ARIS INDUSTRIES INC
NT 10-K, 1999-03-31
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                                                     Commission File Nos. 1-4814



                           NOTIFICATION OF LATE FILING

   (Check One):  [X] Form 10-K [ ] Form 11-K  [ ]Form 20-F [ ] Form 10-QSB

[ ] Form N-SAR
For the Period Ended:   December 31, 1998

[ ] Transition Report on Form 10-K           [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F           [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended: _________________________.

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:

                         PART I. Registrant Information

Full Name of Registrant: Aris Industries, Inc.

Former name if applicable: N/A

Address of principal executive office (Street and Number): 475 Fifth Avenue

City, State and Zip Code: New York, NY 10017




<PAGE>



                        PART II. RULE 12b-25 (b) and (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check appropriate box.)

[X]  (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K,  20-F, 11- K or Form N-SAR,  or portion thereof will be filed on
     or before the 15th calendar day following the  prescribed  due date; or the
     subject  quarterly  report or  transition  report on Form 10-Q,  or portion
     thereof  will be filed on or before the fifth  calendar day  following  the
     prescribed due date; and

[  ] (c)  The  accountant's  statement  or  other  exhibit   required  by  Rule
     12b-25(c) has been attached if applicable.

                               PART III. Narrative

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

     There was a change of control of the  Registrant on February 26, 1999,  and
the new directors and executive  officers have not been able to prepare the Form
10-K and the required financial statements.

                           PART IV. Other Information

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification

Robert W. Forman                  (212)                   972-4900
   (Name)                      (Area code)             (Telephone Number)

     (2) Have all other periodic  reports  required under Section 13 or 15(d) of
the Securities  Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s). [X] Yes [ ] No

     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings  statements to  be  included in the  subject report or portion thereof?
[X] Yes [ ] No

     The Company  incurred a net loss (after  taxes and  extraordinary  gain) of
approximately  $3,900,000 for 1998,  compared with a net income (after taxes) of
$2,333,000 for 1997.



<PAGE>


                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant has duly caused this  notification  to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: March 31, 1999

                                   ARIS INDUSTRIES, INC. (Registrant)



                                  By: /s/ David Fidlon
                                      --------------------------------------
                                      David Fidlon, Executive Vice President
                                      and Chief Operating Officer




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