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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                (AMENDMENT NO. 1)

[X]      Annual  Report  Pursuant  to  Section  13 or  15(d)  of The  Securities
         Exchange Act of 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005

[_]      Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

                         Commission file number 1-13669

                              TAG-IT PACIFIC, INC.
             (Exact Name of Registrant as Specified in Its Charter)

            DELAWARE                                           95-4654481
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                             Identification  No.)

                          21900 BURBANK BLVD., SUITE 270
                            WOODLAND HILLS, CALIFORNIA             91367
                    (Address of Principal Executive Offices)    (Zip Code)

                                 (818) 444-4100
              (Registrant's Telephone Number, Including Area Code)

           Securities registered pursuant to Section 12(b) of the Act:

     TITLE OF EACH CLASS               NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, $.001 PAR VALUE                   AMERICAN STOCK EXCHANGE

           Securities registered pursuant to Section 12(g) of the Act:

                                      NONE

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act.

                                Yes [_]   No [X]

Indicate  by check mark if the  registration  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.  Yes [_]   No [X]

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for past 90 days.

                                Yes [X]   No [_]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer or a  non-accelerated  filer (as defined in Rule 12b-2 of the
Exchange Act).

Large accelerated filer [_]   Accelerated filer [_]   Non-accelerated filer [X]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Act).         Yes [_]   No [X]

At June 30, 2005 the aggregate market value of the voting and non-voting  common
stock held by  non-affiliates  of the registrant was  $42,684,045.  At March 31,
2006 the issuer had 18,376,180 shares of Common Stock,  $.001 par value,  issued
and outstanding.


<PAGE>


                       DOCUMENTS INCORPORATED BY REFERENCE

None

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                                EXPLANATORY NOTE


This  Amendment  No. 1 to Form 10-K on Form  10-K/A  (this  "Amendment")  amends
Tag-It Pacific, Inc.'s (the "Company") Annual Report on Form 10-K for the fiscal
year ended December 31, 2005,  originally filed on April 17, 2006 (the "Original
Filing").  The  Company is filing  this  Amendment  to include  the  information
required by Part III and not included in the Original Filing as the Company will
not  file  its  definitive  proxy  statement  within  120 days of the end of the
Company's fiscal year ended December 31, 2005.

Except as  described  above,  no other  changes  have been made to the  Original
Filing. This Amendment continues to speak as of the date of the Original Filing,
and the Company has not updated the disclosures contained therein to reflect any
events which occurred at a date subsequent to the filing of the Original Filing.
In this Amendment,  unless the context indicates otherwise, the terms "Company,"
"we," "us," and "our" refer to Tag-It Pacific, Inc., and its subsidiaries.


<PAGE>


                                    PART III

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The  following  table  sets  forth the  name,  age and  position  of each of our
executive officers and directors as of April 22, 2006.

NAME                           AGE       POSITION
----                           ---       --------

Stephen P. Forte...........     38       Chief Executive Officer and Director
Mark  Dyne (1).............     45       Chairman of the Board of Directors
Colin Dyne (1).............     43       Vice Chairman of the Board of Directors
Jonathan Burstein (2)......     39       Executive Vice President of Operations,
                                             Secretary and Director
Kevin Bermeister...........     45       Director
Susan White................     56       Director
Raymond Musci .............     45       Director
Joseph Miller..............     42       Director
Brent Cohen................     47       Director
Lonnie D. Schnell..........     57       Chief Financial Officer
Wouter van Biene...........     56       Chief Operating Officer

----------
(1)      Colin Dyne and Mark Dyne are brothers.
(2)      Jonathan Burstein is Colin Dyne's and Mark Dyne's brother-in-law.


CLASS III DIRECTORS: TERMS EXPIRING IN 2006

MARK DYNE                           Mr. Dyne has served as Chairman of the Board
                                    of Directors  since 1997. Mr. Dyne currently
                                    serves as the Chief  Executive  Officer  and
                                    the  Managing  Partner of  Europlay  Capital
                                    Advisors,   LLC,  a  merchant   banking  and
                                    advisory firm. Mr. Dyne previously served as
                                    Chairman and Chief Executive Officer of Sega
                                    Gaming   Technology  Inc.  (USA),  a  gaming
                                    company,  and Chairman  and Chief  Executive
                                    Officer of Virgin Interactive  Entertainment
                                    Ltd.,  a  distributor  of computer  software
                                    programs  and video  games  based in London,
                                    England. Mr. Dyne was a founder and director
                                    of Packard Bell NEC Australia  Pty.  Ltd., a
                                    manufacturer  and  distributor  of  personal
                                    computers   through  the   Australian   mass
                                    merchant  channel,  and he was a founder and
                                    former  director of Sega Ozisoft Pty Ltd., a
                                    leading    distributor   of    entertainment
                                    software in both Australia and New Zealand.

                                    MEMBER:    GOVERNANCE COMMITTEE


                                       1
<PAGE>


COLIN DYNE                          Currently,  Mr. Dyne serves as Vice Chairman
                                    of the Board of Directors.  Mr. Dyne founded
                                    Tag-It,  Inc., one of our  subsidiaries,  in
                                    1991 with his father,  Harold Dyne. Mr. Dyne
                                    served as our President  from  inception and
                                    as our Chief Executive  Officer from 1997 to
                                    2005. Before founding Tag-It,  Inc. in 1991,
                                    Mr. Dyne worked in numerous positions within
                                    the stationery products industry,  including
                                    owning  and  operating   retail   stationery
                                    businesses    and   servicing   the   larger
                                    commercial    products    industry   through
                                    contract stationery and printing operations.

RAYMOND MUSCI                       Ray Musci has  served as a  Director  of the
                                    Company since June 2005.  From October 1999,
                                    Mr.  Musci has served as the  President  and
                                    Chief  Executive  Officer  and a director of
                                    BAM! Entertainment,  Inc., a publicly traded
                                    company   that   develops,   publishes   and
                                    distributes  entertainment software products
                                    and video games.  Mr. Musci currently serves
                                    as   a   director   of   Brilliant   Digital
                                    Entertainment,   Inc.,  a  publicly   traded
                                    corporation (OTCBB:  BDEI). From May 1990 to
                                    July   1999,   Mr.   Musci   served  as  the
                                    President,  Chief Executive Officer and as a
                                    director of Infogrames  Entertainment,  Inc.
                                    (formerly Ocean of America, Inc.), a company
                                    that  develops,  publishes  and  distributes
                                    software products. Mr. Musci also previously
                                    served as a director of Ocean International,
                                    Ltd.,  the  holding   company  of  Ocean  of
                                    America, Inc. and Ocean Software,  Ltd., and
                                    as Executive Vice President/General  Manager
                                    of Data East USA, Inc., a subsidiary of Data
                                    East Corp., a Japanese company.

                                    MEMBER:    AUDIT COMMITTEE

CLASS I DIRECTORS: TERMS EXPIRING IN 2007

JOSEPH MILLER                       Mr.  Miller  has  served  on  the  Board  of
                                    Directors  since June 2005.  Since 2003,  he
                                    has been a  Managing  Director  of  Europlay
                                    Capital  Advisors,  LLC, a merchant  banking
                                    and advisory  firm.  From 1998 to 2003,  Mr.
                                    Miller  was  a  Senior  Vice   President  at
                                    Houlihan  Lokey  Howard & Zukin,  a  leading
                                    middle-market investment bank.. From 1994 to
                                    1998,   Mr.   Miller   served  as  the  Vice
                                    President,    Corporate    Development   for
                                    Alliance     Communications     Corporation,
                                    Canada's  leading  independent  producer and
                                    distributor  of  filmed  entertainment.  Mr.
                                    Miller has  bachelor's  degree in  Economics
                                    and   Business   from  the   University   of
                                    California, Los Angeles

                                    MEMBER:    AUDIT COMMITTEE


                                       2
<PAGE>


BRENT COHEN                         Mr.   Cohen  has  served  on  the  Board  of
                                    Directors  since 1998.  Mr. Cohen has served
                                    as Chief Executive Officer and a director of
                                    Dovebid Inc.  since  August 2005.  Mr. Cohen
                                    served as President  and was a member of the
                                    Board  of  Directors   of  First   Advantage
                                    Corporation  (formed  by  the  merger  of US
                                    Search   and   First   American    Financial
                                    screening companies) in June 2003. Mr. Cohen
                                    served as Chairman  of the Board,  President
                                    and  Chief  Executive  Officer  of US Search
                                    from  February  2000 until  June 2003.  From
                                    July 1987 through  October  1998,  Mr. Cohen
                                    held  senior   management   positions   with
                                    Packard  Bell  NEC  (formerly  Packard  Bell
                                    Electronics),   including   Chief  Operating
                                    Officer,   Chief   Financial   Officer   and
                                    President--Consumer    and    International.
                                    Subsequently,  Mr. Cohen served on the board
                                    of  advisors   and   directors   of  several
                                    companies from October 1998 through  January
                                    2000.  From January  1980  through  December
                                    1982 and from January 1985 through June 1987
                                    Mr. Cohen held various management  positions
                                    in  both  the   management   consulting  and
                                    auditing  practice of Arthur Young & Company
                                    (now  Ernst  &  Young).  Mr.  Cohen  holds a
                                    Bachelor  of  Commerce  degree,  a  Graduate
                                    Diploma  in  Accounting  and an MBA from the
                                    University of Cape Town in South Africa.  He
                                    is also a chartered accountant.

                                    MEMBER:    COMPENSATION,    NOMINATING   AND
                                    GOVERNANCE COMMITTEES

KEVIN BERMEISTER                    Mr.  Bermeister  has  served on our Board of
                                    Directors since 1999. He has been a director
                                    of  Brilliant  Digital  Entertainment,  Inc.
                                    (OTCBB:  BDEI)  since  August  1996  and has
                                    served as its  President  since October 1996
                                    and as its Chief Executive Officer since the
                                    beginning  of  2001.  Mr.  Bermeister  is  a
                                    director  of  Sega  Ozisoft  Pty.  Ltd.  and
                                    previously served as its Co-Chief  Executive
                                    Officer. Mr. Bermeister is a founder of Sega
                                    Ozisoft  which  commenced  business in 1982.
                                    Mr. Bermeister also is a director of Packard
                                    Bell NEC Australia Pty. Ltd. and Jacfun Pty.
                                    Ltd.   Jacfun  owns  the   Darling   Harbour
                                    property  occupied by the Sega World  indoor
                                    theme   park  in  Sydney,   Australia.   Mr.
                                    Bermeister  has served on numerous  advisory
                                    boards,    including   Virgin    Interactive
                                    Entertainment Ltd.

                                    MEMBER:    COMPENSATION    AND    NOMINATING
                                    COMMITTEES


CLASS II DIRECTORS: TERMS EXPIRING IN 2008

STEPHEN P. FORTE                    Mr. Forte has served as our Chief  Executive
                                    Officer since October 2005. Prior to joining
                                    us Mr.  Forte  served as a principal  at the
                                    Forte  Group,  LLC, a  business  development
                                    consulting  company  founded by Mr. Forte in
                                    February of 2005, which focuses on assisting
                                    U.S.  companies expand business overseas and
                                    foreign  corporations  expand their business
                                    in the U.S.  Prior  to  founding  the  Forte
                                    Group,  Mr.  Forte  served as  President  of
                                    Ascendent   Telecommunications,    Inc.,   a
                                    premier  voice  mobility  company,  which he
                                    founded in 1999. Before launching Ascendent,
                                    Mr.  Forte  founded  Travelers  Telecom (aka
                                    Wilshire   Cellular)   in  1993,  a  leading
                                    cellular   rental   provider   and  wireless
                                    carrier for short term users and government.
                                    Mr. Forte  earned a  bachelor's  degree from
                                    the University of Southern California and an
                                    MBA from George  Washington  University.  He
                                    currently serves on the Board for the School
                                    of   Business   at  The  George   Washington
                                    University,  and  serves  as a mentor at the
                                    Marshall   School   of   Business,   at  the
                                    University of Southern California.


                                       3
<PAGE>


SUSAN WHITE                         Ms.   White  has  served  on  the  Board  of
                                    Directors  since  June 2005.  Ms.  White has
                                    served  as  Chief   Executive   Officer  and
                                    President of Brand Identity Solutions,  LLC,
                                    a   branding,    marketing   and   licensing
                                    consulting  company,  since 1984.  Ms. White
                                    has also served as Chief  Executive  Officer
                                    and   President  of   Whitespeed,   LLC,  an
                                    Internet  design,   branding  and  marketing
                                    company,   since   2000.   Ms.   White  also
                                    previously  served as Director of  Marketing
                                    and  Advertising  Worldwide for Warnaco from
                                    November 1997 through August 1999. Ms. White
                                    received a BA from Bay State College.


JONATHAN BURSTEIN                   Mr.   Burstein   has   served  as  our  Vice
                                    President of  Operations  since 1999 and has
                                    served on our Board of Directors since 1999.
                                    During this  period,  Mr.  Burstein has been
                                    responsible   for   many  of  the   internal
                                    operations   of   the   Company,   including
                                    logistics,   purchasing   and  managing  key
                                    customer  relationships.   From  1987  until
                                    1999, Mr. Burstein has been  responsible for
                                    managing   many  of  our  largest   customer
                                    accounts.  Mr.  Burstein  has  served as our
                                    Secretary beginning November 2004.



OTHER EXECUTIVE OFFICERS

LONNIE D. SCHNELL                   Mr.  Schnell  joined the  Company in January
                                    2006 as our  Chief  Financial  Officer.  Mr.
                                    Schnell  served as Vice President of Finance
                                    for   Capstone   Turbine   Corporation,    a
                                    manufacturer   of   micro-turbine   electric
                                    generators  from 2004 until 2005.  From 2002
                                    to  2004  Mr.   Schnell   served   as  Chief
                                    Financial  Officer  of  EMSource,   LLC,  an
                                    electronic  manufacturing  service  company.
                                    Prior  to  EMSource,  in 2002,  Mr.  Schnell
                                    served as Chief Financial Officer of Vintage
                                    Capital Group,  a private equity  investment
                                    firm.  From 1999 through 2002,  Mr.  Schnell
                                    served  as  Chief   Financial   Officer   of
                                    Need2Buy,    Inc.   a   business-to-business
                                    internet    marketplace    for    electronic
                                    components.  Mr.  Schnell has  completed  an
                                    executive  MBA  program  with  the  Stanford
                                    University Executive  Institute,  and earned
                                    his  Bachelor  of Science in  Accounting  at
                                    Christian Brothers  University.  Mr. Schnell
                                    is  a  Certified   Public   Accountant  with
                                    experience in the  international  accounting
                                    firm of Ernst & Young LLP.

WOUTER VAN BIENE                    Mr. van Biene  joined  the  Company in March
                                    2006 as our Chief Operating  Officer.  Prior
                                    to  joining  us,  Mr.  van  Biene  served as
                                    Senior  Vice   President  -  Operations  for
                                    Ascendent    Telecommunications    Inc.,   a
                                    provider   of   mobile    telecommunications
                                    solutions,  from 2002 through February 2006.
                                    Prior to  joining  Ascendent,  Mr. van Biene
                                    served  from 2001 to 2002 as CFO of AbraComm
                                    Inc., a private,  high tech start up company
                                    in the  telecommunications  arena,  and from
                                    2000 to 2001 as Vice President of Operations
                                    of    CentreCom,     another    high    tech
                                    telecommunications   firm.  Earlier  in  his
                                    career,  Mr.  van  Biene  served  as  CIO of
                                    UStel, Inc, a regional Long Distance Carrier
                                    and as Founder/CFO of Consortium  2000, Inc.
                                    a telecommunications marketing organization.
                                    Prior to that,  Mr. van Biene  held  several
                                    executive  positions  over  a  fourteen-year
                                    time span at American Medical International,
                                    Inc. Mr. van Biene holds a Masters degree in
                                    Economics and Business  Administration  from
                                    the   University   of   Amsterdam   in   the
                                    Netherlands.


                                       4
<PAGE>



AUDIT COMMITTEE; AUDIT COMMITTEE FINANCIAL EXPERT

We currently have a separately  designated standing Audit Committee  established
in  accordance  with  Section  3(a)(58)(A)  of the  Exchange  Act.  The role and
responsibilities  of the audit  committee  are set  forth in a  written  charter
adopted by the Board and approved by the committee. The audit committee approves
the engagement of the independent registered public accounting firm, reviews the
scope  of the  audit  to be  conducted  by  the  independent  registered  public
accounting  firm and meets  quarterly  with the  independent  registered  public
accounting  firm and our Chief Financial  Officer to review matters  relating to
our financial  statements,  our accounting principles and our system of internal
accounting  controls.  The audit committee reports its recommendations as to the
approval  of our  financial  statements  to the  Board of  Directors.  All audit
committee members are independent  directors as defined in the listing standards
of the American Stock Exchange ("AMEX").

The Audit  Committee  currently  consists of Messrs.  Musci and Miller.  Messrs.
Musci and Miller both meet the AMEX financial  knowledge  requirements,  and the
Board of  Directors  has  further  determined  that Mr.  Musci  (i) is an "audit
committee  financial  experts"  as  such  term is  defined  in  Item  401(h)  of
Regulation  S-K  promulgated  by the SEC and (ii)  meets  the AMEX  professional
experience  requirements.  We are  currently  not in  compliance  with  the AMEX
listing  requirement  that we  maintain  an audit  committee  of at least  three
independent board members.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the  Securities  Exchange Act of 1934  requires our  executive
officers,  directors,  and persons who own more than ten percent of a registered
class of our equity  securities  to file  reports of  ownership  and  changes in
ownership  with the  Securities  and Exchange  Commission.  Executive  officers,
directors and  greater-than-ten  percent stockholders are required by Securities
and  Exchange  Commission  regulations  to furnish the Company  with all Section
16(a)  forms  they file.  Based  solely on its review of the copies of the forms
received by it and written  representations  from certain reporting persons that
they have  complied  with the relevant  filing  requirements,  we believe  that,
during  the  year  ended  December  31,  2005,  all of the  Company's  executive
officers,  directors and greater-than-ten percent stockholders complied with all
Section 16(a) filing requirements.

CODE OF ETHICS.

We  have  adopted  a Code of  Ethical  Conduct  that  applies  to our  principal
executive officer,  principal financial officer, principal accounting officer or
controller,  or persons performing  similar  functions,  as well as to our other
employees and  directors  generally.  A copy of our Code of Ethical  Conduct was
filed as an exhibit to our Annual Report on Form 10-K.


                                       5
<PAGE>



ITEM 11.      EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE.

The following  table sets forth, as to the Chief  Executive  Officer,  and as to
each of the other most highly compensated  officers whose compensation  exceeded
$100,000  during  the  last  fiscal  year  (the  "Named  Executive   Officers"),
information  concerning all compensation paid for services to the Company in all
capacities for each of the three years ended December 31 indicated below.

<TABLE>
<CAPTION>
                                                                                    LONG-TERM
                                                                                  COMPENSATION
                                                                                  ------------
                                                                  ANNUAL           NUMBER OF
                                            FISCAL YEAR        COMPENSATION        SECURITIES
NAME AND                                       ENDED      ---------------------    UNDERLYING
PRINCIPAL POSITION                          DECEMBER 31   SALARY ($)  OTHER ($)     OPTIONS
-----------------------------------------   -----------   ---------   ---------   ------------
<S>                                            <C>         <C>         <C>            <C>
Stephen P. Forte (2)....................       2005         38,250        (1)            --
     Chief Executive Officer

August DeLuca (3).......................       2005        166,385        (1)          35,000
     Former Chief Financial Officer

Colin Dyne (4)..........................       2005        556,309     73,097(5)         --
     Vice Chairman of Board of Directors       2004        450,594        (1)            --
       (former Chief Executive Officer)        2003        452,397        (1)         100,000

Jonathan Burstein.......................       2005        239,950        (1)            --
     Executive Vice President of               2004        244,950        (1)            --
       Operations and Director                 2003        246,079        (1)          35,000
</TABLE>


(1)  Certain  of the named  executive  officers  receive  personal  benefits  in
     addition to salary and cash bonuses, including car allowances and expenses.
     The aggregate  amount of such personal  benefits does not exceed the lesser
     of $50,000 or 10% of the total  annual  salary and bonus  reported  for the
     officer.
(2)  Mr. Forte was appointed Chief Executive  Officer on October 21, 2005. Prior
     to joining us as CEO, Mr. Forte was paid certain fees as a consultant  (see
     "Item 13. Certain Relationships and Related Transactions").
(3)  Mr.  DeLuca  was  appointed  Chief  Financial  Officer on April 1, 2005 and
     resigned  on January  20,  2006.
(4)  Mr. Dyne served as Chief Executive Officer from 1997 to October 21, 2005.
(5)  Comprised of car allowances of $24,000; life insurance premiums of $35,000;
     and other personal expenses.

OPTION GRANTS IN FISCAL 2005.

The following table sets forth certain information  regarding the grant of stock
options made during fiscal 2005 to the Named Executive Officers.

<TABLE>
<CAPTION>
                                     PERCENT OF
                                       TOTAL                                      POTENTIAL
                        NUMBER OF     OPTIONS                                  REALIZABLE VALUE
                       SECURITIES    GRANTED TO                                   AT ASSUMED
                       UNDERLYING    EMPLOYEES     EXERCISE                  RATE OF STOCK PRICE
                         OPTIONS     IN FISCAL     OR BASE     EXPIRATION      APPRECIATION FOR
NAME                     GRANTED       YEAR(1)     PRICE(2)       DATE          OPTION TERM(3)
----                   -----------   ----------    --------   -----------    --------------------
                                                                                5%           10%
                                                                                --           ---
<S>                      <C>             <C>        <C>        <C>           <C>          <C>
August DeLuca.......     35,000 (4)      15%        $5.00      2/14/2015     $110,057     $278,905
</TABLE>


                                       6
<PAGE>


         (1)      Options  covering an aggregate of 235,000  shares were granted
                  to employees during fiscal 2005.

         (2)      The exercise price and tax withholding  obligations related to
                  exercise  may be paid by  delivery  of already  owned  shares,
                  subject to certain conditions.

         (3)      The potential realizable value is based on the assumption that
                  the  common  stock   appreciates  at  the  annual  rate  shown
                  (compounded  annually)  from  the  date  of  grant  until  the
                  expiration of the option term.  These  amounts are  calculated
                  pursuant  to  applicable  requirements  of the  SEC and do not
                  represent a forecast of the future  appreciation of the common
                  stock.

         (4)      Mr.  DeLuca  resigned from the Company  effective  January 20,
                  2006. All unexercised options held by Mr. DeLuca terminated 30
                  days following the date of his resignation.

AGGREGATED  OPTION  EXERCISES  IN LAST  FISCAL YEAR AND FISCAL  YEAR-END  OPTION
VALUES.

The  following  table  sets  forth,  for each of the Named  Executive  Officers,
certain  information  regarding the number of shares of common stock  underlying
stock  options  held at fiscal  year-end and the value of options held at fiscal
year-end based upon the last reported  sales price of the underlying  securities
on the American Stock Exchange  ($0.36 per share) on December 30, 2005, the last
trading day in 2005.

<TABLE>
<CAPTION>
                                                             NUMBER OF
                                                       SECURITIES UNDERLYING          VALUE OF UNEXERCISED
                             SHARES                     UNEXERCISED OPTIONS           IN-THE-MONEY OPTIONS
                            ACQUIRED                    AT DECEMBER 31, 2005          AT DECEMBER 31, 2005
                               ON         VALUE      ---------------------------   ---------------------------
         NAME               EXERCISE     REALIZED    EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
-------------------------   --------     --------    -----------   -------------   -----------   -------------
<S>                            <C>          <C>        <C>            <C>               <C>            <C>
Stephen P. Forte.........      --           --            --            --              --             --
August DeLuca (1)........      --           --          8,750         26,250            --             --
Colin Dyne ..............      --           --         535,000          --              --             --
Jonathan Burstein........      --           --         175,000          --              --             --
</TABLE>

(1)       Mr. DeLuca resigned from the Company  effective  January 20, 2006. All
          unexercised  options held by Mr. DeLuca  terminated 30 days  following
          the date of his resignation.

DIRECTOR COMPENSATION.

We currently pay nonemployee  directors $1,500 for their personal  attendance at
any meeting of the Board of Directors and $500 for  attendance at any telephonic
meeting of the Board of  Directors or at any meeting of a committee of the Board
of Directors.  We also pay non-employee directors an annual fee of $25,000 and a
committee  fee of  $10,000.  Non-employee  directors,  Mr. Mark Dyne and Messrs.
Bermeister, Cohen and Katz, each received an option to purchase 25,000 shares of
our common  stock in March 2005.  Ms. White and Messrs.  Miller and Musci,  each
received an option to  purchase  30,000  shares of our common  stock in December
2005. We also reimburse  directors for their reasonable travel expenses incurred
in attending  board or committee  meetings and pay  nonemployee  directors a per
diem for board services.

EMPLOYMENT CONTRACTS.

During fiscal year 2005, we did not have  employment  agreements with any of the
Named Executive Officers. In 2006, we have entered into the following employment
agreements with our executive officers.

On March 16,  2006,  we entered  into an  Executive  Employment  Agreement  with
Stephen  Forte,  pursuant  to which Mr.  Forte  serves  as our  Chief  Executive
Officer.  This employment  agreement has a term  continuing  though December 31,
2008,  which may be extended to December 31, 2009.  Pursuant to this  agreement,
Mr.  Forte will  receive an annual base salary of $275,000 for 2006 and $325,000
for each  subsequent  year of the term and will be entitled to receive an annual
incentive  bonus based upon our earnings before interest and taxes. In the event
that prior to the end of the term,  Mr.  Forte's  employment is terminated by us
"without  cause" (as defined in the  agreement),  by Mr. Forte for "good reason"
(as defined in the agreement) or due to Mr.  Forte's death or  disability,  then
Mr. Forte or his estate will be entitled to receive,  in addition to all accrued
salary,  (i)  severance  payments  equal  to Mr.  Forte's  base  salary  for the
remaining term of the agreement or, in the case of death or disability,  through
December 31, 2008,  (ii) a pro rated portion of the annual  incentive  bonus for
the year


                                       7
<PAGE>


in which the  termination  occurred,  (iii) full  acceleration of vesting of the
options  issued  to Mr.  Forte  pursuant  to the  agreement  and (iv)  continued
healthcare  coverage for Mr. Forte and his  dependents for the remaining term of
the agreement.  In connection with the employment agreement and as an inducement
to  employment,  we previously  granted Mr. Forte an option to purchase  900,000
shares  of our  common  stock,  which  vests  over a period of three  years.  In
addition, in lieu of $50,000 in cash compensation,  we granted Mr. Forte 135,135
shares of common stock and an option to purchase  135,135 shares of common stock
that vests in full on October 24, 2006.  All of these  options will vest in full
upon a change of  control  of our  company or upon  termination  of Mr.  Forte's
employment without cause, for good reason or due to his death or disability.

On March 16, 2006,  we entered into an  employment  offer letter with Wouter van
Biene,  pursuant to which Mr. van Biene serves as our Chief Operating Officer on
an "at-will" basis. Pursuant to this offer letter, Mr. van Biene will receive an
annual  base  salary of  $225,000  and will be  eligible  to  receive  an annual
incentive  bonus based upon our earnings before interest and taxes. In the event
that Mr. van Biene's  employment is terminated by us without "cause" (as defined
in the  agreement) or due to Mr. van Biene's death or  disability,  then Mr. van
Biene or his estate will be entitled to receive as severance, in addition to all
accrued salary,  (i) salary  continuation and continuation of coverage under our
group health plan for a period of six months if the  termination  occurs  during
the first  year of  employment,  a period of  twelve  months if the  termination
occurs during the second year of  employment  or a period of eighteen  months if
the  termination  occurs  after the second year of  employment,  and (ii) twelve
months  acceleration of vesting of all outstanding  options.  In connection with
the offer letter and as an inducement to employment,  we previously  granted Mr.
van Biene an option to purchase 325,000 shares of our common stock,  which vests
over a period of three years.  Upon a change of control of our  company,  50% of
Mr. van  Biene's  then-outstanding  unvested  stock  options  shall vest and the
remaining  unvested  options shall vest in full if Mr. van Biene is  terminated,
his position or base pay is reduced or he is required to relocate  within twelve
months following the change of control.

On March 16,  2006,  we entered  into an  employment  offer  letter  with Lonnie
Schnell,  pursuant to which Mr. Schnell serves as our Chief Financial Officer on
an "at-will" basis.  Pursuant to this offer letter,  Mr. Schnell will receive an
annual  base  salary of  $185,000  and will be  eligible  to  receive  an annual
incentive  bonus based upon our earnings before interest and taxes. In the event
that Mr. Schnell's employment is terminated by us without "cause" (as defined in
the agreement) or due to Mr. Schnell's death or disability,  then Mr. Schnell or
his estate will be entitled to receive as severance,  in addition to all accrued
salary,  (i) salary  continuation  and  continuation of coverage under our group
health  plan for a period of six  months  and (ii) six  months  acceleration  of
vesting of all outstanding  options.  In connection with the offer letter and as
an inducement to  employment,  we  previously  granted Mr.  Schnell an option to
purchase  400,000 shares of our common stock,  which vests over a period of four
years.  Upon  a  change  of  control  of  our  company,  50%  of  Mr.  Schnell's
then-outstanding  unvested  stock options shall vest and the remaining  unvested
options shall vest in full if Mr.  Schnell is  terminated,  his position or base
pay is reduced or he is required to relocate  within six months before or twelve
months following the change of control.

On March 16, 2006,  we entered  into an  employment  offer letter with  Jonathan
Burstein, pursuant to which Mr. Burstein will continue to serve as our Executive
Vice  President  of  Operations  on an "at-will"  basis.  Pursuant to this offer
letter, Mr. Burstein will receive an annual base salary of $240,000 for 2006 and
of  $300,000  beginning  on January 1, 2007,  and will be eligible to receive an
annual  incentive  bonus  based upon our  earnings  before  interest  and taxes.
Additionally,  on or before December 31, 2006, we agreed to pay to Mr. Burstein,
at our option,  either: (i) $60,000 in cash or (ii) 162,162 shares of our common
stock and an option to purchase  162,162 shares of common stock with an exercise
price  equal to the fair  market  value on the date of grant and  which  options
shall  vest in full on  December  31,  2006.  In the event  that Mr.  Burstein's
employment is terminated by us without  "cause" (as defined in the agreement) or
due to Mr. Burstein's death or disability,  then Mr. Burstein or his estate will
be entitled  to receive,  in  addition  to all  accrued  salary,  (i)  severance
payments  equal  to  eighteen  months'  base  salary,  payable  in  six  monthly
installments,  (ii)  continuation  of coverage under our group health plan for a
period of eighteen months and (iii) twelve months acceleration of vesting of all
outstanding  options. In connection with the offer letter, we previously granted
Mr.  Burstein an option to purchase  425,000  shares of our common stock,  which
vests over a period of three years. Upon a change of control of our company, 50%
of Mr.  Burstein's  then-outstanding  unvested  stock options shall vest and the
remaining unvested options shall vest


                                       8
<PAGE>


in full if Mr. Burstein is terminated, his position or base pay is reduced or he
is required to relocate within twelve months following the change of control.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.

As of December 31, 2005,  we were  indebted to Monto  Holdings  Pty. Ltd. in the
aggregate amount of $60,919, plus accrued interest of $99,398. Kevin Bermeister,
a member  of the  compensation  committee  of our Board of  Directors,  holds an
equity  interest in Monto  Holdings Pty. Ltd. The loans from Monto Holdings Pty.
Ltd.  are all  evidenced  by  promissory  notes and are due and  payable  on the
fifteenth  day  following  the date on which the holder of the  promissory  note
makes written demand for payment.

No current  executive officer of the Company has served as a member of the board
of directors or  compensation  committee of any entity for which a member of our
Board of Directors or Compensation Committee has served as an executive officer.

STOCK INCENTIVE PLAN.

The Company adopted the Tag-It  Pacific,  Inc. 1997 Stock Plan (the "1997 Plan")
in October  1997.  The  purpose of the 1997 Plan is to  provide  incentives  and
rewards to selected eligible directors,  officers,  employees and consultants of
the  Company  or its  subsidiaries  in  order  to  assist  the  Company  and its
subsidiaries in attracting,  retaining and motivating those persons by providing
for or increasing the proprietary interests of those persons in the Company, and
by  associating  their  interests  in the  Company  with those of the  Company's
stockholders.  Currently,  the maximum number of shares of common stock that may
be issued  pursuant to awards granted under the 1997 Plan is 2,577,500,  subject
to certain  adjustments to prevent dilution.  Any shares of common stock subject
to an award which for any reason  expires or  terminates  unexercised  are again
available for issuance under the 1997 Plan.

The 1997 Plan authorizes its administrator to enter into any type of arrangement
with an eligible  participant that, by its terms,  involves or might involve the
issuance  of (1) shares of common  stock,  (2) an option,  warrant,  convertible
security,  stock  appreciation  right  or  similar  right  with an  exercise  or
conversion  privilege at a price related to the common  stock,  or (3) any other
security or benefit with a value derived from the value of the common stock. Any
stock  option  granted may be an incentive  stock  option  within the meaning of
Section 422 of the Internal  Revenue Code of 1986,  as amended (the "Code") or a
nonqualified  stock  option.  The 1997 Plan  currently  is  administered  by the
Compensation Committee of the Board of Directors of the Company.  Subject to the
provisions of the 1997 Plan, the Compensation Committee will have full and final
authority to select the  executives  and other  employees to whom awards will be
granted  thereunder,  to  grant  the  awards  and to  determine  the  terms  and
conditions of the awards and the number of shares to be issued pursuant thereto.
No participant  may receive awards  representing  more than 25% of the aggregate
number of shares of common stock that may be issued pursuant to all awards under
the 1997 Plan.

As of December 31, 2005, 1,244,500 shares of common stock remained available for
grant of awards to eligible participants under the 1997 Plan.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
              RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

         The following  table sets forth certain  information as of December 31,
2005 regarding  equity  compensation  plans (including  individual  compensation
arrangements) under which our equity securities are authorized for issuance:


                                       9
<PAGE>


<TABLE>
<CAPTION>
                                                                                     NUMBER OF SECURITIES
                                   NUMBER OF SECURITIES TO     WEIGHTED-AVERAGE      REMAINING AVAILABLE
                                   BE ISSUED UPON EXERCISE    EXERCISE PRICE OF      FOR FUTURE ISSUANCE
                                   OF OUTSTANDING OPTIONS,   OUTSTANDING OPTIONS,        UNDER EQUITY
                                     WARRANTS AND RIGHTS     WARRANTS AND RIGHTS      COMPENSATION PLANS
                                   -----------------------   --------------------   ---------------------
<S>                                       <C>                       <C>                 <C>
Equity compensation plans
approved by security holders.....         1,833,000                 $3.46               1,244,500

Equity compensation plans not
approved by security holders.....         1,377,147                 $4.36                       -
                                   -----------------------   --------------------   ---------------------

   Total.........................         3,210,147                 $3.92               1,244,500
                                   =======================   ====================   =====================
</TABLE>


         Warrants issued pursuant to equity  compensation  plans not approved by
security holders are summarized as follows:

         o        172,500  warrants issued for services in 2003, are exercisable
                  at $5.06 per share and expire in May 2008.

         o        30,000  warrants  issued for services in 2004, are exercisable
                  at $4.29 per share and expire in July 2007.

         o        102,741   warrants  issued  in  conjunction   with  a  private
                  placement  transaction in 2004,  are  exercisable at $3.65 per
                  share and expire in November 2009.

         o        215,754  warrants issued for services in 2004, are exercisable
                  at $3.65 per share and expire in November 2009.

         o        572,818  warrants issued for services in 2003, are exercisable
                  at $4.74 per share and expire in December 2008.

         o        66,667 warrants issued in conjunction  with private  placement
                  transaction  in 2001 and 2002,  are  exercisable  at $4.34 per
                  share and expired in March 2006.

         o        66,667 warrants issued in conjunction  with private  placement
                  transaction  in 2001 and 2002,  are  exercisable  at $4.73 per
                  share and expired in March 2006.

         o        150,000 warrants issued in conjunction with private  placement
                  transaction  in 2001 and 2002,  are  exercisable  at $3.50 per
                  share and expire at various date through February 2007.

         Each of the above plans provides that the number of shares with respect
to which options and warrants may be granted, and the number of shares of Common
Stock  subject to an  outstanding  option or warrant,  shall be  proportionately
adjusted in the event of a subdivision or consolidation of shares or the payment
of a stock dividend on Common Stock.

BENEFICIAL OWNERSHIP TABLE

The following table presents  information  regarding the beneficial ownership of
our common stock as of April 4, 2006:

         o        each person who is known to us to be the  beneficial  owner of
                  more than 5% of our outstanding common stock;

         o        each of our directors;

         o        each of our executive officers; and

         o        all of our directors and executive officers as a group

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission that deem shares to be beneficially owned by
any person who has or shares  voting or  investment  power with  respect to such
shares.  Shares of common stock under warrants or options currently  exercisable
or  exercisable  within  60 days of the  date of  this  information  are  deemed
outstanding  for purposes of computing  the  percentage  ownership of the person
holding such  warrants or options but are not deemed  outstanding  for computing
the  percentage  ownership of any other person.  As a result,  the percentage of
outstanding  shares of any person as shown in this  table  does not  necessarily
reflect the person's actual ownership or voting power with respect to the number
of  shares  of  common  stock  actually  outstanding  at April 4,  2006.  Unless
otherwise  indicated,  the persons named in this table have sole voting and sole
investment power with respect to all shares shown as beneficially


                                       10
<PAGE>


owned, subject to community property laws where applicable. As of April 4, 2006,
we had 18,241,845 shares of common stock issued and outstanding.

The address of each person listed is in our care,  at 21900  Burbank  Boulevard,
Suite 270, Woodland Hills,  California  91367,  unless otherwise set forth below
such person's name.

                                                        NUMBER OF       PERCENT
NAME OF BENEFICIAL OWNER                                  SHARES       OF CLASS
--------------------------------------------           -----------     --------
DIRECTORS:
Mark Dyne (1)...............................              1,252,112        6.7%
Colin Dyne (2)..............................              1,229,580        6.5%
Jonathan Burstein (3).......................                313,788        1.7%
Kevin Bermeister (4)........................                247,117        1.3%
Stephen P. Forte ...........................                170,652           *
Brent Cohen (5).............................                 95,000           *
Raymond Musci (6)...........................                 30,000           *
Joseph M. Miller (6)........................                 30,000           *
Susan White (6) ............................                 30,000           *
Wouter van Biene............................                  1,000           *
Lonnie D. Schnell ..........................                      0          --

Directors and executive officers as a group
  (11 persons) (10) ........................              3,399,249       17.2%

5% HOLDERS:
Todd Kay....................................              1,003,500        5.5%
  3151 East Washington Blvd.
  Los Angeles, CA  90023
Harris Toibb(7).............................              1,501,398        8.0%
  307 21st Street
  Santa Monica, CA  90402
The Pinnacle Fund, L.P. (8)(9)..............              1,095,890        5.7%
  4965 Preston Park Blvd., Suite 240
  Plano, Texas 75093

* Less than one percent.

(1)      Includes  293,000  shares of common stock  reserved  for issuance  upon
         exercise  of stock  options  which are  currently  exercisable,  83,334
         shares of common stock  reserved for issuance upon exercise of warrants
         which are  currently  exercisable  and 111,111  shares of common  stock
         reserved  for  issuance  upon  conversion  of debt  which is  currently
         convertible.

(2)      Includes  535,000  shares of common stock  reserved  for issuance  upon
         exercise of stock options which are currently exercisable.

(3)      Includes  175,000  shares of common stock  reserved  for issuance  upon
         exercise of stock options which are currently exercisable.

(4)      Includes  90,000  shares of common stock  reserved  for  issuance  upon
         exercise of stock options which are currently exercisable.

(5)      Consists of 95,000  shares of common stock  reserved for issuance  upon
         exercise of stock options which are currently exercisable.

(6)      Consists of 30,000  shares of common stock  reserved for issuance  upon
         the exercise of the stock options which are currently exercisable.

(7)      Includes  333,332  shares of common stock  reserved  for issuance  upon
         exercise of warrants which are currently exercisable.

(8)      Includes  1,095,890  shares of common stock  reserved for issuance upon
         conversion  of  convertible   promissory   notes  which  are  currently
         convertible.

(9)      Pursuant to the terms of convertible promissory notes and warrants held
         by The Pinnacle  Fund,  L.P.,  the maximum number of shares that may be
         acquired  by the  stockholder  upon  any  exercise  of its  warrant  or
         conversion of its promissory note is limited to the extent necessary to
         ensure that,  following  such  exercise,  the total number of shares of
         common  stock  then  beneficially  owned  by the  stockholder  and  its
         affiliates and any


                                       11
<PAGE>


         other  persons  whose  beneficial  ownership  of common  stock would be
         aggregated  with the selling  stockholder for purposes of Section 13(d)
         of the  Exchange  Act,  does not  exceed  9.99% of the total  number of
         issued and outstanding shares of our common stock then outstanding. The
         shares of common stock and percentage ownership listed in this table do
         not reflect these contractual limitations on such stockholders' ability
         to acquire  common shares upon exercise of its warrant or conversion of
         its promissory  note.

(10)     Includes  1,278,000  shares of common stock  reserved for issuance upon
         exercise of stock options  which  currently  are  exercisable,  111,111
         shares of common stock  reserved for issuance  upon  conversion of debt
         which is  currently  convertible  and  83,334  shares of  common  stock
         reserved for issuance  upon  exercise of warrants  which  currently are
         exercisable.

The information as to shares beneficially owned has been individually  furnished
by the respective directors, named executive officers, and other stockholders of
the company,  or taken from  documents  filed with the  Securities  and Exchange
Commission.

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In June 2005, we entered into a consulting  agreement  with Forte Group,  LLC, a
consulting  company  of  which  Mr.  Forte is an owner  and  executive  officer,
pursuant to which Mr. Forte provided business development services to us. During
2005, we have paid approximately  $121,000 in consulting fees to the Forte Group
pursuant to this consulting agreement.

Todd Kay is a director and  significant  shareholder  of Tarrant  Apparel  Group
("Tarrant"),  and Mr. Kay holds more than 5% of our common  stock.  We had total
sales to  Tarrant  for the year  ended  December  31,  2005 of  $574,000.  As of
December 31, 2005, accounts receivable, related party included $560,000 due from
Tarrant.

Included  in due from  related  parties at  December  31,  2005 is  $655,000  of
unsecured  notes,  advances and accrued  interest  receivable from Colin Dyne, a
director,  significant  stockholder and former  officer.  The notes and advances
bear interest at 0%, 8.5% and prime and, together with accrued interest, are due
on demand.

Demand notes payable to related  parties at December 31, 2005 included  $580,000
in notes and advances from Mark Dyne, a director of the Company. In addition, as
of December  31,  2005,  we were  indebted to Monto  Holdings  Pty.  Ltd. in the
approximate amount of $60,900,  plus accrued interest of approximately  $99,400.
Mark Dyne, our Chairman,  holds a significant  equity interest in Monto Holdings
Pty. Ltd. Kevin Bermeister,  a member of the compensation committee of our Board
of  Directors,  holds an equity  interest in Monto  Holdings Pty. Ltd. The loans
from Monto Holdings Pty. Ltd. are all evidenced by promissory  notes and are due
and payable on the  fifteenth  day following the date on which the holder of the
promissory  note makes written  demand for payment.  As of December 31, 2005, we
were also indebted to Harold Dyne estate in the approximate amount of $24,200.

We paid  consulting  fees paid to  Diversified  Investments,  a company owned by
Audrey  Dyne,  mother of Colin Dyne and Mark Dyne,  amounted  to $150,000 in the
year ended  December 31, 2005.

We paid  $24,000 in  consulting  fees for services  provided by Brent  Cohen,  a
director;  and $21,000 in fees paid to Ray Musci, a director.  These  consulting
fees were  compensation for additional  board  activities  during the year ended
December 31, 2005.


ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES

SERVICES PROVIDED BY THE INDEPENDENT AUDITORS.

The  audit   committee  of  our  Board  of  Directors  is  responsible  for  the
appointment,   compensation,   retention  and  oversight  of  the  work  of  the
independent auditors.

On December 16, 2005, we engaged Singer Lewak Greenbaum & Goldstein LLP ("SLGG")
as our independent registered public


                                       12
<PAGE>


accounting firm. BDO Seidman, LLP ("BDO"),  served as our principal  independent
public accounting firm for the year ended December 31, 2004. BDO resigned as the
Company's  independent  public  accounting  firm on  November  22, 2005 upon its
completed  review of information to be included in our Form 10-Q for the quarter
ended September 30, 2005.

AUDIT FEES - The aggregate fees billed by our independent  registered accounting
firms for professional  services  rendered for the audit of our annual financial
statements and review of our financial  statements included in our Forms 10-Q or
services that are normally  provided in connection with statutory and regulatory
filings, were $181,200 for fiscal year 2004 and $506,600 for fiscal year 2005.

AUDIT-RELATED  FEES - The aggregate  fees billed by our  independent  registered
accounting  firms for professional  services  rendered for assurance and related
services  reasonably  related to the  performance  of the audit or review of our
financial  statements  (other than those  reported  above) was $5,000 for fiscal
year 2004 and none for fiscal year 2005.

TAX FEES - The aggregate fees billed by our  independent  registered  accounting
firms for professional services rendered for tax compliance,  tax advice and tax
planning were $43,100 and $900 for fiscal years 2004 and 2005, respectively.

ALL  OTHER  FEES - There  were  no fees  billed  by our  independent  registered
accounting  firms for services  rendered to the Company  other than the services
described above under "Audit Fees," "Audit-Related Fees" and "Tax Fees."

The audit committee  approved all of the foregoing  services provided by BDO and
SLGG.

POLICY REGARDING PRE-APPROVAL OF SERVICES PROVIDED BY THE INDEPENDENT AUDITORS.

The audit committee has established a general policy requiring it's pre-approval
of all  audit  services  and  permissible  non-audit  services  provided  by the
independent  auditors,  along with the associated fees for those  services.  For
both types of pre-approval,  the audit committee considers whether the provision
of  a  non-audit   service  is  consistent  with  the  SEC's  rules  on  auditor
independence,  including  whether  provision  of the service (i) would  create a
mutual or conflicting interest between the independent auditors and the Company,
(ii) would place the  independent  auditors in the  position of auditing its own
work,  (iii)  would  result in the  independent  auditors  acting in the role of
management or as an employee of the Company, or (iv) would place the independent
auditors in a position of acting as an advocate for the  Company.  Additionally,
the  audit  committee  considers  whether  the  independent  auditors  are  best
positioned  and qualified to provide the most  effective and efficient  service,
based  on  factors  such  as the  independent  auditors'  familiarity  with  our
business,  personnel,  systems or risk  profile  and  whether  provision  of the
service by the  independent  auditors  would  enhance  our  ability to manage or
control risk or improve audit quality or would otherwise be beneficial to us.

                                     PART IV

ITEM 15.      EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         (a)      FINANCIAL STATEMENTS AND SCHEDULES. (Previously filed with the
                  Original Filing.)


         (b)      Exhibits:

                  See  Exhibit  Index  attached  to this  Annual  Report on Form
                  10-K/A.


                                       13
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                         TAG-IT PACIFIC, INC.

                                         /S/ LONNIE D. SCHNELL
                                         --------------------------------
                                         By:      Lonnie D. Schnell
                                         Its:     Chief Financial Officer


                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.

SIGNATURE                          TITLE                          DATE
---------                          -----                          ----
     *                             Chairman of the Board          April 28, 2006
----------------------------       of Directors
Mark Dyne

     *                             Chief Executive Officer        April 28, 2006
----------------------------       (Principal Executive
Stephen P. Forte                   Officer)and Director

/S/ LONNIE D. SCHNELL              Chief Financial Officer        April 28, 2006
----------------------------       (Principal Accounting and
Lonnie D. Schnell                  Financial Officer)

     *                             Director                       April 28, 2006
----------------------------
Kevin Bermeister

     *                             Director                       April 28, 2006
----------------------------
Colin Dyne

     *                             Director, Vice President       April 28, 2006
----------------------------       of Operations and Secretary
Jonathan Burstein

     *                             Director                       April 28, 2006
----------------------------
Brent Cohen

     *                             Director                       April 28, 2006
----------------------------
Susan White

     *                             Director                       April 28, 2006
----------------------------
Raymond Musci

     *                             Director                       April 28, 2006
----------------------------
Joseph Miller




         * By: /S/ LONNIE D. SCHNELL
               -----------------------------------
               Lonnie D. Schnell, Attorney-in-fact


                                       14
<PAGE>


                                  EXHIBIT INDEX

EXHIBIT
NUMBER         EXHIBIT DESCRIPTION
-------        -------------------

3.1            Certificate  of  Incorporation  of  Registrant.  Incorporated  by
               reference  to Exhibit 3.1 to Form SB-2 filed on October 21, 1997,
               and the amendments thereto.

3.2            Bylaws of Registrant. Incorporated by reference to Exhibit 3.2 to
               Form SB-2 filed on October 21, 1997, and the amendments thereto.

3.3            Certificate of Designation of Rights,  Preferences and Privileges
               of Series A Preferred Stock. Incorporated by reference to Exhibit
               A to the Rights  Agreement filed as Exhibit 4.1 to Current Report
               on Form 8-K filed as of November 4, 1998.

3.4            Certificate  of  Amendment of  Certificate  of  Incorporation  of
               Registrant.  Incorporated  by  reference to Exhibit 3.4 to Annual
               Report on Form 10-KSB, filed March 28, 2000.

4.1            Specimen  Stock   Certificate  of  Common  Stock  of  Registrant.
               Incorporated  by  reference  to Exhibit  4.1to Form SB-2 filed on
               October 21, 1997, and the amendments thereto.

4.2            Rights  Agreement,   dated  as  of  November  4,  1998,   between
               Registrant  and  American  Stock  Transfer  and Trust  Company as
               Rights Agent. Incorporated by reference to Exhibit 4.1 to Current
               Report on Form 8-K filed as of November 4, 1998.

4.3            Form of Rights Certificate.  Incorporated by reference to Exhibit
               B to the Rights  Agreement filed as Exhibit 4.1 to Current Report
               on Form 8-K filed as of November 4, 1998.

10.1           Form of Indemnification  Agreement.  Incorporated by reference to
               Exhibit  10.1to  Form SB-2 filed on  October  21,  1997,  and the
               amendments thereto.

10.2           Promissory  Note,  dated September 30, 1996,  provided by Tag-It,
               Inc. to Harold Dyne.  Incorporated  by reference to Exhibit 10.21
               to Form  SB-2  filed on  October  21,  1997,  and the  amendments
               thereto.

10.3           Promissory Note, dated June 30, 1991, provided by Tag-It, Inc. to
               Harold Dyne.  Incorporated  by reference to Exhibit 10.23 to Form
               SB-2 filed on October 21, 1997, and the amendments thereto.

10.4           Promissory Note, dated January 31, 1997,  provided by Tag-It Inc.
               to Mark Dyne.  Incorporated by reference to Exhibit 10.24 to Form
               SB-2 filed on October 21, 1997, and the amendments thereto.

10.5           Promissory  Note,  dated  February 29,  1996,  provided by A.G.S.
               Stationary,  Inc. to Monto  Holdings  Pty. Ltd.  Incorporated  by
               reference  to Exhibit  10.25 of Form SB-2  filed on  October  21,
               1997, and the amendments thereto.

10.6           Promissory Note, dated January 19, 1995, provided by Pacific Trim
               &  Belt,  Inc.  to  Monto  Holdings  Pty.  Ltd.  Incorporated  by
               reference  to Exhibit  10.26 to Form SB-2  filed on  October  21,
               1997, and the amendments thereto.

10.7           Registrant's   1997  Stock  Incentive   Plan,  as  amended.   (2)
               Incorporated  by  reference to Exhibit 10.1 to Form 10-Q filed on
               August 16, 2004.


                                      EX-1
<PAGE>


EXHIBIT
NUMBER         EXHIBIT DESCRIPTION
-------        -------------------

10.8           Form of Non-statutory Stock Option Agreement. (2) Incorporated by
               reference  to Exhibit  10.30 to Form SB-2  filed on  October  21,
               1997, and the amendments thereto.

10.9           Promissory Note,  dated August 31, 1997,  provided by Harold Dyne
               to Pacific Trim & Belt, Inc. Incorporated by reference to Exhibit
               10.32 to Form SB-2 filed on October 21, 1997,  and the amendments
               thereto.

10.10          Promissory Note, dated October 15, 1997,  provided by Harold Dyne
               to Pacific Trim & Belt, Inc. Incorporated by reference to Exhibit
               10.34 to Form SB-2 filed on October 21, 1997,  and the amendments
               thereto.

10.11          Promissory  Note,  dated  October  15,  1997,  provided by A.G.S.
               Stationary  Inc. to Monto  Holdings  Pty.  Ltd.  Incorporated  by
               reference  to Exhibit  10.48 to Form SB-2  filed on  October  21,
               1997, and the amendments thereto.

10.12          Promissory Note, dated November 4, 1997, provided by Pacific Trim
               &  Belt,  Inc.  to  Monto  Holdings  Pty.  Ltd.  Incorporated  by
               reference  to Exhibit  10.49 to Form SB-2  filed on  October  21,
               1997, and the amendments thereto.

10.13          Guaranty, dated as of October 4, 2000, by A.G.S. Stationery, Inc.
               in favor or Mark I. Dyne.  Incorporated  by  reference to Exhibit
               10.40 to Form 10-K filed on April 4, 2001.

10.14          Guaranty,  dated as of October 4, 2000, by Tag-It,  Inc. in favor
               of Mark I. Dyne.  Incorporated  by reference to Exhibit  10.41 to
               Form 10-K filed on April 4, 2001.

10.15          Guaranty,  dated as of October 4, 2000,  by Talon  International,
               Inc.  in favor of Mark I.  Dyne.  Incorporated  by  reference  to
               Exhibit 10.42 to Form 10-K filed on April 4, 2001.

10.16          Security  Agreement,  dated as of October 4, 2000, between A.G.S.
               Stationery,  Inc. and Mark I. Dyne.  Incorporated by reference to
               Exhibit  10.44 to Form 10-K filed on April 4, 2001.  Incorporated
               by  reference  to  Exhibit  10.44 to Form 10-K  filed on April 4,
               2001.

10.17          Security Agreement,  dated as of October 4, 2000, between Tag-It,
               Inc. and Mark I. Dyne. Incorporated by reference to Exhibit 10.45
               to Form 10-K filed on April 4, 2001.

10.18          Security  Agreement,  dated as of October 4, 2000,  between Talon
               International Inc. and Mark I. Dyne. Incorporated by reference to
               Exhibit 10.46 to Form 10-K filed on April 4, 2001.

10.19          Security  Agreement,  dated as of October 4, 2000, between Tag-It
               Pacific,  Inc.  and Mark I. Dyne.  Incorporated  by  reference to
               Exhibit 10.47 to Form 10-K filed on April 4, 2001.

10.20          Convertible Secured  Subordinated  Promissory Note, dated October
               4, 2000, provided by Mark I. Dyne to the Registrant. Incorporated
               by  reference  to  Exhibit  10.48 to Form 10-K  filed on April 4,
               2001.

10.21          Form  of  Warrant  to  Purchase  Common  Stock  Agreements  dated
               December 28, 2001.  Incorporated  by reference to Exhibit 99.2 to
               Form 8-K filed on January 23, 2002.


                                      EX-2
<PAGE>


EXHIBIT
NUMBER         EXHIBIT DESCRIPTION
-------        -------------------

10.22          Form  of  Stockholders   Agreements   dated  December  28,  2001.
               Incorporated  by  reference  to Exhibit 99.3 to Form 8-K filed on
               January 23, 2002.

10.23          Form of Investor  Rights  Agreements  dated  December  28,  2001.
               Incorporated  by  reference  to Exhibit 99.4 to Form 8-K filed on
               January 23, 2002.

10.24          Exclusive  Supply  Agreement  dated July 12,  2002,  among Tag-It
               Pacific,  Inc.  and  Levi  Strauss  &  Co.  (1)  Incorporated  by
               reference  to Exhibit  10.68 to Form 10-Q filed on  November  15,
               2002.

10.24.1        Amendment to  Exclusive  Supply  Agreement,  dated July 12, 2002,
               between  Tag-It  Pacific,   Inc.  and  Levi  Strauss  &  Co.  (1)
               Incorporated  by reference to Exhibit 10.70 to Form 10-K filed on
               March 28, 2003.

10.24.2        Amendment,  dated June 29, 2004, to Exclusive  Supply  Agreement,
               dated  July 12,  2002,  between  Tag-It  Pacific,  Inc.  and Levi
               Strauss & Co.

10.25          Intellectual  Property  Rights  Agreement,  dated  April 2, 2002,
               between the Company and Pro-Fit  Holdings,  Ltd. (1) Incorporated
               by reference to Exhibit  10.69 to Form 10-K/A filed on October 1,
               2003.

10.26          Common Stock Purchase Warrant dated December 18, 2003 between the
               Company and Sanders Morris Harris Inc.  Incorporated by reference
               to Exhibit 99.4 to Form 8-K filed on December 22, 2003.

10.27          Form of  Subscription  Agreement,  dated as of  November 9, 2004,
               between  the  Company  and  the  Purchaser   identified  therein.
               Incorporated  by  reference  to Exhibit 10.1 to Form S-3 filed on
               December 9, 2004.

10.28          Form of Secured Convertible Promissory Note, dated as of November
               9, 2004.  Incorporated  by  reference to Exhibit 10.2 to Form S-3
               filed on December 9, 2004.

10.29          Form of Common Stock  Purchase  Warrant,  dated as of November 9,
               2004. Incorporated by reference to Exhibit 10.3 to Form S-3 filed
               on December 9, 2004.

10.30          Trademark Security Agreement, dated as of November 9, 2004, among
               the  Registrant  and  the  Secured  Parties   identified  on  the
               signature page thereto. Incorporated by reference to Exhibit 10.4
               to Form S-3 filed on December 9, 2004.

10.31          Registration  Rights  Agreement,  dated as of  November  9, 2004,
               among  the  Registrant,   Sanders  Morris  Harris  Inc.  and  the
               Purchasers  identified  therein.  Incorporated  by  reference  to
               Exhibit 10.5 to Form S-3 filed on December 9, 2004.

10.32          Placement Agent Agreement,  dated as of November 9, 2004, between
               the  Registrant and Sanders  Morris Harris Inc.  Incorporated  by
               reference to Exhibit 10.6 to Form S-3 filed on December 9, 2004.

10.33          Common  Stock  Purchase  Warrant  dated as of  November  9, 2004,
               issued by the  Registrant in favor of Sanders  Morris Harris Inc.
               Incorporated  by  reference  to Exhibit 10.7 to Form S-3 filed on
               December 9, 2004.


                                      EX-3
<PAGE>


EXHIBIT
NUMBER         EXHIBIT DESCRIPTION
-------        -------------------

14.1           Code of Ethics. Incorporated by reference to Exhibit 14.1 to Form
               10-K filed on March 30, 2004.

21.1           Subsidiaries.  Incorporated  by reference to Exhibit 14.1 to Form
               10-K filed on March 30, 2004.

23.1           Consent of Singer Lewak Greembaum & Goldstein LLP. (3)

23.2           Consent of BDO Seidman, LLP. (3)

24.1           Power of Attorney (included on signature page). (3)

31.1           Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)
               under the Securities and Exchange Act of 1934, as amended

31.2           Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)
               under the Securities and Exchange Act of 1934, as amended

32.1           Certificate  of  Chief  Executive  Officer  and  Chief  Financial
               Officer  pursuant  to Rule  13a-14(b)  under the  Securities  and
               Exchange Act of 1934, as amended.

(1)  Certain  portions of this agreement have been omitted and filed  separately
     with the  Securities and Exchange  Commission  pursuant to a request for an
     order granting  confidential  treatment pursuant to Rule 406 of the General
     Rules and Regulations under the Securities Act of 1933, as amended.
(2)  Indicates a management contract or compensatory plan.
(3)  Previously filed with the Original Filing.

                                      EX-4