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As filed with the Securities and Exchange Commission on March 26, 2004 Reg. No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
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 No.)



9440 Santa Monica Boulevard, Suite 400
Beverly Hills, CA 90210
[phone]
(Address of principal executive offices)
________________________________________________
AMENDED CONSULTING AND LEGAL SERVICES PLAN
(Full title of plan)
________________________________

Brian Bonar
9440 Santa Monica Boulevard, Suite 400
Beverly Hills, CA 90210
(Name and address of agent for service)
[phone]
(Telephone number, including area code of agent for service)

Copy to:
Naccarato & Associates
19600 Fairchild, Suite 260
Irvine, CA 92612
[phone]


CALCULATION OF REGISTRATION FEE
Title of securities
to be registered Amount to be
Registered Proposed maximum
offering price
per share (1) Proposed maximum
Aggregate offering
Price Amount of
Registration fee

Common Stock
($.001 par value) 50,000,000 .01 $500,000 $63.35



(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 March 24, 2004.

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