SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
Commission File Number 0-26006
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(Check one) |X| Form 10-K |_| Form 20-F |_| Form 11-K
|_| Form 10-Q |_| Form 10-D |_| Form N-SAR
|_| Form N-CSR
For period ended DECEMBER 31, 2005
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___ Transition Report on Form 10-K
___ Transition Report on Form 20-F
___ Transition Report on Form 11-K
___ Transition Report on Form 10-Q
___ Transition Report on Form N-SAR
For the transition period ended ___________________________
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:_________________________
________________________________________________________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant TARRANT APPAREL GROUP
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Former name if applicable
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Address of principal executive office (STREET AND NUMBER)
3151 EAST WASHINGTON BLVD.
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City, state and zip code LOS ANGELES, CALIFORNIA 90023
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12b25-1
PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
| (a) The reasons described in reasonable detail in Part III of
| this form could not be eliminated X without unreasonable
| effort or expense;
|
| (b) The subject annual report, semi-annual report, transition
| report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form
|X| | N-CSR, or portion thereof will be filed on or before the
| fifteenth calendar day following the prescribed due date; or
| the subject quarterly report or transition report on Form
| 10-Q or subject distribution report on Form 10-D, or portion
| thereof, will be filed on of before the fifth calendar day
| following the prescribed due date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB,
11-K, 20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed.)
The Registrant's Form 10-K, for the year ended December 31,
2005, could not be filed within the prescribed time period because
certain information and data relating to and necessary for the
completion of the Registrant's financial statements and management's
discussion and analysis of financial condition and results of
operations could not be obtained by registrant within such time period
without unreasonable effort or expense.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
CORAZON REYES (323) 780-8250
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? |X| Yes |_| No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
12b25-2
TARRANT APPAREL GROUP
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: MARCH 31, 2006 By: /S/ CORAZON REYES
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Name: Corazon Reyes
Title: Chief Financial Officer
INSTRUCTION. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute federal
criminal violations (SEE 18 U.S.C. 1001).
12b25-3
PART IV - OTHER INFORMATION
(3) EXPLANATION OF ANTICIPATED CHANGE
The Registrant's net sales for the fiscal year ended December 31, 2005 increased
38.1% to $214.6 million compared to $155.5 million in fiscal year 2004. Net
income for fiscal 2005 was $1.0 million, or $0.03 per diluted share, compared to
a net loss of $104.7 million, or $(3.64) per share for fiscal 2004. The net
income for fiscal 2005 included the write off of prepaid minimum royalty of $1.2
million. The net loss for fiscal 2004 included a $100.8 million charge related
to the impairment of certain of the Registrant's Mexico assets and cumulative
currency translation loss. The increase in net sales was primarily due to
increased sales of Private Brands, which was $55.0 million in 2005 compared to
$21.7 million in 2004. Private Label sales in 2005 were $159.6 million compared
to $133.8 million in 2004.
12b25-4