<PAGE>

  As filed with the Securities and Exchange Commission on January 14, 2003
                                                                 Reg.  No.


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    _________________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       ___________________________________
                               FAMOUS FIXINS, 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  No.)

                              1325 Howard Ave. #422
                          Burlingame, California 94010
                                 (650) 340-1074
                    (Address of principal executive offices)
                ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENTS
                              (Full title of plan)
                        ________________________________

                                 Michael Rudolph
                             President,and Director
                              1325 Howard Ave. #422
                          Burlingame, California 94010
                     (Name and address of agent for service)
                                 (650) 340-1074
           (Telephone number, including area code of agent for service)

                                    Copy to:
                             Naccarato & Associates
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612
                                 (949) 851-9261

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
<TABLE>
<CAPTION>

                                          Proposed  maximum   Proposed  maximum
Title  of  securities   Amount to be      offering price      Aggregate offering    Amount  of
to be registered        Registered        per share (1)       Price                 Registration fee
----------------------- --------------- -------------------- -------------------- -------------------
<S>                       <C>                <C>               <C>                   <C>
Common  Stock
($.001  par  value)       11,000,000              .01            $110,000               $10.12
----------------------- --------------- -------------------- -------------------- -------------------
</TABLE>

(1)  Estimated  solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the upon the average of the bid and
asked  prices  per  share  of  the registrant's common stock reported by the OTC
Nasdaq  Stock  Market  on  January  9,  2003.

                                        1
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS


Item  1.          Plan  Information.*

Item  2.          Registrant  Information and Employee Plan Annual Information.*

*Information  required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities  Act  of  1933  and  the  Note  to  Part  I  of  Form  S-8.





                                        2
<PAGE>

PART  II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  by  Reference

     The  following  documents filed by Famous Fixins, Inc. (the "Company") with
the  Securities  and  Exchange Commission (the "Commission") are incorporated by
reference  herein:

     (a)  the  Company's annual report on Form 10-KSB (No.1) for the fiscal year
ended  December  31, 2001 filed pursuant to Section 13 of the Exchange Act, file
number  000-27219;

     (b)  the  Company's  quarterly  reports on Form 10-Q for the quarters ended
March  31,
2002,  June  30,  2002  and  September  30,  2002;

     (c)  the  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement  on Form 10-SB dated September 1, 1999, filed
pursuant  to Section 12(a) or 15(d) of the Exchange Act, including any amendment
or  report  filed  for  the  purpose  of  updating  the  description.

     (d)  any  document  filed  by  the  Company with the Commission pursuant to
Sections  13(a),  13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof,  but  prior  to  the  filing  of  a  post-effective  amendment  to  this
Registration  Statement  which  Indicates  that  all  shares  of  Common  Stock
registered  hereunder  have  been  sold  or  that deregisters all such shares of
common  Stock  then  remaining  unsold,  such  documents  being  deemed  to  be
incorporated  by  reference herein and to be part hereof from the date of filing
of  such  documents.

Item  4.  Description  of  Securities

     Not  applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel

     Counsel  acts  as  a  legal  consultant  for the Company from time to time.

Item  6.  Indemnification  of  Directors  and  Officers

     Our  Certificate  of Incorporation provides:  the corporation shall, to the
fullest  extent  permitted  by Article 7 of the Business Corporation Law, as the
same  may  be  amended  and  supplemented, indemnify any and all persons whom it
shall have power to indemnify under said Article from and against any and all of
the  expenses,  liabilities,  or other matters referred to in or covered by said
Article,  and  the  indemnification  provided  for  herein  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 said Article, as to action in any capacity in which
he  served  at  the  request  of  the  corporation.

Article  7  of  the  New  York  Business Corporation Law provides the following:

                                        3
<PAGE>

     Section  721. Nonexclusivity of statutory provisions for indemnification of
directors  and officers. The indemnification and advancement of expenses granted
pursuant  to,  or provided by, this article shall not be deemed exclusive of any
other  rights  to  which  a  director  or  officer  seeking  indemnification  or
advancement of expenses may be entitled, whether contained in the certificate of
incorporation  or  the  by-laws  or,  when  authorized  by  such  certificate of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors,  or  (iii)  an agreement providing for such indemnification, provided
that  no  indemnification may be made to or on behalf of any director or officer
if  a  judgment  or  other final adjudication adverse to the director or officer
establishes  that  his  acts  were  committed in bad faith or were the result of
active  and  deliberate  dishonesty  and were material to the cause of action so
adjudicated,  or  that  he personally gained in fact a financial profit or other
advantage  to  which  he  was  not  legally  entitled. Nothing contained in this
article  shall affect any rights to indemnification to which corporate personnel
other than directors and officers may be entitled by contract or otherwise under
law.

            Section  722.  Authorization  for  indemnification  of directors and
officers.

     (a)  A corporation may indemnify any person made, or threatened to be made,
a  party  to  an  action or proceeding (other than one by or in the right of the
corporation  to  procure  a  judgment  in its favor), whether civil or criminal,
including  an  action by or in the right of any other corporation of any type or
kind,  domestic  or  foreign, or any partnership, joint venture, trust, employee
benefit  plan  or  other  enterprise,  which  any  director  or  officer  of the
corporation  served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation,  or  served  such  other  corporation,  partnership, joint venture,
trust,  employee  benefit  plan  or  other  enterprise  in any capacity, against
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 director or officer acted, in good
faith,  for  a purpose which he reasonably believed to be in, or, in the case of
service  for  any  other  corporation  or any partnership, joint venture, trust,
employee benefit plan or other enterprise, 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  conduct  was  unlawful.

     (b)  The  termination of any such civil or criminal action or proceeding by
judgment,  settlement,  conviction  or  upon  a  plea of nolo contenders, or its
equivalent,  shall  not in itself create a presumption that any such director or
officer  did  not act, in good faith, for a purpose which he reasonably believed
to  be  in,  or,  in  the  case  of  service  for  any  other corporation or any
partnership,  joint  venture,  trust, employee benefit plan or other enterprise,
not  opposed  to, the best interest of the corporation or that he had reasonable
cause  to  believe  that  his  conduct  was  unlawful.

                                        4
<PAGE>

     (c)  A corporation may indemnify any person made, or threatened to be made,
a party to an action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind,  domestic  or  foreign, of any partnership, joint venture, trust, employee
benefit  plan  or  other  enterprise,  against  amounts  paid  in settlement and
reasonable  expenses,  including  attorneys'  fees,  actually  and  necessarily
incurred  by him in connection with the defense or settlement of such action, or
in connection with an appeal therein, if such director or officer acted, in good
faith,  for  a purpose which he reasonably believed to be in, or, in the case of
service  for  any  other  corporation  or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the  corporation,  except  that no indemnification under this paragraph shall be
made in respect of (1) a threatened action, or a pending action which is settled
or  otherwise  disposed  of,  or (2) any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation, unless and only
to  the  extent that the court in which the action was brought, or, if no action
was  brought,  any  court of competent jurisdiction, determines upon application
that,  in  view  of  all the circumstances of the case, the person is fairly and
reasonably  entitled  to indemnity for such portion of the settlement amount and
expenses  as  the  court  deems  proper.

               (d)  For  the  purpose  of  this  section, a corporation shall be
deemed  to  have  requested a person to serve an employee benefit plan where the
performance  by such person of his duties to the corporation also imposes duties
on,  or  otherwise involves services by, such person to the plan or participants
or  beneficiaries of the plan; excise taxes assessed on a person with respect to
an  employee  benefit plan pursuant to applicable law shall be considered fines;
and action taken or omitted by a person with respect to an employee benefit plan
in  the  performance  of  such  person's  duties  for  a
purpose  reasonably  believed,  by  such  person  to  be  in the interest of the
participants  and  beneficiaries of the plan shall be deemed to be for a purpose
which  is  not  opposed  to  the  best  interests  of  the  corporation.

            Section  723.  Payment of indemnification other than by court award.

               (a)  A  person  who  has  been  successful,  on  the  merits  or
otherwise,  in  the  defense  of a civil or criminal action or proceeding of the
character  described  in  section  722  shall  be entitled to indemnification as
authorized  in  such  section.

               (b)  Except  as  provided  in  paragraph (a), any indemnification
under  section  722  or  otherwise permitted by section 721, unless ordered by a
court  under section 724 (Indemnification of directors and officers by a court),
shall  be  made  by  the  corporation,  only if authorized in the specific case:

                                        5
<PAGE>

                  (1)  By  the  board acting by a quorum consisting of directors
who  are  not  parties  to  such  action  or  proceeding upon a finding that the
director  or officer has met the standard of conduct set forth in section 722 or
established  pursuant  to  section  721,  as  the  case  may  be,  or,

                  (2)  If  a quorum under subparagraph (1) is not obtainable or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs;

                     (A)  By  the  board  upon  the  opinion  in  writing  of
independent  legal  counsel  that indemnification is proper in the circumstances
because  the  applicable standard of conduct set forth in such sections has been
met  by  such  director  or  officer,  or

                     (B)  By  the  shareholders upon a finding that the director
or  officer  has  met  the  applicable  standard  of  conduct  set forth in such
sections.

                     (C)  Expenses  incurred  in  defending  a civil or criminal
action  or  proceeding  may  be  paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by or on
behalf  of  such director or officer to repay such amount as, and to the extent,
required  by  paragraph  (a)  of  section  725.

            Section  724.  Indemnification of directors and officers by a court.

               (a)  Notwithstanding  the  failure  of  a  corporation to provide
indemnification,  and  despite  and  contrary  resolution of the board or of the
shareholders  in the specific case under section 723 (Payment of indemnification
other  than  by court award), indemnification shall be awarded by a court to the
extent  authorized under section for indemnification of directors and officers),
722  (Authorization for indemnification of directors and officers) and paragraph
(a)  of  section  723.  Application  therefor  may  be
made,  in  every  case,  either:

                   (1)  In  the civil action or proceeding in which the expenses
were  incurred  or  other  amounts  were  paid,  or

                   (2)  To  the supreme court in a separate proceeding, in which
case the application shall set forth the disposition of any previous application
made  to  any court for the same or similar relief and also reasonable cause for
the  failure  to make application for such relief in the action or proceeding in
which  the  expenses  were  incurred  or  other  amounts  were  paid.

               (b)  The application shall be made in such manner and form as may
be  required  by  the  applicable  rules of court or, in the absence thereof, by
direction of a court to which it is made.  Such application shall be upon notice
to  the  corporation.  The  court  may  also  direct that notice be given at the
expense  of the corporation to the shareholders and such other persons as it may
designate  in  such  manner  as  it  may  require.

               (c)  Where  indemnification  is  sought  by  judicial action, the
court  may  allow  a person such reasonable expenses, including attorneys' fees,
during  the  pendency  of the litigation as are necessary in connection with his

                                        6
<PAGE>

defense therein, if the court shall find that the defendant has by his pleadings
or  during  the  course  of the litigation raised genuine issues of fact or law.

            Section  725.  Other  provisions  affecting  indemnification  of
directors  and  officers.

               (a)  All  expenses  incurred  in  defending  a  civil or criminal
action  or  proceeding which are advanced by the corporation under paragraph (c)
of section 723 (Payment of indemnification other than by court award) or allowed
by  a court under paragraph (c) of section 724 (Indemnification of directors and
officers  by  a  court)  shall  be  repaid  in  case  the  person receiving such
advancement  or  allowance  is  ultimately  found,  under  the
procedure  set forth in this article, not to be entitled to indemnification  or,
where  indemnification is granted, to the extent the expenses so advanced by the
corporation  or  allowed  by the court exceed the indemnification to which he is
entitled.

               (b)  No  indemnification,  advancement or allowance shall be made
under  this  article  in  any  circumstance  where  it  appears:

                  (1)  That  the  indemnification would be inconsistent with the
law  of  the  jurisdiction  of  incorporation  of  a  foreign  corporation which
prohibits  or  otherwise  limits  such  indemnification;

                  (2)  That  the  indemnification  would  be inconsistent with a
provision  of  the  certificate  of  incorporation,  a  by-law,  a resolution of
theboard  or of the shareholders, an agreement or other proper corporate action,
in  effect at the time of the accrual of the alleged cause of action asserted in
the  threatened  or  pending  action  or  proceeding  in which the expenses were
incurred  or  other  amounts  were  paid,  which  prohibits  or otherwise limits
indemnification;  or

                  (3) If there has been a settlement approved by the court, that
the  indemnification  would  be  inconsistent with any condition with respect to
indemnification  expressly  imposed  by  the  court in approving the settlement.

               (c)  If  any  expenses  or  other  amounts  are  paid  by  way of
indemnification,  otherwise  than  by court order or action by the shareholders,
the  corporation  shall,  not later than the next annual meeting of shareholders
unless  such  meeting is held within three months from the date of such payment,
and,  in any event, within fifteen months from the date of such payment, mail to
its  shareholders  of  record  at  the  time  entitled  to  vote  for
the  election  of directors a statement specifying the persons paid, the amounts
paid, and the nature and status at the time of such payment of the litigation or
threatened  litigation.

               (d)  If  any  action with respect to indemnification of directors
and  officers  is  taken  by  way  of  amendment  of  the by-laws, resolution of
directors,  or by agreement, then the corporation shall, not later than the next
annual  meeting of shareholders, unless such meeting is held within three months
from  the  date  of  such  action,  and,  in  any  event,

                                        7
<PAGE>

within  fifteen months from the date of such action, mail to its shareholders of
record  at  the  time entitled to vote for the election of directors a statement
specifying  the  action  taken.

               (e)  Any  notification  required  to  be  made  pursuant  to  the
foregoing  paragraph  (c)  or (d) of this section by any domestic mutual insurer
shall  be  satisfied  by compliance with the corresponding provisions of section
one  thousand  two  hundred  sixteen  of  the  insurance  law.

               (f)  The  provisions  of this article relating to indemnification
of  directors  and  officers  and  insurance  therefor  shall  apply to domestic
corporations  and  foreign  corporations doing business in this state, except as
provided  in  section  1320  (Exemption  from  certain  provisions).

            Section  726.  Insurance  for  indemnification  of  directors  and
officers.

               (a)  Subject  to paragraph (b), a corporation shall have power to
purchase  and  maintain  insurance:

                  (1)  To  indemnify the corporation for any obligation which it
incurs  as  a  result of the indemnification of directors and officers under the
provisions  of  this  article,  and

                  (2)  To indemnify directors and officers in instances in which
they may be indemnified by the corporation under the provisions of this article,
and

                  (3)  To indemnify directors and officers in instances in which
they may not otherwise be indemnified by the corporation under the provisions of
this  article  provided  the  contract  of insurance covering such directors and
officers  provides,  in  a manner acceptable to the superintendent of insurance,
for  a  retention  amount  and  for  co-insurance.

               (b)  No  insurance  under  paragraph  (a)  may  provide  for  any
payment, other than cost of defense, to or on behalf of any director or officer:

                  (1)  if  a judgment or other final adjudication adverse to the
insured  director  or officer establishes that his acts of active and deliberate
dishonesty  were  material  to  the  cause  of action so adjudicated, or that he
personally  gained in fact a financial profit or other advantage to which he was
not  legally  entitled,  or

                  (2)  in  relation  to  any  risk  the  insurance  of  which is
prohibited  under  the  insurance  law  of  this  state.

               (c)  Insurance  under  any  or all subparagraphs of paragraph (a)
may be included in a single contract or supplement thereto.  Retrospective rated
contracts  are  prohibited.

                                        8
<PAGE>


               (d)  The  corporation  shall,  within the time and to the persons
provided  in  paragraph  (c)  of  section  725  (Other  provisions  affecting
indemnification  of  directors  or officers), mail a statement in respect of any
insurance  it  has  purchased  or  renewed  under  this  section, specifying the
insurance  carrier,  date  of  the  contract,  cost  of the insurance, corporate
positions  insured, and a statement explaining all sums, not previously reported
in  a  statement  to  shareholders,  paid  under  any  indemnification insurance
contract.

               (e)  This  section  is  the public policy of this state to spread
the  risk  of corporate management, notwithstanding any other general or special
law of this state or of any other jurisdiction including the federal government.

         Our  Certificate of Incorporation further provides:  personal liability
of  the  directors  of  the  corporation  is  eliminated  to  the fullest extent
permitted  by  the  provisions  of  paragraph (b) of Section 402 of the Business
Corporation  Law,  as  the  same  may  be  amended  and  supplemented.

      Section  402(b)  of  the  New York Business Corporation Law provides:  the
certificate  of  incorporation may set forth a provision eliminating or limiting
the  personal  liability of directors to the corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall  eliminate  or  limit:  (1) the liability of any director if a judgment or
other  final  adjudication adverse to him establishes that his acts or omissions
were  in  bad faith or involved intentional misconduct or a knowing violation of
law  or  that he personally gained in fact a financial profit or other advantage
to  which  he was not legally entitled or that his acts violated Section 719, or
(2) the liability of any director for any act or omissions prior to the adoption
of  a  provision  authorized  by  this  paragraph.

      Insofar  as  indemnification  for liabilities arising under the Securities
Act  may  be  permitted to directors, officers and controlling persons of Famous
Fixins  pursuant  to the foregoing provisions or otherwise, we are aware that in
the  opinion  of  the  SEC,  such  indemnification  is  against public policy as
expressed  in  the  Securities  Act  and  is,  therefore,  unenforceable.

     Insofar as indemnification for liabilities arising under the Securities 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  Securities  Act  and  is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities, other than the payment by us
of  expenses  incurred  or paid by any of our directors, officers or controlling
persons 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, we will, unless in the opinion of our counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to  a  court of
appropriate  jurisdiction  the  question  whether  such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by
the  final  adjudication  of  such  issue.

                                        9
<PAGE>


Section  102  of  the  Delaware  General Corporation Law allows a corporation to
eliminate  the  personal  liability  of  directors  of  a  corporation  to  the
corporation  or  to  any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his  or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct

Item  7.  Exemption  from  Registration  Claimed

Not  applicable.

Item  8.     Exhibits

     The  Exhibits  to  this  registration  statement are listed in the index to
Exhibits  on  page  13.

Item  9.  Undertakings

(a)     The  undersigned  registrant  hereby  undertakes:

     (1)     To  file during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus  required by Section 10(a)(3) of the
     securities  Act  1933:

          (ii)  To  reflect  in the prospectus any facts or events arising after
     the  effective  date  of  this  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 this
     Registration  Statement:

          (iii)     To include any material information with respect to the plan
of  distribution  not previously disclosed in this Registration Statement or any
material  change  to  such information in this Registration Statement; provided,
however,  that  paragraph  (1)(i)  and  (1)(ii)  do not apply if the information
required  to  be  included  in  a post-effective amendment by those paragraph is
contained  in  periodic  reports  filed by the Company pursuant to Section 13 or
Section  15  (d)  of the Exchange Act that are incorporated by reference in this
Registration  Statement.

     (2)     That  for  the  purpose  of  determining  any  liability  under the
Securities  Act  of 1933, each such post-effective amendments shall be deemed to
be  a new registration statement relating to the securities offered therein, and
the  offering  of such securities at that time shall be deemed to be the initial
bona  fide  offering  thereof.

                                       10
<PAGE>


     (3)     To  remove  from registration by mean of a post-effective amendment
any  of  the  securities  being  registered  hereunder that remain unsold at the
termination  of  the  offering.

(b)     The  undersigned  Company  hereby  undertakes  that  for  purposes  of
determining  any  liability under the Securities Act of 1933, each filing of the
company's  annual  report  pursuant  to  Section 13 (a) or Section 15 (d) of the
Securities  and  Exchange  Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to  the securities offered therein and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described provisions or otherwise, the Company
has  been  advised that in the opinion of the Commission such indemnification is
against  public  policy  as  expressed  in  the  Securities  act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company 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  Company  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 of 1933 and will be governed by the
final  adjudication  of  such  issue.


                                       11
<PAGE>

                                   SIGNATURES


     Pursuant  to 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  for  filing  a  form  S-8  and  has  duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on January 14, 2003.

                              Famous  Fixins,  Inc.



                              By  /s/  S.  Michael  Rudolph
                              S.  Michael Rudolph, President and Chief Executive
                              Officer



                                       12
<PAGE>
                                INDEX TO EXHIBITS



EXHIBIT                                                      SEQUENTIALLY
NO.                     DESCRIPTION                          NUMBERED  PAGES
---                     -----------                         ---------------


4.1        Advisory  and  Consulting  Agreement
4.1(a)     Consulting  Agreement  -  Howard  Schraub
4.1(b)     Consulting  Agreement  -  Peter  Benz
4.1(c)     Consulting  Agreement  -  Owen  Naccarato
5.1        Opinion  of  Naccarato  &  Associates
23.1       Consent  of  Freeman  and  Davis  LLP,  Independent  Auditors
23.2       Consent  of  Naccarato  &  Associates
           (filed  as  part  of  Exhibit  5.1)


                                       13
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 32025}]
{"company-data": {"conformed-name": "FAMOUS FIXINS INC", "cik": "0001052706", "assigned-sic": "5140", "irs-number": "133865655", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102517", "film-number": "03514302"}, "business-address": {"street1": "250 WEST 57TH ST", "street2": "STE 1112", "city": "NEW YORK", "state": "NY", "zip": "10107", "phone": "2122457773"}, "mail-address": {"street1": "250 WEST 57TH ST", "street2": "STE 1112", "city": "NEW YORK", "state": "NY", "zip": "10107"}}
As filed with the Securities and Exchange Commission on January 14, 2003
                                                                 Reg.  No.

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                    _________________________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                       ___________________________________
                               FAMOUS FIXINS, 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  No.)

                              1325 Howard Ave. #422
                          Burlingame, California 94010
                                 (650) 340-1074
                    (Address of principal executive offices)
                ________________________________________________

                       ADVISORY AND CONSULTING AGREEMENTS
                              (Full title of plan)
                        ________________________________

                                 Michael Rudolph
                             President,and Director
                              1325 Howard Ave. #422
                          Burlingame, California 94010
                     (Name and address of agent for service)
                                 (650) 340-1074
           (Telephone number, including area code of agent for service)

                                    Copy to:
                             Naccarato & Associates
                           19600 Fairchild, Suite 260
                                Irvine, CA 92612
                                 (949) 851-9261

                         CALCULATION OF REGISTRATION FEE
                         -------------------------------
Proposed  maximum   Proposed  maximum
Title  of  securities   Amount to be      offering price      Aggregate offering    Amount  of
to be registered        Registered        per share (1)       Price                 Registration fee
----------------------- --------------- -------------------- -------------------- -------------------
Common  Stock
($.001  par  value)       11,000,000              .01            $110,000               $10.12
----------------------- --------------- -------------------- -------------------- -------------------
(1)  Estimated  solely for the purpose of determining the amount of registration
fee and pursuant to Rules 457(c) and 457(h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the upon the average of the bid and
asked  prices  per  share  of  the registrant's common stock reported by the OTC
Nasdaq  Stock  Market  on  January  9,  2003.

                                        1
PART I

              INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS

Item  1.          Plan  Information.*

Item  2.          Registrant  Information and Employee Plan Annual Information.*

*Information  required by Part 1 to be contained in the Section 10(a) prospectus
is omitted from the registration statement in accordance with Rule 428 under the
Securities  Act  of  1933  and  the  Note  to  Part  I  of  Form  S-8.

                                        2
PART  II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item  3.  Incorporation  of  Documents  by  Reference

     The  following  documents filed by Famous Fixins, Inc. (the "Company") with
the  Securities  and  Exchange Commission (the "Commission") are incorporated by
reference  herein:

     (a)  the  Company's annual report on Form 10-KSB (No.1) for the fiscal year
ended  December  31, 2001 filed pursuant to Section 13 of the Exchange Act, file
number  000-27219;

     (b)  the  Company's  quarterly  reports on Form 10-Q for the quarters ended
March  31,
2002,  June  30,  2002  and  September  30,  2002;

     (c)  the  description  of  the  Company's  Common  Stock  contained  in the
Company's  Registration  Statement  on Form 10-SB dated September 1, 1999, filed
pursuant  to Section 12(a) or 15(d) of the Exchange Act, including any amendment
or  report  filed  for  the  purpose  of  updating  the  description.

     (d)  any  document  filed  by  the  Company with the Commission pursuant to
Sections  13(a),  13( c), 14 or 15(d) of the Exchange Act subsequent to the date
hereof,  but  prior  to  the  filing  of  a  post-effective  amendment  to  this
Registration  Statement  which  Indicates  that  all  shares  of  Common  Stock
registered  hereunder  have  been  sold  or  that deregisters all such shares of
common  Stock  then  remaining  unsold,  such  documents  being  deemed  to  be
incorporated  by  reference herein and to be part hereof from the date of filing
of  such  documents.

Item  4.  Description  of  Securities

     Not  applicable.

Item  5.  Interests  of  Named  Experts  and  Counsel

     Counsel  acts  as  a  legal  consultant  for the Company from time to time.

Item  6.  Indemnification  of  Directors  and  Officers

     Our  Certificate  of Incorporation provides:  the corporation shall, to the
fullest  extent  permitted  by Article 7 of the Business Corporation Law, as the
same  may  be  amended  and  supplemented, indemnify any and all persons whom it
shall have power to indemnify under said Article from and against any and all of
the  expenses,  liabilities,  or other matters referred to in or covered by said
Article,  and  the  indemnification  provided  for  herein  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 said Article, as to action in any capacity in which
he  served  at  the  request  of  the  corporation.

Article  7  of  the  New  York  Business Corporation Law provides the following:

                                        3
Section  721. Nonexclusivity of statutory provisions for indemnification of
directors  and officers. The indemnification and advancement of expenses granted
pursuant  to,  or provided by, this article shall not be deemed exclusive of any
other  rights  to  which  a  director  or  officer  seeking  indemnification  or
advancement of expenses may be entitled, whether contained in the certificate of
incorporation  or  the  by-laws  or,  when  authorized  by  such  certificate of
incorporation or by-laws, (i) a resolution of shareholders, (ii) a resolution of
directors,  or  (iii)  an agreement providing for such indemnification, provided
that  no  indemnification may be made to or on behalf of any director or officer
if  a  judgment  or  other final adjudication adverse to the director or officer
establishes  that  his  acts  were  committed in bad faith or were the result of
active  and  deliberate  dishonesty  and were material to the cause of action so
adjudicated,  or  that  he personally gained in fact a financial profit or other
advantage  to  which  he  was  not  legally  entitled. Nothing contained in this
article  shall affect any rights to indemnification to which corporate personnel
other than directors and officers may be entitled by contract or otherwise under
law.

            Section  722.  Authorization  for  indemnification  of directors and
officers.

     (a)  A corporation may indemnify any person made, or threatened to be made,
a  party  to  an  action or proceeding (other than one by or in the right of the
corporation  to  procure  a  judgment  in its favor), whether civil or criminal,
including  an  action by or in the right of any other corporation of any type or
kind,  domestic  or  foreign, or any partnership, joint venture, trust, employee
benefit  plan  or  other  enterprise,  which  any  director  or  officer  of the
corporation  served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation,  or  served  such  other  corporation,  partnership, joint venture,
trust,  employee  benefit  plan  or  other  enterprise  in any capacity, against
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 director or officer acted, in good
faith,  for  a purpose which he reasonably believed to be in, or, in the case of
service  for  any  other  corporation  or any partnership, joint venture, trust,
employee benefit plan or other enterprise, 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  conduct  was  unlawful.

     (b)  The  termination of any such civil or criminal action or proceeding by
judgment,  settlement,  conviction  or  upon  a  plea of nolo contenders, or its
equivalent,  shall  not in itself create a presumption that any such director or
officer  did  not act, in good faith, for a purpose which he reasonably believed
to  be  in,  or,  in  the  case  of  service  for  any  other corporation or any
partnership,  joint  venture,  trust, employee benefit plan or other enterprise,
not  opposed  to, the best interest of the corporation or that he had reasonable
cause  to  believe  that  his  conduct  was  unlawful.

                                        4
(c)  A corporation may indemnify any person made, or threatened to be made,
a party to an action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind,  domestic  or  foreign, of any partnership, joint venture, trust, employee
benefit  plan  or  other  enterprise,  against  amounts  paid  in settlement and
reasonable  expenses,  including  attorneys'  fees,  actually  and  necessarily
incurred  by him in connection with the defense or settlement of such action, or
in connection with an appeal therein, if such director or officer acted, in good
faith,  for  a purpose which he reasonably believed to be in, or, in the case of
service  for  any  other  corporation  or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the  corporation,  except  that no indemnification under this paragraph shall be
made in respect of (1) a threatened action, or a pending action which is settled
or  otherwise  disposed  of,  or (2) any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation, unless and only
to  the  extent that the court in which the action was brought, or, if no action
was  brought,  any  court of competent jurisdiction, determines upon application
that,  in  view  of  all the circumstances of the case, the person is fairly and
reasonably  entitled  to indemnity for such portion of the settlement amount and
expenses  as  the  court  deems  proper.

               (d)  For  the  purpose  of  this  section, a corporation shall be
deemed  to  have  requested a person to serve an employee benefit plan where the
performance  by such person of his duties to the corporation also imposes duties
on,  or  otherwise involves services by, such person to the plan or participants
or  beneficiaries of the plan; excise taxes assessed on a person with respect to
an  employee  benefit plan pursuant to applicable law shall be considered fines;
and action taken or omitted by a person with respect to an employee benefit plan
in  the  performance  of  such  person's  duties  for  a
purpose  reasonably  believed,  by  such  person  to  be  in the interest of the
participants  and  beneficiaries of the plan shall be deemed to be for a purpose
which  is  not  opposed  to  the  best  interests  of  the  corporation.

            Section  723.  Payment of indemnification other than by court award.

               (a)  A  person  who  has  been  successful,  on  the  merits  or
otherwise,  in  the  defense  of a civil or criminal action or proceeding of the
character  described  in  section  722  shall  be entitled to indemnification as
authorized  in  such  section.

               (b)  Except  as  provided  in  paragraph (a), any indemnification
under  section  722  or  otherwise permitted by section 721, unless ordered by a
court  under section 724 (Indemnification of directors and officers by a court),
shall  be  made  by  the  corporation,  only if authorized in the specific case:

                                        5
(1)  By  the  board acting by a quorum consisting of directors
who  are  not  parties  to  such  action  or  proceeding upon a finding that the
director  or officer has met the standard of conduct set forth in section 722 or
established  pursuant  to  section  721,  as  the  case  may  be,  or,

                  (2)  If  a quorum under subparagraph (1) is not obtainable or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs;

                     (A)  By  the  board  upon  the  opinion  in  writing  of
independent  legal  counsel  that indemnification is proper in the circumstances
because  the  applicable standard of conduct set forth in such sections has been
met  by  such  director  or  officer,  or

                     (B)  By  the  shareholders upon a finding that the director
or  officer  has  met  the  applicable  standard  of  conduct  set forth in such
sections.

                     (C)  Expenses  incurred  in  defending  a civil or criminal
action  or  proceeding  may  be  paid by the corporation in advance of the final
disposition of such action or proceeding upon receipt of an undertaking by or on
behalf  of  such director or officer to repay such amount as, and to the extent,
required  by  paragraph  (a)  of  section  725.

            Section  724.  Indemnification of directors and officers by a court.

               (a)  Notwithstanding  the  failure  of  a  corporation to provide
indemnification,  and  despite  and  contrary  resolution of the board or of the
shareholders  in the specific case under section 723 (Payment of indemnification
other  than  by court award), indemnification shall be awarded by a court to the
extent  authorized under section for indemnification of directors and officers),
722  (Authorization for indemnification of directors and officers) and paragraph
(a)  of  section  723.  Application  therefor  may  be
made,  in  every  case,  either:

                   (1)  In  the civil action or proceeding in which the expenses
were  incurred  or  other  amounts  were  paid,  or

                   (2)  To  the supreme court in a separate proceeding, in which
case the application shall set forth the disposition of any previous application
made  to  any court for the same or similar relief and also reasonable cause for
the  failure  to make application for such relief in the action or proceeding in
which  the  expenses  were  incurred  or  other  amounts  were  paid.

               (b)  The application shall be made in such manner and form as may
be  required  by  the  applicable  rules of court or, in the absence thereof, by
direction of a court to which it is made.  Such application shall be upon notice
to  the  corporation.  The  court  may  also  direct that notice be given at the
expense  of the corporation to the shareholders and such other persons as it may
designate  in  such  manner  as  it  may  require.

               (c)  Where  indemnification  is  sought  by  judicial action, the
court  may  allow  a person such reasonable expenses, including attorneys' fees,
during  the  pendency  of the litigation as are necessary in connection with his

                                        6
defense therein, if the court shall find that the defendant has by his pleadings
or  during  the  course  of the litigation raised genuine issues of fact or law.

            Section  725.  Other  provisions  affecting  indemnification  of
directors  and  officers.

               (a)  All  expenses  incurred  in  defending  a  civil or criminal
action  or  proceeding which are advanced by the corporation under paragraph (c)
of section 723 (Payment of indemnification other than by court award) or allowed
by  a court under paragraph (c) of section 724 (Indemnification of directors and
officers  by  a  court)  shall  be  repaid  in  case  the  person receiving such
advancement  or  allowance  is  ultimately  found,  under  the
procedure  set forth in this article, not to be entitled to indemnification  or,
where  indemnification is granted, to the extent the expenses so advanced by the
corporation  or  allowed  by the court exceed the indemnification to which he is
entitled.

               (b)  No  indemnification,  advancement or allowance shall be made
under  this  article  in  any  circumstance  where  it  appears:

                  (1)  That  the  indemnification would be inconsistent with the
law  of  the  jurisdiction  of  incorporation  of  a  foreign  corporation which
prohibits  or  otherwise  limits  such  indemnification;

                  (2)  That  the  indemnification  would  be inconsistent with a
provision  of  the  certificate  of  incorporation,  a  by-law,  a resolution of
theboard  or of the shareholders, an agreement or other proper corporate action,
in  effect at the time of the accrual of the alleged cause of action asserted in
the  threatened  or  pending  action  or  proceeding  in which the expenses were
incurred  or  other  amounts  were  paid,  which  prohibits  or otherwise limits
indemnification;  or

                  (3) If there has been a settlement approved by the court, that
the  indemnification  would  be  inconsistent with any condition with respect to
indemnification  expressly  imposed  by  the  court in approving the settlement.

               (c)  If  any  expenses  or  other  amounts  are  paid  by  way of
indemnification,  otherwise  than  by court order or action by the shareholders,
the  corporation  shall,  not later than the next annual meeting of shareholders
unless  such  meeting is held within three months from the date of such payment,
and,  in any event, within fifteen months from the date of such payment, mail to
its  shareholders  of  record  at  the  time  entitled  to  vote  for
the  election  of directors a statement specifying the persons paid, the amounts
paid, and the nature and status at the time of such payment of the litigation or
threatened  litigation.

               (d)  If  any  action with respect to indemnification of directors
and  officers  is  taken  by  way  of  amendment  of  the by-laws, resolution of
directors,  or by agreement, then the corporation shall, not later than the next
annual  meeting of shareholders, unless such meeting is held within three months
from  the  date  of  such  action,  and,  in  any  event,

                                        7
within  fifteen months from the date of such action, mail to its shareholders of
record  at  the  time entitled to vote for the election of directors a statement
specifying  the  action  taken.

               (e)  Any  notification  required  to  be  made  pursuant  to  the
foregoing  paragraph  (c)  or (d) of this section by any domestic mutual insurer
shall  be  satisfied  by compliance with the corresponding provisions of section
one  thousand  two  hundred  sixteen  of  the  insurance  law.

               (f)  The  provisions  of this article relating to indemnification
of  directors  and  officers  and  insurance  therefor  shall  apply to domestic
corporations  and  foreign  corporations doing business in this state, except as
provided  in  section  1320  (Exemption  from  certain  provisions).

            Section  726.  Insurance  for  indemnification  of  directors  and
officers.

               (a)  Subject  to paragraph (b), a corporation shall have power to
purchase  and  maintain  insurance:

                  (1)  To  indemnify the corporation for any obligation which it
incurs  as  a  result of the indemnification of directors and officers under the
provisions  of  this  article,  and

                  (2)  To indemnify directors and officers in instances in which
they may be indemnified by the corporation under the provisions of this article,
and

                  (3)  To indemnify directors and officers in instances in which
they may not otherwise be indemnified by the corporation under the provisions of
this  article  provided  the  contract  of insurance covering such directors and
officers  provides,  in  a manner acceptable to the superintendent of insurance,
for  a  retention  amount  and  for  co-insurance.

               (b)  No  insurance  under  paragraph  (a)  may  provide  for  any
payment, other than cost of defense, to or on behalf of any director or officer:

                  (1)  if  a judgment or other final adjudication adverse to the
insured  director  or officer establishes that his acts of active and deliberate
dishonesty  were  material  to  the  cause  of action so adjudicated, or that he
personally  gained in fact a financial profit or other advantage to which he was
not  legally  entitled,  or

                  (2)  in  relation  to  any  risk  the  insurance  of  which is
prohibited  under  the  insurance  law  of  this  state.

               (c)  Insurance  under  any  or all subparagraphs of paragraph (a)
may be included in a single contract or supplement thereto.  Retrospective rated
contracts  are  prohibited.

                                        8
(d)  The  corporation  shall,  within the time and to the persons
provided  in  paragraph  (c)  of  section  725  (Other  provisions  affecting
indemnification  of  directors  or officers), mail a statement in respect of any
insurance  it  has  purchased  or  renewed  under  this  section, specifying the
insurance  carrier,  date  of  the  contract,  cost  of the insurance, corporate
positions  insured, and a statement explaining all sums, not previously reported
in  a  statement  to  shareholders,  paid  under  any  indemnification insurance
contract.

               (e)  This  section  is  the public policy of this state to spread
the  risk  of corporate management, notwithstanding any other general or special
law of this state or of any other jurisdiction including the federal government.

         Our  Certificate of Incorporation further provides:  personal liability
of  the  directors  of  the  corporation  is  eliminated  to  the fullest extent
permitted  by  the  provisions  of  paragraph (b) of Section 402 of the Business
Corporation  Law,  as  the  same  may  be  amended  and  supplemented.

      Section  402(b)  of  the  New York Business Corporation Law provides:  the
certificate  of  incorporation may set forth a provision eliminating or limiting
the  personal  liability of directors to the corporation or its shareholders for
damages for any breach of duty in such capacity, provided that no such provision
shall  eliminate  or  limit:  (1) the liability of any director if a judgment or
other  final  adjudication adverse to him establishes that his acts or omissions
were  in  bad faith or involved intentional misconduct or a knowing violation of
law  or  that he personally gained in fact a financial profit or other advantage
to  which  he was not legally entitled or that his acts violated Section 719, or
(2) the liability of any director for any act or omissions prior to the adoption
of  a  provision  authorized  by  this  paragraph.

      Insofar  as  indemnification  for liabilities arising under the Securities
Act  may  be  permitted to directors, officers and controlling persons of Famous
Fixins  pursuant  to the foregoing provisions or otherwise, we are aware that in
the  opinion  of  the  SEC,  such  indemnification  is  against public policy as
expressed  in  the  Securities  Act  and  is,  therefore,  unenforceable.

     Insofar as indemnification for liabilities arising under the Securities 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  Securities  Act  and  is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities, other than the payment by us
of  expenses  incurred  or paid by any of our directors, officers or controlling
persons 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, we will, unless in the opinion of our counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to  a  court of
appropriate  jurisdiction  the  question  whether  such indemnification by us is
against public policy as expressed in the Securities Act and will be governed by
the  final  adjudication  of  such  issue.

                                        9
Section  102  of  the  Delaware  General Corporation Law allows a corporation to
eliminate  the  personal  liability  of  directors  of  a  corporation  to  the
corporation  or  to  any of its stockholders for monetary damage for a breach of
his fiduciary duty as a director, except in the case where the director breached
his  or her duty of loyalty, failed to act in good faith, engaged in intentional
misconduct

Item  7.  Exemption  from  Registration  Claimed

Not  applicable.

Item  8.     Exhibits

     The  Exhibits  to  this  registration  statement are listed in the index to
Exhibits  on  page  13.

Item  9.  Undertakings

(a)     The  undersigned  registrant  hereby  undertakes:

     (1)     To  file during any period in which offers or sales are being made,
a  post-effective  amendment  to  this  Registration  Statement:

          (i)  To  include  any  prospectus  required by Section 10(a)(3) of the
     securities  Act  1933:

          (ii)  To  reflect  in the prospectus any facts or events arising after
     the  effective  date  of  this  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 this
     Registration  Statement:

          (iii)     To include any material information with respect to the plan
of  distribution  not previously disclosed in this Registration Statement or any
material  change  to  such information in this Registration Statement; provided,
however,  that  paragraph  (1)(i)  and  (1)(ii)  do not apply if the information
required  to  be  included  in  a post-effective amendment by those paragraph is
contained  in  periodic  reports  filed by the Company pursuant to Section 13 or
Section  15  (d)  of the Exchange Act that are incorporated by reference in this
Registration  Statement.

     (2)     That  for  the  purpose  of  determining  any  liability  under the
Securities  Act  of 1933, each such post-effective amendments shall be deemed to
be  a new registration statement relating to the securities offered therein, and
the  offering  of such securities at that time shall be deemed to be the initial
bona  fide  offering  thereof.

                                       10
(3)     To  remove  from registration by mean of a post-effective amendment
any  of  the  securities  being  registered  hereunder that remain unsold at the
termination  of  the  offering.

(b)     The  undersigned  Company  hereby  undertakes  that  for  purposes  of
determining  any  liability under the Securities Act of 1933, each filing of the
company's  annual  report  pursuant  to  Section 13 (a) or Section 15 (d) of the
Securities  and  Exchange  Act of 1934 (and, where applicable, each filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act  of  1934)  that  is  incorporated by reference in the
Registration  Statement  shall  be  deemed  to  be  a new registration statement
relating  to  the securities offered therein and the offering of such securities
at  that  time  shall  be  deemed  to be the initial bona fide offering thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  of  1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the above-described provisions or otherwise, the Company
has  been  advised that in the opinion of the Commission such indemnification is
against  public  policy  as  expressed  in  the  Securities  act of 1933 and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such  liabilities (other than the payment by the Company of expenses incurred or
paid  by  a  director,  officer  or  controlling  person  of  the Company 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  Company  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 of 1933 and will be governed by the
final  adjudication  of  such  issue.

                                       11
SIGNATURES

     Pursuant  to 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  for  filing  a  form  S-8  and  has  duly caused this Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California on January 14, 2003.

                              Famous  Fixins,  Inc.

                              By  /s/  S.  Michael  Rudolph
                              S.  Michael Rudolph, President and Chief Executive
                              Officer

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INDEX TO EXHIBITS

EXHIBIT                                                      SEQUENTIALLY
NO.                     DESCRIPTION                          NUMBERED  PAGES
---                     -----------                         ---------------

4.1        Advisory  and  Consulting  Agreement
4.1(a)     Consulting  Agreement  -  Howard  Schraub
4.1(b)     Consulting  Agreement  -  Peter  Benz
4.1(c)     Consulting  Agreement  -  Owen  Naccarato
5.1        Opinion  of  Naccarato  &  Associates
23.1       Consent  of  Freeman  and  Davis  LLP,  Independent  Auditors
23.2       Consent  of  Naccarato  &  Associates
           (filed  as  part  of  Exhibit  5.1)

                                       13