ACTIVE APPAREL GROUP INC
10QSB, 1997-11-05
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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                       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 September 30, 1997

/ /  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
                    (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 November 3,
1997, was 2,469,375  shares of Common Stock,  $.002 par value, and 100,00 shares
of Class A Common Stock, $.01 par value.

            Transitional Small Business Disclosure Format (check one):

               Yes / /                  No  /X/


                                   Form 10-QSB
<PAGE>
                                      INDEX








PART I.  FINANCIAL INFORMATION                                            PAGE


  Item 1.  Financial Statements

             Balance Sheets                                                3

             Statements of Income                                          4

             Statements of Changes in Stockholders' Equity                 5

             Statements of Cash Flows                                      6

             Notes to Financial Statements                                 7


  Item 2.  Management's Discussion and Analysis
             of Financial Condition and Results of
             Operations                                                 8-10



PART II. OTHER INFORMATION


 Item 2.   Changes in Securities                                          11

 Item 6.   Exhibits and Reports on Form 8-K                               11


SIGNATURE                                                                 12

                                      - 2 -
<PAGE>
                           ACTIVE APPAREL GROUP, INC.

                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                                      September 30,     December 31,
                                                                                                        1 9 9 7            1 9 9 6
                                                                                                      -------------      -----------
                                                                                                      (Unaudited)
<S>                                                                                                  <C>                <C>        
ASSETS

Current assets:
  Cash and cash equivalents                                                                          $    62,497        $   163,241
  Due from factor                                                                                      1,552,628          2,896,273
  Inventory                                                                                            4,987,571          2,757,700
  Prepaid royalties                                                                                       53,764             52,513
  Prepaid expenses and other current assets                                                              460,613            122,807
                                                                                                     -----------        -----------
          Total current assets                                                                         7,117,073          5,992,534

Property and equipment, net                                                                              386,005            292,777
Security deposits and other assets                                                                       548,360            339,968
Note receivable, officer                                                                                 120,000            120,000
                                                                                                     -----------        -----------

                Total Assets                                                                         $ 8,171,438        $ 6,745,279
                                                                                                     ===========        ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                                                   $ 1,746,129        $   552,858
  Accrued expenses and other current liabilities                                                         300,420            499,500
                                                                                                     -----------        -----------
          Total current liabilities                                                                    2,046,549          1,052,358
                                                                                                     -----------        -----------

Stockholders' equity:
  Common stock, par value $.002; 10,000,000 
     shares authorized, 2,641,875 issued,
     2,469,375 outstanding (1997); 
     10,000,000 shares authorized, 2,620,237
     issued, 2,447,737 outstanding (1996)                                                                  5,283              5,240
  Class A common stock, par value $.01; 100,000 shares
     authorized; 100,000 shares issued and outstanding                                                     1,000              1,000
  Paid-in capital                                                                                      6,124,891          6,054,035
  Retained earnings                                                                                      719,340            358,271
                                                                                                     -----------        -----------
                                                                                                       6,850,514          6,418,546
  Less treasury stock, at cost (172,500 common shares)                                                  (725,625)          (725,625)
                                                                                                     -----------        -----------
          Total Stockholders' Equity                                                                   6,124,889          5,692,921
                                                                                                     -----------        -----------

                Total Liabilities and Stockholders' Equity                                           $ 8,171,438        $ 6,745,279
                                                                                                     ===========        ===========
</TABLE>


                                      - 3 -
                See accompanying notes to financial statements.
<PAGE>
                           ACTIVE APPAREL GROUP, INC.

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                          Nine months ended                Three months ended
                                                                            September 30,                     September 30,
                                                                   -----------------------------       -----------------------------
                                                                      1 9 9 7          1 9 9 6           1 9 9 7           1 9 9 6
                                                                   -----------       -----------       -----------       -----------
                                                                    (Unaudited)      (Unaudited)        (Unaudited)      (Unaudited)

<S>                                                                <C>               <C>               <C>               <C>        
Net sales                                                          $12,598,293       $11,807,476       $ 4,595,594       $ 4,642,883


Cost of goods sold                                                   7,556,479         7,286,057         2,713,814         2,906,813
                                                                   -----------       -----------       -----------       -----------


Gross profit                                                         5,041,814         4,521,419         1,881,780         1,736,070
                                                                   -----------       -----------       -----------       -----------

Operating expenses:
  Selling and shipping                                               2,701,043         2,226,006         1,117,051           895,317
  General and administrative                                         1,361,710         1,274,320           422,924           453,692
  Financial expenses, including interest
    expense of $102,776 and $31,199 for the
    nine months ended September 30,1997 and 1996                       341,341           210,700           160,564            66,625
                                                                   -----------       -----------       -----------       -----------

                                                                     4,404,094         3,711,026         1,700,539         1,415,634
                                                                   -----------       -----------       -----------       -----------

Income from operations                                                 637,720           810,393           181,241           320,436

Other income                                                             4,557            19,859             1,329             2,476
                                                                   -----------       -----------       -----------       -----------

Income before provision for income taxes                               642,277           830,252           182,570           322,912

Provision for income taxes                                             281,208           230,211            85,340           120,178
                                                                   -----------       -----------       -----------       -----------

Net income                                                         $   361,069       $   600,041       $    97,230       $   202,734
                                                                   ===========       ===========       ===========       ===========

Primary earnings per share                                         $       .14       $       .22       $       .04       $       .08
                                                                   ===========       ===========       ===========       ===========

</TABLE>


                                      - 4 -
                 See accompanyingnotes to financial statements.
<PAGE>
                           ACTIVE APPAREL GROUP, INC.

                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                  NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
<TABLE>
<CAPTION>
                                 9% Cumulative
                                  convertible                                    Class A
                                 Preferred stock       Common stock            Common stock         Paid-in   
                                 ---------------       ------------            -------------        -------   
                                Shares    Amount      Shares    Amount       Shares     Amount      Capital   
                                -------  --------    ---------  ------       ------     ------   ------------ 
<S>                              <C>     <C>         <C>        <C>          <C>      <C>        <C>          
Balance, December 31, 1995       4,000   $1,000      2,439,437  $ 5,224      100,000  $   1,000  $ 6,057,764  

Stock options exercised           --       --            5,300       10         --         --          1,977  

Redemption of preferred stock   (1,000)    (250)          --       --           --         --         (2,250) 

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

Conversion of preferred stock   (3,000)    (750)          --       --           --         --         (6,750) 

Issuance of common stock          --       --            3,000        6         --         --          7,494  

Net income,
nine months ended
September 30, 1996                --       --             --       --           --         --           --    
                               -------   ------      ---------  -------  -----------  ---------  -----------  

Balance, September 30, 1996       --     $ --        2,444,737  $ 5,240      100,000  $   1,000  $ 6,054,035  
                               =======   ======      =========  =======  ===========  =========  ===========  

Balance, December 31, 1996        --     $ --        2,447,737  $ 5,240      100,000  $   1,000  $ 6,054,035  

Stock options exercised           --       --           21,638       43         --         --         70,856  

Net income,
nine months ended
September 30, 1997                --       --             --       --           --        --          --    
                               -------   ------      ---------  -------  -----------  ---------  -----------  

Balance, September 30, 1997       --     $ --        2,469,375  $ 5,283      100,000  $   1,000  $ 6,124,891  
                               =======   ======      =========  =======  ===========  =========  ===========  
</TABLE>
<TABLE>
<CAPTION>
                                  Retained
                                  earnings        Treasury stock 
                                (accumulated    ------------------- 
                                  deficit)      Shares      Amount         Total
                                --------------  ------    ---------      ---------  
<S>                              <C>             <C>      <C>           <C>         
Balance, December 31, 1995       $(352,977)      172,500  $  (725,625)  $ 4,986,386 

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

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

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

Conversion of preferred stock         --            --           --          (7,500)

Issuance of common stock              --            --           --           7,500 

Net income,                                                                         
nine months ended                                                                   
September 30, 1996                 600,041          --           --         600,041 
                                 ---------   -----------  -----------   ----------- 

Balance, September 30, 1996      $ 247,064       172,500  $  (725,625)  $ 5,581,714 
                                 =========   ===========  ===========   =========== 

Balance, December 31, 1996       $ 358,271       172,500  $  (725,625)  $ 5,692,921 

Stock options exercised               --            --           --          70,899 

Net income,                                                                         
nine months ended                                                                   
September 30, 1997                 361,069          --           --         361,069 
                                 ---------   -----------  -----------   ----------- 

Balance, September 30, 1997      $ 719,340       172,500  $  (725,625)  $ 6,124,889 
                                 =========   ===========  ===========   =========== 
</TABLE>

                                      - 5 -

                See accompanying notes to financial statements.
<PAGE>
                           ACTIVE APPAREL GROUP, INC.
                            STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                              NINE MONTHS ENDED
                                                                                                SEPTEMBER 30,
                                                                                       -------------------------------
                                                                                           1997                1996
                                                                                       (Unaudited)         (Unaudited)

<S>                                                                                     <C>                <C>        
Cash flows from operating activities:
  Net income                                                                            $   361,069        $   600,041
  Adjustments to reconcile net income to net
    Cash provided by operating activities:
       Depreciation                                                                          80,524             36,404
       Provision for bad debts                                                                 --               14,142
       Deferred tax provision                                                                  --               63,664
       Loss on disposal of property and equipment                                              --                  252
    Changes in assets (increase) decrease:
       Due from factor                                                                    1,343,645            350,231
       Inventory                                                                         (2,229,871)          (909,253)
       Prepaid expenses and other current assets                                           (337,806)          (259,007)
       Prepaid royalties                                                                     (1,251)            17,662
       Other assets                                                                        (208,392)           (10,705)
    Changes in liabilities increase (decrease):
       Accounts payable                                                                   1,193,271            161,260
        Accrued expenses and other current liabilities                                     (199,080)            36,827
                                                                                        -----------        -----------
          Net cash provided by operating activities                                           2,109            101,518
                                                                                        -----------        -----------


Cash flows used by investing activities:
  Acquisition of property and equipment                                                    (173,752)          (104,897)
                                                                                        -----------        -----------


Cash flows from financing activities:
  Initial public offering costs                                                                --               (4,200)
  Redemption of preferred stock                                                                --               (2,500)
  Proceeds from stock options exercised                                                      70,899              1,987
                                                                                        -----------        -----------
          Net cash provided (used) by financing activities                                   70,899             (4,713)
                                                                                        -----------        -----------

Net decrease in cash and cash equivalents                                                  (100,744)            (8,092)

Cash and cash equivalents, beginning of period                                              163,241            134,344
                                                                                        -----------        -----------

Cash and cash equivalents, end of period                                                $    62,497        $   126,252
                                                                                        ===========        ===========

Supplemental  disclosures of cash flow information:  Cash paid during the period
  for:
    Interest                                                                            $   102,776        $    31,199
    Income taxes                                                                            635,432             37,082

Supplemental disclosures of noncash financing activity:
  Preferred stock converted to common stock                                                                $     7,500
</TABLE>




                                      - 6 -
                 See accompanying notes to financial statements.
<PAGE>


                           ACTIVE APPAREL GROUP, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           SEPTEMBER 30, 1997 AND 1996





1.      The Company and basis of presentation:

        The financial  statements  presented herein as of September 30, 1997 and
        for the nine months ended September 30, 1997 and 1996 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 nine and three month periods ended September 30, 1997
        are not  necessarily  indicative of the results that may be expected for
        any other interim period or the full year ending December 31, 1997.

2.      Initial public offering:

        On May 4, 1995,  the Company  completed  an initial  public  offering of
        640,000  shares of common  stock,$.002  par value per share (the "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 convertible preferred stock.
        The  number  of  shares  used in the  computations  were  2,666,870  and
        2,699,949 at September 30, 1997 and 1996, respectively.

        Fully diluted earnings per share amounts are not presented for September
        30, 1997 and 1996 because they are not materially dilutive.


                                      -7-


<PAGE>



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

        THIS  REPORT ON FORM 10-QSB  CONTAINS  FORWARD-LOOKING  STATEMENTS  THAT
INVOLVE  RISKS AND  UNCERTAINTIES.  THE  COMPANY'S  ACTUAL  RESULTS COULD DIFFER
MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING  STATEMENTS.  FACTORS
THAT MAY CAUSE SUCH DIFFERENCES  INCLUDE,  BUT ARE NOT LIMITED TO, THE COMPANY'S
EXPANSION INTO NEW MARKETS, COMPETITION, TECHNOLOGICAL ADVANCES AND AVAILABILITY
OF MANAGERIAL PERSONNEL.

GENERAL

        The Company is a designer,  marketer and supplier of women's  activewear
and sportswear,  and unisex  activewear and  accessories.  The Company sells its
principal product  collections under the EVERLAST,  CONVERSE and MTV brand names
through   exclusive   licensing   arrangements.   The  Company's   products  are
manufactured by third party independent  manufacturing  contractors and are sold
to approximately 500 separate accounts, representing approximately 20,000 retail
locations  throughout  the United  States  and  Canada,  including  a variety of
department stores,  specialty stores,  sporting goods stores, catalog operations
and better mass merchandisers.

        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.

        The financial  statements  of the Company and the notes thereto  contain
detailed  information  that  should  be  referred  to in  conjunction  with this
discussion.

RESULTS OF OPERATIONS

QUARTER ENDED SEPTEMBER 30, 1997 COMPARED TO QUARTER ENDED SEPTEMBER 30, 1996

        Net sales  decreased to $4,595,594 for the three months ended  September
30, 1997 from  $4,642,883  for the three  months  ended  September  30,  1996, a
decrease of $47,289 or 1.0%. This decrease in sales was principally attributable
to the weakness in credit  worthiness of certain  customers,  the UPS strike and
industry mergers.

        Gross  profit  increased  to  $1,881,780  for  the  three  months  ended
September  30, 1997 from  $1,736,070  for the three months ended  September  30,
1996, an increase of $145,710 or 8.4%. Gross profit increased as a percentage of
net sales to 41.0% from 37.4%.  This  increase as a percentage  of net sales was
primarily due to the Company's  ability to obtain  projected sales prices on its
products.

        Selling and  shipping  expenses  increased to  $1,117,051  for the three
months  ended  September  30,  1997 from  $895,317  for the three  months  ended
September  30,  1996,  an increase of  $221,734 or 24.7%.  Selling and  shipping
expenses  as a  percentage  of net sales  increased  to 24.3%  from  19.3%.  The
increase as a percentage of net sales was primarily  attributable to an increase
in  advertising  and  promotions  to  facilitate  the  Company's  continued  and
anticipated growth.

        General and administrative  expenses decreased to $422,924 for the three
months  ended  September  30,  1997 from  $453,692  for the three  months  ended
September 30, 1996, a decrease of $30,768,  or 6.8%.  General and administrative
expenses as a percentage of net sales  decreased to 9.2% from 9.8%. The decrease
as a percentage of net sales was primarily  attributable to a decrease in office
expenses and supplies for the three months ended  September  30, 1997 versus the
comparable period in 1996.

        Financial  expenses  increased  to $160,564  for the three  months ended
September  30, 1997 from $66,625 for the three months ended  September 30, 1996,
an increase of $93,939,  or 140.9%.  Of the total financial  expenses,  interest
expense  increased to $62,596 for the three months ended September 30, 1997 from
$23,641 for the three  months  ended  September  30,  1996.  Such  increase  was
attributable to the increase in the Company's net borrowings from the factor for
the three months ended September 30, 1997 versus the comparable period in 1996.

        Operating  income  decreased  to  $181,241  for the three  months  ended
September 30, 1997 from $320,436 for the three months ended  September 30, 1996,
a  decrease  of  $139,195,  or 43.4% for the  reasons  stated  in the  preceding
paragraphs. Operating income as a percentage of net sales was 3.9% for the three
months ended  September  30, 1997 as compared to 6.9% for the three months ended
September 30, 1996.

                                      -8-

<PAGE>

        The Company  incurred a tax  provision  of $85,340 for the three  months
ended  September  30, 1997 as compared to $120,178  for the three  months  ended
September 30, 1996, an decrease of $34,838.

        The  Company  had net  income  of  $97,230  for the three  months  ended
September 30, 1997 as compared to $202,734 for the three months ended  September
30,  1996,  a  decrease  of  $105,504,  or 52.0% for the  reasons  stated in the
preceding paragraphs.

NINE MONTHS SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1996

        Net sales  increased to $12,598,293  for the nine months ended September
30, 1997 from  $11,807,476  for the nine months ended  September  30,  1996,  an
increase of $790,817,  or 6.7%.  This increase was  principally  attributable to
increased  sales  volume of the  Company's  products  through  continued  market
penetration,  acceptance  of the Company's  products and  increased  orders from
established accounts.

        Gross profit increased to $5,041,814 for the nine months ended September
30, 1997 from  $4,521,419  for the nine months  ended  September  30,  1996,  an
increase of $520,395,  or 11.5%.  Gross profit  increased as a percentage of net
sales to 40% from 38.3%. The increase as a percentage of net sales was primarily
due to the Company's ability to obtain projected sales prices on its products.

        Selling and  shipping  expenses  increased  to  $2,701,043  for the nine
months  ended  September  30, 1997 from  $2,226,006  for the nine  months  ended
September  30,  1996,  an increase of $475,037,  or 21.3%.  Selling and shipping
expenses  as a  percentage  of net sales  increased  to 21.4%  from  18.9%.  The
increase as a percentage of net sales was primarily  attributable to an increase
in  advertising  and  promotions  to  facilitate  the  Company's  continued  and
anticipated growth.

        General and administrative expenses increased to $1,361,710 for the nine
months  ended  September  30, 1997 from  $1,274,320  for the nine  months  ended
September 30, 1996, an increase of $87,390,  or 6.9%. The increase was primarily
attributable to an increase in temporary  employment  services and  depreciation
expense  for the nine months  ended  September  30,  1997 versus the  comparable
period in 1996. General and administrative expenses as a percentage of net sales
remained constant at 10.8% for 1997 and 1996.

        Financial  expenses  increased  to $341,341  for the nine  months  ended
September 30, 1997 from  $210,700 for the nine months ended  September 30, 1996,
an increase of $130,641,  or 62.0%.  Of the total financial  expenses,  interest
expense  increased to $102,776 for the nine months ended September 30, 1997 from
$31,199  for the nine  months  ended  September  30,  1996.  Such  increase  was
attributable to the increase in the Company's net borrowings from the factor for
the nine months ended June 30, 1997 versus the comparable period in 1996.

        Operating  income  decreased  to  $637,720  for the  nine  months  ended
September 30, 1997 from $810,393 for the nine months ended September 30, 1996, a
decrease  of  $172,673,  or  21.3%  for  the  reasons  stated  in the  preceding
paragraphs.  Operating income as a percentage of net sales was 5.1% for the nine
months  ended  September  30, 1997 as compared to 6.9% for the nine months ended
September 30, 1996.

        The Company  incurred a tax  provision  of $281,208  for the nine months
ended  September  30, 1997 as compared  to  $230,211  for the nine months  ended
September 30, 1996, an increase of $50,997,  or 22.2%. For the nine months ended
September 30, 1996 the Company was able to utilize $338,000 of its net operating
loss carryforward to offset taxable income,  compared to September 30, 1997 when
the Company had no net operating loss carryforward available.

        The  Company  had net  income  of  $361,069  for the nine  months  ended
September  30, 1997 as compared to $600,041 for the nine months ended  September
30,  1996,  a  decrease  of  $238,972,  or 39.8% for the  reasons  stated in the
preceding paragraphs.


                                      -9-
<PAGE>


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  $3,600,000 of the net proceeds
towards its loan balance under the credit agreement with Century Business Credit
Corporation  (the  "Century  Agreement");  the  balance  was  applied to general
working capital.

        Operating  activities  provided  positive  cash flow for the nine months
ended  September  30,  1997 and 1996.  This was  primarily  attributable  to the
favorable  operating results achieved in both periods.  The net cash provided by
operating  activities  was $2,109 for the nine months ended  September  30, 1997
compared to $101,518 for the nine months ended  September 30, 1996. The decrease
was  primarily  attributable  to the  decrease in net income for the nine months
ended  September 30, 1997 compared to the nine months ended  September 30, 1996.
Net cash used for investing  activities for the nine months ended  September 30,
1997 was $173,752  compared to $104,897 for the nine months ended  September 30,
1996.  This was  attributable  to the  increase in  acquisition  of property and
equipment.  Net cash provided by (used for) financing activities was $70,899 for
the nine  months  ended  September  30, 1997  compared to ($4,713)  for the nine
months ended  September  30, 1996.  The increase was primarily  attributable  to
proceeds from the exercise of stock options.

        During the nine months ended  September 30, 1997, the Company's  primary
need for funds was to finance working capital for the anticipated  growth in net
sales of the Company's products. The Company has relied primarily upon cash flow
from operations and advances drawn against  factored  receivables to finance its
operations and expansion.  At September 30, 1997, working capital was $5,064,524
compared to $5,271,637 at September 30, 1996 a decrease of $207,113.

        Due from factor  represents  the amount owed to the Company for factored
receivables  less the  amount of  outstanding  advances  made by  Century to the
Company under the Century  Agreement.  At September 30, 1997 due from factor was
$1,552,628 as compared to $2,937,268 at September 30, 1996.  Due to an inventory
replenishment  program,  stocking  for a new  product  line,  and an increase in
booked and anticipated  orders, the Company's  inventory increased to $4,987,571
at September 30, 1997 as compared to $2,685,836 at September 30, 1996.

        Management  anticipates it will retain a net  receivable  position under
the  Century  Agreement,  although  no  assurance  to that  effect can be given.
Positive  cash flow,  if it occurs,  will  provide  for a further  reduction  in
advances,  and excess  working  capital will be sufficient to fund the Company's
anticipated growth through 1997.


                                      -10-
<PAGE>

PART II.    OTHER INFORMATION


   Item 2.  Changes in Securities

The  following  unregistered  securities  were issued by the Company  during the
three months ended September 30,1997:

<TABLE>
<CAPTION>
                                       Number of Shares
 Date of Sale       Description of     Sold/Issued/Subject       Exercise          Purchaser
  /Issuance       Securities Issued    to Options or Warrants Price Per Share       or Class
- --------------    ------------------   ---------------------- ---------------   --------------

<S>                  <C>                       <C>                 <C>          <C>
August 15,1997       Common Stock              16,200              $5.43        Former Director
                       Options
</TABLE>

The  issuance of these  securities  are  claimed to be exempt from  registration
pursuant  to  section  4(2)  of the  Securities  Act of  1933,  as  amended,  as
transactions  by an  issuer  not  involving  a public  offering.  There  were no
underwriting  discounts or commissions  paid in connection  with the issuance of
any of these securities.



   Item 6.  Exhibits and Reports on Form 8-K

        (a) Exhibits

               Exhibit 27 - Financial Data Schedule

        (b) Reports on Form 8-K



                                      -11-
<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 4, 1997                    By: /s/ George Q Horowitz
     ------------------                      ----------------------
                                             George Q Horowitz
                                             Chief Executive Officer, President,
                                             Treasurer, and Director

                                             Signing on behalf of the
                                             registrant and as Chief
                                             Financial Officer


                                      -12-


<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial   information  extracted  from  the
Company's Form 10-QSB for the quarter ended  September 30, 1997 and is qualified
in its entirety by reference to such Financial Statements and Notes, thereto.
</LEGEND>
       
<S>                          <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>                             DEC-31-1997  
<PERIOD-START>                                JUL-01-1997  
<PERIOD-END>                                  SEP-30-1997  
<CASH>                                             62,497  
<SECURITIES>                                            0  
<RECEIVABLES>                                   1,552,628  
<ALLOWANCES>                                            0  
<INVENTORY>                                     4,987,571  
<CURRENT-ASSETS>                                7,111,073  
<PP&E>                                            578,497  
<DEPRECIATION>                                    192,492  
<TOTAL-ASSETS>                                  8,165,438  
<CURRENT-LIABILITIES>                           2,046,549  
<BONDS>                                                 0  
                                   0  
                                             0  
<COMMON>                                            5,283  
<OTHER-SE>                                          1,000  
<TOTAL-LIABILITY-AND-EQUITY>                    8,165,438  
<SALES>                                         4,595,594  
<TOTAL-REVENUES>                                4,595,594  
<CGS>                                           2,713,814  
<TOTAL-COSTS>                                   2,713,814  
<OTHER-EXPENSES>                                1,700,539  
<LOSS-PROVISION>                                        0  
<INTEREST-EXPENSE>                                 62,596  
<INCOME-PRETAX>                                   182,570  
<INCOME-TAX>                                       91,340  
<INCOME-CONTINUING>                               182,570  
<DISCONTINUED>                                          0  
<EXTRAORDINARY>                                         0  
<CHANGES>                                               0  
<NET-INCOME>                                       91,230  
<EPS-PRIMARY>                                        0.04  
<EPS-DILUTED>                                        0.04  
                                          

</TABLE>


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