FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended MARCH 31, 2003
OR
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number 0-27219
WARNING MODEL MANAGEMENT, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 13-3865655
- ------------------------------ ------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
9440 SANTA MONICA BOULEVARD, SUITE 400, BEVERLY HILLS, CA 90210
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: 310-860-9969
FAMOUS FIXINS, INC.
(former name, address and former fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-- ---
State the number of shares outstanding of each of the Registrant's classes of
common stock, as of the latest practicable date.
CLASS OF COMMON STOCK OUTSTANDING AT MAY 30, 2003
--------------------- ---------------------------
$.001 par value 75,923,834 shares
Transitional Small Business Disclosure Format Yes No X
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1
Form 10-QSB
Securities and Exchange Commission
Washington, D.C. 20549
WARNING MODEL MANAGEMENT, INC.
Index
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets at March 31, 2003 and December 31, 2002
Statements of Operations for the three months ended
March 31, 2003 and March 31, 2002
Statements of Cash Flows for the three months ended March 31,
2003 and March 31, 2002
Notes to the Financial Statements for the three months
Ended March 31, 2003
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Item 3. Controls and Procedures
PART II - OTHER INFORMATION
Item 2. Changes In Securities
Item 4. Submission of Matters of a Vote to Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
2
WARNING MODEL MANAGEMENT, INC.
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 2003
C O N T E N T S
----------------------------------------------------------------
Consolidated Balance Sheets 4 -5
Consolidated Statements of Operations 6
Consolidated Statements of Cash Flows 7 - 8
Notes to Consolidated Financial Statements 9 - 29
3
WARNING MODEL MANAGEMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
2003 2002
-------------------------- ---------------------------
ASSETS (unaudited) (audited)
Current Assets
Cash and cash equivalents $ 63,018 $ 503,422
Accounts receivable, net of reserve for doubtful
of $92,572 and $63,422, respectively 193,639 332,823
Advances to models, net of reserve of
$166,180 and $41,180, respectively 306,439 419,233
Advances to officer 38,546 28,040
Prepaid expenses 2,780 2,734
-------------------------- ---------------------------
Total Current Assets 604,422 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 (46,481) (40,443)
-------------------------- ---------------------------
Total Property and Equipment 54,796 58,530
-------------------------- ---------------------------
Total Assets $ 659,218 $ 1,344,782
========================== ===========================
(continued)
See accompanying notes.
4
WARNING MODEL MANAGEMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
2003 2002
---------------------- ----------------------
LIABILITIES AND EQUITY (unaudited) (audited)
Current Liabilities
Accounts payable and accrued expenses $ 128,846 $ 445,266
Model fees payable 420,989 319,946
Model reserves 34,744 26,955
Line of credit 48,987 51,036
Notes payable 90,116 166,783
Advances from shareholders 20,000 52,000
Accrued interest - convertible debentures 44,253 17,517
Taxes payable 5,560 5,160
Current portion - capital leases 16,265 17,219
Secured line of credit 141,512 367,400
Liabilities of discontinued operations 90,461 -
Convertible debentures 1,161,984 1,175,739
---------------------- ----------------------
Total Current Liabilities 2,203,717 2,645,021
---------------------- ----------------------
Long Term Liabilities
Convertible debentures 446,085 403,087
Convertible notes payable to shareholders 2,432,635 2,390,105
Capital leases 25,091 27,450
---------------------- ----------------------
Total Long Term Liabilities 2,903,811 2,820,642
---------------------- ----------------------
Equity
Common stock - 200,000,000 authorized, par value $0.001, 60,673,834 and 60,674 44,674
44,673,834 issued and outstanding for 2003 and 2002, respectively
Additional paid-in capital 281,309 97,235
Accumulated deficit (4,790,293) (4,262,790)
---------------------- ----------------------
Total Equity (4,448,310) (4,120,881)
---------------------- ----------------------
Total Liabilities and Equity $ 659,218 $ 1,344,782
====================== ======================
See accompanying notes.
5
WARNING MODEL MANAGEMENT, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
2003 2002
-------------------- --------------------
(unaudited) (unaudited)
Revenues
Revenues $ 577,232 $ 527,272
Costs of revenues (349,222) (380,644)
-------------------- --------------------
228,010 146,628
-------------------- --------------------
Operating Expenses
Salaries and wages 154,925 125,144
Rent 37,157 28,269
General and administrative 415,367 83,253
Business development 33,346 15,335
Depreciation and amortization 6,038 2,764
-------------------- --------------------
Total Operating Expenses 646,833 254,765
-------------------- --------------------
Other Income (Expense)
Interest income 528 -
Other income 6,932 7,980
Interest expense (115,160) (18,546)
-------------------- --------------------
Total Other Income (Expense) (107,700) (10,566)
-------------------- --------------------
Net Loss Before Income Taxes (526,523) (118,703)
Provision for Income Taxes (980) (200)
-------------------- --------------------
Net Loss $ (527,503) $ (118,903)
==================== ====================
Net loss per share - basic $ (0.010) $ (0.005)
==================== ====================
Net loss per share - diluted $ (0.010) $ (0.005)
==================== ====================
Number of share used in calculation - basic 53,363,178 24,313,665
==================== ====================
Number of share used in calculation - diluted 53,363,178 24,313,665
==================== ====================
See accompanying notes.
6
WARNING MODEL MANAGEMENT, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDING MARCH 31, 2003 AND 2002
2003 2002
----------------------- ----------------------
Operating Activities:
Net Loss $ (527,503) $ (118,903)
Adjustments to reconcile loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 6,038 5,530
Bad debt expense 154,150 13,953
Other - (2,589)
Bond and warrant discount amortization 56,844 -
Changes in operating assets and liabilities:
Accounts receivable - trade 110,034 (54,768)
Common stock issued for services 165,000 -
Advances to models (12,206) (68,639)
Prepaid expenses (46) -
Advances to officer (10,506) -
Bank overdraft - 10,557
Accounts payable and accrued expenses (225,956) 9,165
Model fees payable 101,043 55,561
Model reserves 7,789 4,761
Taxes payable 400 200
Bond premium on note payable 1,333 -
Accrued interest on convertible debt and secured line 26,736 16,984
----------------------- ----------------------
Net cash used in operating activities (146,850) (128,188)
----------------------- ----------------------
Investing activities:
Purchases of property and equipment (2,304) -
----------------------- ----------------------
Net cash used in investing activities (2,304) -
----------------------- ----------------------
Financing activities:
Proceeds from convertible notes payables 50,000 -
Borrowings from secured line of credit 594,916 430,540
Payments on secured line of credit (820,804) (308,937)
Payments on capital lease obligation (3,313) (1,065)
Borrowings under bank line of credit 1,461 1,486
Payments under bank line of credit (3,510) (1,562)
Proceeds from notes payable 40,000 -
Payments on notes payable (118,000) -
Advances from shareholders 20,000 1,905
Payments on advances from shareholders (52,000) -
----------------------- ----------------------
Net cash provided by financing activities (291,250) 122,367
----------------------- ----------------------
(continued)
See accompanying notes.
7
WARNING MODEL MANAGEMENT, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE THREE MONTHS ENDING MARCH 31, 2003 AND 2002
2003 2002
------------------ ----------------
Increase (Decrease) in cash and cash equivalents (440,404) (5,821)
Cash and cash equivalents, beginning of period 503,422 5,821
------------------ ----------------
Cash and cash equivalents, end of period $ 63,018 $ -
================== ================
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.
8
WARNING MODEL MANAGEMENT, INC.
NOTES UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2002
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 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. In May 2003, the
name change was approved.
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
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. 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.
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
9
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 March 31, 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
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 WNMI and it subsidiaries.
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.
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 March 31, 2003 that
exceeded $100,000, and the uninsured balances at December 31, 2002 were
$503,000.
D. 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 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.
10
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.
F. Advertising Costs
All advertising costs are expensed as incurred.
G. 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.
H. 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.
I. 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 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.
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
expense the fair market value of stock options newly granted to employees
beginning in April 2003.
11
K 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.
L. Receivables
Accounts receivable are typically unsecured. The Company performs ongoing credit
evaluations of its customers' financial condition. It generally requires no
collateral and maintains reserves for potential credit losses on customer
accounts when necessary
The Company establishes an allowance for uncollectible trade accounts receivable
based on historical collection experience and management evaluation of
collectibility of outstanding accounts receivable.
M. 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.
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 months ended March 31, 2003 and 2002,
comprehensive income (loss) is equivalent to the Company's reported net income
(loss).
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.
At March 31, 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
March 31, 2002, 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.
12
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.
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 $309,320
and $299,943 in the three months ended March 31, 2003 and 2002, 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 March 31, 2003, and December 31, 2002, are account balances
totaling $152,592 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 March 31, 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.
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 March 31, 2003, the Company has advances to Mr. Chamberlin totaling $38,546.
These advances are due on demand and are non-interest-bearing.
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.
13
During the three months ended March 31, 2003, a shareholder advanced a total of
$20,000 which is a 90 day non-interest being promissory note.
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
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 three months ended March 31, 2003 was $32,691 and $18,526,
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
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.
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. No claim has been made regarding
these liabilities as of March 31, 2003, and management believes that no reserve
is necessary.
8. MERGER OF FAMOUS FIXINS AND WARNING MODEL MANAGEMENT, LLC
On December 27, 2002, the Company completed the merger with Famous Fixins, Inc.,
("FIXN"), a public shell company traded on the NASDAQ Over-the-Counter Bulletin
Board, by acquiring 54% of the outstanding capital stock of FIXN.
The merger of WAMM, an operating company, with FIXN, a non-operating public
shell company with nominal assets, is treated as a capital transaction in
substance rather than a business combination. Therefore, no goodwill or
intangible assets are recorded.
14
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:
March 31, 2003 March 31, 2002
------------------ ------------------
Sales $ 2,323,849 $ 1,252,061
Operating expenses (1,133,292) (675,297)
Net loss (5,118,194) (1,433,184)
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 March 31, 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.
Note Payable - private party convertible - -
Notes Payable - private party, $8,000 premium, due
in June 2003 41,333 -
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 $ 90,116 $ 166,783
=============== ===============
In March 2003, the Company obtained short-term debt financing of $40,000 from
Filter International, which is due in 90 days. The lender is a holder of its 10%
convertible debentures due June 2003, plus an $8,000 premium.
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.
15
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.
4% CONVERTIBLE DEBENTURES PAYABLE (CONTINUED)
Interest on the 4% convertible debentures is payable semi-annually and is
convertible into common stock at the investors' option. Due to the non-payment
of interest in fiscal year 2000, the debenture holders had the right to consider
the debentures as immediately due and payable.
In July 2002, FIXN issued an additional $100,000 of 4% convertible debentures.
These debentures are due in July 2003 and are classified as current. The notes
have a $5,000 premium due at maturity.
Based upon a debenture conversion price being 85% of the average of the five (5)
lowest closing bid prices of the Common Stock during the twenty-two (22) Trading
Days preceding the applicable Conversion Date. The beneficial conversion feature
of these debentures issued was $17,674, and the amount was credited in the
accounts of FIXN as additional paid in capital. The amount attributable to the
beneficial conversion feature is amortized over the term of the loan and is
included as a component of interest expense.
The financial statements as of March 31, 2002, reflect the remaining principal
amount of the 4% debentures, less the unamortized bond discount. The net
carrying value is $1,116,273. Interest on the indebtedness is accrued through
March 31, 2003.
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 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
================ ==============
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. 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.
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
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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, the Company received aggregate proceeds of $50,000 in
connection with the issuance of a 10% $50,000 convertible debenture, due in
2004. 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.
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.
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.
The financial statements as of March 31, 2003, reflect the remaining principal
amount of the 4% debentures to shareholders, less the unamortized bond discount.
The net carrying value is $2,432,635. Interest on the indebtedness is accrued
through March 31, 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.
12. SEC FILINGS
On March 4, 2003, the Company filed a Form SB-2 to register the following:
17
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. The Agreement is for two years and will
begin on the effective date of this Registration Statement. Mercator's
obligations to advance funds to FIXN by purchasing shares of the Company's
common stock will not commence until the effectiveness of this Registration
Statement. Upon this effectiveness, Mercator shall have an obligation to
purchase from time to time up to $2,000,000 of the Company's common stock.
During this period, FIXN may require Mercator to purchase a minimum amount of
FIXN common shares once every twenty-two trading days. The maximum purchase
request is the lesser of 1)$150,000, 2) the remaining amount under the equity
line, 3) 10% of the total dollar trading volume in FIXN common stock, or 4) the
maximum amount the investor could purchase without being required to file a Form
13D. The purchase price is 92% of the lowest closing bid price during the
fifteen trading days following each closing date. The minimum bid price of FIXN
common stock must be greater than $0.05.
13. SUBSEQUENT EVENTS
In April 2003, a shareholder loaned $20,000 to Warning in the form of a
short-term note bearing 8% interest per annum.
In May 2003, the Company obtained $100,000 in the form of a short term note
bearing 8% interest per annum.
In April and May 2003, the Company issued 19,750,000 shares of common stock to
consultants in lieu of cash payments. The approximate market value of the common
stock is $197,000.
18
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
GENERAL
Plan of Operation
Short-term Objectives:
o Continue to expand revenue through organic growth of
existing business lines;
o Source and develop new talent in both male and female
models.
o Seek additional financing so as to provide capital to
rapidly growing components of the organization, such
as the Talent Division.
Long-term Objectives:
o Continue business expansion through acquisition,
merger or joint venture with modeling agencies
located in other geographic areas to provide economy
of scale, incremental revenue and a larger talent
pool;
o Acquire complementary product lines to provide a
broader service offering for customers, expand
modeling careers and revenue sources.
We have no expected or planned sale of significant property or equipment.
In our opinion sufficient working capital will be available from internal
operations and from outside sources during the next twelve months thereby
enabling us to meet our obligations and commitments as they become payable for
the following reasons: 1) We have signed a letter of intent for a credit
facility, and we will be doing a registration statement for the underlying
shares shortly, 2) We are in process of negotiating with a financial institution
a credit line, and 3) $2,900,000 of our debt is with management. Additionally,
historically, our operations have provided sufficient funds to met our
obligations and commitments as they became payable.
Excluding any potential acquisition, our work force is expected to stay at the
same level.
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.
Historically, our operations have provided sufficient funds to met our
obligations and commitments as they became payable.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO MARCH 31, 2002
Revenue for the three month period ended March 31, 2003 was $ 577,232 as
compared to $ 527,272 for the same period in 2002, or an increase of $49,960
filed as the result of an increase in the company's increase in 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 us.
Gross profit for the three-month period ended March 31, 2003 was $ 228,010 as
compared to $ 146,628 for the same period in 2002, or an increase of $81,382.
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 three-month period ending March 31, 2003 were
$646,833 as compared to $ 254,765 for the same period in 2002, or an increase of
$ 392,068. The increase in operating expenses were mainly attributable to: 1) an
increase in salaries and wages of $ 29,781 due to an increase in head count; 2)
an increase in rent of $8,888 due to move to a larger office space; 3) an
19
increase in general and administrative of $ 167,117 which was mainly due to an
increase in bad debts of $154,150; 4) an increase business development of
18,011; and 5) an increase in depreciation and amortization of $ 3,274.
Interest expense was $ 115,160 for the three-month period ending March 31, 2003
as compared to $ 18,546 for the same period in 2002, or an increase of $ 96,614.
The increase in interest expense in 2003 was primarily an increase in the use of
our secured line of credit.
Other income of $ 6,933 decreased $ 1,047 over the same period the prior year.
The net (loss) for the Company for the three-month period ended March 31, 2003
was $ (527,503) compared to $ (118,903) for the year ending March 31, 2002 for
an increase of $ (408,600).
Net change in cash used in operating activities for the three-month period
ending March 31, 2003 was ($146,850) versus ($128,188) for the period ended
March 31, 2002 for an increase of $18,662. This change in cash from operating
activities was principally due to an increase in loss of $408,600, an increase
in accounts payable of $235,121 offset by an increase in dab debt expense of
$140,197, common issued for services of $165,000, increase in account receivable
trade of $164,802, and increase in advances to models of $80,845, an increase in
model fee payable of $ $45,482, an increase in bond and warrant discount
amortization of $56,844, and miscellaneous items of $ (9,449).
Net cash provided by (used in) investing activities was ($2,304) and nil for the
three month period ending March 31, 2003 and 2002, respectively. This change is
due to an increase in property and equipment.
Net cash provided by financing activities was ($291,250) and $122,367 for the
three month period ending March 31, 2003 and 2002, respectively, reflecting a
change of ($ 413,617). This decrease was principally due to payments made on the
secured line of credit of $511,867, payments on notes payable of $118,000 offset
by proceeds from convertible notes payable of $50,000, borrowings from the
secured line of credit of $164,376 and miscellaneous items of $1,874.
LIQUIDITY AND CAPITAL RESOURCES
The Company's revenues have been sufficient to cover the cost of revenues and
operating expenses. We have signed a letter of intent for a credit facility, and
we will be doing a registration statement for the underlying shares shortly plus
we are in process of negotiating with a financial institution a credit line. In
addition, we have a signed letter of intent for a credit facility.
Therefore over the next twelve months management is of the opinion that
sufficient working capital will be available from operations to meet the
Company's liabilities and commitments as they become payable.
Subsequent Events
In April 2003, George Furla, an affiliate of Warning Model Management, Inc.,
loaned $20,000 to Warning in the form of a short term note bearing 8% interest
per annum.
In May 2003, the Mercator Momentum Fund, LP loaned $100,000 to Warning Model
Management, Inc. in the form of a short term note bearing 8% interest per annum.
ITEM 3. CONTROLS AND PROCEEDURES
(a)Evaluation of Disclosure Controls and Procedures. Our Chief
Executive Officer and Chief Financial Officer have evaluated the effectiveness
of our disclosure controls and procedures (as such term is defined in Rules
13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) as of the end of the period covered by this quarterly report
(the "Evaluation Date"). Based on such evaluation, such officers have concluded
that, as of the Evaluation Date, our disclosure controls and procedures are
effective in alerting them on a timely basis to material information relating to
our Company (including our consolidated subsidiaries) required to be included in
our reports filed or submitted under the Exchange Act.
20
(b) Changes in Internal Controls over Financial Reporting. During the
most recent fiscal quarter, there have not been any significant changes in our
internal controls over financial reporting or in other factors that have
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting.
21
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 7, 2003, we issued an aggregate of $50,000 of 10% convertible
debentures due in 2004 to an investor. 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, the holder of a 10% convertible debenture issued by FIXN on
October 27, 2000, elected to partially convert, $25,500 of the outstanding
principal amount of the debentures, into 5,000,000 shares of our common stock.
The shares were issued using the exemption provided by Rule 144k..
On March 5, 2003, we issued a $48,000 promissory note to Filter International,
LTD. For funds loaned to us.
On March 5, 2003, we issued a $20,000 promissory note to Peter Benz for funds
loaned to us.
On April 4th and on April 15, 2003 we issued promissory notes for $10,000 each
date to George Furla for funds loaned to the Company.
ITEM 4. SUBMISSION OF MATTERS OF A VOTE TO SECURITY HOLDERS
The following actions were taken pursuant to the written consent of a majority
of our shareholders, dated March 10, 2003, in lieu of a special meeting of the
shareholders. The following actions became effective on or about April 10, 2003:
1. Amendment of our certificate of incorporation to change the Company
name from Famous Fixins, Inc. to Warning Model Management, Inc., and
concurrently to change the Company's OTCBB trading symbol.
2. Amendment of our Certificate of Incorporation to increase the
authorized number of shares of our common stock from 200,000,000 to
800,000,000.
3. The ratification of the appointment of Pohl, McNabola, Berg, & Co.,
LLP, as our independent accountants for the current fiscal year.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
(a) Exhibits
31.1 Certification of the Chief Executive Officer
pursuant to Rule 13a-14(a) ( Section 302 of
the Sarbanes-Oxley Act of 2002)
31.2 Certification of the Chief Financial Officer
pursuant to Rule 13a-14(a) ( Section 302 of
the Sarbanes-Oxley Act of 2002)
32.1 Certification of the Chief Executive Officer
pursuant to 18 U.S.C.ss.1350 (Section 906 of
the Sarbanes-Oxley Act of 2002)
32.2 Certification of the Chief Financial Officer
pursuant to 18 U.S.C.ss.1350 (Section 906 of
the Sarbanes-Oxley Act of 2002)
(b) Reports on Form 8-K:
January 7, 2003 Item 2: Acquisition of Warning Model Management,
LLC.
February 11, 2003 Item 4. Changed Certifying Auditor to Pohl,
McNabola, Berg & Co.
22
May 23, 2003 Item 5. 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".
The registrant amended its Certificate of
Incorporation to increase its authorized
Common shares from 200,000,000 shares to
800,000,000 shares.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
SIGNATURE TITLE DATE
- --------- ----- -----------
By: /S/ MICHAEL RUDOLPH Chief Executive Officer November 24, 2003
-------------------
Michael Rudolph Director, and Principal Accounting Officer
By: /S/ STEVE CHAMBERLIN Director November 24, 2003
--------------------
Steve Chamberlin
By: /S/ STANLEY TEPPER Chief Financial Officer November 24, 2003
------------------
Stanley Tepper
23