ACTIVE APPAREL GROUP INC
10QSB, 1996-08-14
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
Previous: FIRST ASHLAND FINANCIAL CORP, 10QSB, 1996-08-14
Next: ELECTROPHARMACOLOGY INC, 10QSB, 1996-08-14




                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB

(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 SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from__________to__________
                                         
      Commission File Number 0-25918

                           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
                                
                                 (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  Securities  Exchange Act of 1934 during the preceding 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>

                                      INDEX

PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

                                                                            Page
                                                                            ----

           Balance Sheets                                                    3

           Statements of Income                                              4

           Statements of Changes in Stockholders' Equity                     5

           Statements of Cash Flows                                          6

           Notes to Financial Statements                                    7-8

  Item 2.  Management's Discussion and Analysis
            of Financial Condition and Results of
            Operations                                                      9-12

PART II. OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K                                  13

SIGNATURE                                                                    14




                                     - 2 -


<PAGE>

                           ACTIVE APPAREL GROUP, INC.
                                 
                                 BALANCE SHEETS

                                                      June 30,     December 31,
                                                      1 9 9 6        1 9 9 5
                                                    -----------    -----------
                                                    (Unaudited)
Current assets:
  Cash and cash equivalents                           $  184,401     $  134,344
  Due from factor                                      3,243,668      3,287,499
  Inventory                                            1,813,307      1,776,583
  Prepaid royalties                                       97,557         97,675
  Prepaid expenses and other current assets              295,471        134,019
  Deferred tax asset                                        --           63,664
                                                      ----------     ----------
          Total current assets                         5,634,404      5,493,784

Property and equipment, net                              204,584        140,581
Security deposits and other assets                       119,399         90,550
                                                      ----------     ----------

                                                      $5,958,387     $5,724,915
                                                      ==========     ==========
                                                          

        LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                       477,424        471,915
  Accrued expenses and other current liabilities         101,983        266,614
                                                      ----------     ----------
     Total current liabilities                           579,407        738,529
                                                      ----------     ----------
Stockholders' equity:                                              
  9% cumulative  redeemable  convertible  preferred                
   stock, par value $.25; 3,000 shares authorized,                 
   issued and outstanding (1996); 4,000 shares                     
   authorized, issued and outstanding (1995)                 750          1,000
  Common stock, par value $.002; 10,000,000 shares                 
   authorized, 2,617,237 issued, 2,444,737 out-                    
   standing (1996); 3,750,000 shares authorized,                   
   2,611,937 issued, 2,439,437 outstanding (1995)          5,234          5,224
  Class A common stock, par value $.01; 100,000                    
  shares authorized; 100,000 shares issued                         
  and outstanding                                          1,000          1,000
   Paid-in capital                                     6,053,291      6,057,764
   Retained earnings (accumulated deficit)                44,330       (352,977)
                                                      ----------     ----------
                                                       6,104,605      5,712,011
   Less treasury stock, at cost (172,500 common                    
    shares)                                             (725,625)      (725,625)
                                                      ----------     ----------
                                                       5,378,980      4,986,386
                                                      ----------     ----------
                                                      $5,958,387     $5,724,915
                                                      ==========     ==========
                                                                         
                                                                  
   See accompanying notes to financial statements.





                                     - 3 -

<PAGE>

                           ACTIVE APPAREL GROUP, INC.
                              
                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                          Six months ended         Three months ended
                                               June 30,                  June 30,
                                       -----------------------   -----------------------
                                         1 9 9 6     1 9 9 5*      1 9 9 6     1 9 9 5*
                                       ----------   ----------   ----------   ----------
                                       (Unaudited)  (Unaudited)  (Unaudited) (Unaudited)
<S>                                    <C>          <C>          <C>          <C>       
Net sales                              $7,164,593   $6,314,243   $3,217,744   $2,977,651

Cost of goods sold                      4,379,244    4,108,549    1,950,568    1,898,392
                                       ----------   ----------   ----------   ----------

Gross profit                            2,785,349    2,205,694    1,267,176    1,079,259
                                       ----------   ----------   ----------   ----------

Operating expenses:

  Selling and shipping                  1,330,689      984,310      582,634      507,406
  General and administrative              820,628      653,310      432,578      339,415
  Financial expenses, including
   interest expense of $7,558 and
   $211,556 for the six months ended

   June 30, 1996 and 1995                 144,075      309,352       64,896      129,913
                                       ----------   ----------   ----------   ----------

                                        2,295,392    1,946,972    1,080,108      976,734
                                       ----------   ----------   ----------   ----------

Income from operations                    489,957      258,722      187,068      102,525

Other income                               17,383      102,196       13,239      102,196
                                       ----------   ----------   ----------   ----------

Income before provision

 for income taxes                         507,340      360,918      200,307      204,721

Provision for income taxes                110,033        8,310       33,502        5,310
                                       ----------   ----------   ----------   ----------

Net income                             $  397,307   $  352,608   $  166,805   $  199,411
                                       ==========   ==========   ==========   ==========

Primary earnings per share             $      .15   $      .18   $      .06   $      .09
                                       ==========   ==========   ==========   ==========

Fully diluted earnings per share       $      .15   $      .16   $      .06   $      .08
                                       ==========   ==========   ==========   ==========
</TABLE>


     *Certain items have been reclassified to conform to 1996 presentation.
                
                 See accompanying notes to financial statements.


                                      - 4 -

<PAGE>

                           ACTIVE APPAREL GROUP, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                     SIX MONTHS ENDED JUNE 30,1996 and 1995

<TABLE>
<CAPTION>
                                              9% cumulative                                                                 
                                               convertible                                                                  
                                                preferred                                               Class A             
                                                  stock                    Common stock               common stock          
                                          ---------------------       ---------------------        ------------------       
                                           Shares       Amount          Shares       Amount        Shares      Amount       
                                          -------      --------       ---------      ------        ------      ------       
<S>                                       <C>          <C>            <C>            <C>                       <C>          
Balance, December 31, 1994                600,000      $150,000       1,296,875      $2,714          -         $ -          

Initial public offering                      -             -            640,000       1,280          -           -          

Public offering costs                        -             -               -           -             -           -          

Issuance of Class A common
 stock in exchange for
 common stock                                -             -           (112,500)       -          100,000       1,000       
Net income, six months ended
June 30, 1995                                -             -               -           -             -           -          
                                          -------      --------       ---------      ------       -------      ------       

Balance, June 30, 1995                    600,000      $150,000       1,824,375      $3,994       100,000      $1,000       
                                          =======      ========       =========      ======       =======      ======       

Balance, December 31, 1995                  4,000      $  1,000       2,439,437      $5,224       100,000      $1,000       

Stock options exercised                      -             -              5,300          10          -           -          

Redemption of preferred stock              (1,000)         (250)           -           -             -           -          

Public offering costs                        -             -               -           -             -           -          

Net income, six months ended
 June 30, 1996                               -              -              -           -             -           -         
                                          -------      --------       ---------      ------       -------      ------       
Balance, June 30, 1996                      3,000      $    750       2,444,737      $5,234       100,000      $1,000       
                                          =======      ========       =========      ======       =======      ======       
                                         
<CAPTION>
                                                           Retained  
                                                           earnings             Treasury stock
                                           Paid-in       (accumulated      -------------------------
                                           capital         deficit)        Shares           Amount             Total
                                          ---------      ------------      -------         ---------         ----------
<S>                                      <C>            <C>                 <C>            <C>               <C>       
Balance, December 31, 1994               $1,374,129     $(1,198,056)        60,000         $ (22,500)        $  306,287

Initial public offering                   3,998,720            -              -                 -             4,000,000

Public offering costs                      (274,664)           -              -                 -              (274,664)

Issuance of Class A common
 stock in exchange for
 common stock                               702,125            -           112,500          (703,125)              -
Net income, six months ended
June 30, 1995                                  -            352,608           -                 -               352,608
                                         ----------     -----------        -------         ---------         ----------

Balance, June 30, 1995                   $5,800,310     $  (845,448)       172,500         $(725,625)        $4,384,231
                                         ==========     ===========        =======         =========         ==========

Balance, December 31, 1995               $6,057,764     $  (352,977)       172,500         $(725,625)        $4,986,386

Stock options exercised                       1,977            -              -                 -                 1,987

Redemption of preferred stock                (2,250)           -              -                 -                (2,500)

Public offering costs                        (4,200)           -              -                 -                (4,200)

Net income, six months ended
 June 30, 1996                                  -           397,307           -                 -               397,307
                                          ---------     -----------        -------         ---------         ----------
Balance, June 30, 1996                   $6,053,291     $    44,330        172,500         $(725,625)        $5,378,980
                                         ==========     ===========        =======         =========         ==========
</TABLE>

                See accompanying notes to financial statements.

                                      - 5 -

<PAGE>

                           ACTIVE APPAREL GROUP, INC.

                            STATEMENTS OF CASH FLOWS

                                                            Six months ended
                                                                June 30,
                                                       -------------------------
                                                           1996         1995*
                                                       -----------   -----------
                                                       (Unaudited)   (Unaudited)

Cash flows from operating activities:
  Net income                                           $  397,307    $  352,608
  Adjustments to reconcile net income to net
   cash provided (used) by operating activities:
     Depreciation                                          22,975        14,890
     Provision for bad debts                                 --          32,450
     Deferred tax provision                                63,664          --
     Loss on disposal of property and equipment               252          --
     Changes in assets (increase) decrease:
       Due from factor                                     43,831      (749,969)
       Inventory                                          (36,724)   (1,973,702)
       Prepaid expenses and other current assets         (161,452)     (256,156)
       Prepaid royalties                                      118         9,764
       Security deposits and other assets                 (28,849)        3,255
    Changes in liabilities increase (decrease):
       Accounts payable                                     5,509      (293,719)
       Accrued expenses and other current liabilities    (164,631)      (17,683)
                                                       ----------    ----------
         Net cash provided (used) by
          operating activities                            142,000    (2,878,262)
                                                       ----------    ----------
Cash flows used by investing activities:
  Acquisition of property and equipment                   (87,230)      (15,633)
                                                       ----------    ----------
Cash flows from financing activities:
  Proceeds from initial public offering                      --       4,000,000
  Initial public offering costs                            (4,200)     (134,589)
  Repayment of convertible notes                             --         (50,000)
  Due to factor                                              --        (738,575)
  Redemption of preferred stock                            (2,500)         --
  Proceeds from stock options exercised                     1,987          --
                                                       ----------    ----------
         Net cash provided (used) by
          financing activities                             (4,713)    3,076,836
                                                       ----------    ----------
Net increase in cash and cash equivalents                  50,057       182,941
Cash and cash equivalents, beginning of period            134,344        22,026
                                                       ----------    ----------
Cash and cash equivalents, end of period               $  184,401    $  204,967
                                                       ==========    ==========
Supplemental  disclosures of cash flow information:
  Cash paid during the period for:
    Interest                                           $    7,558    $  224,244
    Income taxes                                           37,082         5,520

Supplemental disclosures of noncash financing activity:
  Class A common stock issued in exchange for
   common stock                                        $     --      $  703,125

*Certain items have been reclassified to conform to 1996 presentation.

                                                                     
                 See accompanying notes to financial statements.





                                      - 6 -

<PAGE>

                           ACTIVE APPAREL GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 1996 AND 1995

     1. The Company and basis of presentation:

        The financial  statements  presented  herein as of June 30, 1996 and for
        the six month periods ended June 30, 1996 and 1995 are unaudited and, in
        the opinion of management,  include all adjustments  (consisting only of
        normal and recurring  adjustments)  necessary for a fair presentation of
        financial position and results of operations.  Such financial statements
        do not include all of the information and footnote  disclosures normally
        included in audited  financial  statements  prepared in accordance  with
        generally accepted  accounting  principles.  The accompanying  unaudited
        financial   statements   have  been  prepared  in  accordance  with  the
        instructions  to Form 10-QSB.  The results of operations for the six and
        three month periods ended June 30, 1996 are not  necessarily  indicative
        of the results that may be expected for any other interim  period or the
        full year ending December 31, 1996.

     2. Initial public offering:

        On May 4, 1995,  the Company  completed  an initial  public  offering of
        640,000  shares of  common  stock at $6.25 per  share.  Proceeds  to the
        Company, after deducting initial public offering costs of $319,180, were
        $3,680,820.

     3. Primary earnings per share:

        Primary  earnings per share  amounts are computed  based on the weighted
        average number of shares actually outstanding plus the shares that would
        be outstanding  assuming the exercise of dilutive stock options,  all of
        which are  considered  to be common  stock  equivalents.  The  number of
        shares that would be issued from the exercise of stock  options has been
        reduced by the number of shares that could have been  purchased from the
        proceeds at the average market price of the Company's  stock. Net income
        has been adjusted for dividends on the convertible  preferred stock. The
        number of shares used in the  computations  were 2,698,248 and 1,602,965
        at June 30, 1996 and 1995, respectively.

     4. Fully diluted earnings per share:

        Fully  diluted  earnings  per share  amounts  are based on an  increased
        number  of shares  that  would be  outstanding  assuming  conversion  of
        convertible  preferred stock and convertible notes payable. For purposes
        of the fully  diluted  computations,  the number of shares that would be
        issued from the exercise of stock options has been reduced by the number
        of shares which could have been purchased from the





                                      - 7 -


<PAGE>

                           ACTIVE APPAREL GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS

                             JUNE 30, 1996 AND 1995

     4. Fully diluted earnings per share: (Continued)

        proceeds at the market price of the Company's stock on June 30, 1996 and
        1995  because  those prices were higher than the average  market  prices
        during the period.  Net income has been  adjusted  for  dividends on the
        convertible  preferred  stock and  interest  expense on the  convertible
        debt.  The number of shares used in the  computations  of fully  diluted
        earning  per share were  2,705,448  and  2,272,127  at June 30, 1996 and
        1995, respectively.

                                      - 8 -


<PAGE>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

General

  Active  Apparel  Group,  Inc.  (the  "Company")  is a designer,  marketer and
supplier of women's,  girl's and unisex activewear,  sportswear and accessories.
The Company  sells its product  collections  under the  Everlast,  Converse  and
Converse All Star brand names through exclusive licensing  arrangements,  and in
June 1996, the Company  entered into an agreement with MTV Networks,  a division
of Viacom  International,  under which it obtained an  exclusive  license to use
MTV's The Grind and The Grind  trademarks in its principal  product  categories.
The Company's products are manufactured by third party independent manufacturing
contractors and are sold to over 500 separate accounts, representing over 20,000
retail locations throughout the United States and Canada, including a variety of
department  stores,   specialty  stores,  catalog  operations  and  better  mass
merchandisers.

Results of Operations

Quarter ended June 30, 1996 compared to quarter ended June 30, 1995

  Net sales  increased to  $3,217,744  for the three months ended June 30, 1996
from  $2,977,651  for the three  months  ended June 30,  1995,  an  increase  of
$240,093 or 8.1%. This increase was principally  attributable to increased sales
volume of the Company's products, continued market penetration and acceptance of
the Company's products and increased orders from established accounts.

  Gross profit increased to $1,267,176 for the three months ended June 30, 1996
from  $1,079,259  for the three  months  ended June 30,  1995,  an  increase  of
$187,917 or 17.4%.  Gross profit increased as a percentage of net sales to 39.4%
from 36.2%.  This increase as a percentage of net sales was primarily due to the
Company's  ability  to  maintain  normal  gross  profit  margins on sales of its
products.

  Selling and  shipping  expenses  increased  to $582,634  for the three months
ended June 30, 1996 from  $507,406 for the three months ended June 30, 1995,  an
increase of $75,228, or 14.8%.  Selling and shipping expenses as a percentage of
net sales  increased to 18.1% from 17.0%.  This  increase as a percentage of net
sales was primarily  attributable  to an increase in advertising and promotional
expenditures.

  General and  administrative  expenses  increased  to  $432,578  for the three
months  ended June 30, 1996 from  $339,415  for the three  months ended June 30,
1995, an increase of $93,163, or 27.4%. General and administrative expenses as a
percentage  of net sales  increased  to 13.4%  from  11.4%.  The  increase  as a
percentage of net sales was  primarily  attributable  to an increased  number of
employees  and office  space for the three months ended June 30, 1996 versus the
comparable  period in 1995 in order to facilitate  the  Company's  continued and
anticipated  growth.  Also,  costs  associated  with existing as a public entity
contributed to the increase in expenses.

  Financial  expenses  decreased to $64,896 for the three months ended June 30,
1996 from  $129,913  for the three  months  ended June 30,  1995,  a decrease of
$65,017 or 50%. Of the total financial  expenses,  interest expense was $130 for
the three months ended June 30, 1996 compared


                                     - 9 -


<PAGE>

to $79,809,  a decrease of $79,679,  for the three  months  ended June 30, 1995.
Such decreases were primarily  attributable to the decrease in the Company's net
borrowings for the three months ended June 30, 1996 versus the comparable period
in 1995.

  Operating  income  increased  to $187,068 for the three months ended June 30,
1996 from  $102,525 for the three  months  ended June 30,  1995,  an increase of
$84,543, or 82.5% for the reasons stated above. Operating income as a percentage
of net sales was 5.8% for the three  months  ended June 30,  1996 as compared to
3.4% for the three months ended June 30, 1995.

  The Company  earned $13,239 in other income for the three month period ending
June 30, 1996  compared to $102,196  for the three months ended June 30, 1995, a
decrease of $88,957.  Other income as of June 30, 1995  represents  an insurance
claim relating to the theft of certain merchandise at its Canadian branch.

  The Company  incurred a tax  provision  of $33,502 for the three months ended
June 30, 1996 as compared to $5,310 for the three months ended June 30, 1995, an
increase of $28,192.  The Company  offset  $38,000 of income before taxes with a
net operating loss  carryforward  in the quarter ended June 30, 1996 whereas all
income  before  taxes in the  quarter  ended  June 30,  1995 was  offset  by net
operating loss carryforwards.

  The Company had net income of $166,805  for the three  months  ended June 30,
1996 as  compared  to  $199,411  for the three  months  ended June 30,  1995,  a
decrease of $32,606, or 16.4% for the reasons stated above.

Six Months June 30, 1996 compared to six months ended June 30, 1995

  Net sales increased to $7,164,593 for the six months ended June 30, 1996 from
$6,314,243  for the six months ended June 30,  1995,  an increase of $850,350 or
13.5%.  This increase was principally  attributable to increased sales volume of
the Company's  products,  continued  market  penetration  and  acceptance of the
Company's products, and increased orders from established accounts.

  Gross profit  increased to $2,785,349  for the six months ended June 30, 1996
from  $2,205,694 for the six months ended June 30, 1995, an increase of $579,655
or 26.3%.  Gross profit  increased  as a  percentage  of net sales to 38.9% from
34.9%.  This  increase as a  percentage  of net sales was  primarily  due to the
Company's  ability  to  maintain  normal  gross  profit  margins on sales of its
products.

  Selling and  shipping  expenses  increased to  $1,330,689  for the six months
ended June 30, 1996 from  $984,310 for the six months  ended June 30,  1995,  an
increase of $346,379 or 35.2%.  Selling and shipping expenses as a percentage of
net sales  increased to 18.6% from 15.6%.  This  increase as a percentage of net
sales was primarily  attributable  to an increase in advertising and promotional
expenditures.

  General and administrative  expenses increased to $820,628 for the six months
ended June 30, 1996 from  $653,310 for the six months  ended June 30,  1995,  an
increase  of  $167,318  or  25.6%.  General  and  administrative  expenses  as a
percentage  of net sales  increased  to 11.5%  from  10.4%.  The  increase  as a
percentage of net sales was  primarily  attributable  to an increased  number of
employees  and costs  associated  with  existing as a public  entity for the six
months ended June 30,


                                     - 10 -


<PAGE>

1996 versus the comparable period in 1995.

  Financial  expenses  decreased  to $144,075 for the six months ended June 30,
1996 from  $309,352  for the six months  ended  June 30,  1995,  a  decrease  of
$165,277 or 53.4%. Of the total financial  expenses,  interest expense decreased
to $7,558  for the six  months  ended June 30,  1996 from  $211,556  for the six
months ended June 30, 1995.  Such decreases were primarily  attributable  to the
decrease in the Company's net  borrowings for the six months ended June 30, 1996
versus the comparable period in 1995.

  Operating income increased to $489,957 for the six months ended June 30, 1996
from  $258,722 for the six months ended June 30, 1995,  an increase of $231,235,
or 89.4% for the reasons stated above.  Operating  income as a percentage of net
sales was 6.8% for the six months  ended June 30,  1996 as  compared to 4.1% for
the six months ended June 30, 1995.

  The Company  earned  $17,383 in other income for the six month period  ending
June 30, 1996  compared to $102,196  for the three months ended June 30, 1995, a
decrease of $84,813.  Other income as of June 30, 1995  represents  an insurance
claim relating to the theft of certain merchandise at its Canadian branch.

  Provision for income taxes  increased to $110,033 during the six months ended
June 30, 1996 from $8,310 for the six months ended June 30, 1995, an increase of
$101,723.  In  1995  the  Company  was  able to  utilize  a net  operating  loss
carryforward  to  completely  offset  income  before taxes  whereas in 1996 such
carryforward was limited to $338,000.

  The Company had net income of $397,307 for the six months ended June 30, 1996
as compared to $352,608 for the six months  ended June 30, 1995,  an increase of
$44,699 or 12.7% for the reasons stated above.

Liquidity and Capital Resources

  On May 4, 1995, the Company  completed an initial public  offering of 640,000
shares of Common  Stock at $6.25  per  share.  Proceeds  to the  Company,  after
deducting  initial  public  offering  costs of $319,180  were  $3,680,820.  Upon
completion of the offering,  the Company applied  $3,500,000 of the net proceeds
towards its loan balance under the credit facility with Century  Business Credit
Corporation  (the "Century  Facility")  while the balance was applied to general
working capital.

  Net cash provided by (used for) operating activities for the six months ended
June 30, 1996 was 142,000 compared to ($2,878,262) for the six months ended June
30, 1995.  This increase was primarily  attributable to net income before income
taxes in 1996.  Such  increase  was  partially  offset by  increases  in prepaid
expenses and by decreases in accrued  expenses  during the six months ended June
30.  1996.  Net cash  provided by (used for)  investing  activities  for the six
months  ended June 30,  1996 was  ($87,230)  compared to  ($15,633)  for the six
months ended June 30, 1995. Net cash provided by (used for) financing activities
was ($4,713) for the six months ended June 30, 1996 compared to  $3,076,836  for
the six months ended June 30, 1995. This decrease was primarily  attributable to
receipt of the proceeds from the Company's initial public offering  completed in
the six months ended June 30, 1995.

     During the six months ended June 30, 1996,  the Company's  primary need for
funds was to

                                     - 11 -


<PAGE>

finance working capital,  including inventory, for the anticipated growth in net
sales of the Company's products. The Company has relied primarily upon cash flow
from  operations  to finance its  operations  and  expansion.  At June 30, 1996,
working  capital was  $5,054,997  compared to $4,755,255 at December 31, 1995 an
increase of $299,742. This increase was primarily attributable to an increase in
due from factor and the reduction of trade payables.

  Due from (to)  factor  represents  the  amount  payable  to the  Company  for
factored  receivables less the amount of outstanding advances made by Century to
the Company under the Century  Agreement.  At June 30, 1996 due from (to) factor
was  $3,243,668 as compared to  $3,287,499  at December 31, 1995.  The Company's
inventory  increased  2% to  $1,813,307  at June 30,  1996  from  $1,776,583  at
December 31, 1995.

  In June 1994, the Company issued Convertible Notes (the "Convertible  Notes")
in an aggregate principal amount of $200,000. Noteholders had until May 31, 1995
to elect conversion,  subject to a 15 day grace period. As of December 31, 1995,
$50,000 of principal and all accrued interest was repaid to the Noteholders. The
remaining  $150,000 was  converted  to Common  Stock.  Generally,  the number of
shares of Common Stock  issuable upon any  conversion of the  Convertible  Notes
will be based  upon an  average  of the high and low sales  prices of the Common
Stock over a specified period of ten trading days.

  Management  believes that funds provided by operations and available funds at
the  factor  will  provide it with  sufficient  working  capital to support  the
anticipated continued growth of the Company's business through 1996.


                                     - 12 - 


<PAGE>

PART II.    OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

   (a)      Exhibits

         None

   (b)  Reports on Form 8-K

        The Company filed a report on Form 8-K on June 5, 1996 announcing it
   had received a fully executed  agreement with MTV Networks (MTVN), a division
   of Viacom International, dated as of March 28, 1996. MTVN granted the Company
   a license to use the  trademarks  "MTVN's THE GRIND"  and/or "THE GRIND",  in
   MTVN's  discretion (the "Marks"),  in connection  with defined  categories of
   activewear and accessories for sale in the United States, its possessions and
   Canada to all department stores,  specialty stores,  independent sport stores
   and other channels of  distribution  to which MTVN  consents.  The license is
   exclusive as to all  products,  except that with respect to t-shirts and caps
   it is  non-exclusive  until MTVN's  existing  license  agreement with another
   licensee expires.

        The term of the license is from April 30, 1996 through January 31, 1999.
   The  Company  is  required  to pay MTVN an 8% royalty  on "Net  Sales",  with
   certain  guaranteed  minimum royalty  payments  provided.  Additionally,  the
   Company guarantees to commit 2% of net sales to an MTVN trade and/or consumer
   advertising campaign. The Company has the right to renew the Agreement for an
   additional  two years,  through  January  31,  2001,  provided  that it is in
   compliance  with its terms and has in excess of $3,500,000 of cumulative  Net
   Sales prior to January 31, 1999.




                                     - 13 -


<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: August 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





                                     - 14 -

<TABLE> <S> <C>


<ARTICLE>                     5

       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                             DEC-31-1996   
<PERIOD-START>                                APR-01-1996
<PERIOD-END>                                  JUN-30-1996   
<CASH>                                          184,401 
<SECURITIES>                                          0     
<RECEIVABLES>                                 3,243,668     
<ALLOWANCES>                                          0     
<INVENTORY>                                   1,813,307     
<CURRENT-ASSETS>                              5,634,404     
<PP&E>                                          285,336     
<DEPRECIATION>                                   80,752     
<TOTAL-ASSETS>                                5,958,387     
<CURRENT-LIABILITIES>                           579,407     
<BONDS>                                               0     
                                 0     
                                         750     
<COMMON>                                          5,234     
<OTHER-SE>                                        1,000     
<TOTAL-LIABILITY-AND-EQUITY>                  5,958,387     
<SALES>                                       3,217,744     
<TOTAL-REVENUES>                              3,217,744     
<CGS>                                         1,950,568     
<TOTAL-COSTS>                                 1,950,568     
<OTHER-EXPENSES>                              1,080,108     
<LOSS-PROVISION>                                      0     
<INTEREST-EXPENSE>                                  130     
<INCOME-PRETAX>                                 200,307     
<INCOME-TAX>                                     33,502
<INCOME-CONTINUING>                             200,307   
<DISCONTINUED>                                        0   
<EXTRAORDINARY>                                       0   
<CHANGES>                                             0   
<NET-INCOME>                                    166,805   
<EPS-PRIMARY>                                      0.06   
<EPS-DILUTED>                                      0.06
                                                
                                              

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission