As filed with the Securities and Exchange Commission on July 13, 1999
                                                     Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                           ACTIVE APPAREL GROUP, INC.
                              --------------------
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                 13-3672716
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

                            1350 BROADWAY, SUITE 2300
                            NEW YORK, NEW YORK 10018
          (Address of principal executive offices, including zip code)


                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             1993 STOCK OPTION PLAN
                              (Full Title of Plans)


                                GEORGE Q HOROWITZ
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           ACTIVE APPAREL GROUP, INC.
                            1350 BROADWAY, SUITE 2300
                            NEW YORK, NEW YORK 10018
                     (Name and Address of agent for service)

                                 (212) 239-0990
          (Telephone number, including area code, of agent for service)


                                    COPY TO:
                            ROBERT H. FRIEDMAN, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                           505 PARK AVENUE, 16TH FLOOR
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                      Proposed                 Proposed
                                                       maximum                  maximum
       Title of                Amount                 offering                 aggregate                 Amount of
      securities                to be                   price                  offering                registration
   to be registered          registered               per share                  price                      fee
-------------------------------------------------------------------------------------------------------------------
<S>                          <C>                      <C>                     <C>                        <C>
Common Stock,                444,300 (1)              $4.91(2)                $2,183,160                 $606.92
$.002 par value                shares
per share
</TABLE>


<PAGE>

(1)      Represents an aggregate of 444,300  shares of Common Stock  issuable by
         the Registrant pursuant to  the 1995 Non-Employee Director Stock Option
         Plan and the 1993  Stock  Option  Plan (the  "1993  Plan").  Options to
         purchase 75,000 shares of Common Stock that were granted under the 1993
         Plan to the Registrant's credit provider are not registrable  hereunder
         and are not registered  hereby.  Pursuant to Rule 416 promulgated under
         the Securities  Act of 1933, as amended (the  "Securities  Act"),  this
         Registration  Statement  also registers  such  indeterminate  number of
         additional  shares  of  Common  Stock  that may be  offered  or  issued
         pursuant to the anti-dilution provisions set forth in such plans.

(2)      Represents an aggregate of 223,285  shares of Common Stock with respect
         to which  options  have been  granted  under  such  plans at a weighted
         average exercise price of $7.69 per share. An additional 146,015 shares
         of Common  Stock,  in the  aggregate,  may be offered  under the plans.
         Pursuant to Rule  457(h)  promulgated  under the  Securities  Act,  the
         offering price for the  additional  146,015 shares of Common Stock that
         may be issued  under the plans is  estimated  solely for the purpose of
         determining the registration fee and is based on $3.1875, the per share
         average of high and low sale prices of the Common  Stock as reported by
         the Nasdaq SmallCap Market ("Nasdaq") on July 7, 1999.


                                       -2-

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration  Statement on
Form S-8 (the "Registration Statement") is included in the description of Active
Apparel  Group,  Inc.'s 1993 Stock  Option Plan and 1995  Non-Employee  Director
Stock Option Plan  (collectively  referred to as the "Stock Option Plans") to be
delivered to persons  eligible to participate in the Stock Option Plans pursuant
to Rule 428(b)(1)  promulgated under the Securities Act. Pursuant to the Note to
Part I of Form S-8, this information is not being filed with or included in this
Registration Statement.  However,  included herein is a Prospectus to be used in
connection  with certain  reoffers and resales of shares of common stock,  $.002
par value per share,  of Active Apparel  Group,  Inc.  acquired  pursuant to the
Stock Option Plans.  Such  Prospectus  has been prepared in accordance  with the
requirements of Form S-3 pursuant to General Instruction C of Form S-8.






<PAGE>
PROSPECTUS


                                 202,598 SHARES

                           ACTIVE APPAREL GROUP, INC.

         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders  of shares of our  common  stock  that we may issue to the  selling
stockholders  upon the exercise of stock  options  granted  under our 1993 Stock
Option Plan or under our 1995  Non-Employee  Director  Stock Option  Plan.  This
prospectus also relates to certain  underlying  options that have not as of this
date been granted.  If and when such options are granted to persons  required to
use the prospectus to reoffer and resell the shares underlying such options,  we
will  distribute a prospectus  supplement.  The shares are being  reoffered  and
resold for the account of the selling stockholders,  and we will not receive any
of the proceeds from the resale of the shares.

         The  selling  stockholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq Stock Market, in negotiated  transactions or otherwise,  at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this prospectus.

         Our common  stock is listed on the  Nasdaq  SmallCap  Market  under the
symbol  "AAGP." The last reported sale price on the Nasdaq  SmallCap  Market for
our common stock on July 12, 1999 was $3.375 per share.


--------------------------------------------------------------------------------


     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4.

--------------------------------------------------------------------------------



--------------------------------------------------------------------------------


Neither  the  Securities  and  Exchange  Commission  nor  any  State  Securities
Commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of the prospectus.  Any representation to the contrary is a
criminal offense.

--------------------------------------------------------------------------------


                The date of this Prospectus is July 13, 1999.


<PAGE>

                                TABLE OF CONTENTS


WHERE YOU CAN FIND MORE INFORMATION..........................................2

INCORPORATION BY REFERENCE...................................................3

RISK FACTORS.................................................................4

THE COMPANY.................................................................14

USE OF PROCEEDS.............................................................15

SELLING STOCKHOLDERS........................................................15

PLAN OF DISTRIBUTION........................................................18

LEGAL MATTERS...............................................................20

EXPERTS  ...................................................................20

ADDITIONAL INFORMATION......................................................20



                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is  listed on the  Nasdaq  SmallCap  Market,  and such  reports  and other
information  may also be  inspected  at the  offices of Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006-1500.


                                      -2-

<PAGE>
                           INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

         (1)      Our Annual  Report on Form 10-KSB for the year ended  December
                  31, 1998;

         (2)      Our Quarterly Report on Form 10-QSB for the period ended March
                  31, 1999; and

         (3)      Our Application  for  Registration of our common stock on Form
                  8-A dated April 24, 1995.

         You may request a copy of these filings (excluding the exhibits to such
filings that we have not specifically incorporated by reference in such filings)
at no cost, by writing or telephoning us at the following address:

                           Active Apparel Group, Inc.
                           1350 Broadway, Suite 2300
                           New York, New York   10018
                           Attention: Chief Financial Officer
                           (212) 239-0990



                              ABOUT THIS PROSPECTUS

         This  prospectus is part of a registration  statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The selling stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

                                       -3-

<PAGE>
            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This  prospectus  contains  certain  "forward-looking   statements"  as
defined in the Private Securities  Litigation Reform Act of 1995 and information
relating  to us that are  based on the  beliefs  of our  management,  as well as
assumptions made by and information currently available to our management.  When
used  in  this  prospectus,   the  words   "estimate,"   "project,"   "believe,"
"anticipate,"  "intend,"  "expect"  and  similar  expressions  are  intended  to
identify forward-looking  statements.  These forward-looking  statements reflect
our  current  views with  respect to future  events and are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
contemplated  in  these  forward-looking   statements,   including  those  risks
discussed under "Risk Factors." You are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date on this
prospectus.  We have no  obligation  to publicly  release any revisions to these
forward-looking  statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated events.



                                  RISK FACTORS

         THE  PURCHASE OF OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU
SHOULD CAREFULLY  CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER  INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.


OPERATING LOSSES AND UNCERTAINTY OF FUTURE GROWTH AND RESULTS OF OPERATIONS

         Our net sales and operating  income for the fiscal year ended  December
31,  1998  decreased  compared  to the same  period in 1997.  The  decrease  was
primarily  due to the  decreased  sales  volume of our Converse and MTV licensed
products and increased  selling and shipping  expenses  attributable  to greater
sales sample  expense and increase in salaries of our employees  involved in the
sale,  shipping  and design of our  products.  The table below  compares our net
sales and operating income for fiscal years 1997 and 1998.

<TABLE>
<CAPTION>

                                            1997                   1998                 (DECREASE)             % (DECREASE)
                                            ----                   ----                 ----------             ------------

<S>                                     <C>                    <C>                    <C>                         <C>
           Net Sales                    $16,687,271            $15,011,926            $(1,675,345)                 (10%)
           Operating Income             $   344,060            $  (434,728)           $  (778,788)                (226%)
</TABLE>

         For the five fiscal  years  immediately  preceding  December  31, 1998,
however, we had experienced some gain and did not have any accumulated  deficit.
While the retail environment

                                       -4-

<PAGE>

remains  difficult,  we believe that we will return to our  previous  pattern of
sales growth, although we cannot assure you that we will be able to do so.

         We are  subject  to all risks  associated  with  operating  an  apparel
business, such as the uncertainty of market acceptance of our products, the need
to expand  marketing and distribution  capabilities and the unexpected  problems
and expenses related to marketing,  manufacturing  and  distribution.  We expect
these  uncertainties,  difficulties  and delays to be  compounded  by the highly
competitive  environment and local and national economic conditions.  Our future
operating  results  will also  depend  upon many  factors  including  successful
identification and response to consumer market trends,  effective monitoring and
controlling costs and efficient business operations and strategies.


DEPENDENCE ON EVERLAST PRODUCT LICENSES

         Our former affiliate,  Total Impact, Inc. ("Total Impact"), was granted
a license to distribute and sell products bearing the Everlast  trademark in the
United States. The license is embodied in an agreement, dated as of June 1, 1992
between them and Everlast World's Boxing Headquarters Corporation  ("Everlast").
On July  7,  1992,  they  assigned  this  license  to us,  as  contained  in the
Assignment of License Agreement,  between us and them. Additionally,  on January
1, 1993,  Everlast granted us a license to distribute and sell their products in
Canada.  The  original  term of our  licenses to  distribute  and sell  Everlast
certain products bearing the Everlast trademark in the United Stated and Canada,
collectively  referred to as the  "Everlast  Licenses,"  expired on December 31,
1996. In January 1997, the Everlast  Licenses were amended to extend the term to
December 31, 2002. We also have the option to renew these licenses for up to two
successive  five-year terms through  December 31, 2012,  assuming we continue to
satisfy certain  conditions  specified in the Everlast  Licenses.  Our exclusive
right to sell women's  activewear,  sportswear,  swimwear and coverups  with the
Everlast  trademark  in the  United  States and  Canada  was  granted  under our
Everlast  Licenses.  We are  required to satisfy  certain  terms and  conditions
specified in the Everlast Licenses.

         Furthermore,  on January 1, 1999,  we entered  into an  agreement  with
Everlast to  exclusively  distribute  and sell men's  apparel using the Everlast
trademark in the United States and Canada ("Men's  License").  The Men's License
expires on  December  31,  2001 and is  renewable  twice,  each for a  five-year
period.  Similar to the Everlast  Licenses,  we are required to satisfy  certain
terms and conditions specified in the Men's Licenses.

         Everlast has the right to terminate the men's and women's licenses upon
certain  circumstances,  including  our failure to sell the minimum  quantity of
products  covered in their  respective  licenses.  If  Everlast  terminates  its
licenses,  or if we fail to renew any one of these  licenses,  we would lose the
right to sell and distribute their products.  A loss of one of the licenses will
have a material adverse effect on our business, results of operations and future
growth.  Currently,  we are in compliance with the requirements specified in all
the licenses by

                                       -5-

<PAGE>
the applicable  licensor.  However,  we cannot assure you that we will always be
able to do so,  which could  result in the  termination  of the  licenses by the
applicable licensor. You must note that the minimum quantity required to be sold
increases over time.

         On May 20, 1994,  we entered into a trademark  license  agreement  with
Converse, Inc. (the "Converse License").  This agreement granted us a license to
distribute and sell Converse certain  products  bearing the Converse  trademark.
Our exclusive  rights to sell women's and girl's  activewear and sportswear with
the  Converse  trademark  in the United  States was granted  under the  Converse
License.  Our  license  expired on April 30,  1998 and was amended to extend the
term  through  March 31, 1999.  On March 10,  1999,  we decided not to renew the
Converse  License.  Additionally,  the term of our amended license to market and
distribute  certain products  bearing certain  trademarks owned by MTV Networks,
Inc.  expired on June 30,  1999 and was not  renewed  because we did not achieve
sufficient  sales to  automatically  renew the  license  agreement.  Although we
believe that  discontinuation  of these licenses will not have a material impact
on our operations, we cannot assure that this will be so.


DEPENDENCE UPON THE CENTURY FACILITY

         In August 1992,  we entered into a factoring  agreement  with  Century,
which  has  been  amended  from  time  to  time  (as so  amended,  the  "Century
Agreement").  This  agreement  provides for  Century's  purchase of our accounts
receivable  (the  "Century  Facility").  According  to the terms of the  Century
Agreement, Century is generally required to pay us the proceeds of the purchased
accounts receivable net of commissions, reserves and certain other amounts, five
business days after each of our customers has paid Century. However, Century has
the option to pay us in advance or to arrange, on our behalf, a letter of credit
in favor of our  manufacturers,  for the net amounts that they would pay us upon
its collection.

         According  to the  Century  Agreement,  we assign to Century all of our
accounts  receivable  derived from our  customers'  product orders in the United
States. The assigned payments and other rights to our accounts receivable are on
a  non-recourse  basis.  Therefore,  Century must  approve all customer  credits
before any products are shipped to our customers.

         The maximum total amount of accounts receivable that Century is willing
to advance  continuously varies. We do not know the precise formula that Century
uses to calculate the maximum amount available under the Credit Facility.  There
is also no formula stated in the Credit Agreement. Century bases its analysis on
various factors,  including our qualifying  accounts  receivable,  inventory and
equity  capital.  Occasionally,  Century  advances  more than the maximum  total
amount it estimated ("over-advances").

         The table below shows the amount of our accounts receivable assigned to
Century and its advances and  over-advances  for the fiscal years ended December
31, 1997 and 1998:


                                       -6-

<PAGE>
                                                    1997              1998
                                                    ----              ----

           Assigned Accounts Receivable          $2,977,617        $1,988,101
           Century's Advances                    $1,094,960        $  486,364
           Due From Factor-Century/(Over-        $1,822,657        $1,501,737
           advances)

         We cannot assure you that Century will continue to make advances before
its  commitments to us are due. We also cannot assure you that our  relationship
with them will always be satisfactory.

         We use any  advances  or  letters  of credit to  increase  our  working
capital.  As of December 31 1998, our working capital was $4,994,000.  This is a
decrease  from our  working  capital of  $5,187,272  as of  December  31,  1997.
Although our working  capital  needs have  continuously  increased,  the Century
Facility has been  sufficient.  The decrease was primarily  attributable  to the
Company's  net loss for the year ended  December 31, 1998.  We cannot assure you
that if there are no more advances or the Century  Facility is terminated,  that
we will not be materially  adversely  affected.  We believe,  however,  that the
funds  generated  from our  operations  and the advances  already made under the
Credit Facility will be sufficient to fund our working capital needs and capital
requirements for the next twelve months. If you need more information  regarding
the  Century  Facility,  the Century  Agreement  and our  liquidity  and capital
resources,  you  can  see  "Management's  Discussion  and  Analysis  or  Plan of
Operations" section in the Form 10-KSB we filed on March 30, 1999 with the SEC.


CHARACTERISTICS OF APPAREL INDUSTRY AND ECONOMIC CYCLE

         Historically,  the apparel industry has experienced substantial changes
in its  business  cycle.  Recessions,  the  states  of the  national  and  local
economies and uncertainties  regarding future economic prospects affect consumer
spending  habits and  adversely  affect our  business,  financial  condition and
results of  operations.  In addition,  we, as well as our  competitors,  sell to
retailers who have experienced  financial  difficulties  during the past several
years. If these financial  difficulties continue or worsen, we cannot assure you
that our business,  financial  condition  and results of operations  will not be
materially  adversely  affected.  If you need  more  information  regarding  the
cyclical nature of the apparel industry,  you can see  "Management's  Discussion
and Analysis or Plan of Operations" section in the Form 10-KSB we filed on March
30, 1999 with the SEC.

         We do not believe  that the sales of our  products  are seasonal in any
material way. Our products,  taken as a whole,  are sold  year-round.  While our
results of operations may vary quarterly, we do not believe that such variations
are material to our business. Consequently, our

                                       -7-

<PAGE>
results of operations in any one quarter are not  representative  of the results
of operations we expect for other quarters or for the full fiscal year.


CHANGES IN CONSUMER MARKET TRENDS; NEW PRODUCTS

         Our ability to anticipate,  gauge and respond  adequately and timely to
rapid  changes  in  consumer  demand  and market  trends  materially  affect our
business  and  results  of  operations.  We  cannot  assure  you that we will be
competitive in this regard. We also cannot assure you that if we fail to achieve
our  objectives,  our business,  results of operations or prospects  will not be
materially  adversely  affected.  We obtained a license to market Everlast men's
products  exclusively in the United Stated starting January 1, 1999. The license
runs  until  December  31,  2001,  with an option  to renew  for two  successive
five-year  periods.  We cannot  assure  you,  however,  that our  products  will
continuously be received positively by our target markets.


COMPETITION

         The  apparel  industry,  specifically  the  sportswear  and  activewear
markets, is intensely competitive. The competition is based on:

         o         price
         o         design
         o         quality
         o         name recognition
         o         timing

         We compete with a large number of competitors, many of which are larger
in size and have  substantially  greater  financial and other  resources than we
have  available.  We  cannot  assure  you  that we will be able to  successfully
differentiate our products from other trademarks,  products or designs.  We also
cannot  assure you that  retailers  or consumers  will  consider our present and
future products or designs to be superior to those of our competitors.

         We are  required  to sell our  Everlast  products  to Everlast at a 25%
discount from the lowest price we offer to any of our other customers.  However,
Everlast may not resell or  distribute  these  products at a price that is lower
than our lowest price. To date,  Everlast has not purchased any of such products
from  us.  If  Everlast  makes a  significant  order of such  products,  it will
adversely  affect our  overall  gross  profit  margins and could have a material
adverse effect on our business, financial condition and results of operations.



                                       -8-

<PAGE>
DEPENDENCE ON THIRD-PARTY MANUFACTURERS AND SUPPLIERS

         We use third-party,  independent  contractors to manufacture all of our
products;  we do not  manufacture  any of our  products  ourselves.  Since 1993,
approximately  75%  of  our  products  have  been  manufactured  by  independent
contractors  in the United  States.  The  remaining  25% have been imported from
international independent contractors, primarily from the Asian countries.

         Currently,  we use over ten  different  manufacturers.  Our two largest
domestic   manufacturers   accounted   for   approximately   44.4%  and   18.8%,
respectively,  of our  total  product  requirements  in the  fiscal  year  ended
December 31, 1998. Because of available  alternative  sources, we do not believe
that a loss of any of our  contractors  would have a material  adverse effect on
our business,  financial condition and results of operations. We believe that we
have good relations with our contractors, but we do not have a written agreement
with any of them.

         Bilateral  textile  agreements  between  the United  States and foreign
nations have imposed constraints in the supply of our foreign-sourced  products.
Political  disputes  between the United States and the foreign nations where the
foreign  contractors  are located may disrupt trade,  impose  additional  import
regulations  and  duties,  taxes  and  other  charges.  Additionally,  political
instability  in their  respective  countries  may  adversely  affect some of our
product  sources.  If any of our domestic or foreign  contractors  are unable or
unwilling to  manufacture  or ship our products in a timely  manner,  our timely
delivery to customers  will be  adversely  affected.  Consequently,  we may miss
retailing  seasons with respect to some or all of our products and may adversely
affect our relationship with our customers,  both of which could have a material
adverse effect on our business,  financial  condition and results of operations.
If you need to see more information  regarding our  contractors,  you could read
"Business -  Manufacturing  and  Suppliers" in the Form 10-KSB we filed on March
30, 1999 with the SEC.


INVENTORY CONTROL PROCEDURES

         We have a "just-in-time" manufacturing and purchasing policy. We expect
this policy to decrease the risk of  accumulating  obsolete  inventory  that may
need to be sold at a discount or below cost when our actual sales are lower than
what we  anticipated  for any  given  period.  We  cannot  assure  you  that our
"just-in-time" policy will continue to be successful or that it will not have an
adverse effect on our business.  If you need to see more  information  regarding
our  manufacturing  and  distribution  policies,  you  could  read  "Business  -
Manufacturing and Suppliers" and "Business - Sales and Distribution" sections in
the Form 10-KSB we filed on March 30, 1999 with the SEC.



                                       -9-

<PAGE>
DEPENDENCE ON MANAGEMENT AND ATTRACTION OF KEY EMPLOYEES

         George Q  Horowitz,  the  Chairman  of our Board,  our Chief  Executive
Officer, Chief Financial Officer, President and Treasurer has more than 23 years
of  experience  in  the  women's  apparel   industry.   He  has  specialized  on
merchandising, sales and operations side of the business. Rita Cinque Kriss, our
Executive  Vice  President,  has more than 12 years of experience in the apparel
industry.  She has specialized on production,  merchandising and operations side
of the business.

         We have entered into  employment  agreements  with each of Mr. Horowitz
and Ms. Cinque Kriss.  They have agreed to continue their  employment and not to
compete with us. The loss of the services of either Mr.  Horowitz or Ms.  Cinque
Kriss would have a material adverse effect on our business, financial condition,
results of  operations  and  prospects.  Consequently,  we have  obtained a life
insurance  policy on Mr.  Horowitz in the amount of $2,000,000 and on Ms. Cinque
Kriss in the amount of  $500,000.  We cannot  assure you that we will be able or
willing to maintain such insurance policies on acceptable terms or premiums,  if
at all, in the future.

         Our future  growth  will  largely  depend on our  ability to retain the
services of Mr.  Horowitz and Ms. Cinque Kriss,  as well as our ability  attract
and retain other qualified personnel. We cannot assure you that such individuals
can be attracted and retained because of the intense  competition in the apparel
industry.


CONTROL BY CURRENT MANAGEMENT

         Management  of the  Company  and  members of their  immediate  families
currently own or control more than 25.2% of our outstanding  voting  securities.
These  persons are and will  continue to be able to  exercise  control  over the
election of the Company's directors.


ABSENCE OF DIVIDENDS

         Since  our  inception  in July  1992,  we have not  declared  or paid a
dividend on our common stock. At present,  we do not anticipate that we will pay
cash  dividends  on our  common  stock.  We expect to retain  all of our  future
earnings for general working capital purposes.  Accordingly,  we cannot guaranty
that we will ever pay cash dividends.


POSSIBLE VOLATILITY OF SECURITIES PRICES

         The market price of our common  stock has in the past been,  and may in
the future continue to be, volatile.  For instance,  between January 1, 1998 and
July 12, 1999, the closing

                                      -10-

<PAGE>
price of our common  stock has ranged  between  $0.50 and  $25.00.  A variety of
events  may  cause  the  market   price  of  our  common   stock  to   fluctuate
significantly, including:

         o         quarter to quarter variations in operating results;

         o         adverse news announcements;

         o         the introduction of new products;

         o         market conditions in the industry.

         New fashion trends,  from us or from our  competitors,  or governmental
regulation or general  conditions in the apparel industry may have a significant
effect on our business and on the market price of our securities.

         Additionally,  the  sale,  or  availability  for sale,  of  substantial
amounts of Common Stock in the public  market  pursuant to Rule 144 or otherwise
could adversely affect the market price of our Common Stock and could impair our
ability to raise additional  capital through the sale of our equity  securities.
As of July 12, 1999, 618,525 shares of our common stock were eligible to be sold
under Rule 144.


POSSIBLE NASDAQ DELISTING; POTENTIALLY LIMITED TRADING MARKET

         Our common  stock is listed on the Nasdaq  SmallCap  Market.  To remain
eligible  for  listing on the Nasdaq  SmallCap  Market we must  comply  with the
following:

         o   our common stock must have a minimum bid price of $1.00;

         o we must have minimum  tangible net assets of  $2,000,000  or a market
         capitalization  of  $35,000,000 or net income of $500,000 in two of the
         three prior years; and

         o we must have a public float of at least 500,000  shares with a market
         value of at least  $1,000,000;  at least 300 stockholders must hold our
         common stock; and at least two market makers must make a market in it.

         If our common stock is delisted from Nasdaq,  trading, if any, would be
conducted  on the OTC  Bulletin  Board.  If our common  stock is  delisted  from
Nasdaq,  the common stock could be  considered a penny  stock.  SEC  regulations
generally  define a penny stock to be an equity  security  that is not listed on
Nasdaq or a national  securities  exchange  and that has a market  price of less
than $5.00 per share, subject to certain exceptions.  The regulations of the SEC
would  require  broker-dealers  to  deliver  to a  purchaser  of common  stock a
disclosure  schedule  explaining the penny stock market and the risks associated
with it. Various sales practice

                                      -11-

<PAGE>
requirements are also imposed on broker-dealers who sell penny stocks to persons
other  than   established   customers  and   accredited   investors   (generally
institutions).  In  addition,  broker-dealers  must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  If the common  stock is traded on the OTC  Bulletin  Board and becomes
subject to the  regulations  applicable to penny  stocks,  investors may find it
more  difficult to obtain timely and accurate  quotes and execute  trades in the
common stock.


POTENTIAL PRODUCT LIABILITY EXPOSURE

         We are  exposed to an  inherent  risk of  potential  product  liability
claims,  which could lead to substantial  damage awards.  We currently  maintain
product  liability  and excess  liability  insurance in the amount of and with a
maximum payout of  $7,000,000.  If a successful  claim is brought  against us in
excess  of, or  outside  of, our  insurance  coverage,  it could have a material
adverse effect on our business,  results of operations and financial  condition.
Claims against us, regardless of their merit or eventual outcome,  may also have
a material adverse effect on the consumer demand for our products.


BARRIERS TO TAKEOVER

         Our Certificate of Incorporation and By-Laws contain certain provisions
which may deter, discourage, or make the assumption of control more difficult by
another corporation or person through a tender offer,  merger,  proxy contest or
similar  transaction  or series of  transactions.  These  provisions  include an
unusually large number of authorized  shares of common stock and the prohibition
of cumulative voting.

         The  Company  is  subject  to  Section  203  of  the  Delaware  General
Corporation Law, which prevents an "interested  stockholder" (defined in Section
203,  generally,  as a person owning 15% or more of a corporation's  outstanding
voting stock) from  engaging in a "business  combination"  with a  publicly-held
Delaware  corporation  for three years  following the date such person became an
interested stockholder, unless:

         o before such person  became an  interested  stockholder,  the board of
         directors  of the  corporation  approved the  transaction  in which the
         interested stockholder became an interested stockholder or approved the
         business combination;

         o upon  consummation of the transaction that resulted in the interested
         stockholder's  becoming  an  interested  stockholder,   the  interested
         stockholder  owns at least 85% of the voting  stock of the  corporation
         outstanding at the time the transaction  commenced  (subject to certain
         exceptions); or

                                      -12-

<PAGE>
         o following the  transaction  in which such person became an interested
         stockholder,  the  business  combination  is  approved  by the board of
         directors  of  the   corporation   and   authorized  at  a  meeting  of
         stockholders by the  affirmative  vote of the holders of 66 2/3% of the
         outstanding voting stock of the corporation not owned by the interested
         stockholder.  A "business combination" includes mergers, stock or asset
         sales and other  transactions  resulting in a financial  benefit to the
         interested stockholder.

         The  provisions  of  Section  203 could  have the  effect of  delaying,
deferring or preventing a change in the control of the Company.

         The overall effect of these  provisions may be to deter a future tender
offer or other takeover attempt that some stockholders might view to be in their
best  interest.  Such an offer might  include a premium over the market price of
our capital stock at that time.  In addition,  these  provisions  may assist our
current  management to retain its position and place it in a better  position to
resist changes which some of our  stockholders may want them to make if they are
not satisfied with the conduct of our business.


LIMITATIONS ON LIABILITY OF DIRECTORS AND OFFICERS

         Our Certificate of Incorporation  allows us to indemnify any person who
is or was made a party to, or is or was  threatened  to be made a party to,  any
pending,  completed,  or threatened action,  suit or proceeding by reason of the
fact that he or she is or was our director,  officer, employee or agent or is or
was  serving at our  request as a  director,  officer,  employee or agent of any
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  The
Certificate of  Incorporation  permits us to advance  expenses to an indemnified
party in  connection  with  defending  any such  proceeding,  upon receipt of an
undertaking  by the  indemnified  party to repay  those  amounts  if it is later
determined that the party is not entitled to indemnification.

         The  foregoing  provisions  may reduce  the  likelihood  of  derivative
litigation  against directors and officers and discourage or deter  stockholders
from suing  directors  or officers  for breaches of their duties us. Even though
such an action, if successful,  might otherwise benefit us and our stockholders.
In addition, the funds that we will use to indemnify directors and officers will
not be available for operational purposes.

                                      -13-

<PAGE>
                                   THE COMPANY

         Active  Apparel Group,  Inc. (the  "Company"),  a Delaware  corporation
organized on July 6, 1992, is engaged in the design, manufacture,  marketing and
sale of women's  activewear,  sportswear,  swimwear  and  coverups,  and,  as of
January  1,  1999,  the  design,  manufacture,   marketing  and  sale  of  men's
activewear,  sportswear and outerwear  featuring the widely- recognized Everlast
trademark (the "Everlast  Products").  Generally,  the Company has the exclusive
right to use and  distribute  the Everlast  Products in the United  States,  its
territories and possessions (collectively,  the "United States") and Canada, its
provinces, territories and possessions (collectively,  "Canada"). The Company is
also  engaged  in  the  design,  manufacture,  marketing  and  sales  of  unisex
activewear  and  accessories  featuring  "MTV's THE GRIND"  and/or  "THE  GRIND"
trademarks (the "MTV Products"). The Company did not design or produce a line of
MTV  activewear  for sale in 1999.  The  Company  decided  not to renew  the MTV
license,  which  expired on June 30, 1999.  SEE "RISK  FACTORS -  DEPENDENCE  ON
EVERLAST  PRODUCT  LICENSES".  The  Company  is a member of the  Sporting  Goods
Manufacturers  Association,  the National  Sporting  Goods  Association  and the
Canadian Sporting Goods Association.

         The  Company's  strategy is to expand the Company's  operations  and to
become a leading  brand  name  supplier  of  women's  and men's  activewear  and
sportswear. Key elements of this strategy include:

         o balancing and diversifying the Company's product collections in terms
         of style and price range;

         o maximizing  visibility  in the  Company's  products  through  focused
         advertising and marketing programs;

         o expanding  its product  distribution  system by  establishing  better
         relationships with a broader network of retailers  worldwide subject to
         distribution restrictions of the Everlast Product licenses;

         o  capitalizing   on  the  Company's   strengths   through  design  and
         manufacture for private label activewear and sportswear customers.

         All  of  the  Company's   products  are  manufactured  by  third  party
independent  manufacturing  contractors  in the United States and abroad and are
sold to over 20,000 retail  locations  throughout  the United States and Canada.
See "Business - Sales and Distribution"  sections in the Form 10-KSB we filed on
March 30, 1999 with the SEC.



                                      -14-

<PAGE>
PRODUCTS

         The Company's product line primarily consists of the Everlast Products,
which  are  designed  and  marketed  with a goal of a high  level of brand  name
recognition and consumer preference by combining performance,  market appeal and
value. The Company  performs  extensive market research in attempting to provide
its  retail  customers  and  consumers  with  functionality  along with the most
desirable styles,  color schemes and fabrics. The Company has actively pursued a
strategy of  developing a balanced and  diversified  mix of products in order to
maximize the brand name recognition and appeal to various demographic groups and
geographic  areas.  The  Company's  product  line is  primarily  composed of the
Everlast collection.

         The Company sells a diverse collection of Everlast Products  consisting
of women's activewear,  sportswear,  swimwear and coverups, and as of January 1,
1999, men's  activewear,  sportswear and outerwear under the Everlast  trademark
and logo.  Since 1910,  Everlast has gained wide recognition in professional and
amateur  boxing.  The  Company  believes  that  the  Everlast  name  has  become
synonymous with quality  athletic  products.  The Company,  through the Everlast
Products,  seeks to continue this tradition,  while  recognizing that the active
person has particular demands regarding quality, comfort and style in activewear
and  sportswear.  The Everlast  Products  consist of  approximately  80 separate
products with varying styles and functions.  These include  fitness  apparel and
sportswear  made of nylon,  fleece,  cotton,  Lycra spandex and other  technical
polyester fabrics with moisture management properties. The Everlast Products are
designed to feature the Everlast  trademark  and logo and to focus on the use of
appropriate fabric blends to maximize comfort and performance. The retail prices
for the Everlast Products generally range from $15 to $70.



                                 USE OF PROCEEDS

         The shares of common stock offered hereby are being  registered for the
account of the selling stockholders identified in this prospectus.  See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders  who offer and sell their  shares.  We will not receive any part of
the proceeds  from such sales of common  stock.  We will,  however,  receive the
exercise  price of the  options  at the time of  their  exercise.  If all of the
options are  exercised,  we will realize  proceeds in the amount of  $2,071,286.
Such  proceeds  will be  contributed  to  working  capital  and will be used for
general corporate purposes.



                              SELLING STOCKHOLDERS

         This  prospectus  relates to the reoffer and resale of shares issued or
that may be issued to the selling  stockholders under our 1993 Stock Option Plan
and the 1995 Non-Employee Director

                                      -15-

<PAGE>
Stock Option Plan  (together,  the "Stock Option  Plans").  This Prospectus also
relates to such  indeterminate  number of additional shares of common stock that
may be  acquired  by the selling  stockholders  as a result of the  antidilution
provisions of the Stock Option  Plans.  We will provide  additional  information
regarding the identity of the selling stockholders and certain other information
relating to the selling  stockholders as supplement to this prospectus if we are
required by law to do so.

         The following table sets forth (i) the number of shares of common stock
owned by each selling stockholder at July 12, 1999, (ii) the number of shares of
common stock to be offered for resale by each  selling  stockholder  (i.e.,  the
total  number of shares  underlying  options  held by each  selling  stockholder
irrespective of whether such options are presently exercisable within sixty days
of July 12, 1999) and (iii) the number and  percentage of shares of common stock
that each selling  stockholder  will  beneficially  own after  completion of the
offering,  assuming  that all shares that may be offered for resale are sold and
no other shares beneficially owned by the selling stockholders are also sold.

<TABLE>
<CAPTION>

                                            Number of                            Number of
                                            Shares of                            Shares of         Percentage of
                                             Common           Number of        Common Stock         Class to be
                                           Stock Owned      Shares to be     after completion       Owned after
                                           at July 12,       Offered for      of the Offering      completion of
Name                                        1999 (1)          Resale(2)             (3)            the-Offering
---------------------------------------  -----------------------------------------------------------------------

<S>                                      <C>                    <C>                 <C>               <C>
George Q Horowitz.....................   660,628 (4)            62,000              598,628           22.6%
   Chairman of the Board;
   Chief Executive Officer
James K. Anderson.....................   153,942 (5)            67,592               86,350            3.2%
   Vice Chairman of the Board;
   Director
Rita Cinque Kriss.....................   121,700 (6)            35,500               86,200            3.3%
   Executive Vice President;
   Secretary of the Company;
   Director
Larry Kring...........................    25,338 (7)            15,000               10,338             *
   Director
Edward R. Epstein ....................    22,500 (8)            14,400                1,000             *
   Director
Angelo Giusti ........................     9,400 (9)             8,000                1,400             *
   Director
Donald J. Horowitz....................       106 (10)              106                  106             *
</TABLE>
------------------
       * Less than 1%.


                                      -16-

<PAGE>
(1)      Includes all options being registered for resale  regardless of whether
         these options are currently exercisable within 60 days.

(2)      Consists of shares of common stock  issuable  upon  exercise of options
         both currently and not currently exercisable.

(3)      Assumes  that all shares that may be offered for resale are sold and no
         other shares that are  beneficially  owned by the selling  stockholders
         are also sold. A person is deemed to be the beneficial  owner of voting
         securities that can be acquired by such person within 60 days after the
         date hereof  upon the  exercise  of  options,  warrants or  convertible
         securities.  Each beneficial owner's percentage ownership is determined
         by assuming that options,  warrants or convertible  securities that are
         held by such person (but not those held by any other  person) have been
         exercised. Unless otherwise noted, we believe that all persons named in
         the table have sole  voting and  investment  power with  respect to all
         shares  beneficially  owned by them.  The total issued and  outstanding
         shares as of the first quarter is 2,592,581 shares of common stock.

(4)      Includes  42,000 shares of common stock issuable to Mr.  Horowitz if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr. Horowitz has been the Company's President, Chief Executive Officer,
         Treasurer  and a  director  since July 1992 and  Chairman  of the Board
         since January 1996.

(5)      Includes  67,592 shares of common stock issuable to Mr.  Anderson if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr. Anderson has been a director of the Company since August 1992.

(6)      Includes  25,500 shares of common stock issuable to Ms. Cinque Kriss if
         she decides to exercise her  currently  exercisable  options  within 60
         days. Ms. Cinque Kriss has been the Company's  Executive Vice President
         and a director and Secretary since May 1994.

(7)      Includes  15,000  shares of common  stock  issuable to Mr.  Kring if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr. Kring has been a director of the Company since August 1993.

(8)      Includes  11,900 shares of common stock  issuable to Mr.  Epstein if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr.  Epstein has been a director of the Company  since January 1996 and
         has provided legal services to the Company since July 1992.

(9)      Includes  5,500  shares of common  stock  issuable to Mr.  Giusti if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr. Giusti has been the Company's  Vice  President of Operations  since
         June 1997 and a director since January 1997.

(10)     Mr.  Donald J.  Horowitz was a director of the Company from August 1992
         to August 1997.


                                      -17-

<PAGE>
         We cannot assure you that the selling  stockholders will exercise their
options to purchase our common stock.

         The shares covered by this  prospectus may be sold from time to time so
long as this prospectus remains in effect;  provided,  however, that the selling
stockholders  are first  required to contact our Corporate  Secretary to confirm
that this  prospectus  is in effect.  We intend to  distribute  to each  selling
stockholder a letter describing the procedures that the selling  stockholder may
follow  in order to use  this  prospectus  to sell the  shares  and  under  what
conditions the prospectus  may not be used. The selling  stockholders  expect to
sell the shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.



                              PLAN OF DISTRIBUTION


         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have employed an  underwriter  for the sale of common stock by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this prospectus.  The selling stockholders will bear all expenses
associated with the sale of the common stock.

         The  selling  stockholders  may offer  their  shares  of  common  stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

         o On any  stock  exchange  on which the  shares of common  stock may be
           listed  at the time of sale;
         o In  negotiated  transactions;
         o In the over-the-counter  market;
         o In a  combination  of  any  of  the  above transactions.

         The selling  stockholders may offer their shares of common stock at any
of the following prices:

         o Fixed prices which may be changed;
         o Market prices prevailing at the time of sale;
         o Prices related to such prevailing  market prices;
         o At negotiated prices.

         The selling stockholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  stockholders  and/or the  purchasers of shares of common stock for whom
such  broker-dealers  may act as agents or to whom they sell as  principals,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary commissions).


                                      -18-

<PAGE>
         Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such sales may be at prices then  prevailing on Nasdaq or at prices  related
to such prevailing  market prices or at negotiated  prices to its customers or a
combination of such methods.  The selling  stockholders  and any  broker-dealers
that act in  connection  with the sale of the common  stock  hereunder  might be
deemed  to be  "underwriters"  within  the  meaning  of  Section  2(11)  of  the
Securities Act; any commissions received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts and commissions
under  the  Securities  Act.  Any such  commissions,  as well as other  expenses
incurred by the selling  stockholders and applicable transfer taxes, are payable
by the selling stockholders.

         The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock.  The selling  stockholders  will pay any
sales   commissions   or  other   seller's   compensation   applicable  to  such
transactions.

         We have not  registered or qualified  offers and sales of shares of the
common stock under the laws of any  country,  other than the United  States.  To
comply  with  certain  states'  securities  laws,  if  applicable,  the  selling
stockholders  will  offer  and  sell  their  shares  of  common  stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

         The selling  stockholders  have  represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the  Securities  Exchange Act of 1934,  as amended.  In general,  Rule 102
under  Regulation M prohibits any person  connected with a  distribution  of our
common stock (a  "Distribution")  from  directly or  indirectly  bidding for, or
purchasing for any account in which he or she has a beneficial interest,  any of
our common stock or any right to purchase our common stock,  for a period of one
business  day before and after  completion  of his or her  participation  in the
Distribution (we refer to that time period as the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  stockholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling stockholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  stockholders  will sell any
or all of the shares offered by them hereunder or otherwise.


                                      -19-

<PAGE>
                                  LEGAL MATTERS

         Certain legal matters in connection  with the issuance of the shares of
common  stock  offered  hereby have been  passed upon for us by Olshan  Grundman
Frome Rosenzweig & Wolosky LLP, New York, New York.

                                     EXPERTS

         Our financial  statements  included in our annual report on Form 10-KSB
for the fiscal year ended  December 31, 1998 referred to above have been audited
by Berenson & Company LLP, independent  certified  accountants,  as set forth in
their report dated January 29, 1999 accompanying such financial statements,  and
are  incorporated  herein by reference in reliance upon the report of such firm,
which  report is given  upon  their  authority  as  experts  in  accounting  and
auditing.

         Any financial statements and schedules incorporated by reference in the
registration  statement of which this  prospectus is part that have been audited
and are subject of a report by independent  accountants  will be so incorporated
by reference after the date of this prospectus in reliance upon such reports and
upon the  authority of such firms as experts in  accounting  and auditing to the
extent covered by consents filed with the SEC.



                             ADDITIONAL INFORMATION

         We  have  filed  with  the SEC a  Registration  Statement  on Form  S-8
(together  with  all  amendments  and  exhibits   thereto,   the   "Registration
Statement")  under the Securities Act with respect to the shares offered hereby.
This  prospectus  does  not  contain  all of the  information  set  forth in the
Registration  Statement,  certain parts of which are omitted in accordance  with
the rules and regulations of the SEC. For further information with respect to us
and the shares of common stock offered hereby,  please refer to the Registration
Statement.  Statements  contained  in this  prospectus  about  any  contract  or
document are not necessarily complete, and in each instance, you should refer to
the copy of such contract or document filed with the SEC. Each such statement is
qualified in all respects by such reference.

                                      -20-

<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

       The  following  documents  filed  by  Active  Apparel  Group,  Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference and made a part hereof:

       (a)    The  Company's  Annual  Report on Form  10-KSB for the fiscal year
              ended December 31, 1998;

       (b)    The Company's  Quarterly Report on Form 10-Q for the first quarter
              of fiscal year 1999; and

       (c)    The  description  of the Common Stock  contained in the  Company's
              Registration  Statement on Form 8-A filed with the  Commission  on
              April 24, 1995.

       All  reports  and  other  documents  subsequently  filed  by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended,  prior to the filing of a post-effective  amendment that indicates that
all securities offered hereby have been sold or that de-registers all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable.


ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

       Not applicable.


ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

       As  permitted by the  Delaware  General  Corporation  Law  ("DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  or officer to the  Company  for  monetary  damages for
breach of fiduciary duty of care as a director.  Liability is not eliminated for
(i)  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or  redemptions  pursuant to Section 174 of the DGCL
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.


                                      II-1

<PAGE>
       The Company has also entered into indemnification agreements with each of
its directors and executive  officers.  The  indemnification  agreements provide
that the  directors and executive  officers will be  indemnified  to the fullest
extent  permitted by applicable law against all expenses  (including  attorneys'
fees),  judgments,  fines and  amounts  reasonably  paid or incurred by them for
settlement in any threatened,  pending or completed action,  suit or proceeding,
including any derivative  action,  on account of their services as a director or
officer  of the  Company  or of any  subsidiary  of the  Company or of any other
company or  enterprise  in which they are serving at the request of the Company.
No  indemnification  will be  provided  under  the  indemnification  agreements,
however, to any director or executive officer in certain limited  circumstances,
including on account of knowingly fraudulent,  deliberately dishonest or willful
misconduct.  To the  extent the  provisions  of the  indemnification  agreements
exceed the  indemnification  permitted by applicable  law, such provision may be
unenforceable  or may be  limited  to the  extent  they are  found by a court of
competent jurisdiction to be contrary to pubic policy.


DELAWARE LAW

       The Company is subject to Section 203 of the Delaware General Corporation
Law,  which  prevents  an  "interested  stockholder"  (defined  in Section  203,
generally, as a person owning 15% or more of a corporation's  outstanding voting
stock) from engaging in a "business  combination" with a publicly-held  Delaware
corporation  for three years following the date such person became an interested
stockholder,  unless:  (i) before such person became an interested  stockholder,
the board of directors of the corporation  approved the transaction in which the
interested stockholder became an interested stockholder or approved the business
combination;  (ii) upon  consummation  of the  transaction  that resulted in the
interested  stockholder's  becoming an interested  stockholder,  the  interested
stockholder owns at least 85% of the voting stock of the corporation outstanding
at the time the transaction  commenced (subject to certain  exceptions) or (iii)
following the transaction in which such person became an interested stockholder,
the  business  combination  is  approved  by  the  board  of  directors  of  the
corporation and authorized at a meeting of stockholders by the affirmative  vote
of the holders of 66 2/3% of the outstanding voting stock of the corporation not
owned by the interested stockholder.  A "business combination" includes mergers,
stock or asset sales and other transactions  resulting in a financial benefit to
the interested stockholder.

       The  provisions  of  Section  203  could  have the  effect  of  delaying,
deferring or preventing a change in the control of the Company.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.


ITEM 8.  EXHIBITS.

       4(a)        -       1993 Stock Option Plan.


                                      II-2

<PAGE>



       4(b)       - 1995 Non-Employee Director Stock Option Plan.

       5          - Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

       23(a)      - Consent of Berenson & Company LLP, independent auditors.

       23(b)      - Consent of Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP
                    (included in its opinion filed herewith as Exhibit 5).

       24         - Powers of Attorney  (included on the signature  page to this
                    Registration Statement).


ITEM 9.  UNDERTAKINGS.

       A.     The undersigned registrant hereby undertakes:

         (1)  To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this Registration Statement to
              include  any  material  information  with  respect  to the plan of
              distribution   not  previously   disclosed  in  the   Registration
              Statement  or any  material  change  to  such  information  in the
              Registration Statement;

         (2)  That,  for the purposes of  determining  any  liability  under the
              Securities Act of 1933, each such  post-effective  amendment shall
              be  deemed  to be a new  registration  statement  relating  to the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof; and

         (3)  To remove from registration by means of a post-effective amendment
              any of the securities  being  registered that remain unsold at the
              termination of the offering.

       B.     The undersigned registrant hereby undertakes that, for purposes of
              determining  any liability  under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or  15(d)  of the  Securities  Exchange  Act of 1934  (and,  where
              applicable,  each  filing of an  employee  benefit  plan's  annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934)  that is  incorporated  by  reference  in this  Registration
              Statement  shall  be  deemed  to be a new  registration  statement
              relating to the securities  offered  therein,  and the offering of
              such  securities  at that time  shall be deemed to be the  initial
              bona fide offering thereof.

       C.     Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling  persons of the  registrant  pursuant to the foregoing
              provisions,  or otherwise, the registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is  against  public  policy as  expressed  in the
              Securities Act of 1933 and is,  therefore,  unenforceable.  In the
              event that a claim for  indemnification  against such  liabilities
              (other than the payment by the registrant of expenses  incurred or
              paid  by  a  director,   officer  or  controlling  person  of  the
              registrant in the successful defense of any action,

                                      II-3

<PAGE>

              suit or  proceeding)  is  asserted  by such  director,  officer or
              controlling   person  in  connection  with  the  securities  being
              registered,  the  registrant  will,  unless in the  opinion of its
              counsel the matter has been  settled by a  controlling  precedent,
              submit to a court of appropriate jurisdiction the question whether
              such  indemnification  by it is against public policy as expressed
              in the  Securities  Act of 1933 and will be  governed by the final
              adjudication of such issue.

       D.     The undersigned  registrant  hereby undertakes to deliver or cause
              to be delivered  with the  prospectus,  to each person to whom the
              prospectus  is sent or given,  a copy of the  registrant's  latest
              annual report to stockholders that is incorporated by reference in
              the  prospectus   and  furnished   pursuant  to  and  meeting  the
              requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
              Exchange Act of 1934;  and,  where interim  financial  information
              required to be presented by Article 3 of Regulation S-X is not set
              forth in the prospectus,  to deliver,  or cause to be delivered to
              each person to whom the  prospectus  is sent or given,  the latest
              quarterly report that is specifically incorporated by reference in
              the prospectus to provide such interim financial information.


                                      II-4

<PAGE>
                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 12th day of
July, 1999.

                                           ACTIVE APPAREL GROUP, INC.


                                           /S/ GEORGE Q HOROWITZ
                                           -------------------------------------
                                           George Q Horowitz
                                           Chief Executive Officer and President



                       POWER OF ATTORNEYS AND SIGNATORIES

       KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes  and  appoints  George Q Horowitz  his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities,  to sign
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration  Statement  and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission  granting  unto  said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing  requisite or necessary
to be done as fully to all intents  and  purposes as he or she might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.


       SIGNATURE                    TITLE                            DATE

                             Chairman of the Board,               July 12, 1999
                             Chief Executive Officer,
                             Chief Financial Officer
/S/ GEORGE Q HOROWITZ        (Principal Executive Officer
------------------------     and Principal Accounting
    George Q Horowitz        Officer)


                                      II-5

<PAGE>

       SIGNATURE                    TITLE                            DATE


/S/ JAMES K. ANDERSON        Vice Chairman of the Board           July 12, 1999
----------------------
    James K. Anderson

/S/ RITA CINQUE KRISS
----------------------       Executive Vice President,            July 12, 1999
    Rita Cinque Kriss        Secretary and Director


----------------------       Director
    Larry Kring


/S/ EDWARD R. EPSTEIN        Director                             July 12, 1999
----------------------
    Edward R. Epstein



/S/ ANGELO GIUSTI            Director                             July 12, 1999
---------------------
    Angelo Giusti


                                      II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 75227}]
{"company-data": {"conformed-name": "ACTIVE APPAREL GROUP INC", "cik": "0000934795", "assigned-sic": "2330", "irs-number": "133672716", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82783", "film-number": "99663822"}, "business-address": {"street1": "1350 BROADWAY", "street2": "FLOOR 23", "city": "NEW YORK", "state": "NY", "zip": "10018", "phone": "2122390990"}, "mail-address": {"street1": "1350 BROADWAY", "street2": "FL 23", "city": "NEW YORK", "state": "NY", "zip": "10018"}}
As filed with the Securities and Exchange Commission on July 13, 1999
                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933
                              --------------------
                           ACTIVE APPAREL GROUP, INC.
                              --------------------
             (Exact name of Registrant as specified in its charter)

             DELAWARE                                 13-3672716
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

                            1350 BROADWAY, SUITE 2300
                            NEW YORK, NEW YORK 10018
          (Address of principal executive offices, including zip code)

                  1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
                             1993 STOCK OPTION PLAN
                              (Full Title of Plans)

                                GEORGE Q HOROWITZ
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           ACTIVE APPAREL GROUP, INC.
                            1350 BROADWAY, SUITE 2300
                            NEW YORK, NEW YORK 10018
                     (Name and Address of agent for service)

                                 (212) 239-0990
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                            ROBERT H. FRIEDMAN, ESQ.
                 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
                           505 PARK AVENUE, 16TH FLOOR
                            NEW YORK, NEW YORK 10022
                                 (212) 753-7200

                         CALCULATION OF REGISTRATION FEE
Proposed                 Proposed
                                                       maximum                  maximum
       Title of                Amount                 offering                 aggregate                 Amount of
      securities                to be                   price                  offering                registration
   to be registered          registered               per share                  price                      fee
-------------------------------------------------------------------------------------------------------------------
Common Stock,                444,300 (1)              $4.91(2)                $2,183,160                 $606.92
$.002 par value                shares
per share
(1)      Represents an aggregate of 444,300  shares of Common Stock  issuable by
         the Registrant pursuant to  the 1995 Non-Employee Director Stock Option
         Plan and the 1993  Stock  Option  Plan (the  "1993  Plan").  Options to
         purchase 75,000 shares of Common Stock that were granted under the 1993
         Plan to the Registrant's credit provider are not registrable  hereunder
         and are not registered  hereby.  Pursuant to Rule 416 promulgated under
         the Securities  Act of 1933, as amended (the  "Securities  Act"),  this
         Registration  Statement  also registers  such  indeterminate  number of
         additional  shares  of  Common  Stock  that may be  offered  or  issued
         pursuant to the anti-dilution provisions set forth in such plans.

(2)      Represents an aggregate of 223,285  shares of Common Stock with respect
         to which  options  have been  granted  under  such  plans at a weighted
         average exercise price of $7.69 per share. An additional 146,015 shares
         of Common  Stock,  in the  aggregate,  may be offered  under the plans.
         Pursuant to Rule  457(h)  promulgated  under the  Securities  Act,  the
         offering price for the  additional  146,015 shares of Common Stock that
         may be issued  under the plans is  estimated  solely for the purpose of
         determining the registration fee and is based on $3.1875, the per share
         average of high and low sale prices of the Common  Stock as reported by
         the Nasdaq SmallCap Market ("Nasdaq") on July 7, 1999.

                                       -2-
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The information called for by Part I of this Registration  Statement on
Form S-8 (the "Registration Statement") is included in the description of Active
Apparel  Group,  Inc.'s 1993 Stock  Option Plan and 1995  Non-Employee  Director
Stock Option Plan  (collectively  referred to as the "Stock Option Plans") to be
delivered to persons  eligible to participate in the Stock Option Plans pursuant
to Rule 428(b)(1)  promulgated under the Securities Act. Pursuant to the Note to
Part I of Form S-8, this information is not being filed with or included in this
Registration Statement.  However,  included herein is a Prospectus to be used in
connection  with certain  reoffers and resales of shares of common stock,  $.002
par value per share,  of Active Apparel  Group,  Inc.  acquired  pursuant to the
Stock Option Plans.  Such  Prospectus  has been prepared in accordance  with the
requirements of Form S-3 pursuant to General Instruction C of Form S-8.
PROSPECTUS

                                 202,598 SHARES

                           ACTIVE APPAREL GROUP, INC.

         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders  of shares of our  common  stock  that we may issue to the  selling
stockholders  upon the exercise of stock  options  granted  under our 1993 Stock
Option Plan or under our 1995  Non-Employee  Director  Stock Option  Plan.  This
prospectus also relates to certain  underlying  options that have not as of this
date been granted.  If and when such options are granted to persons  required to
use the prospectus to reoffer and resell the shares underlying such options,  we
will  distribute a prospectus  supplement.  The shares are being  reoffered  and
resold for the account of the selling stockholders,  and we will not receive any
of the proceeds from the resale of the shares.

         The  selling  stockholders  have  advised  us that the  resale of their
shares  may be  effected  from time to time in one or more  transactions  on the
Nasdaq Stock Market, in negotiated  transactions or otherwise,  at market prices
prevailing at the time of the sale or at prices otherwise negotiated.  See "Plan
of  Distribution."  We will bear all expenses in connection with the preparation
of this prospectus.

         Our common  stock is listed on the  Nasdaq  SmallCap  Market  under the
symbol  "AAGP." The last reported sale price on the Nasdaq  SmallCap  Market for
our common stock on July 12, 1999 was $3.375 per share.

--------------------------------------------------------------------------------

     THIS INVESTMENT INVOLVES RISK. SEE "RISK FACTORS" BEGINNING AT PAGE 4.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Neither  the  Securities  and  Exchange  Commission  nor  any  State  Securities
Commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of the prospectus.  Any representation to the contrary is a
criminal offense.

--------------------------------------------------------------------------------

                The date of this Prospectus is July 13, 1999.
TABLE OF CONTENTS

WHERE YOU CAN FIND MORE INFORMATION..........................................2

INCORPORATION BY REFERENCE...................................................3

RISK FACTORS.................................................................4

THE COMPANY.................................................................14

USE OF PROCEEDS.............................................................15

SELLING STOCKHOLDERS........................................................15

PLAN OF DISTRIBUTION........................................................18

LEGAL MATTERS...............................................................20

EXPERTS  ...................................................................20

ADDITIONAL INFORMATION......................................................20

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange  Commission (the "SEC").  You
may read and  copy any  document  we file at the  SEC's  public  reference  room
located at Judiciary Plaza, 450 Fifth Street, N.W., Washington,  D.C. 20549. You
may obtain further  information on the operation of the public reference room by
calling the SEC at  1-800-SEC-0330.  Our SEC filings are also  available  to the
public over the  Internet at the SEC's web site at  http://www.sec.gov.  You may
also request  copies of such  documents,  upon payment of a duplicating  fee, by
writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Our common
stock is  listed on the  Nasdaq  SmallCap  Market,  and such  reports  and other
information  may also be  inspected  at the  offices of Nasdaq at 1735 K Street,
N.W., Washington, D.C. 20006-1500.

                                      -2-
INCORPORATION BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be a part of this  prospectus and  information  that we file later
with  the SEC  will  automatically  update  and  replace  this  information.  We
incorporate  by reference the documents  listed below and any future  filings we
make with the SEC under  Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"):

         (1)      Our Annual  Report on Form 10-KSB for the year ended  December
                  31, 1998;

         (2)      Our Quarterly Report on Form 10-QSB for the period ended March
                  31, 1999; and

         (3)      Our Application  for  Registration of our common stock on Form
                  8-A dated April 24, 1995.

         You may request a copy of these filings (excluding the exhibits to such
filings that we have not specifically incorporated by reference in such filings)
at no cost, by writing or telephoning us at the following address:

                           Active Apparel Group, Inc.
                           1350 Broadway, Suite 2300
                           New York, New York   10018
                           Attention: Chief Financial Officer
                           (212) 239-0990

                              ABOUT THIS PROSPECTUS

         This  prospectus is part of a registration  statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The selling stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

                                       -3-
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This  prospectus  contains  certain  "forward-looking   statements"  as
defined in the Private Securities  Litigation Reform Act of 1995 and information
relating  to us that are  based on the  beliefs  of our  management,  as well as
assumptions made by and information currently available to our management.  When
used  in  this  prospectus,   the  words   "estimate,"   "project,"   "believe,"
"anticipate,"  "intend,"  "expect"  and  similar  expressions  are  intended  to
identify forward-looking  statements.  These forward-looking  statements reflect
our  current  views with  respect to future  events and are subject to risks and
uncertainties  that could cause actual results to differ  materially  from those
contemplated  in  these  forward-looking   statements,   including  those  risks
discussed under "Risk Factors." You are cautioned not to place undue reliance on
these  forward-looking  statements,  which  speak  only  as of the  date on this
prospectus.  We have no  obligation  to publicly  release any revisions to these
forward-looking  statements to reflect events or circumstances after the date of
this prospectus or to reflect the occurrence of unanticipated events.

                                  RISK FACTORS

         THE  PURCHASE OF OUR COMMON STOCK  INVOLVES A HIGH DEGREE OF RISK.  YOU
SHOULD CAREFULLY  CONSIDER THE FOLLOWING RISK FACTORS AND THE OTHER  INFORMATION
IN THIS PROSPECTUS BEFORE DECIDING TO INVEST IN OUR COMMON STOCK.

OPERATING LOSSES AND UNCERTAINTY OF FUTURE GROWTH AND RESULTS OF OPERATIONS

         Our net sales and operating  income for the fiscal year ended  December
31,  1998  decreased  compared  to the same  period in 1997.  The  decrease  was
primarily  due to the  decreased  sales  volume of our Converse and MTV licensed
products and increased  selling and shipping  expenses  attributable  to greater
sales sample  expense and increase in salaries of our employees  involved in the
sale,  shipping  and design of our  products.  The table below  compares our net
sales and operating income for fiscal years 1997 and 1998.
1997                   1998                 (DECREASE)             % (DECREASE)
                                            ----                   ----                 ----------             ------------
Net Sales                    $16,687,271            $15,011,926            $(1,675,345)                 (10%)
           Operating Income             $   344,060            $  (434,728)           $  (778,788)                (226%)
For the five fiscal  years  immediately  preceding  December  31, 1998,
however, we had experienced some gain and did not have any accumulated  deficit.
While the retail environment

                                       -4-
remains  difficult,  we believe that we will return to our  previous  pattern of
sales growth, although we cannot assure you that we will be able to do so.

         We are  subject  to all risks  associated  with  operating  an  apparel
business, such as the uncertainty of market acceptance of our products, the need
to expand  marketing and distribution  capabilities and the unexpected  problems
and expenses related to marketing,  manufacturing  and  distribution.  We expect
these  uncertainties,  difficulties  and delays to be  compounded  by the highly
competitive  environment and local and national economic conditions.  Our future
operating  results  will also  depend  upon many  factors  including  successful
identification and response to consumer market trends,  effective monitoring and
controlling costs and efficient business operations and strategies.

DEPENDENCE ON EVERLAST PRODUCT LICENSES

         Our former affiliate,  Total Impact, Inc. ("Total Impact"), was granted
a license to distribute and sell products bearing the Everlast  trademark in the
United States. The license is embodied in an agreement, dated as of June 1, 1992
between them and Everlast World's Boxing Headquarters Corporation  ("Everlast").
On July  7,  1992,  they  assigned  this  license  to us,  as  contained  in the
Assignment of License Agreement,  between us and them. Additionally,  on January
1, 1993,  Everlast granted us a license to distribute and sell their products in
Canada.  The  original  term of our  licenses to  distribute  and sell  Everlast
certain products bearing the Everlast trademark in the United Stated and Canada,
collectively  referred to as the  "Everlast  Licenses,"  expired on December 31,
1996. In January 1997, the Everlast  Licenses were amended to extend the term to
December 31, 2002. We also have the option to renew these licenses for up to two
successive  five-year terms through  December 31, 2012,  assuming we continue to
satisfy certain  conditions  specified in the Everlast  Licenses.  Our exclusive
right to sell women's  activewear,  sportswear,  swimwear and coverups  with the
Everlast  trademark  in the  United  States and  Canada  was  granted  under our
Everlast  Licenses.  We are  required to satisfy  certain  terms and  conditions
specified in the Everlast Licenses.

         Furthermore,  on January 1, 1999,  we entered  into an  agreement  with
Everlast to  exclusively  distribute  and sell men's  apparel using the Everlast
trademark in the United States and Canada ("Men's  License").  The Men's License
expires on  December  31,  2001 and is  renewable  twice,  each for a  five-year
period.  Similar to the Everlast  Licenses,  we are required to satisfy  certain
terms and conditions specified in the Men's Licenses.

         Everlast has the right to terminate the men's and women's licenses upon
certain  circumstances,  including  our failure to sell the minimum  quantity of
products  covered in their  respective  licenses.  If  Everlast  terminates  its
licenses,  or if we fail to renew any one of these  licenses,  we would lose the
right to sell and distribute their products.  A loss of one of the licenses will
have a material adverse effect on our business, results of operations and future
growth.  Currently,  we are in compliance with the requirements specified in all
the licenses by

                                       -5-
the applicable  licensor.  However,  we cannot assure you that we will always be
able to do so,  which could  result in the  termination  of the  licenses by the
applicable licensor. You must note that the minimum quantity required to be sold
increases over time.

         On May 20, 1994,  we entered into a trademark  license  agreement  with
Converse, Inc. (the "Converse License").  This agreement granted us a license to
distribute and sell Converse certain  products  bearing the Converse  trademark.
Our exclusive  rights to sell women's and girl's  activewear and sportswear with
the  Converse  trademark  in the United  States was granted  under the  Converse
License.  Our  license  expired on April 30,  1998 and was amended to extend the
term  through  March 31, 1999.  On March 10,  1999,  we decided not to renew the
Converse  License.  Additionally,  the term of our amended license to market and
distribute  certain products  bearing certain  trademarks owned by MTV Networks,
Inc.  expired on June 30,  1999 and was not  renewed  because we did not achieve
sufficient  sales to  automatically  renew the  license  agreement.  Although we
believe that  discontinuation  of these licenses will not have a material impact
on our operations, we cannot assure that this will be so.

DEPENDENCE UPON THE CENTURY FACILITY

         In August 1992,  we entered into a factoring  agreement  with  Century,
which  has  been  amended  from  time  to  time  (as so  amended,  the  "Century
Agreement").  This  agreement  provides for  Century's  purchase of our accounts
receivable  (the  "Century  Facility").  According  to the terms of the  Century
Agreement, Century is generally required to pay us the proceeds of the purchased
accounts receivable net of commissions, reserves and certain other amounts, five
business days after each of our customers has paid Century. However, Century has
the option to pay us in advance or to arrange, on our behalf, a letter of credit
in favor of our  manufacturers,  for the net amounts that they would pay us upon
its collection.

         According  to the  Century  Agreement,  we assign to Century all of our
accounts  receivable  derived from our  customers'  product orders in the United
States. The assigned payments and other rights to our accounts receivable are on
a  non-recourse  basis.  Therefore,  Century must  approve all customer  credits
before any products are shipped to our customers.

         The maximum total amount of accounts receivable that Century is willing
to advance  continuously varies. We do not know the precise formula that Century
uses to calculate the maximum amount available under the Credit Facility.  There
is also no formula stated in the Credit Agreement. Century bases its analysis on
various factors,  including our qualifying  accounts  receivable,  inventory and
equity  capital.  Occasionally,  Century  advances  more than the maximum  total
amount it estimated ("over-advances").

         The table below shows the amount of our accounts receivable assigned to
Century and its advances and  over-advances  for the fiscal years ended December
31, 1997 and 1998:

                                       -6-
1997              1998
                                                    ----              ----

           Assigned Accounts Receivable          $2,977,617        $1,988,101
           Century's Advances                    $1,094,960        $  486,364
           Due From Factor-Century/(Over-        $1,822,657        $1,501,737
           advances)

         We cannot assure you that Century will continue to make advances before
its  commitments to us are due. We also cannot assure you that our  relationship
with them will always be satisfactory.

         We use any  advances  or  letters  of credit to  increase  our  working
capital.  As of December 31 1998, our working capital was $4,994,000.  This is a
decrease  from our  working  capital of  $5,187,272  as of  December  31,  1997.
Although our working  capital  needs have  continuously  increased,  the Century
Facility has been  sufficient.  The decrease was primarily  attributable  to the
Company's  net loss for the year ended  December 31, 1998.  We cannot assure you
that if there are no more advances or the Century  Facility is terminated,  that
we will not be materially  adversely  affected.  We believe,  however,  that the
funds  generated  from our  operations  and the advances  already made under the
Credit Facility will be sufficient to fund our working capital needs and capital
requirements for the next twelve months. If you need more information  regarding
the  Century  Facility,  the Century  Agreement  and our  liquidity  and capital
resources,  you  can  see  "Management's  Discussion  and  Analysis  or  Plan of
Operations" section in the Form 10-KSB we filed on March 30, 1999 with the SEC.

CHARACTERISTICS OF APPAREL INDUSTRY AND ECONOMIC CYCLE

         Historically,  the apparel industry has experienced substantial changes
in its  business  cycle.  Recessions,  the  states  of the  national  and  local
economies and uncertainties  regarding future economic prospects affect consumer
spending  habits and  adversely  affect our  business,  financial  condition and
results of  operations.  In addition,  we, as well as our  competitors,  sell to
retailers who have experienced  financial  difficulties  during the past several
years. If these financial  difficulties continue or worsen, we cannot assure you
that our business,  financial  condition  and results of operations  will not be
materially  adversely  affected.  If you need  more  information  regarding  the
cyclical nature of the apparel industry,  you can see  "Management's  Discussion
and Analysis or Plan of Operations" section in the Form 10-KSB we filed on March
30, 1999 with the SEC.

         We do not believe  that the sales of our  products  are seasonal in any
material way. Our products,  taken as a whole,  are sold  year-round.  While our
results of operations may vary quarterly, we do not believe that such variations
are material to our business. Consequently, our

                                       -7-
results of operations in any one quarter are not  representative  of the results
of operations we expect for other quarters or for the full fiscal year.

CHANGES IN CONSUMER MARKET TRENDS; NEW PRODUCTS

         Our ability to anticipate,  gauge and respond  adequately and timely to
rapid  changes  in  consumer  demand  and market  trends  materially  affect our
business  and  results  of  operations.  We  cannot  assure  you that we will be
competitive in this regard. We also cannot assure you that if we fail to achieve
our  objectives,  our business,  results of operations or prospects  will not be
materially  adversely  affected.  We obtained a license to market Everlast men's
products  exclusively in the United Stated starting January 1, 1999. The license
runs  until  December  31,  2001,  with an option  to renew  for two  successive
five-year  periods.  We cannot  assure  you,  however,  that our  products  will
continuously be received positively by our target markets.

COMPETITION

         The  apparel  industry,  specifically  the  sportswear  and  activewear
markets, is intensely competitive. The competition is based on:

         o         price
         o         design
         o         quality
         o         name recognition
         o         timing

         We compete with a large number of competitors, many of which are larger
in size and have  substantially  greater  financial and other  resources than we
have  available.  We  cannot  assure  you  that we will be able to  successfully
differentiate our products from other trademarks,  products or designs.  We also
cannot  assure you that  retailers  or consumers  will  consider our present and
future products or designs to be superior to those of our competitors.

         We are  required  to sell our  Everlast  products  to Everlast at a 25%
discount from the lowest price we offer to any of our other customers.  However,
Everlast may not resell or  distribute  these  products at a price that is lower
than our lowest price. To date,  Everlast has not purchased any of such products
from  us.  If  Everlast  makes a  significant  order of such  products,  it will
adversely  affect our  overall  gross  profit  margins and could have a material
adverse effect on our business, financial condition and results of operations.

                                       -8-
DEPENDENCE ON THIRD-PARTY MANUFACTURERS AND SUPPLIERS

         We use third-party,  independent  contractors to manufacture all of our
products;  we do not  manufacture  any of our  products  ourselves.  Since 1993,
approximately  75%  of  our  products  have  been  manufactured  by  independent
contractors  in the United  States.  The  remaining  25% have been imported from
international independent contractors, primarily from the Asian countries.

         Currently,  we use over ten  different  manufacturers.  Our two largest
domestic   manufacturers   accounted   for   approximately   44.4%  and   18.8%,
respectively,  of our  total  product  requirements  in the  fiscal  year  ended
December 31, 1998. Because of available  alternative  sources, we do not believe
that a loss of any of our  contractors  would have a material  adverse effect on
our business,  financial condition and results of operations. We believe that we
have good relations with our contractors, but we do not have a written agreement
with any of them.

         Bilateral  textile  agreements  between  the United  States and foreign
nations have imposed constraints in the supply of our foreign-sourced  products.
Political  disputes  between the United States and the foreign nations where the
foreign  contractors  are located may disrupt trade,  impose  additional  import
regulations  and  duties,  taxes  and  other  charges.  Additionally,  political
instability  in their  respective  countries  may  adversely  affect some of our
product  sources.  If any of our domestic or foreign  contractors  are unable or
unwilling to  manufacture  or ship our products in a timely  manner,  our timely
delivery to customers  will be  adversely  affected.  Consequently,  we may miss
retailing  seasons with respect to some or all of our products and may adversely
affect our relationship with our customers,  both of which could have a material
adverse effect on our business,  financial  condition and results of operations.
If you need to see more information  regarding our  contractors,  you could read
"Business -  Manufacturing  and  Suppliers" in the Form 10-KSB we filed on March
30, 1999 with the SEC.

INVENTORY CONTROL PROCEDURES

         We have a "just-in-time" manufacturing and purchasing policy. We expect
this policy to decrease the risk of  accumulating  obsolete  inventory  that may
need to be sold at a discount or below cost when our actual sales are lower than
what we  anticipated  for any  given  period.  We  cannot  assure  you  that our
"just-in-time" policy will continue to be successful or that it will not have an
adverse effect on our business.  If you need to see more  information  regarding
our  manufacturing  and  distribution  policies,  you  could  read  "Business  -
Manufacturing and Suppliers" and "Business - Sales and Distribution" sections in
the Form 10-KSB we filed on March 30, 1999 with the SEC.

                                       -9-
DEPENDENCE ON MANAGEMENT AND ATTRACTION OF KEY EMPLOYEES

         George Q  Horowitz,  the  Chairman  of our Board,  our Chief  Executive
Officer, Chief Financial Officer, President and Treasurer has more than 23 years
of  experience  in  the  women's  apparel   industry.   He  has  specialized  on
merchandising, sales and operations side of the business. Rita Cinque Kriss, our
Executive  Vice  President,  has more than 12 years of experience in the apparel
industry.  She has specialized on production,  merchandising and operations side
of the business.

         We have entered into  employment  agreements  with each of Mr. Horowitz
and Ms. Cinque Kriss.  They have agreed to continue their  employment and not to
compete with us. The loss of the services of either Mr.  Horowitz or Ms.  Cinque
Kriss would have a material adverse effect on our business, financial condition,
results of  operations  and  prospects.  Consequently,  we have  obtained a life
insurance  policy on Mr.  Horowitz in the amount of $2,000,000 and on Ms. Cinque
Kriss in the amount of  $500,000.  We cannot  assure you that we will be able or
willing to maintain such insurance policies on acceptable terms or premiums,  if
at all, in the future.

         Our future  growth  will  largely  depend on our  ability to retain the
services of Mr.  Horowitz and Ms. Cinque Kriss,  as well as our ability  attract
and retain other qualified personnel. We cannot assure you that such individuals
can be attracted and retained because of the intense  competition in the apparel
industry.

CONTROL BY CURRENT MANAGEMENT

         Management  of the  Company  and  members of their  immediate  families
currently own or control more than 25.2% of our outstanding  voting  securities.
These  persons are and will  continue to be able to  exercise  control  over the
election of the Company's directors.

ABSENCE OF DIVIDENDS

         Since  our  inception  in July  1992,  we have not  declared  or paid a
dividend on our common stock. At present,  we do not anticipate that we will pay
cash  dividends  on our  common  stock.  We expect to retain  all of our  future
earnings for general working capital purposes.  Accordingly,  we cannot guaranty
that we will ever pay cash dividends.

POSSIBLE VOLATILITY OF SECURITIES PRICES

         The market price of our common  stock has in the past been,  and may in
the future continue to be, volatile.  For instance,  between January 1, 1998 and
July 12, 1999, the closing

                                      -10-
price of our common  stock has ranged  between  $0.50 and  $25.00.  A variety of
events  may  cause  the  market   price  of  our  common   stock  to   fluctuate
significantly, including:

         o         quarter to quarter variations in operating results;

         o         adverse news announcements;

         o         the introduction of new products;

         o         market conditions in the industry.

         New fashion trends,  from us or from our  competitors,  or governmental
regulation or general  conditions in the apparel industry may have a significant
effect on our business and on the market price of our securities.

         Additionally,  the  sale,  or  availability  for sale,  of  substantial
amounts of Common Stock in the public  market  pursuant to Rule 144 or otherwise
could adversely affect the market price of our Common Stock and could impair our
ability to raise additional  capital through the sale of our equity  securities.
As of July 12, 1999, 618,525 shares of our common stock were eligible to be sold
under Rule 144.

POSSIBLE NASDAQ DELISTING; POTENTIALLY LIMITED TRADING MARKET

         Our common  stock is listed on the Nasdaq  SmallCap  Market.  To remain
eligible  for  listing on the Nasdaq  SmallCap  Market we must  comply  with the
following:

         o   our common stock must have a minimum bid price of $1.00;

         o we must have minimum  tangible net assets of  $2,000,000  or a market
         capitalization  of  $35,000,000 or net income of $500,000 in two of the
         three prior years; and

         o we must have a public float of at least 500,000  shares with a market
         value of at least  $1,000,000;  at least 300 stockholders must hold our
         common stock; and at least two market makers must make a market in it.

         If our common stock is delisted from Nasdaq,  trading, if any, would be
conducted  on the OTC  Bulletin  Board.  If our common  stock is  delisted  from
Nasdaq,  the common stock could be  considered a penny  stock.  SEC  regulations
generally  define a penny stock to be an equity  security  that is not listed on
Nasdaq or a national  securities  exchange  and that has a market  price of less
than $5.00 per share, subject to certain exceptions.  The regulations of the SEC
would  require  broker-dealers  to  deliver  to a  purchaser  of common  stock a
disclosure  schedule  explaining the penny stock market and the risks associated
with it. Various sales practice

                                      -11-
requirements are also imposed on broker-dealers who sell penny stocks to persons
other  than   established   customers  and   accredited   investors   (generally
institutions).  In  addition,  broker-dealers  must  provide the  customer  with
current bid and offer  quotations for the penny stock,  the  compensation of the
broker-dealer  and  its  salesperson  in the  transaction  and  monthly  account
statements  showing the market value of each penny stock held in the  customer's
account.  If the common  stock is traded on the OTC  Bulletin  Board and becomes
subject to the  regulations  applicable to penny  stocks,  investors may find it
more  difficult to obtain timely and accurate  quotes and execute  trades in the
common stock.

POTENTIAL PRODUCT LIABILITY EXPOSURE

         We are  exposed to an  inherent  risk of  potential  product  liability
claims,  which could lead to substantial  damage awards.  We currently  maintain
product  liability  and excess  liability  insurance in the amount of and with a
maximum payout of  $7,000,000.  If a successful  claim is brought  against us in
excess  of, or  outside  of, our  insurance  coverage,  it could have a material
adverse effect on our business,  results of operations and financial  condition.
Claims against us, regardless of their merit or eventual outcome,  may also have
a material adverse effect on the consumer demand for our products.

BARRIERS TO TAKEOVER

         Our Certificate of Incorporation and By-Laws contain certain provisions
which may deter, discourage, or make the assumption of control more difficult by
another corporation or person through a tender offer,  merger,  proxy contest or
similar  transaction  or series of  transactions.  These  provisions  include an
unusually large number of authorized  shares of common stock and the prohibition
of cumulative voting.

         The  Company  is  subject  to  Section  203  of  the  Delaware  General
Corporation Law, which prevents an "interested  stockholder" (defined in Section
203,  generally,  as a person owning 15% or more of a corporation's  outstanding
voting stock) from  engaging in a "business  combination"  with a  publicly-held
Delaware  corporation  for three years  following the date such person became an
interested stockholder, unless:

         o before such person  became an  interested  stockholder,  the board of
         directors  of the  corporation  approved the  transaction  in which the
         interested stockholder became an interested stockholder or approved the
         business combination;

         o upon  consummation of the transaction that resulted in the interested
         stockholder's  becoming  an  interested  stockholder,   the  interested
         stockholder  owns at least 85% of the voting  stock of the  corporation
         outstanding at the time the transaction  commenced  (subject to certain
         exceptions); or

                                      -12-
o following the  transaction  in which such person became an interested
         stockholder,  the  business  combination  is  approved  by the board of
         directors  of  the   corporation   and   authorized  at  a  meeting  of
         stockholders by the  affirmative  vote of the holders of 66 2/3% of the
         outstanding voting stock of the corporation not owned by the interested
         stockholder.  A "business combination" includes mergers, stock or asset
         sales and other  transactions  resulting in a financial  benefit to the
         interested stockholder.

         The  provisions  of  Section  203 could  have the  effect of  delaying,
deferring or preventing a change in the control of the Company.

         The overall effect of these  provisions may be to deter a future tender
offer or other takeover attempt that some stockholders might view to be in their
best  interest.  Such an offer might  include a premium over the market price of
our capital stock at that time.  In addition,  these  provisions  may assist our
current  management to retain its position and place it in a better  position to
resist changes which some of our  stockholders may want them to make if they are
not satisfied with the conduct of our business.

LIMITATIONS ON LIABILITY OF DIRECTORS AND OFFICERS

         Our Certificate of Incorporation  allows us to indemnify any person who
is or was made a party to, or is or was  threatened  to be made a party to,  any
pending,  completed,  or threatened action,  suit or proceeding by reason of the
fact that he or she is or was our director,  officer, employee or agent or is or
was  serving at our  request as a  director,  officer,  employee or agent of any
corporation,   partnership,  joint  venture,  trust  or  other  enterprise.  The
Certificate of  Incorporation  permits us to advance  expenses to an indemnified
party in  connection  with  defending  any such  proceeding,  upon receipt of an
undertaking  by the  indemnified  party to repay  those  amounts  if it is later
determined that the party is not entitled to indemnification.

         The  foregoing  provisions  may reduce  the  likelihood  of  derivative
litigation  against directors and officers and discourage or deter  stockholders
from suing  directors  or officers  for breaches of their duties us. Even though
such an action, if successful,  might otherwise benefit us and our stockholders.
In addition, the funds that we will use to indemnify directors and officers will
not be available for operational purposes.

                                      -13-
THE COMPANY

         Active  Apparel Group,  Inc. (the  "Company"),  a Delaware  corporation
organized on July 6, 1992, is engaged in the design, manufacture,  marketing and
sale of women's  activewear,  sportswear,  swimwear  and  coverups,  and,  as of
January  1,  1999,  the  design,  manufacture,   marketing  and  sale  of  men's
activewear,  sportswear and outerwear  featuring the widely- recognized Everlast
trademark (the "Everlast  Products").  Generally,  the Company has the exclusive
right to use and  distribute  the Everlast  Products in the United  States,  its
territories and possessions (collectively,  the "United States") and Canada, its
provinces, territories and possessions (collectively,  "Canada"). The Company is
also  engaged  in  the  design,  manufacture,  marketing  and  sales  of  unisex
activewear  and  accessories  featuring  "MTV's THE GRIND"  and/or  "THE  GRIND"
trademarks (the "MTV Products"). The Company did not design or produce a line of
MTV  activewear  for sale in 1999.  The  Company  decided  not to renew  the MTV
license,  which  expired on June 30, 1999.  SEE "RISK  FACTORS -  DEPENDENCE  ON
EVERLAST  PRODUCT  LICENSES".  The  Company  is a member of the  Sporting  Goods
Manufacturers  Association,  the National  Sporting  Goods  Association  and the
Canadian Sporting Goods Association.

         The  Company's  strategy is to expand the Company's  operations  and to
become a leading  brand  name  supplier  of  women's  and men's  activewear  and
sportswear. Key elements of this strategy include:

         o balancing and diversifying the Company's product collections in terms
         of style and price range;

         o maximizing  visibility  in the  Company's  products  through  focused
         advertising and marketing programs;

         o expanding  its product  distribution  system by  establishing  better
         relationships with a broader network of retailers  worldwide subject to
         distribution restrictions of the Everlast Product licenses;

         o  capitalizing   on  the  Company's   strengths   through  design  and
         manufacture for private label activewear and sportswear customers.

         All  of  the  Company's   products  are  manufactured  by  third  party
independent  manufacturing  contractors  in the United States and abroad and are
sold to over 20,000 retail  locations  throughout  the United States and Canada.
See "Business - Sales and Distribution"  sections in the Form 10-KSB we filed on
March 30, 1999 with the SEC.

                                      -14-
PRODUCTS

         The Company's product line primarily consists of the Everlast Products,
which  are  designed  and  marketed  with a goal of a high  level of brand  name
recognition and consumer preference by combining performance,  market appeal and
value. The Company  performs  extensive market research in attempting to provide
its  retail  customers  and  consumers  with  functionality  along with the most
desirable styles,  color schemes and fabrics. The Company has actively pursued a
strategy of  developing a balanced and  diversified  mix of products in order to
maximize the brand name recognition and appeal to various demographic groups and
geographic  areas.  The  Company's  product  line is  primarily  composed of the
Everlast collection.

         The Company sells a diverse collection of Everlast Products  consisting
of women's activewear,  sportswear,  swimwear and coverups, and as of January 1,
1999, men's  activewear,  sportswear and outerwear under the Everlast  trademark
and logo.  Since 1910,  Everlast has gained wide recognition in professional and
amateur  boxing.  The  Company  believes  that  the  Everlast  name  has  become
synonymous with quality  athletic  products.  The Company,  through the Everlast
Products,  seeks to continue this tradition,  while  recognizing that the active
person has particular demands regarding quality, comfort and style in activewear
and  sportswear.  The Everlast  Products  consist of  approximately  80 separate
products with varying styles and functions.  These include  fitness  apparel and
sportswear  made of nylon,  fleece,  cotton,  Lycra spandex and other  technical
polyester fabrics with moisture management properties. The Everlast Products are
designed to feature the Everlast  trademark  and logo and to focus on the use of
appropriate fabric blends to maximize comfort and performance. The retail prices
for the Everlast Products generally range from $15 to $70.

                                 USE OF PROCEEDS

         The shares of common stock offered hereby are being  registered for the
account of the selling stockholders identified in this prospectus.  See "Selling
Stockholders." All net proceeds from the sale of the common stock will go to the
stockholders  who offer and sell their  shares.  We will not receive any part of
the proceeds  from such sales of common  stock.  We will,  however,  receive the
exercise  price of the  options  at the time of  their  exercise.  If all of the
options are  exercised,  we will realize  proceeds in the amount of  $2,071,286.
Such  proceeds  will be  contributed  to  working  capital  and will be used for
general corporate purposes.

                              SELLING STOCKHOLDERS

         This  prospectus  relates to the reoffer and resale of shares issued or
that may be issued to the selling  stockholders under our 1993 Stock Option Plan
and the 1995 Non-Employee Director

                                      -15-
Stock Option Plan  (together,  the "Stock Option  Plans").  This Prospectus also
relates to such  indeterminate  number of additional shares of common stock that
may be  acquired  by the selling  stockholders  as a result of the  antidilution
provisions of the Stock Option  Plans.  We will provide  additional  information
regarding the identity of the selling stockholders and certain other information
relating to the selling  stockholders as supplement to this prospectus if we are
required by law to do so.

         The following table sets forth (i) the number of shares of common stock
owned by each selling stockholder at July 12, 1999, (ii) the number of shares of
common stock to be offered for resale by each  selling  stockholder  (i.e.,  the
total  number of shares  underlying  options  held by each  selling  stockholder
irrespective of whether such options are presently exercisable within sixty days
of July 12, 1999) and (iii) the number and  percentage of shares of common stock
that each selling  stockholder  will  beneficially  own after  completion of the
offering,  assuming  that all shares that may be offered for resale are sold and
no other shares beneficially owned by the selling stockholders are also sold.
Number of                            Number of
                                            Shares of                            Shares of         Percentage of
                                             Common           Number of        Common Stock         Class to be
                                           Stock Owned      Shares to be     after completion       Owned after
                                           at July 12,       Offered for      of the Offering      completion of
Name                                        1999 (1)          Resale(2)             (3)            the-Offering
---------------------------------------  -----------------------------------------------------------------------
George Q Horowitz.....................   660,628 (4)            62,000              598,628           22.6%
   Chairman of the Board;
   Chief Executive Officer
James K. Anderson.....................   153,942 (5)            67,592               86,350            3.2%
   Vice Chairman of the Board;
   Director
Rita Cinque Kriss.....................   121,700 (6)            35,500               86,200            3.3%
   Executive Vice President;
   Secretary of the Company;
   Director
Larry Kring...........................    25,338 (7)            15,000               10,338             *
   Director
Edward R. Epstein ....................    22,500 (8)            14,400                1,000             *
   Director
Angelo Giusti ........................     9,400 (9)             8,000                1,400             *
   Director
Donald J. Horowitz....................       106 (10)              106                  106             *
------------------
       * Less than 1%.

                                      -16-
(1)      Includes all options being registered for resale  regardless of whether
         these options are currently exercisable within 60 days.

(2)      Consists of shares of common stock  issuable  upon  exercise of options
         both currently and not currently exercisable.

(3)      Assumes  that all shares that may be offered for resale are sold and no
         other shares that are  beneficially  owned by the selling  stockholders
         are also sold. A person is deemed to be the beneficial  owner of voting
         securities that can be acquired by such person within 60 days after the
         date hereof  upon the  exercise  of  options,  warrants or  convertible
         securities.  Each beneficial owner's percentage ownership is determined
         by assuming that options,  warrants or convertible  securities that are
         held by such person (but not those held by any other  person) have been
         exercised. Unless otherwise noted, we believe that all persons named in
         the table have sole  voting and  investment  power with  respect to all
         shares  beneficially  owned by them.  The total issued and  outstanding
         shares as of the first quarter is 2,592,581 shares of common stock.

(4)      Includes  42,000 shares of common stock issuable to Mr.  Horowitz if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr. Horowitz has been the Company's President, Chief Executive Officer,
         Treasurer  and a  director  since July 1992 and  Chairman  of the Board
         since January 1996.

(5)      Includes  67,592 shares of common stock issuable to Mr.  Anderson if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr. Anderson has been a director of the Company since August 1992.

(6)      Includes  25,500 shares of common stock issuable to Ms. Cinque Kriss if
         she decides to exercise her  currently  exercisable  options  within 60
         days. Ms. Cinque Kriss has been the Company's  Executive Vice President
         and a director and Secretary since May 1994.

(7)      Includes  15,000  shares of common  stock  issuable to Mr.  Kring if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr. Kring has been a director of the Company since August 1993.

(8)      Includes  11,900 shares of common stock  issuable to Mr.  Epstein if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr.  Epstein has been a director of the Company  since January 1996 and
         has provided legal services to the Company since July 1992.

(9)      Includes  5,500  shares of common  stock  issuable to Mr.  Giusti if he
         decides to exercise his currently  exercisable  options within 60 days.
         Mr. Giusti has been the Company's  Vice  President of Operations  since
         June 1997 and a director since January 1997.

(10)     Mr.  Donald J.  Horowitz was a director of the Company from August 1992
         to August 1997.

                                      -17-
We cannot assure you that the selling  stockholders will exercise their
options to purchase our common stock.

         The shares covered by this  prospectus may be sold from time to time so
long as this prospectus remains in effect;  provided,  however, that the selling
stockholders  are first  required to contact our Corporate  Secretary to confirm
that this  prospectus  is in effect.  We intend to  distribute  to each  selling
stockholder a letter describing the procedures that the selling  stockholder may
follow  in order to use  this  prospectus  to sell the  shares  and  under  what
conditions the prospectus  may not be used. The selling  stockholders  expect to
sell the shares at prices then attainable,  less ordinary  brokers'  commissions
and dealers' discounts as applicable.

                              PLAN OF DISTRIBUTION

         This  offering  is  self-underwritten;   neither  we  nor  the  selling
stockholders  have employed an  underwriter  for the sale of common stock by the
selling  stockholders.  We  will  bear  all  expenses  in  connection  with  the
preparation of this prospectus.  The selling stockholders will bear all expenses
associated with the sale of the common stock.

         The  selling  stockholders  may offer  their  shares  of  common  stock
directly  or  through  pledgees,  donees,  transferees  or other  successors  in
interest in one or more of the following transactions:

         o On any  stock  exchange  on which the  shares of common  stock may be
           listed  at the time of sale;
         o In  negotiated  transactions;
         o In the over-the-counter  market;
         o In a  combination  of  any  of  the  above transactions.

         The selling  stockholders may offer their shares of common stock at any
of the following prices:

         o Fixed prices which may be changed;
         o Market prices prevailing at the time of sale;
         o Prices related to such prevailing  market prices;
         o At negotiated prices.

         The selling stockholders may effect such transactions by selling shares
to  or  through   broker-dealers,   and  all  such  broker-dealers  may  receive
compensation  in the form of discounts,  concessions,  or  commissions  from the
selling  stockholders  and/or the  purchasers of shares of common stock for whom
such  broker-dealers  may act as agents or to whom they sell as  principals,  or
both (which compensation as to a particular  broker-dealer might be in excess of
customary commissions).

                                      -18-
Any broker-dealer  acquiring common stock from the selling stockholders
may sell the shares either  directly,  in its normal  market-making  activities,
through or to other brokers on a principal or agency basis or to its  customers.
Any such sales may be at prices then  prevailing on Nasdaq or at prices  related
to such prevailing  market prices or at negotiated  prices to its customers or a
combination of such methods.  The selling  stockholders  and any  broker-dealers
that act in  connection  with the sale of the common  stock  hereunder  might be
deemed  to be  "underwriters"  within  the  meaning  of  Section  2(11)  of  the
Securities Act; any commissions received by them and any profit on the resale of
shares as principal might be deemed to be underwriting discounts and commissions
under  the  Securities  Act.  Any such  commissions,  as well as other  expenses
incurred by the selling  stockholders and applicable transfer taxes, are payable
by the selling stockholders.

         The selling stockholders reserve the right to accept, and together with
any agent of the selling stockholder, to reject in whole or in part any proposed
purchase of the shares of common stock.  The selling  stockholders  will pay any
sales   commissions   or  other   seller's   compensation   applicable  to  such
transactions.

         We have not  registered or qualified  offers and sales of shares of the
common stock under the laws of any  country,  other than the United  States.  To
comply  with  certain  states'  securities  laws,  if  applicable,  the  selling
stockholders  will  offer  and  sell  their  shares  of  common  stock  in  such
jurisdictions  only  through  registered  or  licensed  brokers or  dealers.  In
addition,  in certain  states  the  selling  stockholders  may not offer or sell
shares of common stock unless we have  registered  or qualified  such shares for
sale in such  states  or we have  complied  with  an  available  exemption  from
registration or qualification.

         The selling  stockholders  have  represented to us that any purchase or
sale of shares of common stock by them will comply with Regulation M promulgated
under the  Securities  Exchange Act of 1934,  as amended.  In general,  Rule 102
under  Regulation M prohibits any person  connected with a  distribution  of our
common stock (a  "Distribution")  from  directly or  indirectly  bidding for, or
purchasing for any account in which he or she has a beneficial interest,  any of
our common stock or any right to purchase our common stock,  for a period of one
business  day before and after  completion  of his or her  participation  in the
Distribution (we refer to that time period as the "Distribution Period").

         During the Distribution  Period,  Rule 104 under Regulation M prohibits
the selling  stockholders and any other persons engaged in the Distribution from
engaging in any  stabilizing  bid or purchasing  our common stock except for the
purpose of  preventing  or  retarding a decline in the open market  price of our
common  stock.  No  such  person  may  effect  any  stabilizing  transaction  to
facilitate any offering at the market. Inasmuch as the selling stockholders will
be reoffering  and reselling our common stock at the market,  Rule 104 prohibits
them from effecting any  stabilizing  transaction in  contravention  of Rule 104
with respect to our common stock.

         There can be no assurance that the selling  stockholders  will sell any
or all of the shares offered by them hereunder or otherwise.

                                      -19-
LEGAL MATTERS

         Certain legal matters in connection  with the issuance of the shares of
common  stock  offered  hereby have been  passed upon for us by Olshan  Grundman
Frome Rosenzweig & Wolosky LLP, New York, New York.

                                     EXPERTS

         Our financial  statements  included in our annual report on Form 10-KSB
for the fiscal year ended  December 31, 1998 referred to above have been audited
by Berenson & Company LLP, independent  certified  accountants,  as set forth in
their report dated January 29, 1999 accompanying such financial statements,  and
are  incorporated  herein by reference in reliance upon the report of such firm,
which  report is given  upon  their  authority  as  experts  in  accounting  and
auditing.

         Any financial statements and schedules incorporated by reference in the
registration  statement of which this  prospectus is part that have been audited
and are subject of a report by independent  accountants  will be so incorporated
by reference after the date of this prospectus in reliance upon such reports and
upon the  authority of such firms as experts in  accounting  and auditing to the
extent covered by consents filed with the SEC.

                             ADDITIONAL INFORMATION

         We  have  filed  with  the SEC a  Registration  Statement  on Form  S-8
(together  with  all  amendments  and  exhibits   thereto,   the   "Registration
Statement")  under the Securities Act with respect to the shares offered hereby.
This  prospectus  does  not  contain  all of the  information  set  forth in the
Registration  Statement,  certain parts of which are omitted in accordance  with
the rules and regulations of the SEC. For further information with respect to us
and the shares of common stock offered hereby,  please refer to the Registration
Statement.  Statements  contained  in this  prospectus  about  any  contract  or
document are not necessarily complete, and in each instance, you should refer to
the copy of such contract or document filed with the SEC. Each such statement is
qualified in all respects by such reference.

                                      -20-
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.

       The  following  documents  filed  by  Active  Apparel  Group,  Inc.  (the
"Company") with the Securities and Exchange  Commission (the  "Commission")  are
incorporated herein by reference and made a part hereof:

       (a)    The  Company's  Annual  Report on Form  10-KSB for the fiscal year
              ended December 31, 1998;

       (b)    The Company's  Quarterly Report on Form 10-Q for the first quarter
              of fiscal year 1999; and

       (c)    The  description  of the Common Stock  contained in the  Company's
              Registration  Statement on Form 8-A filed with the  Commission  on
              April 24, 1995.

       All  reports  and  other  documents  subsequently  filed  by the  Company
pursuant to Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as
amended,  prior to the filing of a post-effective  amendment that indicates that
all securities offered hereby have been sold or that de-registers all securities
remaining unsold,  shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

       Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

       As  permitted by the  Delaware  General  Corporation  Law  ("DGCL"),  the
Company's  Certificate  of  Incorporation,   as  amended,  limits  the  personal
liability  of a director  or officer to the  Company  for  monetary  damages for
breach of fiduciary duty of care as a director.  Liability is not eliminated for
(i)  any  breach  of the  director's  duty  of  loyalty  to the  Company  or its
stockholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or a knowing violation of law, (iii) unlawful payment of
dividends or stock purchase or  redemptions  pursuant to Section 174 of the DGCL
or (iv) any  transaction  from which the director  derived an improper  personal
benefit.

                                      II-1
The Company has also entered into indemnification agreements with each of
its directors and executive  officers.  The  indemnification  agreements provide
that the  directors and executive  officers will be  indemnified  to the fullest
extent  permitted by applicable law against all expenses  (including  attorneys'
fees),  judgments,  fines and  amounts  reasonably  paid or incurred by them for
settlement in any threatened,  pending or completed action,  suit or proceeding,
including any derivative  action,  on account of their services as a director or
officer  of the  Company  or of any  subsidiary  of the  Company or of any other
company or  enterprise  in which they are serving at the request of the Company.
No  indemnification  will be  provided  under  the  indemnification  agreements,
however, to any director or executive officer in certain limited  circumstances,
including on account of knowingly fraudulent,  deliberately dishonest or willful
misconduct.  To the  extent the  provisions  of the  indemnification  agreements
exceed the  indemnification  permitted by applicable  law, such provision may be
unenforceable  or may be  limited  to the  extent  they are  found by a court of
competent jurisdiction to be contrary to pubic policy.

DELAWARE LAW

       The Company is subject to Section 203 of the Delaware General Corporation
Law,  which  prevents  an  "interested  stockholder"  (defined  in Section  203,
generally, as a person owning 15% or more of a corporation's  outstanding voting
stock) from engaging in a "business  combination" with a publicly-held  Delaware
corporation  for three years following the date such person became an interested
stockholder,  unless:  (i) before such person became an interested  stockholder,
the board of directors of the corporation  approved the transaction in which the
interested stockholder became an interested stockholder or approved the business
combination;  (ii) upon  consummation  of the  transaction  that resulted in the
interested  stockholder's  becoming an interested  stockholder,  the  interested
stockholder owns at least 85% of the voting stock of the corporation outstanding
at the time the transaction  commenced (subject to certain  exceptions) or (iii)
following the transaction in which such person became an interested stockholder,
the  business  combination  is  approved  by  the  board  of  directors  of  the
corporation and authorized at a meeting of stockholders by the affirmative  vote
of the holders of 66 2/3% of the outstanding voting stock of the corporation not
owned by the interested stockholder.  A "business combination" includes mergers,
stock or asset sales and other transactions  resulting in a financial benefit to
the interested stockholder.

       The  provisions  of  Section  203  could  have the  effect  of  delaying,
deferring or preventing a change in the control of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

       Not applicable.

ITEM 8.  EXHIBITS.

       4(a)        -       1993 Stock Option Plan.

                                      II-2
4(b)       - 1995 Non-Employee Director Stock Option Plan.

       5          - Opinion of Olshan Grundman Frome Rosenzweig & Wolosky LLP.

       23(a)      - Consent of Berenson & Company LLP, independent auditors.

       23(b)      - Consent of Olshan  Grundman  Frome  Rosenzweig & Wolosky LLP
                    (included in its opinion filed herewith as Exhibit 5).

       24         - Powers of Attorney  (included on the signature  page to this
                    Registration Statement).

ITEM 9.  UNDERTAKINGS.

       A.     The undersigned registrant hereby undertakes:

         (1)  To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this Registration Statement to
              include  any  material  information  with  respect  to the plan of
              distribution   not  previously   disclosed  in  the   Registration
              Statement  or any  material  change  to  such  information  in the
              Registration Statement;

         (2)  That,  for the purposes of  determining  any  liability  under the
              Securities Act of 1933, each such  post-effective  amendment shall
              be  deemed  to be a new  registration  statement  relating  to the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof; and

         (3)  To remove from registration by means of a post-effective amendment
              any of the securities  being  registered that remain unsold at the
              termination of the offering.

       B.     The undersigned registrant hereby undertakes that, for purposes of
              determining  any liability  under the Securities Act of 1933, each
              filing of the registrant's annual report pursuant to Section 13(a)
              or  15(d)  of the  Securities  Exchange  Act of 1934  (and,  where
              applicable,  each  filing of an  employee  benefit  plan's  annual
              report pursuant to Section 15(d) of the Securities Exchange Act of
              1934)  that is  incorporated  by  reference  in this  Registration
              Statement  shall  be  deemed  to be a new  registration  statement
              relating to the securities  offered  therein,  and the offering of
              such  securities  at that time  shall be deemed to be the  initial
              bona fide offering thereof.

       C.     Insofar  as  indemnification  for  liabilities  arising  under the
              Securities Act of 1933 may be permitted to directors, officers and
              controlling  persons of the  registrant  pursuant to the foregoing
              provisions,  or otherwise, the registrant has been advised that in
              the  opinion  of  the  Securities  and  Exchange  Commission  such
              indemnification  is  against  public  policy as  expressed  in the
              Securities Act of 1933 and is,  therefore,  unenforceable.  In the
              event that a claim for  indemnification  against such  liabilities
              (other than the payment by the registrant of expenses  incurred or
              paid  by  a  director,   officer  or  controlling  person  of  the
              registrant in the successful defense of any action,

                                      II-3
suit or  proceeding)  is  asserted  by such  director,  officer or
              controlling   person  in  connection  with  the  securities  being
              registered,  the  registrant  will,  unless in the  opinion of its
              counsel the matter has been  settled by a  controlling  precedent,
              submit to a court of appropriate jurisdiction the question whether
              such  indemnification  by it is against public policy as expressed
              in the  Securities  Act of 1933 and will be  governed by the final
              adjudication of such issue.

       D.     The undersigned  registrant  hereby undertakes to deliver or cause
              to be delivered  with the  prospectus,  to each person to whom the
              prospectus  is sent or given,  a copy of the  registrant's  latest
              annual report to stockholders that is incorporated by reference in
              the  prospectus   and  furnished   pursuant  to  and  meeting  the
              requirements  of Rule  14a-3 or Rule  14c-3  under the  Securities
              Exchange Act of 1934;  and,  where interim  financial  information
              required to be presented by Article 3 of Regulation S-X is not set
              forth in the prospectus,  to deliver,  or cause to be delivered to
              each person to whom the  prospectus  is sent or given,  the latest
              quarterly report that is specifically incorporated by reference in
              the prospectus to provide such interim financial information.

                                      II-4
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of New  York,  State of New  York,  on this 12th day of
July, 1999.

                                           ACTIVE APPAREL GROUP, INC.

                                           /S/ GEORGE Q HOROWITZ
                                           -------------------------------------
                                           George Q Horowitz
                                           Chief Executive Officer and President

                       POWER OF ATTORNEYS AND SIGNATORIES

       KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature appears
below  constitutes  and  appoints  George Q Horowitz  his or her true and lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for and in his or her name, place and stead, in any and all capacities,  to sign
any  and  all   amendments   (including   post-effective   amendments)  to  this
Registration  Statement  and to file the same,  with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission  granting  unto  said  attorney-in-fact  and  agent,  full  power and
authority to do and perform each and every act and thing  requisite or necessary
to be done as fully to all intents  and  purposes as he or she might or could do
in person,  hereby ratifying and confirming all that said  attorney-in-fact  and
agent, or his substitute or substitutes,  may lawfully do or cause to be done by
virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the date indicated.

       SIGNATURE                    TITLE                            DATE

                             Chairman of the Board,               July 12, 1999
                             Chief Executive Officer,
                             Chief Financial Officer
/S/ GEORGE Q HOROWITZ        (Principal Executive Officer
------------------------     and Principal Accounting
    George Q Horowitz        Officer)

                                      II-5
SIGNATURE                    TITLE                            DATE

/S/ JAMES K. ANDERSON        Vice Chairman of the Board           July 12, 1999
----------------------
    James K. Anderson

/S/ RITA CINQUE KRISS
----------------------       Executive Vice President,            July 12, 1999
    Rita Cinque Kriss        Secretary and Director

----------------------       Director
    Larry Kring

/S/ EDWARD R. EPSTEIN        Director                             July 12, 1999
----------------------
    Edward R. Epstein

/S/ ANGELO GIUSTI            Director                             July 12, 1999
---------------------
    Angelo Giusti

                                      II-6