is quoted on the Over-the Counter
Bulletin Board, also called OTCBB, under the trading
symbol "WNMI". The market for our Common Stock is highly
volatile. We can provide no assurance that there will be
a market in the future for our Common Stock.

The above information regarding common stock to be outstanding after the
offering is based on 80,923,834 shares of common stock outstanding as of June
30, 2003 and assumes the subsequent conversion of the $500,000 issued
convertible debenture and the exercise of warrants. The shares being registered
for Jason Bauer are already issued and outstanding.

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

RISK FACTORS

An investment in shares of WNMI's Common Stock involves a high degree of risk.
You should carefully consider the following information, which summarizes all
material risks, together with the other information contained in this
prospectus, before you decide to buy WNMI's common stock. If any of the
following risks actually occur, WNMI's business would likely suffer. In these
circumstances, the market price of WNMI's common stock could decline, and you
may lose all or part of your investment.

RISKS RELATING TO OUR BUSINESS:

WNMI HAS SUSTAINED CONTINUING LOSSES MAKING IT A RISKY INVESTMENT.

WNMI has a history of losses from operations and does not anticipate realizing a
profit during the next fiscal year, therefore an investment in WNMI is at a risk
of being lost. Our financial statements highlight that we have a working capital
deficiency of $1,358,769 at December 31, 2002 and $74,012 at December 31, 2001,
plus recurring losses from operations may raise some doubt about our ability to
continue as a going concern. For the quarter ending March 31, 2002 we have a
working capital deficiency of $1,599,295. The financial statements do not
include any adjustments that might result from the outcome of this activity.

WNMI incurred a loss for the year ending December 31, 2002 of $535,937 and a
loss of $332,554 in the year ending December 31, 2001, and a loss for the six
months ending June 30, 2003 of $782,431. WNMI does not anticipate realizing a
profit during the next fiscal year. The accumulated deficit for the year ending
December 31, 2002 and 2001 was $4,262,790 and $506,687 respectively. The
accumulated deficit through June 30, 2003 was $5,045,221.

WNMI'S ABILITY TO GROW WILL DEPEND ON WNMI ATTRACTING AND RETAINING EXPERIENCED
AND PROFESSIONAL PERSONNEL.

WNMI's ability to grow will depend in part upon WNMI's ability to attract and
retain experienced professionals to staff an expansion of WNMI's activities.
Trained agents in this industry are difficult to come by and to the best of our
knowledge there are very few currently unemployed. Therefore we may have
difficulty hiring new agents if any should leave which would have a negative
impact on our business.

There are key personnel in the organization, primarily Stephen Chamberlin. His
long term experience and name association with Warning Model Management would be
difficult to replace. By slowly changing and maturing his responsibilities and
training people to handle his current responsibilities we can possibly advance
other members of the team to higher positions. Another key employee is Lisa
Stern who is head of the women's division. Spenser Salley is prominent in the
Men's Division. The lost of any of these individuals would have a negative
impact on WNMI.

CURRENT INDEBTEDNESS WHICH INCLUDES OBLIGATIONS THAT ARE IN DEFAULT COULD HINDER
WNMI'S GROWTH AND NEGATIVELY AFFECT WNMI'S ABILITY TO RAISE FUNDS

WNMI has $1,116,273 in 4% convertible debentures which are in default, a
$500,000 5% convertible debenture mature in December 2005, and $2,900,000 in 4%
in convertible debentures due to former Members of Warning Model Management,
LLC, mature in December 2004. These notes would require either large amounts of
cash to retire or large amounts on common stock to convert the debt, either of
which would have a negative impact on WNMI. Any cash used to service the debt
would place a strain on the operations of WNMI by absorbing cash needed for
ongoing operations and having such a large overhang due to the large amounts of
convertible debt will make it difficult to attract sources of funds to invest in
WNMI.

WNMI'S FAILURE TO COVER THE COST OF REVENUES AND OTHER EXPENSES MAY INCREASE THE
RISK THAT WNMI WILL BE UNABLE TO OBTAIN ADDITIONAL FUNDING ON ACCEPTABLE TERMS.

WNMI's revenues have been insufficient to cover operating expenses. Therefore,
WNMI has been dependent on private placements of its common stock and issuance
of convertible notes in order to sustain operations. In addition, there can be
no assurances that the proceeds from private or other capital will continue to
be available or that we will be able to obtain funding on terms that are
acceptable to us, or that revenues will increase to meet WNMI's cash needs, or
that a sufficient amount of WNMI's common stock or other securities can or will
be sold or that any common stock purchase options/warrants will be exercised to
fund the operating needs of WNMI.

THERE ARE COMPETITIVE FACTORS THAT MAY HAVE AN ADVERSE IMPACT ON WNMI'S
OPERATIONS.

The main factor is that Brand name agencies such as Ford Models and Elite have
an advantage over WNMI in name recognition and also the perception of their
"size" as compared to smaller operators. As a smaller operation, we may lack the
perception of stability and security that a large operation brings to an
industry often marred by "fly by night operators".

THERE ARE INHERENT RISKS ASSOCIATED WITH THE SERVICES WNMI PROVIDES, WHICH COULD
CAUSE WNMI LOST REVENUES AND HARM WNMI'S REPUTATION WITHIN THE MODELING
INDUSTRY.

WNMI's services have inherent risks where if the models WNMI introduce to
clients don't turn up for photo shoots after WNMI has booked them for a client,
WNMI would need to pay for the photographers and location rental fees, with no
revenues in return for such a particular no show. In addition, if models who are
setup by WNMI for particular bookings decide to quit, WNMI will be required to
advance costs to clients, which can often be difficult to retrieve. Furthermore,
because the modeling industry is somewhat small, WNMI's reputation can be harmed
through these no shows.

THE TERMINATION OF OUR VERBAL AGREEMENT WITH INTEGRATED MICRO SYSTEMS, INC. FOR
USE OF THE DOMAIN NAME WWW.WARNINGMODELS.COM COULD CAUSE WNMI ADDITIONAL
EXPENSES, LOST TIME, AND THE NEED TO RE-ESTABLISH OUR NAME IDENTIFICATION IN
CYBERSPACE, WHICH IS AN ESSENTIAL PART OF OUR BUSINESS.

The termination of our verbal agreement with Integrated Micro Systems, Inc. for
use of the domain name www.warningmodels.com may require WNMI to secure a new
domain name, which would result negatively to several aspects of our business.
If WNMI were required to secure a new domain name, there would be delays during
the process of establishing a new website which could negatively impact revenues
since clients would not be able to visit our website to view model portfolios.
Furthermore, WNMI would need to find a new third party which could maintain our
website to our current specific needs. Moreover, if WNMI were required to change
domain names, WNMI would be required to re-establish our presence and name
identification in cyberspace, so that our clients would know which website to go
to in order to view model portfolios.

RISKS RELATING TO OUR STOCK:

THE ISSUANCE OF THE SHARES IN THIS OFFERING, PLUS THE EXISTING OUTSTANDING
CONVERTIBLE NOTES, WILL RESULT IN DILUTION.

There are a large number of shares underlying the convertible note and warrants
in this offering that may be available for future sale and the sale of these
shares may depress the market price of WNMI's common stock and may cause
substantial dilution to WNMI's existing stockholders.

The number of shares of common stock issuable upon conversion of the convertible
note in this offering may increase if the market price of WNMI's stock declines.
All of the shares, including all of the shares issuable upon conversion of the
notes and debentures and upon exercise of WNMI's warrants, may be sold without
restriction. The sale of these shares may adversely affect the market price of
WNMI's common stock. The issuance of shares upon conversion of the convertible
notes and debentures and exercise of outstanding warrants will also cause
immediate and substantial dilution to WNMI's existing stockholders and may make
it difficult to obtain additional capital.

The following gives examples of the number of shares that would be issued if the
debentures in this offering were converted at one time at prices representing
70%, 50%, and 25% of the current market price (assuming a market price of $0.01)
as of June 30, 2003, we had 80,923,834 shares of common stock outstanding.

o 70% of current stock price:

WNMI's stock converted at 70% of current stock price would result in a
debenture conversion rate of $.007 cents. To convert the $500,000
convertible debenture would require 71,428,571 shares of WNMI's common
stock, or 88% of WNMI's current outstanding shares.

o 50% of current stock price:

WNMI's stock converted at 50% of current stock price would result in a
debenture conversion rate of $.005 cents. To convert the $500,000
convertible debenture would require 100,000,000 shares of WNMI's
common stock, or 123% of WNMI's current outstanding shares.

o 25% of current stock price

WNMI's stock converted at 25% of current stock price would result in a
debenture conversion rate of $.0025 cents. To convert the $500,000 of
convertible debentures would require 200,000,000 shares of WNMI's
common stock, or 247% of WNMI's current outstanding shares.

SEE THE "SECURITY OWNERSHIP TABLE", DESCRIPTION OF SECURITIES AND THE
"SELLING SECURITY HOLDER TABLE" BEGINNING ON PAGE 31, 34 AND PAGE 35,
RESPECTIVELY, OF THIS PROSPECTUS.

THE OVERHANG AFFECT FROM THE RESALE OF THE SELLING SHAREHOLDERS SECURITIES ON
THE MARKET COULD RESULT IN LOWER STOCK PRICES WHEN CONVERTED

Overhang can translate into a potential decrease in WNMI's market price per
share. The common stock underlying unconverted debentures represents overhang.
These debentures are converted into common stock at a discount to the market
price providing the debenture holder the ability to sell his or her stock at or
below market and still make a profit, which is incentive for the holder to sell
the shares as quickly as possible to ensure as much profit as possible in case
the stock price falls. If the share volume cannot absorb the discounted shares,
WNMI's market price per share will likely decrease. As the market price
decreases, each subsequent conversion will require a larger quantity of shares.

SHORT SELLING COMMON STOCK BY WARRANT AND DEBENTURE HOLDERS MAY DRIVE DOWN THE
MARKET PRICE OF WNMI'S STOCK.

The warrant and debenture holder may sell shares of WNMI's common stock on the
market before exercising the warrant or converting the debenture. The stock is
usually offered at or below market since the warrant and debenture holders
receive stock at a discount to market. Once the sale is completed the holders
exercise or convert a like dollar amount of shares. If the stock sale lowered
the market price, upon exercise or conversion, the holders would receive a
greater number of shares then they would have absent the short sale. This
pattern may result in the spiraling down of WNMI's stock's market price.

WNMI'S COMMON STOCK IS SUBJECT TO THE "PENNY STOCK" RULES OF THE SEC AND THE
TRADING MARKET IN WNMI'S SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
WNMI'S STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN WNMI'S
STOCK.

WNMI's shares of Common Stock are "penny stocks" as defined in the Exchange Act,
which are quoted in the over-the-counter market on the OTC Bulletin Board. As a
result, an investor may find it more difficult to dispose of or obtain accurate
quotations as to the price of the shares of the Common Stock being registered

hereby. In addition, the "penny stock" rules adopted by the Commission under the
Exchange Act subject the sale of the shares of the Common Stock to certain
regulations which impose sales practice requirements on broker-dealers. For
example, broker-dealers selling such securities must, prior to effecting the
transaction, provide their customers with a document that discloses the risks of
investing in such securities. Included in this document are the following:

o The bid and offer price quotes for the penny stock, and the number of
shares to which the quoted prices apply.
o The brokerage firm's compensation for the trade.
o The compensation received by the brokerages firm's salesperson for the
trade.

In addition, the brokerage firm must send the investor:

o Monthly account statement that gives an estimate of the value of each
penny stock in your account.
o A written statement of your financial situation and investment goals.

Legal remedies, which may be available to you, are as follows:

o If penny stocks are sold to you in violation of your rights listed
above, or other federal or state securities laws, you may be able to
cancel your purchase and get your money back.
o If the stocks are sold in a fraudulent manner, you may be able to sue
the persons and firms that caused the fraud for damages.
o If you have signed an arbitration agreement, however, you may have to
pursue your claim through arbitration.

If the person purchasing the securities is someone other than an accredited
investor or an established customer of the broker-dealer, the broker-dealer must
also approve the potential customer's account by obtaining information
concerning the customer's financial situation, investment experience and
investment objectives. The broker-dealer must also make a determination whether
the transaction is suitable for the customer and whether the customer has
sufficient knowledge and experience in financial matters to be reasonably
expected to be capable of evaluating the risk of transactions in such
securities. Accordingly, the Commission's rules may limit the number of
potential purchasers of the shares of the Common Stock.

RESALE RESTRICTIONS ON TRANSFERRING "PENNY STOCKS" ARE SOMETIMES IMPOSED BY SOME
STATES, WHICH MAY MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE
VALUE OF AN INVESTMENT IN OUR STOCK.

Various state securities laws impose restrictions on transferring "penny stocks"
and as a result, investors in the Common Stock may have their ability to sell
their shares of the Common Stock impaired. For example, the Utah Securities
Commission prohibits brokers from soliciting buyers for "penny stocks", which
makes selling them more difficult.

WNMI'S ABSENCE OF DIVIDENDS OR THE ABILITY TO PAY THEM PLACES A LIMITATION ON
ANY INVESTORS RETURN.

WNMI anticipates that for the foreseeable future, earnings will be retained for
the development of its business. Accordingly, WNMI does not anticipate paying
dividends on the common stock in the foreseeable future. The payment of future
dividends will be at the sole discretion of WNMI's Board of Directors and will
depend on WNMI's general business condition.

FURTHER DILUTION MAY OCCUR IF WNMI ENTERS INTO ADDITIONAL SERVICE CONTRACTS IN
THE FUTURE, WHICH REQUIRES ISSUANCE OF MORE COMMON STOCK SHARES.

Assuming there was no change in the net tangible book value (net tangible book
value means total assets (exclusive of copyrights, patents, goodwill, research
and development costs and similar intangible items) minus total liabilities) of
WNMI after December 31, 2002 and taking into consideration $410,000 net proceeds

received from the sale of debentures our adjusted net tangible book value as
determined after the receipt of net proceeds from such maximum offering amount,
totaling $(1,714,712) will be .$(0.01) per share of common stock. This
represents an immediate increase in our net tangible book value of $0.01per
share of Common Stock to the Existing Stockholders, and an immediate dilution of
$0.022 per share to the investors purchasing shares of common stock in this
offering (the "New Stockholders").

The following table illustrates this per share dilution at December 31, 2002:

Offering Price per share of Common Stock (Avg)....................... $ 0.01

Adjusted net tangible book value (deficit) per share of
Common Stock at December 31, 2002
Before this Offering................................................. $(0.02)

Increase attributable to the Offering................................ $ 0.01

Adjusted net tangible book value (deficit)
per share of Common Stock
After this Offering.................................................. $(0.01)

Dilution in adjusted net tangible book
Value per share of Common Stock
to New Stockholders.................................................. $ 0.02

In addition, further dilution could occur in the future due to any contracts we
may enter into with third party entities for consulting or other services should
any additional Common Stock shares be issued for those consulting or other
services.

INFORMATION ABOUT FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements, which involve
substantial risks and uncertainties. These forward-looking statements can
generally be identified because the context of the statement includes words such
as "may," "will," "except," "anticipate," "intend," "estimate," "continue,"
"believe," or other similar words. Similarly, this prospectus also contains
forward-looking statements about our future. Forward-looking statements include
statements about our:

Plans, Objectives, Goals, Strategies, Expectations for the future, Future
performance and events, Underlying assumptions for all of the above and other
statements, which are not statements of historical facts.

These forward-looking statements involve risks and uncertainties discussed in
the risk factor section (see page 7), which could cause our actual results to
materially differ from our forward-looking statements. We make these
forward-looking statements based on our analysis of internal and external
historical trends, but there can be no assurance that we will achieve the
results set forth in these forward-looking statements. Our forward-looking
statements are expressed in good faith and we believe that there is a reasonable
basis for us to make them.

We have no obligation to update or revise these forward-looking statements to
reflect future events.

USE OF PROCEEDS

WNMI will not receive any of the proceeds from the sale of the shares of common
stock offered by the selling shareholders under this prospectus. There is a
warrant being issued with the current funding. If the warrant was exercised, the
maximum WNMI would receive are proceeds of approximately $10,000.

If the resale of the warrant shares fails to be registered pursuant to an
effective registration statement under the Securities Act, this warrant may
affect a cashless exercise, including a calculation of the number of shares of

Common Stock to be issued upon such exercise. In the event of a Cashless
Exercise, in lieu of paying the Exercise Price in cash, the holder shall
surrender this Warrant for that number of shares of Common Stock determined by
multiplying the number of Warrant Shares to which it would otherwise be entitled
by a fraction, the numerator of which shall be the difference between the then
current market price per share of the common stock and the exercise price, and
the denominator of which shall be the then current market price per share of
common stock. For example, if the holder is exercising 100,000 warrants with a
per warrant exercise price of $0.75 per share through a cashless exercise when
the Common Stock's current Market Price per share is $2.00 per share, the holder
will receive 62,500 shares of Common Stock.

The proceeds, if any, that WNMI receives from the exercise of warrants will be
used for working capital in support of the growing business.

WNMI will not be using either the credit line entered onto on October 27, 2000
or the credit line entered into on December 30, 2002.

The foregoing represents WNMI's current best estimate of our use of the proceeds
derived from the exercise of the warrants to purchase the shares of Common Stock
offered in this prospectus, if any, based upon our present plans, the state of
our business operations and current conditions in the industry in which we
operate. WNMI reserves the right to change the use of the proceeds if
unanticipated developments in our business, business opportunities, or changes
in economic, regulatory or competitive conditions, make shifts in the
allocations of proceeds necessary or desirable.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted on the Over-the Counter Bulletin Board, also
called the OTCBB, under the trading symbol "WNMI". The following table set forth
the quarterly high and low bid prices per share for our common stock. The bid
prices reflect inter-dealer prices, without retail markup, markdown, or
commission and may not represent actual transactions.

Fiscal Year Quarter Ended High Low
- ----------- ------------- ---- ---
2000 March 31, 2000 $0.69 $0.19
June 30, 2000 $0.51 $0.17
September 30, 2000 $0.20 $0.05
December 31, 2000 $0.09 $0.02

2001 March 31, 2001 $0.47 $0.02
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

2003 March 31, 2003 $0.03 $0.01
June 30, 2003 $0.02 $0.01
September 30, 2003 $0.01 $0.00

To date, WNMI has not declared or paid dividends on its common stock.

As of September 30, 2003, there were approximately 105 registered
shareholders of the WNMI's Common Stock.

Transfer Agent and Registrar

WNMI's transfer agent is Continental Stock Transfer and Trust Company,
17 Battery Place New York, NY 10004.

SUMMARY FINANCIAL INFORMATION

The summary historical financial data should be read in conjunction with the
financial statements (and notes thereto) of our Company and the "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included elsewhere in this Prospectus.

Year ended December 31, Six months ended June 30,
2002 2001 2003 2002
---- ---- ---- ----

(Audited) (Unaudited)

Total Revenue $ 2,323,849 $ 1,252,061 $ 533,250 $ 441,846
Total Operating Costs 1,403,628 871,044 1,085,136 491,545
------------ ------------ ------------ ------------

Gross Margin 920,221 381,044 (551,886) (49,699)
Salaries and Wages 542,086 349,736 308,803 251,634
Rent 154,938 98,013 64,871 46,524
General and Administrative 472,481 161,088 634,718 167,781
Other Operating Expenses 195,212 77,139 76,744 25,606

Provision for Income Taxes 1,380 800 (8,922) (400)
Other income (expenses), net (90,061) (26,795) (221,623) (29,890)
------------------------------- ------------------------------

Net Loss $ (535,937) $ (331,754) $ (782,431) $ (79,989)
=============================== ==============================

Weighted average Common
Shares outstanding 24,569,666 24,313,665 64,400,223 24,313,665
=============================== ==============================

Net income (loss) per share $ (0.02) $ (0.01) $ (0.01) $ (0.00)
=============================== ==============================

Total Assets $ 1,344,782 $ 241,308 $ 589,528 n/a
Total Liabilities $ 5,465,663 $ 303,011 $ 5,103,016 n/a
Shareholders' equity $ (4,120,881) $ (61,703) $ (4,513,488) n/a

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

GENERAL

On May 6, 2002, we sold off substantially all assets to a limited liability
company, Starbrand, LLC, in exchange for the assumption by Starbrand of certain
WNMI liabilites. The nature of the business which we sold to Starbrand was
involved in utilizing famous people such as sports figures or television
personalities, and having them lend their names to use as endorsements for
various food products or product lines which were distributed out into the
retail market. The assets which were sold to Starbrand comprised mainly of the
rights to the business and the intellectual property involved with FIXN. In this
transaction, FIXN retained approximately $2.6 million in liabilities, mainly in
the form of convertible notes. The purpose of the transaction between FIXN and
Starbrand, LLC was to try to try to create some value for the shareholders.
Despite the best efforts of management to increase revenues and to reduce costs
by significantly altering the product lines and by decreasing certain operating
expenses during the fiscal year ended December 31, 2001, FIXN sustained losses
from operations during the year of $(1,020,966). FIXN had been unable to raise
the required additional capital to finance is operations in their present form,
in part due to the debt burdens. FIXN believed that in order to maximize the
value of its common stock and ultimately maximize shareholder value, that it
should divest all of its present operations, sell substantially all of its
assets in exchange for the assumption of a significant portion of its
liabilities, and seek to acquire a new business. Thus FIXN was able to reduce
its debt load by selling substantially all of FIXN's assets and certain
liabilities. In exchange for the assumption of certain FIXN liabilities
amounting to approximately $938,000 as of December 31, 2001, FIXN sold
substantially all assets amounting to approximately $725,000 also as of December
31, 2001. At the time of transaction, Starbrand, LLC was controlled by Jason
Bauer, a former officer and director, who resigned from Famous Fixins upon the
closing of the transaction to initially manage Starbrand. Pursuant to the
definitive 14C Information Schedule filed on April 15, 2002, file number
000-27219, certain persons who voted in favor of this transaction had a
beneficial or equity interest in Starbrand, including Bauer, Roseworth Group
Ltd., Austost Anstalt Schaan, and Balmore Funds, S.A. A fairness opinion was not
obtained.

On December 27, 2002 we consummated an Agreement and Plan of Merger
("Agreement") whereby we combined FIXN Acquisition Sub, Inc., a Delaware
corporation and wholly owned subsidiary of FIXN, with Warning Model Management,
LLC, a California Limited Liability Company, ("Warning") which was organized in
September 1998. The purpose of the transaction was to acquire a public entity to
provide for national exposure of the business as well as a vehicle to obtain
financing. The control persons of Warning Model Management, LLC, were Steve
Chamberlin, George Furla, and Jeffrey Wong. The transaction has been accounted
for, as a reverse acquisition for accounting purposes and the continuing
business is that of Warning Model Management, LLC. Pursuant to the Agreement,
24,313,655 shares of common stock valued at $.01 and a three convertible notes
in the aggregate principal amount of $2,900,000 were issued to the Members of
Warning Model Management, LLC in exchange for 100% of FIXN Acquisition Sub,
Inc., a subsidiary of Famous Fixins, Inc. The surviving entity between the
Acquisition Sub and Warning Model Management, LLC., was the LLC.. The terms of
the transaction were negotiated between FIXN and WNMI, which indicates an arms
length transaction. The acquisition did not have a shareholder vote and a
fairness opinion was not obtained. Warning Model Management, Inc. owns 100% of
Warning Model Management, LLC and is its sole member.

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 are in process of negotiating with a financial
institution a credit line 2) $2,900,000 of our debt is with management and 3) we
are seeking additional outside financing. WNMI has in the past successfully
relied on private placements of common stock securities, bank debt and loans
from private investors to sustain operations. If WNMI is unable to obtain
additional funding in the future, it may be forced to curtail or terminate
operations.

WNMI is doing the following in its effort to reach profitability and to develop
the business:

o Cut costs in areas that add the least value to WNMI.
o Bring in new talent and faces.
o Developing existing talent to derive more income

RESULTS OF OPERATIONS

Six Months Ended June 30, 2003 Compared to June 30, 2002
- --------------------------------------------------------

Revenue for the six months period ended June 30, 2003 was $ 1,293,871 is
compared to $ 1,192,277 for the same period in 2002, or an increase of $ 101,594
as the result of an increase in WMNI's Model fees and Commercial commissions.
The increase in Model fees and Commercial commissions is in direct relationship
to the increase in number of the Models with WMNI.

Revenue is derived by booking models on assignments with the end users (e.g.
Macys Nordstrom etc). We take a commission from both the model and the clients
for print jobs and campaigns. The usual rate of commission is 20% from the model
and a service fee of 20% from the end user. After the models complete their
jobs, we then bill the user clients for the jobs. When we receive payment for
the jobs performed by the models, we take 20% of that payment as commission from
the model and 20% as a service fee from the end user. The remainder of the
payment is then paid to the model. We also book models and actors on Television
commercial assignments. We take a commission on these jobs as well, but if these
jobs run for many years, we are paid in the form of residuals. These same
principles apply to many forms of assignments we "book" for the models and
actors we represent. It may be in the form of a runway job, personal
appearances, acting assignments, clothes fitting or extra work.

Gross profit for the six months period ended June30, 2003 was $ 533,250 as
compared to $ 441,846 for the same period in 2002, or an increase of $ 91,404.
This increase in gross profit was attributable mainly to the increase in Model
fee revenues and an expanded commercial's commission.

Operating expenses for the six months period ending June 30, 2003 were $
1,085,136 as compared to $ 491,545 for the same period in 2002, or an increase
of $ 593,591. The increase in operating expenses were mainly attributable to: 1)
an increase in salaries and wages of $ 57,169 due to an increase in head count;
2) an increase in rent of $ 18,347 due to move to a larger office space; 3) an
increase in general and administrative of $ 466,937 which was mainly due to an
increase in bad debts of $ 90,441 and consulting fees of $ 286,483 4) an
increase business development of $ 45,894 and 5) an increase in depreciation and
amortization of $ 5,244

Interest expense was $ 239,140 for the six month period ending June 30, 2003 as
compared to $ 45,850 for the same period in 2002, or an increase of $ 193,290.
The increase in interest expense in 2003 was primarily an increase in the use of
WNMI's secured line of credit and loans payable

Other income was $ 17,548 for the six months ended June 30, 2003 as compared to
$15,960 for the same period ending June 30, 2002. The increase in other income
is mainly due to other miscellaneous income of $ 1,588.

The net (loss) for WNMI for the six month period ended June 30, 2003 was $
(782,431) compared to $(79,988) for the year ending June 30, 2002 for an
increase of $ 702,442.

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 WNMI'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 an expanded commercial's commission.

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 move to large 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 account 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 $19,420 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, miscellaneous items $ 17,670.

LIQUIDITY AND CAPITAL RESOURCES

Six Months Ended June 30, 2003 Compared to June 30, 2002
- --------------------------------------------------------

Net change in cash used in operating activities for the six months period ending
June 30,, 2003 was ($263,735) versus ($129,952) for the period ended June 30,
2002 for an increase of $ 133,783. This change in cash from operating activities
was principally due to an increase in loss of $ 702,442, an increase in accounts
payable of $ 237,539 offset by an increase in bad debt expense of $ -0-, common
issued for services of $316,324, increase in account receivable trade of
$237,539, and increase in advances to models of $113,163 and a decrease in model
fee payable of $106,930

Net cash provided by (used in) investing activities was ($2,304) and 3,108 for
the six months period ending June 30, 2003 and 2002, respectively. This change
is due to an increase in property and equipment.

Net cash provided by financing activities was ($170,242) and $127,239 for the
six months period ending June 30, 2003 and 2002, respectively, reflecting a
change of ($ 297,481). This decrease was principally due to payments made on the
secured line of credit of $946,821, payments on notes payable of $110,000 offset
by proceeds from convertible notes payable of $50,000, proceeds from notes
payable of $145,000, borrowings from the secured line of credit of $594,916 and
miscellaneous items of $ 30,576.

The secured line of credit had an interest rate of 3% per annum, payable monthly
on average outstanding. The credit agreement advanced 80% of receivables, and
was completely paid off as of July 1, 2003. We are currently planning to seek a
similar source of credit with similar terms.

On December 31, 2002, a $100,000 non refundable commitment fee was paid to
Mercator Momentum fund which was due upon the signing of equity line stock
purchase agreement on December 27, 2002. Subsequently, WNMI decided not to
pursue this equity line. This payment of $100,000 had a negative impact on the
operations of WNMI in that those funds had to be replaced through various
avenues, such as cost cutting and seeking additional funds.

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

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 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
fee 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 us needing 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, net increase of 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

WNMI's revenues have been insufficient to cover operating expenses. Therefore,
WNMI has been dependent on private placements of its common stock and issuance
of convertible notes in order to sustain operations. In addition, there can be
no assurances that the proceeds from private or other capital will continue to
be available, or that revenues will increase to meet WNMI's cash needs, or that
a sufficient amount of WNMI's common stock or other securities can or will be
sold or that any common stock purchase options/warrants will be exercised to
fund the operating needs of WNMI.

Management is of the opinion that sufficient working capital will be obtained
from operations and external financing to meet WNMI's liabilities and
commitments as they become payable. WNMI has in the past relied on private
placements of common stock securities, and loans from private investors to
sustain operations. However, if WNMI is unable to obtain additional funding in
the future, it may be forced to curtail or terminate operations. A recent
financing has been obtained and the underlying shares are being registered in
this registration statement (see "Selling shareholders" and "Recent financing"
on page 32). However, over the next twelve months an addition $400,000 will be
needed to sustain the business. In addressing that need, on July 9, 2003 we
issued a promissory note for $300,000, with interest at 1.5% per month payable
monthly starting thirty days after the issuance date, and shall mature within
one year after the issuance date, to the Michael T. Covell and Arline Covell
Revocable Trust for cash loaned to us in an effort to reach the $400,000 figure.

The following table summarizes commitments due over the following four years.

2003 2004 2005 2006
-------- --------- --------- ---------

Accounts Receivable financing
Stockholder Notes Payable $ 90,116
Accrued Salaries
Accrued Vacation
Convertible Notes Payable $1,161,984 $2,900,000 $500,000
Leases $157,023 $150,848 $68,097 $8,524

We have also investigated the use other sources of financing transactions
including the issuance of equity or debt securities, obtaining credit
facilities, or other financing mechanisms. However, the trading price of our
common stock and the downturn in the U.S. stock and debt markets has made it
difficult to obtain substantial financing through the issuance of equity or debt
securities. Even if we are able to raise the funds required, it is possible that
we could incur unexpected costs and expenses, fail to collect significant
amounts owed to us, or experience unexpected cash requirements that would force
us to seek alternative financing. Further, if we issue additional equity or debt
securities, stockholders may experience additional dilution or the new equity
securities may have rights, preferences or privileges senior to those of
existing holders of our common stock. If additional financing is not available
or is not available on acceptable terms, we may have to curtail our operations.

Prior to Warning Model Management taking over the operations, the following
securities were issued:

4% Convertible Debentures Payable
- ---------------------------------

On October 27, 2000, FIXN entered into an agreement with the three investors:
Roseworth Group Limited, Austost Anstalt Schaan, and Balmore S.A., 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. Since
these debentures matured on August 2001, they are classified as current and due
on demand. 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
at a conversion price of the lesser of (a) $.054 per share or (b) 80% of the
Market Price at 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. WNMI will not be pursuing the October 27, 2000 credit line and the 4%
debenture holders did not exercise their right to cause a redemption as part of
the present funding.

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 matured in July 2003, are classified as current and due on
demand. 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 net carrying value of the 4% debentures, gross less the unamortized bond
discount, is $1,116,273. Interest on the indebtedness is accrued through March
31, 2003.

5% Convertible Debentures Payable
- ---------------------------------

In May 2002 we issued a 5% convertible debenture for $33,850 with a $125 premium
to Amro International. The 5% Debenture holder is 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. These debentures
matured in May 2003, are classified as current and due on demand.

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

2003 2002
----------- -----------

Outstanding principal amount of 5% debentures $ 33,966 $ 33,975
Less unamortized discount for warrants issued - (9)
----------- -----------

Carrying amount $ 33,966 $ 33,966
=========== ===========

When Warning Model Management took over operations, the following securities
were issued:

10% Convertible Debentures Payable
- ----------------------------------

On December 30, 2002, WNMI (formerly FIXN) issued $500,000 in new three-year
convertible debenture with an interest rate of 10%, payable quarterly to
Mercator Momentum Fund L.P. These debentures are convertible in WNMI's common
stock at 85% of the average of the three lowest closing prices during the 20
days prior to the conversion. All these debentures are redeemable in cash due
one year from the date of issuance. The notes mature in December 2005, and are
classified as long-term. This note is due on December 27, 2005.

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, WNMI issued Common Stock Purchase Warrants
(collectively the Note Warrants) to purchase 1,000,000 shares of WNMI'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. Interest on the indebtedness is accrued
through March 31, 2003.

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

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

On February 6, 2003, Mercator Momentum Fund L.P., the holder of an assigned
portion of the 4% convertible debenture issued by Famous Fixins Inc. to
Roseworth Group Limited on October 27, 2000, elected to convert, $25,500 of the
outstanding principal amount of the debenture, into 5,000,000 shares of our
restricted common stock. This debenture matured in August 2001, is classified as
current and is due on demand.

On March 5, 2003, we issued a $48,000 promissory note ($40,000 principal with
20% interest) to Filter International, LTD. for cash loaned to us. This note was
due in 90 days. An extension was executed on June 5, 2003 for the note to be
payable by December 5, 2003.

On March 5, 2003, we issued another $20,000 promissory note, with interest at
10% per annum to Peter Benz for cash loaned to us. This note was completely paid
off in July 2003.

On May 15, 2003 we issued a promissory note for $100,000, with interest at 10%
per annum, which is due in 180 days, to the Momentum Fund L.P. for cash loaned
to us.

On June 16, 2003 we issued a promissory note for $40,000, with interest at 10%
per annum, which is due in 180 days, to George Furla for cash loaned to us.

On June 17, 2003 we issued a promissory note for $28,911, with interest at 10%
per annum, which is due in 180 days, to George Furla for cash loaned to us.

On July 9, 2003 we issued a promissory note for $300,000, with interest at 1.5%
per month, which is due monthly starting thirty days after the issuance date,
and shall mature within one year after the issuance date, to the Michael T.
Covell and Arline Covell Revocable Trust for cash loaned to us.

Convertible Notes Payable Due to certain shareholders and former Members of
- ---------------------------------------------------------------------------
Warning Model Management, LLC
- -----------------------------

The merger of Warning Model Management, LLC, and FIXN resulted in FIXN issuing
an aggregate of $2,900,000 principal amount of 4% convertible debentures due
December 27, 2004 to certain members of Warning Model Management, LLC: Stephen
Chamberlin ($1,160,000), George Furla ($1,450,000), and Jeffrey Wong ($290,000).
The common stock underlying these convertible notes are not being registered on
this registration statement.

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. WNMI will pay the principal of and
any accrued but unpaid interest due upon this Debenture on the Maturity Date.

The Holders of these Convertible Debentures are entitled, at their option, to
convert at any time, the principal amount of this Debenture or any portion
thereof, plus, at the Holder's election, any accrued and unpaid interest, into
shares of Common Stock of WNMI (the common stock of WNMI, 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.

Critical Accounting Policies and Estimates
- ------------------------------------------

This Management's Discussion and Analysis of Financial Condition and Results of
Operations discuss our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The preparation of these financial statements requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. On an on-going
basis, management evaluates its estimates and judgments, including those related
to revenue recognition, intangible assets, financing operations, and
contingencies and litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most significant
accounting estimates inherent in the preparation of our financial statements
include estimates as to the appropriate carrying value of certain assets and
liabilities which are not readily apparent from other sources, primarily
allowance for doubtful accounts and the recognition and classification of net
operating loss carry forwards between current and long-term assets. These
accounting policies are described in the notes to the consolidated financial
statements included in this document for the fiscal year ended December 31, 2002
and in the notes to the consolidated financial statements included with this
Form SB-2.

Legal
- -----

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

Operating Leases
- ----------------

Beginning at its inception, WNMI's principal executive offices were located in a
2,500 square foot facility at 9009 Beverly Boulevard, Suite 103, West Hollywood,
CA 90040. WNMI 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. WNMI obtained a lease
severance effective May 17, 2001.

On May 17, 2001, WNMI's principal executive offices relocated to a 3,479 square
foot facility at 9440 Santa Monica Boulevard, Suite 400, Beverly Hills, CA
90210. WNMI 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.

WNMI 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, WNMI leased an automobile under a 36-month non-cancelable
operating lease agreement. WNMI is obligated to pay $376 per month. This lease
is now over.

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

In November 2002, WNMI leased an automobile under a 40-month non-cancelable
operating lease agreement. WNMI 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
============

Capital Leases
- --------------

WMNIE maintains capital leases for some of its office equipment and for
accounting software designed specifically for WNMI'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.

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. This amount represents accounts
payable transferred to Starbands, LLC pursuant to the asset sale agreement. The
majority of this amount is due to the prior accountants. Warning Model
Management, Inc. has not been contacted by any of these creditors for payment in
over fourteen months. Thus, management's opinion is that this liability is
remote, and no reserve was needed. Additionally, it was inferred by the previous
accountants to Warning Model Management, Inc., that they were seeking payment
from Starbrand, LLC and not from the WNMI.

Inflation
- ---------

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

OTHER EVENTS:

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 FIXN off substantially all assets to a limited liability
company, Starbrand, LLC, in exchange for the assumption by Starbrand
of certain WNMI liabilities; and

The purpose of the transaction between FIXN and Starbrand, LLC was to
reduce FIXN's debt load by selling substantially all of FIXN's assets
and certain liabilities. In exchange for the assumption of certain FIXN
liabilities amounting to approximately $938,000 as of December 31,
2001, FIXN sold substantially all assets amounting to approximately
$725,000 as of December 31, 2001. At the time of transaction,
Starbrand, LLC was controlled by Jason Bauer, a former officer and
director, who resigned from Famous Fixins upon the closing of the
transaction to initially manage Starbrand. Also, pursuant to the
definitive 14C Information Schedule filed on April 15, 2002, file
number 000-27219, certain persons who voted in favor of this
transaction had a beneficial or equity interest in Starbrand, including
Bauer, Roseworth Group Ltd., Austost Anstalt Schaan, and Balmore Funds,
S.A.

2. Amended the FIXN's Certificate of Incorporation to increase the
authorized number of shares of 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 WNMI name from
Famous Fixins, Inc. to Warning Model Management, Inc., and concurrently
to change its OTCBB quotation symbol from FIXN to WNMI.

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.

OUR 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 May 6, 2002, we sold off substantially all assets to a limited liability
company, Starbrand, LLC, in exchange for the assumption by Starbrand of certain
WNMI liabilites. The purpose of the transaction between FIXN and Starbrand, LLC,
was despite the best efforts of management to increase revenues and to reduce
costs by significantly altering the product lines and by decreasing certain
operating expenses during the fiscal year ended December 31, 2001, FIXN
sustained losses from operations during the year of $(1,020,966). FIXN had been
unable to raise the required additional capital to finance is operations in
their present form, in part due to the debt burdens. FIXN believed that in order
to maximize the value of its common stock and ultimately maximize shareholder
value, that it should divest all of its present operations, sell substantially
all of its assets in exchange for the assumption of a significant portion of its
liabilities, and seek to acquire a new business. Thus FIXN was able to reduce
its debt load by selling substantially all of FIXN's assets and certain
liabilities. In exchange for the assumption of certain FIXN liabilities
amounting to approximately $938,000 as of December 31, 2001, FIXN sold
substantially all assets amounting to approximately $725,000 also as of December
31, 2001. At the time of transaction, Starbrand, LLC was controlled by Jason
Bauer, a former officer and director, who resigned from Famous Fixins upon the
closing of the transaction to initially manage Starbrand. Pursuant to the
definitive 14C Information Schedule filed on April 15, 2002, file number
000-27219, certain persons who voted in favor of this transaction had a
beneficial or equity interest in Starbrand, including Bauer, Roseworth Group
Ltd., Austost Anstalt Schaan, and Balmore Funds, S.A. A fairness opinion was not
obtained.

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 WNMI 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, acquisition target had no
operations.

Income is derived by booking models on assignments with end users. We take a
commission from both the model and the end user for print jobs (photos) and
modeling campaigns. In cases where our model or actor is on a television
commercial, we would earn a commission from these jobs. If the commercial runs
for many years, we would get paid in the form of residuals. The usual rate of
commission is 20% from the model and a service fee of 20% from the end user. Our
models are requested for jobs by our user clients and we negotiate the fee that
we will charge for the model's services. After the models complete their jobs,
we bill the user clients the negotiated fee. When we receive payment from the
user client, we take 20% of that payment as commission from the model and 20% as
a service fee from the end user. The remainder of the payment is then paid to
the model. We also book models and actors on Television commercial assignments.
We take a commission (usually 10% or more) on these jobs as well and if these
jobs run for many years, we are paid in the form of residuals. These same
principles apply to many forms of assignments we "book" for the models and
actors we represent. It may be in the form of a runway job, personal
appearances, acting gig, clothes fitting or extra work.

Our models contract with us via a talent agreement and they function as
independent contractors. The agreements with these models have no time period
duration. In addition, from month to month, there will be amounts due under such
agreements to certain models which can be seen in the "due to model" category on
the Balance Sheet. We provide models on an as-needed basis. As discussed, when
our models are requested for jobs by our user clients, we negotiate the fee that
we will charge for the model's services. Once the fee is agreed upon, the user
client issues us a purchase order. We do not have a written contract with our
end user clients. We provide advance costs for our model and actor clients, such
as rental fees for photo shooting locations, or photographer expenses. We deduct
these advances from payments due the models for work done on behalf of our end
user clients. Furthermore, since we provide models to these clients on an
as-needed basis, there are currently no material contracts in place.

WNMI tries to provide the fashion/retailing industry in California and other
Western States the level of modeling talent similar to that usually only found
in New York and Paris. We feel 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.
Facilitating this service is our website which contains a copy of the portfolios
of all of the models we represent. Our website (www.warningmodels.com) is a
fully functioning tool whereby clients can immediately access the models
portfolios and we can follow up with marketing packages. Our website contains
information regarding the agency but primarily holds pictures of all the
approximately 250 models that we represent. The site allows us to direct both
our clients and end users to these web pages without them having lengthy
downloads of photos. This saves a lot of time as it replaces the expensive and
delay of transporting bulky books across country. To access the website, a login
name and password is required.

The domain name www.warningmodels.com is registered to Integrated Micro Systems.
We have an agreement in place that they maintain the functionality of the site
but we are responsible for the content. The agreement between WNMI and
Integrated Micro Systems is a verbal agreement in which we pay a monthly fee of
$1000 for Integrated Micro Systems to maintain the site. Integrated Micro
Systems owns the website and has licensed all rights to WNMI. The license fee is
included in the monthly fee.

The website is currently a password protected site as it is purely a function
tool whereby clients can immediately access the models portfolios and we can
send packages.

For the year ending December 31, 2003 the five largest end user clients and
their percentage of our total revenue for that year were Macy's (11.2%), Wet
Seal/Contempo (8.6%), St. John Knits (5.6%), Nordstrom Advertising (4.3%) and
Berlin, Cameron & Partners (4%).

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 concentrate our presence in the United
States, with our base of operations in Los Angeles, California. We choose Los
Angeles because of its 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.

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 and high-end designers that
represent a source of bookings and revenue.

Each model has a portfolio that is developed by WNMI that serves as a critical
business development component. The portfolio contains a pictorial
representation of past assignments, various poses and technical information such
as height, weight, shoe size, etc. The end user can then request representative
portfolio samples or can go directly to WNMI's web site to view individual
models and their portfolios. We believe that our web site adds a convenience
factor to our business in that it allows customers and prospects to see all of
our potential modeling talent. The online element 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. WNMI can benefit at each
stage, collecting a fee as part of the model's print or commercial shoot.

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.

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.

In regards to non-brand name agencies, we are not aware of any that are market
leaders or are major competition to our position. Warning Model Management
Inc.'s staff is fully derived of long term agents that have all worked
previously on the west coast for all of the brand name agents. From our
experience there is a shortage of qualified staff that have worked in the
industry for any length of time and many of the newer, smaller non brand
agencies and even the brand named ones have great difficult attracting
experienced staff.

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.

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 WNMI's representatives while in the course of everyday
activities.

As part of the process, if the model agrees to have WNMI represent them, an
agreement is executed between WNMI and the model that delineates
responsibilities, payment and other terms. WNMI 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.

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.

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, and concessions. We do maintain royalty
agreements between the models and talent and our company that are part of the
standard model agreement.

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

WNMI 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.

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.

Costs and effects of compliance with environmental laws (federal, state and
- ---------------------------------------------------------------------------
local)
- ------

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

DESCRIPTION OF PROPERTY

As of December 31, 2002 WNMI 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.

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.

MANAGEMENT

The following table sets forth the names, ages and all positions with WNMI
currently held by each person who may be deemed an executive officer of WNMI.
Executive officers serve at the discretion of the Board of directors. Unless
otherwise noted, all references to WNMI include Warning Model Management, Inc.
and all its wholly owned subsidiaries:

The following table sets forth the directors and executive officers of
the WNMI:

Name Age Position with Company Since
- ---- --- ------------------------------------ -----

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

Michael Rudolph: Michael Rudolph was appointed Director and Chief Executive
Officer of Warning Model Management, 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, ("WAMM") since 1998. When WAMM merged with Famous
Fixins, Inc. in December 2002, Mr. Chamberlin's role as managing partner did not
change, where Mr. Chamberlin continued to serve as managing partner. 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: Mr. 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 has held senior financial
management positions with various entities. Since February, 1998 through March
2000, Mr. Tepper was Controller of Operations for Time/Warner/Village Roadshow
Pictures joint venture. Prior to that Mr. Tepper has over 30 years of experience
as senior management in accounting and finance , principally in the
entertainment industry 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 WNMI'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.

WNMI continues to actively seek qualified and competent individuals to serve on
our Board. Currently, the Board has two directors, however, WNMI has never
encountered a situation where there is a tie-vote by the Board. However, WNMI
will continue to seek individuals to serve on our Board in order to prevent
issues in occurrences where there is a tie-vote by the board.

WNMI 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

Section 16(a) of the Securities Exchange Act of 1934 requires WNMI's directors
and executive officers, and persons who own more than 10% of a registered class
of WNMI'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 WNMI. Officers, directors and greater than 10%
shareholders are required by SEC regulations to furnish WNMI with copies of all
Section 16(a) forms they file.

To WNMI's knowledge, based solely on its review of the copies of such reports
furnished to WNMI 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.

EXECUTIVE COMPENSATION

The following tables set forth certain information regarding our CEO and each of
our most highly-compensated executive officers fiscal year ending December 31,
2002, 2001 and 2000. This information contains certain information only about
Warning Model Management Inc.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ --------------------- -------
NAME AND RESTRICTED SECURITIES
PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY(1) BONUS COMPENSATION AWARD(S) OPTIONS(#) PAYOUTS COMPENSATION
- ------------------- ---- ------ ----- --------------- ---------- ----------- ------- ------------

Michael Rudolph 2002 $0 0 $15,000 (2) 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
CFO

(1) none of the above officers have employment agreements.
(2) represents income from a consulting agreement from June through December
2002.

OPTIONS GRANTED IN THE LAST FISCAL YEAR

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

FISCAL YEAR-END OPTION EXERCISES AND OPTION VALUES

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

EMPLOYEE COMPENSATION

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to WNMI with respect to
the beneficial ownership of WNMI's common stock as of April 30, 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 WNMI's directors and executive officers,
and (iii) all officers and directors of WNMI as a group. Except as otherwise
listed below, the address of each person is c/o Warning Model Management, Inc.,
9440 Santa Monica Boulevard, Suite 400, Beverly Hills, CA 90210,

Name and Address Number of Shares Percent of (2) Percent of (3)
Of Beneficial Owner beneficially class prior class after
Owned (1) to offering offering
- ---------------------------------- ---------------- -------------- --------------

George Furla 12,156,827 15.0% 9.8%
None managing
Member of Warning Model
Management, LLC

Jeffrey Wong 2,431,366 3.0% 1.9%
None managing
Member of Warning Model
Management, LLC

Peter Benz 5,000,000 6.1% 4.0%

Howard Schraub 5,000,000 6.1% 4.0%
8638 Rueffe Monte Carlo
La Jolla, CA 92037

Mercator Momentum Fund, LP(4) 166,764,705 (10) 69 % 58%

Roseworth Group Limited(5) 164,125,000 (11) 67% 57%
c/o Beacon Capital Management
Harbour House, 2nd Floor
Waterfront Drive
Road Town, Tortola, BVI

Balmore Funds, S.A.(6) 124,150,000 (12) 61% 50%
Trident Chambers
Road Town, Tortola, BVI

Austost Anstalt Schaan (7) 103,350,000 (13) 56% 46%
Landstrasse 163
9494 Furstenweg
Vaduz, Liechtenstein

AMRO International, S.A. (8) 11,041,875 (14) 12% 8%
Grossmuensterplatz 6
Zurich, CH-8022, Switzerland

ALPHA Capital AG (9) 16,250,000 (15) 17% 12%
Pradafant
79490 Furstentums, Vaduz
Liechtenstein

Directors and Officers

Steve Chamberlin 9,725,462 12% 8%
Director,
Managing Member of Warning

Michael Rudolph 0 0% 0%
Director

Stanley Tepper 0 0% 0%
CFO

Officers and Directors as a group 9,725,462 12% 8%

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

(1) Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of June 16, 2003 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person. 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.

(2) Percentage based on 80,923,834 shares of common stock outstanding as of June
30, 2003, plus shares underlying each shareholders convertible note.

(3) Percentage based on 123,590,501 shares of common stock outstanding, plus
shares underlying each shareholders convertible note.

(4) Mercator Momentum Fund LP is a private investment fund that is in the
business of investing publicy-traded securities for their own accounts and is
structured as a limited liability company whose members are the investors in the
fund. The General Partner of the fund is Mercator Advisory Group, a (California)
limited liability company which manages the operations of the fund. Mr. David
Firestone is the managing member of Mercator Momentum Fund, LP. As the control
person of the shares owned by Mercator Momentum Fund LP, Mr. David Firestone may
be viewed as the beneficial owner of such shares pursuant to Rule 13d-3 under
the Securities Exchange Act of 1934.

(5) Roseworth Group Limited. In accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, Hans Gassner may be deemed a control person of the shares
owned by such entity. Roseworth Group Limited is a private investment fund that
is in the business of investing publicy-traded securities for their own accounts
and is owned by all its investors and managed by Hans Gassner.

(6) Balmore Funds, S.A. In accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, Francois Morax may be deemed a control person of the
shares owned by such entity. Balmore S.A. is a private investment fund that is
in the business of investing publicy-traded securities for their own accounts
and is owned by all its investors and managed by Francois Morax.

(7) Austost Anstalt Schaan In accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, Thomas Hacki may be deemed a control person of the shares
owned by such entity. Austost Anstalt Schaan is a private investment fund that
is in the business of investing publicly-traded securities for their own
accounts and is owned by all its investors and managed by Thomas Hacki.

(8) AMRO International, S.A: In accordance with Rule 13d-3 under the Securities
Exchange Act of 1934, H.U. Bachofen may be deemed a control person of the shares
owned by such entity. AMRO International, S.A. is a private investment fund that
is in the business of investing publicy-traded securities for their own accounts
and is owned by all its investors and managed by H.U. Bachofen.

(9) Alpha Capital Aktiengesellschaft: In accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, Konard Ackerman may be deemed the control
person of the shares owned by such entity. ALPHA Capital AG is a private
investment fund that is owned by all its investors and managed by Mr. Ackerman.

(10) Concerning Mercator Momentum Fund LP: Assuming $500,000 of Convertible
Debentures plus one year of interest ($50,000) converted at eighty five percent
(85%) of stock price of $0.004 plus 5,000,000 shares previously issued.

(11) Concerning Roseworth Group Limited: Assuming $505,000 of Convertible
Debentures plus one year of interest ($20,200) converted at eighty five percent
(80%) of stock price of $0.004.

(12) Concerning Balmore Funds, S.A: Assuming $382,000 of Convertible Debentures
plus one year of interest ($15,280) converted at eighty five percent (80%) of
stock price of $0.004.

(13) Concerning Austost Anstalt Schaan: Assuming $318,000 of Convertible
Debentures plus one year of interest ($12,720) converted at eighty five percent
(80%) of stock price of $0.004.

(14) Concerning AMRO International, S.A: Assuming $33,975 of Convertible
Debentures plus one year of interest ($1,359) converted at eighty five percent
(80%) of stock price of $0.004.

(15) Concerning ALPHA Capital AG: Assuming a $50,000 of Convertible Debenture
plus one year of interest ($2,000) converted at eighty five percent (80%) of
stock price of $0.004.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Chamberlin has been advanced money for costs and expenses relating to model
expenses and travel of $38,546. The advances are due on demand and
non-interesting bearing.

On April 4th and on April 15, 2003 we issued promissory notes for $10,000 with
interest at 10% per annum respectively to George Furla for cash loaned to WNMI
in a transaction deemed to be exempt under Section 4(2) of the Securities Act of
1933 as a sale of securities not involving a public offering.

On May 15, 2003 we issued a promissory note for $100,000 with interest at 10%
per annum to the Momentum Fund L.P. for cash loaned to WNMI in a transaction
deemed to be exempt under Section 4(2) of the Securities Act of 1933 as a sale
of securities not involving a public offering.

On June 16, 2003 we issued a promissory note for $40,000 to George Furla with
interest at 10% per annum for cash loaned to WNMI in a transaction deemed to be
exempt under Section 4(2) of the Securities Act of 1933 as a sale of securities
not involving a public offering.

On June 17, 2003 we issued a promissory note for $28,911 with interest at 10%
per annum to George Furla for cash loaned to WNMI in a transaction deemed to be
exempt under Section 4(2) of the Securities Act of 1933 as a sale of securities
not involving a public offering.

On July 9, 2003 we issued a promissory note for $300,000 with interest at 1.5%
per month to the Michael T. Covell and Arline Cowell Revocable Trust for cash
loaned to WNMI in a transaction deemed to be exempt under Section 4(2) of the
Securities Act of 1933 as a sale of securities not involving a public offering.

DESCRIPTION OF SECURITIES

GENERAL
- -------

Our authorized capital stock consists of 800,000,000 shares of Common Stock at
$.001 par value, of which 80,923,834 shares are issued and outstanding at June
30, 2002.

The following is a description of the securities of WNMI taken from provisions
of our Company's Articles of Incorporation and By-laws, each as amended. The
following description is a summary of the material terms in our articles of
incorporation and bylaws, as currently in effect.

Common Stock

The holders of the common stock are entitled to cast one vote for each share
held of record on all matters presented to stockholders. The holders of common
stock do not have cumulative voting rights, which means that the holders of more
than 50% of the outstanding shares voting for the election of our directors can
elect all of the directors, and in such an event, the holders of the remaining
shares will be unable to elect any of our directors.

Our certificate of incorporation does not provide that the holders of common
stock have any preemptive right.

The holders of the outstanding shares of common stock are entitled to receive
dividends out of assets legally available at such times and in such amounts as
the Board of Directors may from time to time determine, subject to the rights of
the holders of our preferred stock. Upon our liquidation, dissolution, or
winding up, our assets, which are legally available for distribution to the
stockholders, will be distributed equally among the holders of the shares.

We have never paid any cash dividends on the common stock. Future cash
dividends, if any, will be at the discretion of our Board of Directors and will

depend upon, among other things, our future operations and earnings, capital
requirements and surplus, general financial condition, contractual restrictions,
and such other factors as the Board of Directors may deem relevant.

WARRANTS AND OPTIONS:
- ---------------------

On December 30, 2002, WNMI issued one Warrant to purchase 1,000,000 shares of
common stock of WNMI to Mercator Momentum Fund at a per share exercise price of
$0.01. This warrant will expire in four years. The underlying shares of this
warrant are being registered in this registration statement. WNMI shalll be
entitled, on any day on which the market closing price of the common stock for
thirty (30) consecutive trading days is equal to or greater than $3.00, to
require the warrant holder to exercise this warrant at any time during a thirty
(30) trading day period following the date that WNMI gives notice of such
mandatory exercise to the holder.

PENNY STOCK DISCLOSURE REQUIREMENTS:
- ------------------------------------

See discussion in risk factor section, page 8, with the heading "Penny Stock
issues may be difficult for an investor to dispose of."

SELLING SHAREHOLDERS

SHARES ELIGIBLE FOR FUTURE SALE
- -------------------------------

On the date of this offering, WNMI has 80,923,834 shares of Common Stock
outstanding. Sales of a substantial number of shares of WNMI's Common Stock in
the public market following this offering could adversely affect the market
price of the Common Stock. WNMI is registering with this document 44,166,667
shares of Common Stock for resale, all of which will be freely tradable without
restriction or further registration under the Securities Act. 41,666,667 of the
underlying common shares that are being registered through this document pertain
to the 10%, $500,000 convertible debenture held by Mercator Momentum Fund, L.P.

The Shares being offered for resale by our Selling Stockholders are issuable in
accordance with ss. 4(2) and Rule 506 under the Securities Act of 1933, as
amended (the "Securities Act"),

RECENT FINANCING
- ----------------

SELLING SHAREHOLDER TABLE

The table below sets forth information concerning the resale of shares of Common
Stock by the Selling Stockholder. We will not receive any proceeds from the
resale of the Common Stock by the Selling Stockholder nor will we receive
proceeds from the exercise of the warrants.

Assuming the Selling Stockholder sells all the shares registered below, the
Selling Stockholder will no longer continue to own any shares of our Common
Stock.

The following table also sets forth the name of the person who is offering
shares of common stock by this prospectus, the number of shares of common stock
beneficially owned by such person, the number of shares of common stock that may
be sold in this offering and the number of shares of common stock such person
will own after the offering, assuming he sells all of the shares offered.

Shares Beneficially * Shares Shares Beneficially
Owned Offered Owned After Offering
Selling Prior to the For If All Offered
Stockholder Offering Sale (4) Shares Are Sold
- ----------- ----------------- -------- -------------------
Number of Shares Percentage (2) Number of Shares Percentage

Mercator Momentum Fund, LLP (1)(2) 3,965,267 4.9% 42,666,667 0 0%
Jason Bauer (3) 1,500,000 1.8% 1,500,000 0 0%

* The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any other
purpose. Under such rule, beneficial ownership includes any shares as to which
the selling stockholder has sole or shared voting power or investment power and
also any shares, which the selling stockholder has the right to acquire within
60 days. The actual number of shares of common stock issuable upon the
conversion of the debentures and exercise of the debenture warrants is subject
to adjustment depending on, among other factors, the future market price of the
common stock, and could be materially less or more than the number estimated in
the table.

Mercator Momentum Fund, LLP does not hold any position or office, or has had any
material relationship with us or any of our affiliates within the past three
years, however Jason Bauer was WNMI's former CEO, who resigned in June 2002 and
is no longer affiliated with us.

The selling shareholders are not a broker-dealers or affiliates of a
broker-dealer.

(1) The Mercator Momentum Fund, L.P. is a private investment fund that is
owned by all its investors and managed by its general partner, Mercator
Advisory Group, LLC., a Registered Advisor. The managing partner is
David Firestone. Mercator is the selling shareholder for both the
41,666,667 shares underlying the convertible debenture and the
1,000,000 shares underlying the warrant issued in connection with the
convertible debenture.

(2) Percentages are based on 80,923,834 shares of our common stock
outstanding as of June 30, 2003.

(3) Represents restricted shares for services performed. On August 28,
2002, we issued 1,500,000 shares to Jason Bauer for past moneys owed to
him, for approximately $40,000, by Famous Fixins, and also as
compensation fees of approximately $10,000 for his part in bringing the
Starbrand deal to the WNMI. This equated to approximately $0.03 cents
per share based on the shares issued and moneys and compensation owed.

(4) This column represents the total number of shares of common stock that
each selling security holder intends to sell, based on the current
market price at the time the registration statement was first filed.

PLAN OF DISTRIBUTION

Each selling stockholders will most likely sell their shares on the open market.
Our stock is quoted on the OTCBB under the symbol WNMI.

Therefore, the selling stockholders may, from time to time, sell any or all of
their shares of common stock on any stock exchange, market, or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. There is no assurance that the selling stockholders
will sell any or all of the common stock in this offering. The selling
stockholders may use any one or more of the following methods when selling
shares:

o Ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers.

o Block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction.

o Purchases by a broker-dealer as principal and resale by the
broker-dealer for its own account.

o An exchange distribution following the rules of the applicable
exchange

o Privately negotiated transactions

o Short sales or sales of shares not previously owned by the seller

o Broker-dealers may agree with the selling stockholders to sell a
specified number of such shares at a stipulated price per share

o A combination of any such methods of sale any other lawful method

The selling stockholders may also engage in:

o Short selling against the box, which is making a short sale when
the seller already owns the shares.

o Other transactions in our securities or in derivatives of our
securities and the subsequent sale or delivery of shares by the
stockholder.

o Pledging shares to their brokers under the margin provisions of
customer agreements. If a selling stockholder defaults on a
margin loan, the broker may, from time to time, offer to sell the
pledged shares.

Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from selling stockholders in amounts to be negotiated. If any
broker-dealer acts as agent for the purchaser of shares, the broker-dealer may
receive commission from the purchaser in amounts to be negotiated. The selling
stockholders do not expect these commissions and discounts to exceed what is
customary in the types of transactions involved.

The selling stockholders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a selling stockholders defaults on
a margin loan, the broker may, from time to time, offer and sell the pledged
shares. The selling stockholders and any other persons participating in the sale
or distribution of the shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations under
such act, including, without limitation, Regulation M. These provisions may
restrict certain activities of, and limit the timing of purchases and sales of

any of the shares by, the selling stockholders or any other such person. In the
event that the selling stockholders are deemed affiliated purchasers or
distribution participants within the meaning of Regulation M, then the selling
stockholders will not be permitted to engage in short sales of common stock.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or
exemptions. In regards to short sells, the selling stockholder can only cover
its short position with the securities they receive from us upon conversion. In
addition, if such short sale is deemed to be a stabilizing activity, then the
selling stockholder will not be permitted to engage in a short sale of our
common stock. All of these limitations may affect the marketability of the
shares.

The selling stockholders and any broker-dealers or agents that are involved in
selling the shares may be considered to be "underwriters" within the meaning of
the Securities Act for such sales. An underwriter is a person who has purchased
shares from an issuer with a view towards distributing the shares to the public.
In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the shares purchased by them may be considered to be
underwriting commissions or discounts under the Securities Act.

Because the following selling shareholder is an "underwriter" within the meaning
of Section 2(a)(11) of the Securities Act, they will be subject to the
prospectus delivery requirements:

o Mercator Momentum Fund, LLP

We are required to pay all fees and expenses incident to the registration of the
shares in this offering. However, we will not pay any commissions or any other
fees in connection with the resale of the common stock in this offering. We have
agreed to indemnify the selling shareholders and their officers, directors,
employees and agents, and each person who controls any selling shareholder, in
certain circumstances against certain liabilities, including liabilities arising
under the Securities Act. Each selling shareholder has agreed to indemnify WNMI
and its directors and officers in certain circumstances against certain
liabilities, including liabilities arising under the Securities Act.

If the selling stockholder notifies us that they have a material arrangement
with a broker-dealer for the resale of the common stock, then we would be
required to amend the registration statement of which this prospectus is a part,
and file a prospectus supplement to describe the agreements between the selling
stockholder and the broker-dealer.

LEGAL PROCEEDINGS

None

EXPERTS

The financial statements of Warning Model Management, Inc. at December 31, 2002
and 2001 as appeared in the prospectus.

The financial statements of WNMI at December 31, 2002, appearing in this
Prospectus and Registration Statement have been audited by Pohl, McNabola, Berg
& Company, LLP, independent auditors, as set forth in their report thereon
appearing elsewhere herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

Legal matters concerning the issuance of shares of common stock offered in this
registration statement will be passed upon by Naccarato & Associates, Owen
Naccarato, Esq.

OTHER AVAILABLE INFORMATION

We are subject to the reporting requirements of the Securities and Exchange
Commission (the "Commission"). We file periodic reports, proxy statements and
other information with the Commission under the Securities Exchange Act of 1934.
We will provide without charge to each person who receives a copy of this
prospectus, upon written or oral request, a copy of any information that is
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless the exhibits are themselves
specifically incorporated by reference). Requests should be directed to: Michael
Rudolph

We have filed a registration statement on Form SB-2 under the Securities Act of
1933 Act with the Commission in connection with the securities offered by this
Prospectus. This Prospectus does not contain all of the information that is the
registration statement, you may inspect without charge, and copy our filings, at
the public reference room maintained by the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549. Copies of this material may also be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington,
D.C. 20549, at prescribe rates.

Information about the public reference room is available from the commission by
calling 1-800-SEC-0330.

The commission maintains a web site on the Internet that contains reports, proxy
and information statements and other information regarding issuers that file
electronically with the commission. The address of the site is www.sec.gov.
Visitors to the site may access such information by searching the EDGAR archives
on this web site.

We have not authorized anyone to provide you with any information that is
different.

The selling security holders are offering to sell, and seeking offers to buy,
shares of common stock only in jurisdictions where such offers and sales are
permitted.

The information contained in this Prospectus is accurate as of the date of this
prospectus. We will keep this prospectus up to date and accurate.

FINANCIAL STATEMENTS

OUR FINANCIAL STATEMENTS BEGIN ON PAGE F-1

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

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.

FAMOUS FIXINS, INC.
(SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2002 AND 2001

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................................................F-1

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

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

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

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

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

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

FAMOUS FIXINS, INC.
(SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2002 AND 2001

ASSETS 2002 2001
---------------- --------------
Current Assets

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
================ ===============

(continued)

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

F-2

FAMOUS FIXINS, INC.
(SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF DECEMBER 31, 2002 AND 2001

LIABILITIES AND EQUITY 2002 2001
--------------- ---------------
Current Liabilities

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
=============== ===============

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

F-3

FAMOUS FIXINS, INC.
(SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDING DECEMBER 31, 2002 AND 2001

2002 2001
------------------ --------------------
Revenues

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
================== ===================

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

F-3

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

Common Stock Additional
-------------------------- Paid-In Accumulated
Shares Amount Capital Deficit Total
---------- ----------- ----------- ----------- ----------

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)
=========== =========== =========== =========== ===========

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

F-5

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

2002 2001
----------- -----------
Operating Activities:

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

(continued)

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

F-6

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

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

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:
otes receivable
N $ 64,500 $ -
Accrued liabilities (81,380) -
Convertible debentures (4,132,691) -
Unamortized bond discount 522,095 -
--------------- ------------
Total reclassification of equity $ (3,627,476) $ -
=============== ============

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

F-7

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.

F-8

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.

F-9

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.

F-10

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.

F-11

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.

F-12

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

F-13

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

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.

F-14

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.

F-15

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 (800)
(1,380)
------------- --------

$ (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:

Federal State Local
------------- ------------- -----------
Deferred tax asset

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 $ - $ - $ -
============= ============= ===========

F-16

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.

F-17

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.

F-18

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.

F-19

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
=============

F-20

FAMOUS FIXINS, INC.
(SUCCESSOR TO WARNING MODEL MANAGEMENT, LLC)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND 2001

F-21

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

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:

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)
================

F-22

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:

December 31, 2002 December 31, 2001
------------------ ------------------

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)

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:

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

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 $ -
============= ==============

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

F-23

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.

F-24

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)

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.

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:

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

Outstanding principal amount of 5% debentures $ 33,975 $ -
Less unamortized discount for warrants issued (9) -
---------- ----------
Carrying amount $ 33,966 $ -
========== ==========

F-25

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.

F-26

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.

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.

F-27

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.

F-28

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:

Number of Weighted Range of Average Exercise
Warrants Exercise Prices Price
----------- ------------------ -----------------

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

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.

F-29

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.

F-30

WARNING MODEL MANAGEMENT, INC.
(F/K/A FAMOUS FIXINS, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003

WARNING MODEL MANAGEMENT, INC.
(F/K/A FAMOUS FIXINS, INC.)

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2003

C O N T E N T S

Page

Consolidated Balance Sheets................................1 - 2

Consolidated Statements of Operations..........................3

Consolidated Statements of Cash Flows......................4 - 5

Notes to the Financial Statements.........................6 - 20

WARNING MODEL MANAGEMENT, INC.
(F/K/A FAMOUS FIXINS, INC.)
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2003 AND DECEMBER 31, 2002

June 30, December 31,
2003 2002
-------------------- -------------------
ASSETS (unaudited) (audited)

Current Assets
Cash and cash equivalents $ 67,141 $ 503,422
Accounts receivable, net of reserve for doubtful
of $61,332 and $63,422, respectively 126,524 332,823
Advances to models, net of reserve of
$166,180 and $41,180, respectively 306,070 419,233
Advances to officer 28,040 28,040
Prepaid expenses 2,780 2,734
-------------------- -------------------

Total Current Assets 530,555 1,286,252
-------------------- -------------------

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

101,277 98,973

Accumulated depreciation (52,304) (40,443)
-------------------- -------------------

Total Property and Equipment 48,973 58,530
-------------------- -------------------

Other Assets
Deposit 10,000 -
-------------------- -------------------

Total Other Assets 10,000 -
-------------------- -------------------

Total Assets $ 589,528 $ 1,344,782
==================== ===================

(continued)

See accompanying notes to these financial statements.

- 1 -

WARNING MODEL MANAGEMENT, INC.
(F/K/A FAMOUS FIXINS, INC.)
CONSOLIDATED BALANCE SHEETS (CONTINUED)
JUNE 30, 2003 AND DECEMBER 31, 2002

June 30, December 31,
2003 2002
-------------------- -------------------
LIABILITIES AND EQUITY (unaudited) (audited)

Current Liabilities
Accounts payable and accrued expenses $ 240,867 $ 445,266
Model fees payable 213,016 319,946
Model reserves 35,744 26,955
Line of credit 48,987 51,036
Notes payable 201,783 166,783
Advances from shareholders 113,788 52,000
Accrued interest - convertible debentures 101,692 17,517
Taxes payable 5,960 5,160
Current portion - capital leases 14,924 17,219
Secured line of credit 15,495 367,400

Convertible debentures 1,170,487 1,175,739
-------------------- -------------------

Total Current Liabilities 2,162,743 2,645,021
-------------------- -------------------

Long Term Liabilities
Convertible debentures 448,309 403,087
Convertible notes payable to shareholders 2,473,295 2,390,105
Capital leases 18,669 27,450
-------------------- -------------------

Total Long Term Liabilities 2,940,273 2,820,642
-------------------- -------------------

Equity
Common stock - 800,000,000 authorized, par value $0.001,
80,923,834 and 44,673,834 issued and outstanding for
2003 and 2002, respectively 80,924 44,674
Additional paid-in capital 450,809 97,235
Accumulated deficit (5,045,221) (4,262,790)
-------------------- -------------------

Total Equity (4,513,488) (4,120,881)
-------------------- -------------------

Total Liabilities and Equity $ 589,528 $ 1,344,782
==================== ===================

See accompanying notes to these financial statements.

- 2 -

WARNING MODEL MANAGEMENT, INC.
(F/K/A FAMOUS FIXINS, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002

Three months ended June 30, Six months ended June 30,
------------------------------------ -----------------------------------
2003 2002 2003 2002
----------------- ----------------- ----------------- -----------------
(unaudited) (unaudited) (unaudited) (unaudited)

Revenues
Revenues $ 716,639 $ 665,005 $ 1,293,871 $ 1,192,277
Costs of revenues (411,399) (369,787) (760,621) (750,431)
----------------- ----------------- ----------------- -----------------

305,240 295,218 533,250 441,846
----------------- ----------------- ----------------- -----------------

Operating Expenses
Salaries and wages 153,878 126,490 308,803 251,634
Rent 27,714 18,255 64,871 46,524
General and administrative 219,351 167,781 634,718 167,781
Business development 31,537 3,654 64,883 18,989
Depreciation and amortization 5,823 3,853 11,861 6,617
----------------- ----------------- ----------------- -----------------

Total Operating Expenses 438,303 320,033 1,085,136 491,545
----------------- ----------------- ----------------- -----------------

Other Income (Expense)
Interest income - - 468 -
Other income 10,556 7,980 17,548 15,960
Interest expense (123,980) (27,304) (239,140) (45,850)
Other expense (499) - (499) -
----------------- ----------------- ----------------- -----------------

Total Other Income (Expense) (113,923) (19,324) (221,623) (29,890)
----------------- ----------------- ----------------- -----------------

Net Loss Before Income Taxes (246,986) (44,139) (773,509) (79,589)

Provision for Income Taxes (7,942) (200) (8,922) (400)
----------------- ----------------- ----------------- -----------------

Net Loss $ (254,928) $ (44,339) $ (782,431) $ (79,989)
================= ================= ================= =================

Net loss per share - basic $ (0.00) $ (0.00) $ (0.01) $ (0.00)
================= ================= ================= =================
Net loss per share - diluted $ (0.00) $ (0.00) $ (0.01) $ (0.00)
================= ================= ================= =================

Number of share used in calculation - basic 71,682,167 24,313,665 64,400,223 24,313,665
================= ================= ================= =================
Number of share used in calculation - diluted 71,682,167 24,313,665 64,400,223 24,313,665
================= ================= ================= =================

See accompanying notes to these financial statements.

- 3 -

WARNING MODEL MANAGEMENT, INC.
(F/K/A FAMOUS FIXINS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

2003 2002
---------------- ---------------

Operating Activities:
Net Loss
Adjustments to reconcile loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 11,861 6,617
Bad debt expense 125,000 13,953
Other (2,090) (2,589)
Bond and warrant discount amortization 98,660 -
Common stock issued for services 316,324 -

Changes in operating assets and liabilities:
Accounts receivable - trade 83,389 (151,322)
Advances to models 113,163 (78,070)
Prepaid expenses (46) -
Advances to officer - (5,724)
Deposits (10,000) -
Bank overdraft - 31,872
Accounts payable and accrued expenses (204,399) 29,128
Model fees payable (106,930) 55,561
Model reserves 8,789 4,761
Taxes payable 800 200
Accrued interest on convertible debt and secured line 84,175 45,650
---------------- ---------------

Net cash used in operating activities (263,735) (129,952)
---------------- ---------------

Investing activities:
Purchases of property and equipment (2,304) (3,108)
---------------- ---------------

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

Net cash used in investing activities (2,304) (3,108)
---------------- ---------------

Proceeds from convertible notes payables 50,000 -
Borrowings from secured line of credit 594,916 472,804
Payments on secured line of credit (946,821) (346,329)
Exercise of warrants 48,000 -
Payments on capital lease obligation (11,076) (1,065)
Borrowings under bank line of credit - 1,486
Payments under bank line of credit (2,049) (1,562)
Proceeds from notes payable 145,000 -
Payments on notes payable (110,000) -
Advances from shareholders 93,788 1,905
Payments on advances from shareholders (32,000) -
---------------- ---------------

Net cash provided by (used in) financing activities (170,242) 127,239
---------------- ---------------

(continued)

See accompanying notes to these financial statements.

- 4 -

WARNING MODEL MANAGEMENT, INC.
(F/K/A FAMOUS FIXINS, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

2003 2002
---------------- ---------------

Increase (Decrease) in cash and cash equivalents (436,281) (5,821)

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

Cash and cash equivalents, end of period $ 67,141 $ -
================ ===============

Supplemental disclosures of cash flow information:
Cash paid during the period for

Interest $ 11,555 $ 8,988
================ ===============

Taxes $ - $ -
================ ===============

Supplemental schedule of non-cash financing activities

Value of convertible benefit feature on convertible debt $ 8,824 $ -
================ ===============

See accompanying notes to these financial statements.

- 5 -

WARNING MODEL MANAGEMENT, INC.
(F/K/A FAMOUS FIXINS, INC.)
JUNE 30, 2003

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. General Description of Business

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

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

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

B. Basis of Presentation and Organization

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

Effective December 27, 2002, the Company acquired Famous Fixins, Inc., (trading
symbol: FIXN) through a reverse merger.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

B. Basis of Presentation and Organization (continued)

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

The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions to Form 10-QSB and Rule 10-01 of Regulation
S-X. Accordingly, the financial statements do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. For further information, refer to consolidated financial
statements and footnotes thereto for the fiscal quarter ended June 30, 2003,
included herein. The consolidated financial statements include the accounts of
the Company and its majority-owned subsidiaries. All inter-company transactions
were eliminated. The Company's fiscal year ends on December 31 each year.

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

Consolidation Policy

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Going-Concern Issues Arising from Recurring Losses and Cash Flow Problems

As shown in the accompanying Financial Statements, the Company has incurred
recurring losses from operations, and as of June 30, 2002, the Company's current
liabilities exceeded its current assets by $1,632,188 and its total liabilities
exceeded its total assets by $2,350,745. These factors raise doubt about the
Company's ability to continue as a going concern. Management has been able
obtain additional financing through the issuance of debt. In addition, the
Company has instituted more efficient management techniques and continues to
attract and add new models and clients. Management believes these factors will
contribute toward achieving profitability. The accompanying Financial Statements
do not include any adjustments that might be necessary if the Company is unable
to continue as a going concern.

C. Cash and Cash Equivalents

Concentration of cash

The Company at times maintains cash balances in excess of the federally insured
limit of $100,000 per institution. There were no balances at June 30, 2003 that
exceeded $100,000, and the uninsured balances at December 31, 2002 were
$503,000.

D. Income Taxes

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

D. Income Taxes (continued)

enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. The provision for income taxes represents the tax
payable for the period and the change during the period in deferred tax assets
and liabilities.

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

E. Revenue Recognition

The Company's revenues are derived from two sources.

F. Advertising Costs

All advertising costs are expensed as incurred.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

G. Use of Estimates

H. Segments of an Enterprise and Related Information

I. Business Risks and Credit Concentrations

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

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

J. Recent Accounting Pronouncements

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

K Advances to Models

L. Receivables

M. Basic and Diluted Net Earnings Per Share

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

N. Comprehensive Income (Loss)

Comprehensive income consists of net income and other gains and losses affecting
shareholders' equity that, under generally accepted accounting principles are
excluded from net income in accordance with Statement on Financial Accounting
Standards No. 130, "Reporting Comprehensive Income." The Company, however, does
not have any components of comprehensive income (loss) as defined by SFAS No.
130 and therefore, for the three and six months ended June 30, 2003 and 2002,
comprehensive income (loss) is equivalent to the Company's reported net income
(loss).

2. INCOME TAXES

At June 30, 2003, FIXN has available approximately $1,005,000 in net operating
loss carryforwards available to offset future federal and state income taxes,
respectively, which expire through 2021. Realization is dependent on generating
sufficient taxable income prior to expiration of the loss carryforwards. This
and other components of deferred tax asset accounts are described above. As of
June 30, 2003, 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.

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.
he 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 June 30, 2003, and December 31, 2002, are account balances
totaling $19,787 and $352,458 of uncollected receivables collateralized to the
financial institution.

4. LINE OF CREDIT

The Company has an unsecured line of credit agreement with a bank, which
provides that it may borrow up to $50,000 at the interest rate of 12% per annum.
At June 30, 2003 and December 31, 2002, $48,987 and $51,036 were borrowed
against the line of credit. The line of credit is renewable annually by mutual
agreement of the parties.

5. EQUITY

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

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

In April 2003, the Company issued 4,250,000 shared of its registered common
stock, having a market value of $42,500 to three individuals in lieu of cash
compensation for legal and management consulting services rendered.

In May 2003, the Company issued 5,000,000 shared of its registered common stock,
having a market value of $50,000, to three individuals in lieu of cash
compensation for services rendered.

In June 2003, the Company issued 5,000,000 shared of its registered common
stock, having a market value of $50,000, to three individuals in lieu of cash
compensation for services rendered.

5. EQUITY (CONTINUED)

In April 2003, the Company issued to a consultant warrants to purchase 6,000,000
shares of its common stock at an exercise price of $0.008 per share under the
terms of a consulting agreement. In April 2003, this warrant holder exercised
the warrant to purchase 6,000,000 shares of common stock for $48,000.

6. RELATED PARTY TRANSACTIONS

Mr. Steve Chamberlin

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

At June 30, 2003, the Company has advances to Mr. Chamberlin totaling $28,040.
These advances are due on demand and are non-interest-bearing. These advances to
Mr. Chamberlin were made by the Company prior to its merger with Famous Fixins,
Inc.

Transactions with shareholders

Two shareholders advanced a total of $52,000 to the Company during 2002. The
Company repaid $32,000 of these advances in January 2003. The advances are
non-interest bearing.

During the six months ended June 30, 2003, shareholders advanced a total of
$93,788, which are due on demand and bear 8% interest per annum.

7. COMMITMENTS AND CONTINGENCIES

A. Legal

7. COMMITMENTS AND CONTINGENCIES (CONTINUED)

B. Operating Leases

The Company's principal executive offices relocated to a 3,479 square foot
facility at 9440 Santa Monica Boulevard, Suite 400, Beverly Hills, CA 90210. The
Company leases the facility under a 60-month agreement that terminates on April
30, 2005, with the option to renew for an additional six months. The aggregate
rental cost for the six months ended June 30, 2003 and 2002 was $64,871 and
$46,524 respectively. All operations were performed at this facility.

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

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

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

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

C. Contingent Liability

On May 15, 2002, FIXN completed a transaction pursuant to a Settlement of Debts
and Asset Purchase Agreement, dated March 29, 2002, with Starbrand, LLC,
pursuant to which FIXN divested all of its operations and sold substantially all
of its assets and certain specified liabilities to Starbrand, LLC, in exchange
for cancellation of $450,000 of outstanding 4%, $1,500,000 convertible
debentures. FIXN is contingently liable for the payment of the liabilities
transferred aggregating approximately $200,000. This contingent liability became
part of WNMI upon completion of the merger. No claim has been made regarding
these liabilities as of June 30, 2003, and management believes that it is remote
that any claim may arise, thus no reserve is necessary. FIXN and subsequently
WNMI

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

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, 2002:

June 30, 2003 June 30, 2002
------------------ ------------------

Net revenues $ 1,293,871 $ 1,192,277
Operating expenses 1,085,136 491,545
Net loss (782,431) (187,809)

Net loss per share - basic and diluted $ (0.01) $ (0.00)

9. NOTES PAYABLE

Notes payable at June 30, 2003, and December 31, 2002, consist of the following:

2003 2002
--------------- ---------------

10% note payable - private party. Interest payable $ 48,783 $ 48,783
or accruing monthly, due on demand.
10% note payable - private party. Interest payable
or accruing monthly, due on demand. 105,000 -
Notes Payable - private party, $8,000 premium, due
in June 2003 48,000 -
Note payable - private party, $6,000 fixed interest,
due January 2003, unsecured. - 30,000
Note Payable - private
party
Non-interest-bearing note payable - private party,
due December 2002, unsecured. - 88,000

------------ ------------
Total notes payable at December 31 $ 201,783 $ 166,783
============ ============

In March 2003, the Company obtained short-term debt financing of $40,000 from
Filter International, plus an $8,000 premium.

In May 2003, the Company obtained short-term debt financing of $105,000 from an
unrelated party. The lender is a holder of its 10% convertible debentures.

10. CONVERTIBLE DEBENTURES & PROMISSORY NOTES

4% Convertible Debentures 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.

The financial statements as of June 30, 2002, reflect the remaining principal
amount of the 4% debentures, less the unamortized bond discount. The net
carrying value is $1,233,521. Interest on the indebtedness is accrued through
June 30, 2003.

10. CONVERTIBLE DEBENTURES & PROMISSORY NOTES (CONTINUED)

5% Convertible Debentures Payable

The following summarizes the outstanding balance of the 5% Debentures at June
30, 2003 and December 31, 2002:

2003 2002
---------------- --------------

Outstanding principal amount of 5% debentures $ 33,975 $ 33,975
Less unamortized discount for warrants issued - (9)
---------------- --------------

Carrying amount $ 33,975 $ 33,966
================ ==============

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 into 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.

In January 2003, the Company received aggregate proceeds of $50,000 in
connection with the issuance of a 10% $50,000 convertible debenture, due in
2006. The lender, an unrelated party, is a current holder of a note payable
issued by the Company. The convertible benefit feature value was $8,824, and it
is amortized over the term of the note.

10. CONVERTIBLE DEBENTURES & PROMISSORY NOTES (CONTINUED)

The financial statements as of June 30, 2003, reflect the remaining principal
amount of the 10% debentures, less the unamortized bond discount attributable to
the beneficial conversion feature and the warrants. The net carrying value is
$448,309. Interest on the indebtedness is accrued through June 30, 2003.

Convertible Notes Payable Due to certain shareholders and former Members of
Warning Model Management, LLC

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

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

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

The financial statements as of June 30, 2003, reflect the remaining principal
amount of the 4% debentures to shareholders, less the unamortized bond discount.
The net carrying value is $2,473,295. Interest on the indebtedness is accrued
through June 30, 2003.

11. EQUITY DRAWDOWN FACILITY

In December 2002, the Company signed a letter of intent with a third party, who
has provided debt financing to the Company, to provide an equity drawdown
facility of up to $2,000,000. As of June 30, 2003, the Company has not utilized
this equity financing facility. Subsequently, the Company has decided not to
utilize this facility anytime in the future.

12. SUBSEQUENT EVENTS

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

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

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

2. The shares underlying a Stock Purchase Agreement (the "Agreement") issued
December 30, 2002 with the Mercator Momentum Fund, L.P. ("Mercator") that
provides for a $2,000,000 Equity Line. This Equity Line was subsequently removed
from the registration statement as WNMI decided it would never utilize the
facility.

In July 2003, the Company obtained $300,000 in debt financing in the form of
short-term notes bearing 18% interest per annum.

On August 1, 2003, the Company filed a Form SB-2/A to make changes to the
initial SB-2 filed March 4, 2003.

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICER

Section 722 of the New York Business Corporation Law (the "NYBCL") permits, in
general, a New York corporation to indemnify any person made, or threatened to
be made, a party to an action or proceeding by reason of the fact that he or she
was a director or officer of the corporation, or served another entity in any
capacity at the request of the corporation, against any judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees
actually and necessarily incurred as a result of such action or proceeding, or
any appeal therein, if such person acted in good faith, for a purpose he or she
reasonably believed to be in, or, in the case of service for another entity, not
opposed to, the best interests of the corporation and, in criminal actions or
proceedings, in addition had no reasonable cause to believe that his or her
conduct was unlawful. Section 723 of the NYBCL permits the corporation to pay in
advance of a final disposition of such action or proceeding the expenses
incurred in defending such action or proceeding upon receipt of an undertaking
by or on behalf of the director or officer to repay such amount as, and to the
extent, required by statute. Section 721 of the NYBCL provides that
indemnification and advancement of expense provisions contained in the NYBCL
shall not be deemed exclusive of any rights to which a director or officer
seeking indemnification or advancement of expenses may be entitled, provided no
indemnification may be made on behalf of any director or officer if a judgment
or other final adjudication adverse to the director or officer establishes that
his or her acts were committed in bad faith or were the result of active or
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he or she personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled.

Our Certificate of Incorporation provides in summary, the corporation shall, to
the fullest extent permitted by Article 7 of the New York Business Corporation
Law, indemnify any and all persons whom it shall have power to indemnify, and
the indemnification provided shall not be deemed exclusive of any other rights
to which any person may be entitled under any By-Law, resolution of
shareholders, resolution of directors, agreement, or otherwise, as permitted by
this Article, as to action in any capacity in which he served at the request of
the corporation.

Commission Policy

Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers or persons controlling WNMI, WNMI has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Related to the securities being registered. The expenses shall be paid by the
Registrant.

SEC Registration Fee $ 204.52
Printing and Engraving Expenses $ 5,000.00
Legal Fees and Expenses $ 20,000.00
Accounting Fees and Expenses $ 15,000.00
Transfer Agent Fees $ 5,000.00
Blue Sky Fees $ 1,000.00
Miscellaneous $ 5,000.00
---------------
Total $ 51,204.52

RECENT SALES OF UNREGISTERED SECURITIES

WNMI 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 February 8, 2000, pursuant to a consulting agreement with Edward DeFudis, we
agreed to issue to him up to 250,000 shares of common stock and options to
purchase up to 250,000 shares of common stock in exchange for business
consulting services in a transaction deemed to be exempt under Section 4(2) of
the Securities Act of 1933 as a sale of stock that was not a public offering.
Options to purchase the first 125,000 shares of common stock are exercisable at
$.1875 per share. Options to purchase the other 125,000 shares of common stock
are exercisable at $.25 per share. We filed a registration statement on Form S-8
for the resale of the securities. We made a determination that he was a
sophisticated investor with enough knowledge and experience in business to
evaluate the risks and merits of the investment.

We entered into agreements, dated as of March 7, 2000, for the sale of
convertible debentures with a principal amount of $1,000,000 and warrants to
purchase 2,500,000 shares of common stock to three accredited investors,
Roseworth Group Ltd., Austost Anstalt Schaan and Balmore S.A., in transactions
deemed to be exempt under Section 4(2) of the Securities Act of 1933 as a sale
of a security that was not a public offering. We made a determination that each
holder was a sophisticated investor with enough knowledge and experience in
business to evaluate the risks and merits of the investment. We received gross
proceeds of $1,000,000 from the sales. The convertible debentures are due March
13, 2005. The holders of the convertible debentures were entitled to convert the
debentures into shares of common stock at a conversion price of $.40 per share.
However, the maximum number of shares of common stock that may be received upon
the conversion of the debentures by any one holder is 9.9% of our
then-outstanding common stock after the conversion, including any other shares
of common stock held by the holder. The warrants are exercisable before March
13, 2005 at a purchase price of $.75 per share. Under the agreements, we filed a
registration statement under the Securities Act of 1933 for shares of common
stock issuable upon the conversion of the convertible debentures and the
warrants. In October 2000, we entered into an agreement for the sale of
$1,500,000 principal amount of 4% convertible debentures pursuant to which the
outstanding principal amount of the 0% convertible debentures were surrendered.

On March 31, 2000, we issued to Sokolow & Associates, Inc. warrants to
purchase 20,000 shares of our common stock, exercisable for three years at $.001
per share in exchange for business consulting services in a transaction deemed
to be exempt under Section 4(2) of the Securities Act of 1933 as a sale of stock
that was not a public offering. We made a determination that Sokolow &
Associates was a sophisticated investor with enough knowledge and experience in
business to evaluate the risks and merits of the investment.

On April 3, 2000, pursuant to an employment agreement with Jody
King-Cheifetz, we agreed to issue to her options to purchase up to 304,000
shares of common stock in a transaction deemed to be exempted under Section 4(2)
of the Securities Act of 1933 as a sale of stock that was not a public offering.
Options to purchase 4,000 shares of common stock at $0.15 per share vested as of
May 11, 2000. Options to purchase 60,000 shares of common stock shall vest on
October 1, 2000, and the remaining options shall vest in equal increments over
the subsequent four years on October 1. The exercise price of first 60,000
options shall be $.15 per share. The exercise price of the remaining 240,000
options shall be equal to a 50% discount from the closing bid price of the
common stock on the last trading date immediately preceding each vesting. In the
event that King-Cheifetz no longer serves as an employee of Famous Fixins on a
continuous basis through each vesting period, the unvested options shall
terminate immediately upon the termination of her employment. All options to
purchase up to 304,000 shares of common stock described above expire on April 3,
2005, or as otherwise provided in the stock option agreement or employment
agreement. We filed a registration statement on Form S-8 for the resale of 4,000
shares of common stock. We made a determination that she was an sophisticated
investor with enough knowledge and experience in business to evaluate the risks
and merits of the investment.

In October 2000, we granted Rich Seery, an employee of Famous Fixins,
warrants to purchase 160,000 shares of our common stock in a transaction deemed
to be exempted under Section 4(2) of the Securities Act of 1933 as a sale of
stock that was not a public offering. The warrants expire on June 30, 2005 and
are exercisable as follows:

- to purchase up to 40,000 shares at $.10 per share; - after June 30,
2001, to purchase up to an additional 30,000 shares at
a 50% discount to the average closing bid price of WNMI's common
stock for the five consecutive business days ending on and including
June 30, 2001;
- after June 30, 2002, to purchase up to an additional 30,000 shares at
a 50% discount to the average closing bid price of WNMI's common
stock for the five consecutive business days ending on and including
June 30, 2002;
- after June 30, 2003, to purchase up to an additional 30,000 shares at
a 50% discount to the average closing bid price of WNMI's common
stock for the five consecutive business days ending on and including
June 30, 2003; and
- after June 30, 2004, to purchase up to an additional 30,000 shares at
a 50% discount to the average closing bid price of WNMI's common
stock for the five consecutive business days ending on and including
June 30, 2004.

If Seery's employment with Famous Fixins is terminated, at any time, for
whatever reason, all unexercised warrants and all rights to such warrants, as of
the date of termination, shall be immediately forfeited. We made a determination
that Seery was a sophisticated investor with enough knowledge and experience in
business to evaluate the risks and merits of the investment.

We entered into agreements, dated as of October 27, 2000, for the sale of
4% convertible debentures with a principal amount of $1,500,000 and warrants to
purchase 250,000 shares of common stock with Roseworth Group Ltd., Austost
Anstalt Schaan and Balmore S.A., in transactions deemed to be exempt under
Section 4(2) of the Securities Act of 1933 as a sale of a security that was not
a public offering. The transaction closed on November 7, 2000. We made a
determination that the three investors were sophisticated investors with enough
knowledge and experience in business to evaluate the risks and merits of the
investment. The principal amount of the 4% convertible debentures is $1,500,000,
consisting of:

- principal in the amount of $500,000, of which $250,000 was
provided by Roseworth Group, $125,000 was provided by Austost
Anstalt Schaan, and $125,000 was provided by Balmore Funds; and
- the surrender of outstanding 0% convertible debentures with a
principal amount of $1,000,000, issued pursuant to the
Convertible Debenture and Warrants Purchase Agreement, dated
March 7, 2000, of which a principal amount of $400,000 was held
by Roseworth Group Ltd., a principal amount of $250,000 was held
by Austost Anstalt Schaan, and a principal amount of $350,000 was
held by Balmore Funds.

The 4% convertible debentures are due on August 7, 2001 with a 5% premium on the
principal and the accrued unpaid interest. We may not pay the principal before
the maturity date without the express written consent of the investors.
Semi-annual interest payments are due and payable on December 1 and June 1 of
each year, commencing with December 1, 2000. We entered into an equity line of
credit transaction on October 31, 2000, for which the shares issuable upon
drawdowns on the equity line are the subject of this registration statement. If
we are unable to pay the amounts due on the maturity date but we can draw down
on the equity line of credit, we are to draw down the maximum amount each draw
down period to pay the investors the full amount due. On or after the maturity
date, the investors may convert the 4% convertible debentures into shares of
common stock if this registration statement is not effective on the maturity
date or if we do not draw down the maximum amount permitted each drawdown period
under the equity line after this registration statement is effective. The
conversion price shall equal the lesser of $0.054 or 85% of the average of the 5
lowest closing bid prices during the 22 trading days preceding the applicable
conversion date. The maximum number of shares of common stock that may be
received upon the conversion of the debentures by any one holder is 9.9% of our
then-outstanding common stock after the conversion, including any other shares
of common stock held by the holder. The warrants to purchase 250,000 shares of
common stock are exercisable before November 7, 2003 at a purchase price of per

share of $0.0588. Of these warrants, Roseworth Group owns warrants to purchase
108,333 shares, Austost Anstalt Schaan owns warrants to purchase 62,500 shares,
and Balmore Funds owns warrants to purchase 79,167 shares. Under the agreements,
we agreed to prepare and file a registration statement under the Securities Act
for shares of common stock issuable upon the conversion of the convertible
debentures and the warrants within 45 days of the closing date of the
transaction. We agreed to use our best efforts to cause the registration
statement to become effective within 90 days of the closing date or 5 days of
SEC clearance to request acceleration of effectiveness. At the closing of the
transaction, we received gross proceeds of $500,000, less payment to the escrow
agent, Epstein Becker & Green P.C., of $10,000 for the investors' legal,
administrative and escrow costs, and less payment of a 10% placement agent fee
to Union Atlantic, L.C., which placement agent fee is net of payment to the
escrow agent, Epstein Becker & Green P.C., of $5,000 for the investors' legal,
administrative and escrow costs. We also issued to Union Atlantic, L.C. 75,000
shares of restricted common stock and a warrant to purchase 100,000 shares of
common stock as part of the placement agent fee. The warrants are exercisable
before November 7, 2003 at a purchase price per share of $0.0588. We agreed to
include such securities to the placement agent in the registration statement for
the resale of the common stock underlying the 4% convertible debentures and
warrants.

We signed a common stock purchase agreement with Folkinburg Investments
Limited, dated as of October 31, 2000, for the future issuance and purchase of
shares of our common stock in a transaction deemed to be exempt under Section
4(2) of the Securities Act of 1933 as a sale of stock that was not a public
offering. We made a determination that Folkinburg Investments was a
sophisticated investor with enough knowledge and experience in business to
evaluate the risks and merits of the investment. The common stock purchase
agreement establishes what is sometimes termed an equity line of credit or an
equity drawdown facility. In general, the drawdown facility operates as follows:
the investor, Folkinburg Investments, has committed to provide us with up to $5
million as we request it over a 24 month period, in return for shares of common
stock we issue to Folkinburg Investments. Subject to a maximum of 16 draws, once
every 29 trading days, we may request a draw of up to $5 million of that money,
however, no single draw can exceed $5 million. We must wait at least 7 trading
days after each 22 trading day drawdown period before requesting another
drawdown. The maximum amount we actually can draw down upon each request will be
determined by 4.5% of the volume-weighted average daily price of our common
stock for the 3 month period prior to our request and the total trading volume
for the 3 months prior to our request. Each draw down must be for at least
$100,000. At the end of a 22-day trading period following the drawdown request,
the final drawdown amount is determined based on the volume-weighted average
stock price during that 22-day period. We then use the formulas contained in the
common stock purchase agreement to determine the number of shares we will issue
to Folkinburg Investments in return for that money. The per share dollar amount
Folkinburg Investments pays for our common stock for each drawdown includes a
17.5% discount to the average daily market price of our common stock for the
22-day period after our drawdown request, weighted by trading volume. We will
receive the amount of the drawdown less an escrow agent fee equal to $1,500 per
drawdown and less a 10% placement fee payable to the placement agent, Union
Atlantic, L.C., which introduced Folkinburg Investments to us. In lieu of making
a commitment to Folkinburg Investments to draw a minimum aggregate amount, on
October 31, 2000, we issued to Folkinburg Investments a stock purchase warrant
to purchase up to 500,000 shares of our common stock and we also agreed to issue
additional warrants to purchase a number of shares equal to 50% of the shares
purchased by Folkinburg Investments on the settlement date of each drawdown. The
warrants to purchase 500,000 shares of common stock have an exercise price per
share of $0.0636, which equals 110% of the volume-weighted average share price
for the trading day prior to the date the warrants were issued, and expire on
October 31, 2003. The additional warrants issuable at each settlement date will
be exercisable for 35 calendar days and have an exercise price equal to the
weighted average of the purchase prices of the common stock during the
applicable settlement period. We agreed to file file a registration statement
under the Securities Act for shares of common stock issuable under the equity
line of credit, including shares underlying warrants issued in connection with
the equity line of credit, within 45 days of the closing date of the
transaction. We agreed to use our best efforts to cause the registration
statement to become effective within 90 days of the closing date or 5 days of
SEC clearance to request acceleration of effectiveness. At the closing of the
transaction, we paid the escrow agent, Epstein Becker & Green P.C., $10,000 for
Folkinburg Investments' legal, administrative and escrow costs. WNMI has decided
not to pursue this credit facility which expires in October 2003.

Calendar year 2001 - there were no sales of unregistered securities by the prior
management.

On August 28, 2002, we issued 1,500,000 shares to Jason Bauer for past moneys
owed to him, for approximately $40,000, by Famous Fixins, and also as
compensation fees of approximately $10,000 for his part in bringing the
Starbrand deal to the WNMI. This equated to approximately $0.03 cents per share
based on the shares issued and moneys and compensation owed.

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 in a transaction deemed to be exempt under Section 4(2) of the
Securities Act of 1933 as a sale of securities that was not a public offering.

Effective with the merger date, 24,313,655 shares of Famous Fixins Inc. common
stock were issued valued at $243,137 or $0.01 per share, 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 Famous Fixins Inc. The shares were issued as follows,
Steve Chamberlin 9,725,462 shares, George Furla 12,156,827 shares, Jeffrey Wong
2,431,366 shares. 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, 2002, we issued an aggregate of $500,000 of 10% convertible
debenture due in 2005 to Mercator Momentum Fund, LP., in a transaction deemed to
be exempt under Section 4(2) of the Securities Act of 1933 as a sale of
securities not involving a public offering. The debenture accrues interest at
10% per annum. The holder has the right to convert the debentures in to common
shares at any time through maturity at a conversion price of 85% of the average
of the lowest three trading prices during the 20 trading days preceding the
conversion date. 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.

On December 30, 2002, WNMI also entered into an equity line stock purchase
agreement with Mercator Momentum Fund L.P. Mercator received a $100,000
commitment fee upon entering this agreement. Subsequently, WNMI decided not to
move forward with the equity line stock purchase agreement.

On January 7, 2003, we issued a $50,000 of 10% convertible debenture due in 2004
to Alpha Capital Aktiengesellschaft, in a transaction deemed to be exempt under
Section 4(2) of the Securities Act of 1933 as a sale of securities not involving
a public offering. The debenture accrues interest at 10% per annum. The holder
has the right to convert the debentures in to common shares at any time through
maturity at a conversion price of 85% of the average of the lowest three trading
prices during the 20 trading days preceding the conversion date.

On February 6, 2003, Mercator Momentum Fund L.P., the holder of an assigned
portion of the 4% convertible debenture issued by Famous Fixins Inc. to
Roseworth Group Limited on October 27, 2000, elected to convert, $25,500 of the
outstanding principal amount of the debenture, into 5,000,000 shares of our
restricted common stock in a transaction deemed to be exempt under Section 4(2)
of the Securities Act of 1933 as a sale of securities not involving a public
offering.

On March 5, 2003, we issued a $48,000 promissory note to Filter International,
LTD. For cash loaned to us in a transaction deemed to be exempt under Section
4(2) of the Securities Act of 1933 as a sale of securities not involving a
public offering.

On March 5, 2003, we issued a $20,000 promissory note to Peter Benz for cash
loaned to us in a transaction deemed to be exempt under Section 4(2) of the
Securities Act of 1933 as a sale of securities not involving a public offering.

On April 4th and on April 15, 2003 we issued promissory notes for $10,000
respectively to George Furla for cash loaned to WNMI in a transaction deemed to
be exempt under Section 4(2) of the Securities Act of 1933 as a sale of
securities not involving a public offering.

On May 15, 2003 we issued a promissory note for $100,000 to the Momentum Fund
L.P. for cash loaned to WNMI in a transaction deemed to be exempt under Section
4(2) of the Securities Act of 1933 as a sale of securities not involving a
public offering.

On June 16, 2003 we issued a promissory note for $40,000 to George Furla for
cash loaned to WNMI in a transaction deemed to be exempt under Section 4(2) of
the Securities Act of 1933 as a sale of securities not involving a public
offering.

On June 17, 2003 we issued a promissory note for $28,911 to George Furla for
cash loaned to WNMI in a transaction deemed to be exempt under Section 4(2) of
the Securities Act of 1933 as a sale of securities not involving a public
offering.

On July 9, 2003 we issued a promissory note for $300,000 to the Michael T.
Covell and Arline Cowell Revocable Trust for cash loaned to WNMI in a
transaction deemed to be exempt under Section 4(2) of the Securities Act of 1933
as a sale of securities not involving a public offering.

EXHIBITS

Exhibit
Number Description
- ------ -----------

2.1 Plan and Agreement of Reorganization between Spectrum Resources, Inc.
and Famous Fixins, Inc. (Incorporated by reference to Exhibit 1 of
Registration Statement on Form 10-SB/A (Amendment No. 3) filed on
December 10, 1999.)
2.2 Agreement and Plan of Merger between Famous Fixins, Inc., a Nevada
corporation, and Famous Fixins Holding Company, Inc., a New York
corporation (Incorporated by reference to Exhibit 2 of Registration
Statement on Form 10-SB/A (Amendment No. 3) filed on December 10,
1999.)
2.3 Agreement and Plan of Merger between Famous Fixins, Inc., a New York
corporation, and Famous Fixins Holding Company, Inc., a New York
corporation (Incorporated by reference to Exhibit 3 of Registration
Statement on Form 10-SB/A (Amendment No. 3) filed on December 10,
1999.)
3(i)(1) Articles of Incorporation of Spectrum Resources, Inc. (Incorporated by
reference to Exhibit 4 of Registration Statement on Form 10-SB/A
(Amendment No. 3) filed on December 10, 1999.)
3(i)(2) Certificate of Incorporation of Famous Fixins Holding Company, Inc.
(Incorporated by reference to Exhibit 5 of Registration Statement on
Form 10-SB/A (Amendment No. 3) filed on December 10, 1999.)
3(i)(3) Articles of Merger for Famous Fixins, Inc., a Nevada corporation, and
Famous Fixins Holding Company, Inc., a New York corporation
(Incorporated by reference to Exhibit 6 of Registration Statement on
Form 10-SB/A (Amendment No. 3) filed on December 10, 1999.)
3(i)(4) Certificate of Merger of Famous Fixins Holding Company, Inc., a New
York Corporation, and Famous Fixins, Inc., a Nevada Corporation
(Incorporated by reference to Exhibit 7 of Registration Statement on
Form 10-SB/A (Amendment No. 3) filed on December 10, 1999.)
3(i)(5) Certificate of Merger of Famous Fixins, Inc., a New York corporation,
and Famous Fixins Holding Company, Inc. (Incorporated by reference to
Exhibit 8 of Registration Statement on Form 10-SB/A (Amendment No.
3) filed on December 10, 1999.)
3(i)(6) Certificate of Amendment of the Certificate of Incorporation of Famous
Fixins Holding Company, Inc. (Incorporated by reference to Exhibit 9
of Registration Statement on Form 10-SB/A (Amendment No. 3) filed on
December 10, 1999.)
3(ii) By-Laws (Incorporated by reference to Exhibit 10 of Registration
Statement on Form 10-SB/A (Amendment No. 3) filed on December 10,
1999.)
4.1 Form of Warrant Certificate (Incorporated by reference to Exhibit 11
of Registration Statement on Form 10-SB/A (Amendment No. 3) filed on
December 10, 1999.)
4.2 Warrant Certificate of Michael Simon (Incorporated by reference to
Exhibit 12 of Registration Statement on Form 10-SB/A (Amendment No.
3) filed on December 10, 1999.)
4.3 Form of Warrant Certificate (Incorporated by reference to Exhibit 13
of Registration Statement on Form 10-SB/A (Amendment No. 3) filed on
December 10, 1999.)
4.4 Convertible Debenture and Warrants Purchase Agreement between Famous
Fixins, Inc. and AMRO International, S.A. dated as of October 19, 2000
(Incorporated by reference to Exhibit 14 of Registration Statement on
Form 10-SB/A (Amendment No. 3) filed on December 10, 1999.)
4.5 Convertible Debenture and Warrants Purchase Agreement between Famous
Fixins, Inc. and Austost Anstalt Schaan and Balmore Funds, S.A. dated
as of October 19, 1999 (Incorporated by reference to Exhibit 15 of
Registration Statement on Form 10-SB/A (Amendment No. 3) filed on
December 10, 1999.)
4.6 Convertible Debenture and Warrants Purchase Agreement between Famous
Fixins, Inc. and Roseworth Group Ltd., Austost Anstalt Schaan, and
Balmore Funds, S.A. dated as of March 7, 2000 Incorporated by
reference to Exhibit 4.6 of Annual Report on Form 10-KSB filed on
March 29, 2000.
4.7 Convertible Debenture and Warrants Purchase Agreement, dated
as of October 27, 2000, between Famous Fixins, Inc. and Roseworth
Group Ltd., Austost Anstalt Schaan and Balmore Funds, S.A.
(Incorporated by reference to Exhibit 10.1 of Quarterly Report on
Form 10-QSB/A filed on December 15, 2000.)

4.8 Common Stock Purchase Agreement, dated as of October 31, 2000,
between Famous Fixins, Inc. and Folkinburg Investments Limited
(Incorporated by reference to Exhibit 10.2 of Quarterly Report on
Form 10-QSB/A filed on December 15, 2000.)
4.9 (1) Subscription Agreement, dated December 27, 2002 between Famous Fixins,
Inc. and Mercator Momentum Fund, L.P.
4.10 (1) Equity Line Stock Purchase Agreement dated December 27, 2002 between
Famous Fixins, Inc. and Mercator Momentum Fund, L.P.
4.11 (1) Convertible Debenture dated December 27, 2002 between Famous Fixins,
Inc. and Mercator Momentum Fund, L.P.
4.12 (1) Stock Purchase warrant dated December 27, 2002 between Famous Fixins,
Inc. and Mercator Momentum Fund, L.P.
5.1 * Opinion re: Legality
23.1 * Consent of Naccarato $ Associates (Included in opinion filed as
Exhibit 5.1)
23.2 * Consent of independent auditors Pohl, McNabola, Berg & Company, LLP

(1) Incorporated by reference from an exhibit filed with Form SB-2 on May 9,
2003, File No. 333-105124
* Filed herewith

UNDERTAKINGS

The undersigned registrant hereby undertakes that it will:

Undertaking (a)

(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;

(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in the
registration statement; and arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) ('230.424(b) of this chapter) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of the
Registration Fee" table in the effective registration statement.

(iii) Include any additional or changed material information on the plan of
distribution.

(2) For determining any liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.

Undertaking (e)

Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities (other
than the payment by the small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

SIGNATURES
- ----------

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of Beverly
Hills, CA, 90201.

Registrant: Warning Model Management, Inc.

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

By: /s/ Michael Rudolph Chief Executive Officer October 16, 2003
------------------- Director, and Principal Accounting Officer
Michael Rudolph

In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates indicated:

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

By: /s/ Michael Rudolph Chief Executive Officer October 16, 2003
------------------- Director, and Principal Accounting Officer
Michael Rudolph

By: /s/ Steve Chamberlin Director, Managing Member October 16, 2003
-------------------- Warning Model Management, LLC
Steve Chamberlin

By: /s/ Stanley Tepper Chief Financial Officer October 16, 2003
------------------
Stanley Tepper