SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10 - QSB/A
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to ____________
Commission File Number 0-25918
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ACTIVE APPAREL GROUP, INC.
(Exact name of small business issuer as specified in its charter)
Delaware 13-3672716
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1350 Broadway
Suite 2300
New York, NY 10018
(Address of Principal Executive Offices)
(212) 239-0990
(Issuer's telephone number)
Not Applicable
(Former name, former address and former
fiscal year if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of The Exchange Act during the past 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 / /
The number of common equity shares outstanding as of July 23, 1996, was
2,444,737 shares of Common Stock, $.002 par value.
Transitional Small Business Disclosure Format (check one):
Yes / / No /X/
Form 10-QSB
<PAGE>
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
On June 7, 1996, the Company held its Annual Meeting of stockholders,
whereby the stockholders elected Directors, approved a proposal to ratify the
appointment of Berenson & Company, LLP as the Company's independent auditors for
the fiscal year ending December 31, 1996 and adopted an amendment to the
Company's certificate of incorporation. The vote on such matters was as follows:
1. ELECTION OF DIRECTORS:
For Against
--- -------
George Horowitz 2,290,466 5,900
Rita Cinque 2,290,466 5,900
James Anderson 2,290,466 5,900
Larry Kring 2,290,466 5,900
Mia McEldowney 2,290,466 5,900
Donald Horowitz 2,290,166 6,200
Edward Epstein 2,273,866 22,500
2. RATIFICATION OF APPOINTMENT OF AUDITORS: To ratify the appointment of
Berenson & Company, LLP as the Company's auditors for the fiscal year
ending December 31, 1996.
For Against Abstain
--- ------- -------
2,295,407 500 459
3. RATIFICATION OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION: To
eliminate authorization for the issuance of preferred shares and to
increase the authorized number of common shares from 3,750,000 to
10,000,000.
For Against Abstain Non-Voting
--- ------- ------- ----------
1,998,902 5,000 16,459 276,005
<PAGE>
Pursuant to the requirements 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.
ACTIVE APPAREL GROUP, INC.
Date: November 8, 1996 By: /s/ George Q Horowitz
------------------ ----------------------
George Q Horowitz
Chief Executive Officer, President,
Treasurer, and Director
Signing on behalf of the
registrant and as chief
accounting officer
