posted June 26, 2004 20:05            

June 24 , 2004

Dear Stockholder:

You are cordially invited to attend the Special Meeting of Stockholders of Warning Model Management, Inc. ("WNMI" or the “Company”), a New York Corporation, to be held on August 5, 2004 at 9:00 A.M., local time, at The Regent Beverly Wilshire, Burgundi Room, 9500 Wilshire Boulevard, Beverly Hills, CA, 90212.

At the Special Meeting, the Stockholders will vote upon the following:

1. To increase the number of authorized shares of our common stock from 800,000,000 to 2,000,000,000;

2. To change the Company name to Warning Management Services Inc.;

3. To approve the Company's 2004 Employee Stock Option Plan (the "2004 Stock Option Plan"), pursuant to which up to 20,000,000 shares of the Company's common stock, par value $.001 per share (the "Common Stock") will be reserved or may be reserved for issuance over the term of the 2004 Stock Option Plan; and

4. To authorize the Company to issue up to 20,000,000 shares of Preferred Stock.

BECAUSE OF THE SIGNIFICANCE OF THIS PROPOSAL TO THE COMPANY AND ITS SHAREHOLDERS, IT IS VITAL THAT EVERY SHAREHOLDER VOTES AT THE SPECIAL MEETING IN PERSON OR BY PROXY.

The foregoing items of business are more fully described in the Proxy Statement that is attached and made a part of this Notice.

The Board of Directors has fixed the close of business on June 23, 2004 as the record date for determining the stockholders entitled to notice of and to vote at the Special Meeting and any adjournment or postponement thereof.

The Company's board of directors unanimously recommends that you vote FOR all of the above-mentioned proposals .

I hope you will be able to attend the Meeting. However, whether or not you plan to attend the Meeting, we request that you vote with the enclosed proxy card.

If you should have any questions in regard to any of the above-mentioned proposals, please do not hesitate to call our Stockholder Relations Department or me at (310) 860-9969.

Sincerely yours,

/s/Brian Bonar

Brian Bonar
Chairman and Chief Executive Officer

YOUR VOTE IS IMPORTANT

Whether or not you expect to attend in person, we urge you to vote your shares by signing, dating, and returning the enclosed proxy card at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. An addressed envelope is enclosed if you wish to vote your shares by mail. Submitting your proxy now will not prevent you from voting your stock at the meeting if you desire to do so, as your vote by proxy is revocable at your option.

posted June 29, 2004 08:04            

 
Warning! Photography Shooting and Growing

LOS ANGELES, Jun 29, 2004 /PRNewswire via COMTEX/ -- Warning Management Inc. is pleased to announce the representation of Olaf Heine. Olaf is an extremely prominent music photographer having worked with such artists as Coldplay, Sting, Ricky Martin and Bon Jovi. Olaf joins Warning Photography's Marc Baptise, Brian Bowen Smith and Randall Slavin.

Warning Photography has had an outstanding last month with notable shoots such as Paris Hilton by Marc Baptise for the cover of British Elle and an upcoming advertising campaign. Randall shot Kelly Brook for her 2005 calendar. Brian Bowen Smith shot The Sparta Album cover for Geffen Records, The Rene Olstead cover for Warner Brother Records and The Incubus Book Project. Brian has upcoming editorial projects for Vanity Fair, US magazine and Out magazine as well as the poster for the film "Alfie" starring Jude Law. Marc will be shooting the "Last First Kiss" movie poster with Eva Mendes and Will Smith.

About Warning Model Management, Inc.

Warning Model Management (WNMI) was founded in 1998. Headquartered in Los Angeles, California, is a full-service model and talent agency. The focus of Warning Model Management is to develop and supply both male and female models, for a variety of assignments, including, but not limited to; fashion editorials, product catalogues, personal appearances, newspaper, advertisements, posters, websites, billboards, bus sides, look books and many other media outlets. The company also provides models and actors for all forms of Television and Film work as well as industrial videos. Warning Photography represents some of the world's top photographers. They shoot assignments for magazines and advertising as well as movie posters, album covers and Billboards. Warning Management currently manages the endorsements and product licensing of a select group of high profile celebrities.

Statements in this press release that are not historical facts are forward-looking statements, including statements regarding future revenues and sales projections, plans for future financing, the ability to meet operational milestones, marketing arrangements and plans, and shipments to and regulatory approvals in international markets. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, our ability to obtain additional financing that will allow us to continue our current and future operations and whether demand for our products and services in domestic and international markets will continue to expand. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in the Company's expectations with regard to these forward-looking statements or the occurrence of unanticipated events. Factors that may impact the Company's success are more fully disclosed in the Company's most recent public filings with the U.S. Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K for the year ended Dec. 31, 2002, and its subsequent filings with the SEC.

For further information please contact Brian Bonar, Chief Executive Officer of Warning Model Management, Inc., +1-310-860-9969.

SOURCE Warning Model Management, Inc.

posted June 29, 2004 15:33            

The rest of the otc followers just got it this afternoon.

posted June 29, 2004 15:46            

LOS ANGELES, June 29 /PRNewswire/ -- Warning Management Inc. is pleased to announce the representation of Olaf Heine. Olaf is an extremely prominent music photographer having worked with such artists as Coldplay, Sting, Ricky Martin and Bon Jovi. Olaf joins Warning Photography's Marc Baptise, Brian Bowen Smith and Randall Slavin.
ADVERTISEMENT


Warning Photography has had an outstanding last month with notable shoots such as Paris Hilton by Marc Baptise for the cover of British Elle and an upcoming advertising campaign. Randall shot Kelly Brook for her 2005 calendar. Brian Bowen Smith shot The Sparta Album cover for Geffen Records, The Rene Olstead cover for Warner Brother Records and The Incubus Book Project. Brian has upcoming editorial projects for Vanity Fair, US magazine and Out magazine as well as the poster for the film "Alfie" starring Jude Law. Marc will be shooting the "Last First Kiss" movie poster with Eva Mendes and Will Smith.

About Warning Model Management, Inc.

Warning Model Management (OTC Bulletin Board: WNMI - News) was founded in 1998. Headquartered in Los Angeles, California, is a full-service model and talent agency. The focus of Warning Model Management is to develop and supply both male and female models, for a variety of assignments, including, but not limited to; fashion editorials, product catalogues, personal appearances, newspaper, advertisements, posters, websites, billboards, bus sides, look books and many other media outlets. The company also provides models and actors for all forms of Television and Film work as well as industrial videos. Warning Photography represents some of the world's top photographers. They shoot assignments for magazines and advertising as well as movie posters, album covers and Billboards. Warning Management currently manages the endorsements and product licensing of a select group of high profile celebrities.

Statements in this press release that are not historical facts are forward-looking statements, including statements regarding future revenues and sales projections, plans for future financing, the ability to meet operational milestones, marketing arrangements and plans, and shipments to and regulatory approvals in international markets. Such statements reflect management's current views, are based on certain assumptions and involve risks and uncertainties. Actual results, events, or performance may differ materially from the above forward-looking statements due to a number of important factors, and will be dependent upon a variety of factors, including, but not limited to, our ability to obtain additional financing that will allow us to continue our current and future operations and whether demand for our products and services in domestic and international markets will continue to expand. The Company undertakes no obligation to publicly update these forward-looking statements to reflect events or circumstances that occur after the date hereof or to reflect any change in the Company's expectations with regard to these forward-looking statements or the occurrence of unanticipated events. Factors that may impact the Company's success are more fully disclosed in the Company's most recent public filings with the U.S. Securities and Exchange Commission ("SEC"), including its annual report on Form 10-K for the year ended Dec. 31, 2002, and its subsequent filings with the SEC.

For further information please contact Brian Bonar, Chief Executive Officer of Warning Model Management, Inc., +1-310-860-9969.

posted June 29, 2004 15:48            

(OTC Bulletin Board: WNMI - News) the second one contains this as the dif.

posted June 30, 2004 10:11            

quote:

---

Originally posted by Bob Frey:
Daytraders getting spanked from yesterday. May set a new recent low here and prob will.

---

posted June 30, 2004 10:17            

I am accumilating the stock. They are increasing the availible outstanding from 800 million to 2 billion. If all 2 billion were out today the market cap would only be about 9.8 mil with a 0.0047 bid. I am thinking it is worth alot more than that.

Depending on what they do with the extra 1.2 billion shares this could be a great play from here. I am betting on it at the moment.

Just my guess and I am no expert.

posted June 30, 2004 10:18            

quote:

---

Originally posted by Bob Frey:
I like the guy running the business "Steve Chamberlin".

I am accumilating the stock. They are increasing the availible outstanding from 800 million to 2 billion. If all 2 billion were out today the market cap would only be about 9.8 mil with a 0.0047 bid. I am thinking it is worth alot more than that.

Depending on what they do with the extra 1.2 billion shares this could be a great play from here. I am betting on it at the moment.

Just my guess and I am no expert.

---

posted June 30, 2004 15:02            

quote:

---

Originally posted by Meshoe45:
This thing doesn't like to stay above .005 huh?

---

posted July 06, 2004 22:06            

250k for the Photography division that didn't start until March 25 and is expected to produce 1MM in it's first year based off the PR.

500k with the addition of Dina Ziegler's portfolio which produced 2MM last year and was not a part of WARNING in Q1.

100K Just a guess at the revenues produced with the addition of Malia,Paris,Rodman, Bullrun.....this is just a wild guess so feel free to provide your own estimate.

400k Business as usual not including any of the above new additions.

1,250M total. Not too shabby considering the current PPS.

posted July 07, 2004 09:05            

quote:

---

Originally posted by f15crew:
Paris was on one of the late night shows last night. Did anyone see it? I am just wondering if she said anything that might benefit the company.

Randy

---

It was a Letterman rerun, and both times it aired, she didn't mention Warning. Has anyone ever seen a celebrity promote their agent on TV before? It would be nice, though.

posted July 13, 2004 10:02            

quote:

---

Originally posted by theprofit:
WNMI needs some good PR. It does not pump out PR like many of the other active pennies. People aren't investing in it or talking about it because there's no news of the company doing anything. I hope they do come out with a monster pr soon because I'm a bagholder on this one. GL.

---

posted July 13, 2004 17:56            

quote:

---

Originally posted by Bob Frey:
What they need is a good 10k

---

posted July 21, 2004 14:50            

quote:

---

Originally posted by ct1074:
News of a law suit,

http://home.comcast.net/~action8101/WNMI_case.pdf

---

posted July 21, 2004 17:52            

It has not been designated a class-action at this time (according to the link), but that could be a possibility if enough investors bring suit.

The basis for the suit is the allegation the management at WNMI, over a time period of several months, manipulated the marketplace, to benefit themselves. Then, allegedly, they gave false or misleading statements and reports through press releases and SEC filings.

A brief synopsis of the alleged events and timelines is:

-The former CEO (Michael Rudolph) resigns unexpectedly February 4, 2004.

-Brian Bonar is appointed to the Board of Directors, also February 4, 2004.

-Secret deals commence with different individuals which will artificially inflate the price of shares of WNMI, eventually reaching $.055 per share.

-As this is happening, WNMI in collusion with others are dumping shares onto the market at highly inflated prices.

-During this strategic time of share dumping at high prices, WNMI is releasing one PR after another to keep the price up as long as possible.

-When the 10K and 10Q come out, share price drops and PRs stop.

-Contrary to what was reported, Brian Bonar was being helped by the Berlin stock exchange, in that any naked short selling being done was advantageous to driving down the price of shares.

-At this time, all the people close to WNMI's inner circle are well-off due to the well-planned deceit.

-Upcoming is a stockholders meeting, designed to be the next phase of this plan.

Although I have tried to be thorough, I also wanted to be brief, so this information may not be entirely accurate, but it is based on my interpretation of how I read the suit.

Also, I have not taken a position on whether this suit has merits or not. I have merely repeated the allegations as I understood them.

Do I need any more disclaimers?

Well, if I do, consider them implied.

Bob

posted July 21, 2004 18:01            

"Toxic funders"

"Off-shore death spiral financiers"

Conversion rate of .0006/share towards a convertible note

posted July 21, 2004 18:08            

The real punch will come if they back up the allegations with evidence.

Bob

PS I must say I was extremely surprised to see the stock rebound off the morning lows.
If this goes to trial, and especially if it gets class-action status, it is going to be BIG trouble for WNMI's bottom line for a long time. It could get worse if people start leaving the country.