SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                                    ---------


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For the Quarter ended                          (Commission File Number):  1-4814
March 31, 2003


                              ARIS INDUSTRIES, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)


      New York                                       22-1715274
      --------                                       ----------
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                       Identification No.)



                  463 SEVENTH AVENUE, NEW YORK, NEW YORK 10018
                  --------------------------------------------
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code: (646) 473-4200

Indicate by check mark whether the registrant (l) has filed all reports required
to be filed by Section 13 or 15 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 the past 90 days.

                        YES _X_                NO ___

Number of shares of Common Stock outstanding                         108,819,527
As of May 13, 2003

<PAGE>



                              ARIS INDUSTRIES, INC.

                                TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements

                  a.       Consolidated Condensed Balance Sheets as
                           of March 31, 2003 and December 31, 2002             3

                  b.       Consolidated Condensed Statements of
                           Operations for the Three-Months Ended
                           March 31, 2003 and March 31, 2002                   4

                  c.       Consolidated Condensed Statements of
                           Cash Flows for the Three-Months Ended
                           March 31, 2003 and March 31, 2002                   5

                  d.       Notes to Consolidated Condensed
                           Financial Statements                                6


         Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of
                  Operations                                                  13

         Item 3.  Quantitative and Qualitative Disclosures
                           About Market Risk                                  18

         Item 4.  Controls and Procedures                                     18


PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings                                           18

         Item 2.  Changes in Securities and Use of Proceeds                   21

         Item 3.  Defaults upon Senior Securities                             21

         Item 4.  Submission of Matters to a Vote of
                  Security Holders                                            21

         Item 5.  Other Information                                           21

         Item 6.  Exhibits and Reports on Form 8-K                            21

SIGNATURES                                                                    22

CERTIFICATIONS                                                                23


<PAGE>
                         ARIS INDUSTRIES, INC.
                           AND SUBSIDIARIES

                      CONSOLIDATED CONDENSED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                      March 31,    December 31,
ASSETS                                                  2003           2002
                                                    ------------   ------------
                                                    (Unaudited)
Current assets:
   Cash                                                     $316             --
   Receivables, net                                          253            626
   Receivable from related party                              --            375
   Inventories                                               383            183
   Prepaid expenses and other current assets                   4              3
                                                    ------------   ------------

                  Total current assets                       956          1,187

Property and equipment, net                                2,356          2,909

Goodwill, net                                             33,930         33,930

Other assets                                                 312            310
                                                    ------------   ------------

               TOTAL ASSETS                              $37,554        $38,336
                                                    ============   ============

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
   Borrowings under revolving credit facility                $88           $456
   Loans payable to related parties,
     including accrued interest                           13,411         13,026
   Current portion of long-term debt                      17,142          9,642
   Current portion of capitalized
     lease obligations                                       536            415
   Accounts payable                                        4,259          3,620
   Accounts payable to related parties                     1,217          1,096
   Accrued expenses and other current liabilities          7,991          8,175
                                                    ------------   ------------
                  Total current liabilities               44,644         36,430

Long-term debt, net of current portion                        --          7,500
Capitalized lease obligations                                376            569
Other liabilities                                          1,606          1,637
                                                    ------------   ------------
                  Total liabilities                       46,626         46,136
                                                    ------------   ------------

Commitments and contingencies

Stockholders' deficiency:
   Preferred stock, $.01 par value:
     10,000 shares authorized; none issued
     and outstanding                                          --             --
   Common stock, $.01 par value:
     200,000 shares authorized 108,819 issued
     and outstanding at March 31, 2003 and
     December 31, 2002                                     1,088          1,088
   Additional paid-in capital                             86,146         86,146
   Accumulated deficit                                   (96,306)       (95,027)
   Unearned compensation                                      --             (7)
                                                    ------------   ------------

                  Total stockholders' deficiency          (9,072)        (7,800)
                                                    ------------   ------------


TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY           $37,554        $38,336
                                                    ============   ============

See accompanying notes to consolidated condensed financial statements

                                      -3-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                    (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                       Three-          Three-
                                                    Months Ended    Months Ended
                                                     March 31,       March 31,
                                                        2003            2002
                                                    ------------   ------------
REVENUES:
   SALES TO CUSTOMERS                                     $1,094           $997
   ROYALTY INCOME                                          2,116          2,088
                                                    ------------   ------------

TOTAL REVENUES                                             3,210          3,085

COST OF GOODS SOLD                                          (543)          (603)
                                                    ------------   ------------

GROSS PROFIT                                               2,667          2,482

OPERATING EXPENSES:
   SELLING AND ADMINISTRATIVE EXPENSES                    (3,482)        (5,388)
   IMPAIRMENT OF LONG-LIVED ASSETS                            --           (853)
   RESTRUCTURING AND OTHER COSTS                              --         (1,404)
                                                    ------------   ------------


LOSS FROM OPERATIONS                                        (815)        (5,163)

INTEREST EXPENSE, NET                                       (461)          (522)
                                                    ------------   ------------

LOSS BEFORE INCOME TAX PROVISION                          (1,276)        (5,685)

   INCOME TAX (PROVISION) BENEFIT                             (3)            27
                                                    ------------   ------------

NET LOSS                                                 ($1,279)       ($5,658)
                                                    ============   ============

NET LOSS PER SHARE                                        ($0.01)        ($0.07)
                                                    ============   ============


PER SHARE DATA:
   Weighted average shares outstanding - Basic           108,819         85,033

See accompanying notes to consolidated condensed financial statements

                                      -4-
<PAGE>


    ARIS INDUSTRIES, INC.
    AND SUBSIDIARIES

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                        Three-         Three-
                                                    Months Ended   Months Ended
                                                      March 31,      March 31,
                                                         2003           2002
                                                    ------------   ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                             ($1,279)       ($5,658)

    Adjustments to reconcile net loss to
      net cash provided by operating activities:
          Depreciation and amortization                      553            587
          Non-cash stock based compensation                    7             21
          Provision for accrued restructuring
            charges                                           --          1,404
          Write-off of receivables from licensee              --          1,959
          Impairment on property and equipment                --            441
          Impairment of goodwill                              --            412
    Change in assets and liabilities:
          Decrease in receivables                            748          1,013
          Decrease in due from licensee                       --          2,994
          (Increase) / decrease in inventories              (200)           223
          (Increase) / decrease in prepaid
            expenses and other current assets                 (1)           200
          Increase in other assets                            (2)            (7)
          Increase / (decrease) in accounts
            payable                                          639           (943)
          Increase in accounts payable to
            related parties                                  121             61
          Increase / (decrease) in accrued
            expenses and other current liabilities          (184)           275
          Decrease in other liabilities                      (31)          (115)
                                                    ------------   ------------

                 Net cash provided by
                   operating activities                      371          2,867
                                                    ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                      --             (4)
                                                    ------------   ------------

                 Net cash used in
                   investing activities                        0             (4)
                                                    ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayments of long-term debt and capital
      leases                                                 (72)          (728)
    Advances from related party                              385            250
    Decrease in borrowings under revolving
      credit facility                                       (368)        (2,692)

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

                 Net cash used in
                   financing activities                      (55)        (3,170)
                                                    ------------   ------------


NET INCREASE (DECREASE) IN CASH                              316           (307)

CASH, BEGINNING OF PERIOD                                      0            457
                                                    ------------   ------------

CASH, END OF PERIOD                                         $316           $150
                                                    ============   ============

SUPPLEMENTAL SCHEDULE OF NON-CASH
FINANCING ACTIVITIES
    Issuance of common stock in settlement
      of accounts payable                                     --         $2,250

See accompanying notes to consolidated condensed financial statements


                                      -5-
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.   BASIS OF PRESENTATION

          The consolidated  condensed financial  statements as of March 31, 2003
and for the three- month periods ended March 31, 2003 and 2002 are unaudited and
reflect   all   adjustments   consisting   of  normal   recurring   adjustments,
restructuring and other costs which are, in the opinion of management, necessary
for a fair presentation of financial position,  operating results and cash flows
for the periods.

          The consolidated  condensed  balance sheet as of December 31, 2002 was
derived from audited  financial  statements but does not include all disclosures
required by  accounting  principles  generally  accepted in the United States of
America. The accompanying  consolidated condensed financial statements have been
prepared  in  accordance  with  accounting  standards  appropriate  for  interim
financial  statements  and  should  be read in  conjunction  with the  financial
statements and notes thereto included in Aris  Industries,  Inc. (the "Company",
the  "Registrant"  or  "Aris")  Annual  Report on Form  10-K for the year  ended
December 31, 2002. The operating results for the three-month  period ended March
31, 2003 are not necessarily  indicative of the operating results to be expected
for the year ending December 31, 2003.

2.   FINANCIAL  ACCOUNTING  STANDARDS NO. 146,  "ACCOUNTING FOR COSTS ASSOCIATED
WITH EXIT OR DISPOSAL ACTIVITIES"

          In June 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 146,  "Accounting for
Costs  Associated  with Exit or  Disposal  Activities".  SFAS No. 146  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("EITF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to  Exit an  Activity".  SFAS  No.  146  requires  that a  liability  for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred.  This Statement also  established that fair value is the objective for
initial  measurement  of the  liability.  The  provisions  of SFAS  No.  146 are
effective for exit or disposal  activities that are initiated after December 31,
2002.  The Company does not expect that the adoption of SFAS No. 146 will have a
material impact on its consolidated financial statements.

3.   LIQUIDITY RISKS

          These consolidated  condensed financial  statements have been prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization of assets and  satisfaction of liabilities in the normal course
of business.

          The Company has  continued to incur losses from  operations  and had a
working  capital  deficit of  $43,688,000  at March 31,  2003 as  compared  to a
working  capital  deficit of $35,243,000 at December 31, 2002. In addition,  the
Company was not in compliance with certain covenants

                                        6
<PAGE>


contained in its credit facility.  However,  the Company has been advised by its
lenders  that  they are  willing  to work  with the  Company  to  structure  the
remaining  payments  in a manner  the  Company  should be able to make.  Amounts
outstanding  under the revolving  credit  facility were reduced from $456,000 at
December 31, 2002 to $88,000 as of March 31, 2003.

          During 2002,  the Company  completed its first full year as a licensor
or sublicensor of its owned or licensed  trademarks.  In April 2002, the Company
terminated its license agreement with Grupo Xtra of New York, Inc. ("Grupo") and
shortly thereafter Grupo filed for bankruptcy protection under Chapter XI of the
Bankruptcy  Code.  On April  25,  2002,  Judge E.  Robles of the  United  States
Bankruptcy  Court,  Central  District of  California,  terminated  the Trademark
License  Agreement  and  ordered  Grupo to  immediately  discontinue  all use of
trademark bearing XOXO(R) , Baby Phat(R),  Brooks Brothers  Golf(R),  Fragile(R)
and Members Only(R). Following the effectiveness of the termination of the Grupo
Agreement,   the  Company  reached  an  agreement  with  Adamson  Apparel,  Inc.
("Adamson")  to license  from the  Company  and its  subsidiaries  the XOXO(R) ,
Members Only(R) and Baby Phat(R) trademarks that had been previously licensed by
Grupo (Note 4).

          On May 7, 2003,  the Company  signed a definitive  trademark  purchase
agreement with Global Brand Holdings,  LLC ("Global")  providing for the sale of
the trade name and service  mark  XOXO(R) and the  trademarks  XOXO(R),  XOXO IN
AMERICA AND ABROAD(R),  LOLA(R) and FRAGILE(R) along with certain related assets
and accompanying  goodwill for a total sum of $43 million in cash (Note 13). The
Company  intends to use the proceeds of the trademark  asset sale to pay off its
debt obligations and provide working capital.

          The  trademark  purchase  agreement has been approved by the Company's
board of  directors  and the board of managers  of Global.  The  transaction  is
subject  to  customary  conditions,  including  the  approval  of the  Company's
shareholders

          Assuming that the  trademark  assets sale is  consummated  the Company
plans to repay existing  indebtedness and to finance its operations through, (i)
continued  negotiated  settlements  with  trade  creditors,  (ii)  substantially
reducing its overhead and (iii)  royalties  from its  remaining  trademarks  and
license.

          There  can be no  assurance  that the  trademark  assets  sale will be
consummated  or that the timing of cash  receipts  to be realized  from  working
capital and  operations  will be sufficient to meet  obligations  as they become
due.  These  factors  raise  substantial  doubt about the  Company's  ability to
continue as a going concern. The consolidated  condensed financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying  amounts or the amount and  classification  of  liabilities  that
might be necessary should the Company be unable to continue as a going concern.

4.   ADAMSON LICENSE AGREEMENT

          Following the effectiveness of the termination of the Grupo Agreement,
the Company reached an agreement with Adamson Apparel,  Inc. to license from the
Company and its  subsidiaries  the  XOXO(R),  Members  Only(R) and Baby  Phat(R)
trademarks that had been previously licensed by Grupo. Adamson is a newly-formed
New York  corporation of which the majority owner is the Company's  chairman and
chief  executive  officer  and  principal  stockholder.  Adamson  was  initially
capitalized with a $7 million investment.  Adamson is utilizing many of the same
employees that were

                                        7
<PAGE>


employed by Grupo, all of whom were formerly employees of XOXO or one or more of
the Company's subsidiaries.

          The Adamson  Agreement  has an initial term which  expires on December
31,  2003,  which may be  automatically  renewed  for a further  one year  term,
subject to agreement by both parties,  to manufacture,  market and distribute at
wholesale, women's clothing, jeanswear and sportswear under the XOXO and Members
Only trademarks and,  subject to Aris' rights as licensee with respect  thereto,
Baby Phat apparel. The royalty rate for XOXO and Members Only products is 9% and
3.5% for Baby Phat in addition to amounts due to the  licensor of Baby Phat.  On
May 7, 2003, the Company signed a definitive  trademark  purchase agreement with
Global providing for the sale of the trade name and service mark XOXO(R) and the
trademarks XOXO(R), XOXO IN AMERICA AND ABROAD(R),  LOLA(R) and FRAGILE(R) along
with certain  related  assets and  accompanying  goodwill for a total sum of $43
million in cash  (Notes 3 and 13).  The Global  agreement  requires  the Adamson
license to be terminated as of closing.

5.   SALE OF CONVERTIBLE DEBENTURES

          In February  2001,  the Company  entered  into a  Securities  Purchase
Agreement with KC Aris Fund I, L.P.  ("KC") pursuant to which the Company was to
issue Convertible Debentures in the aggregate sum of $10,000,000. The Debentures
mature in three years, bear interest at 8.5% per annum,  payable quarterly,  and
are  convertible  into shares of common stock at the rate of $.46 per share.  KC
only purchased  $7,500,000 of Debentures,  convertible into 16,304,347 shares of
Common  Stock.  The  Company  used the  proceeds  to pay down a  portion  of the
borrowings under its revolving  credit facility.  On August 5, 2002, KC sent the
Company a notice of default  arising from the Company's  failure to pay interest
in the amount of approximately $321,000 that was due on January 31 and April 30,
2002.  On September 3, 2002,  the Company  reached an agreement  with KC and the
default was  rescinded.  The Company  agreed to pay KC $50,000 every three weeks
starting  on  September  3, 2002 and  continuing  until all  interest  due KC is
brought up to date under the terms of the Debentures.  The Company is current in
its payments to KC as of the date of this filing.

6.   DEBT

          The Company's  indebtedness  consists,  in part, of its obligations to
BNY  Financial  Corporation  ("BNY")  under  the  Series A Junior  Secured  Note
Agreement  dated June 30,  1993,  pursuant  to which BNY is owed  $5,642,000  in
principal,  as of March 31, 2003.  On October 31, 2002,  the Company  received a
forbearance on the principal balance of BNY's Note,  $5,642,000,  until December
2, 2002.  On January  31,  2003,  BNY agreed to defer  payment on the note until
February  28,  2003 (the  "Deferral  Date").  As of the date of this  filing the
Company is  continuing  to  negotiate  with BNY but has not received any further
deferrals  from BNY.  Although BNY has indicated a willingness  to work with the
Company,   there  can  be  no  assurance   that  BNY  will  agree  to  any  such
restructuring.

          On January 18, 2002, the Company entered into a forbearance  agreement
with CIT as agent for the lenders under the Company's Financing Agreement. Under
the terms of the forbearance  agreement the following occurred:  (i) the Company
received  $3,000,000  from Grupo of which  $2,500,000  was  applied  against the
revolving line of credit and the remaining $500,000 was applied against the term
loan,  (ii) the  Company was  required  to reduce the  balance of the  revolving
credit  facility and certain  other  amounts due the lenders on a monthly  basis
through July 31, 2002 at which time the balances  were to be repaid in full.  If
the  outstanding  balance of the  revolving  credit  facility and certain  other
amounts due the lenders at the end of any month exceeds the required monthly

                                        8
<PAGE>


ending balance, as defined in the forbearance agreement, the Company has fifteen
days to cure the excess  principal  before its lenders will take action  against
the Company,  (iii) the Company was required to make installments of $500,000 on
April 1 and July 1, 2002 and the  remaining  balance was due on October 31, 2002
and (iv) the Company's chief  executive  officer agreed to extend the $3,000,000
personal   guaranty  to  remain  in  effect  until  all  obligations  under  the
forbearance  agreement  are paid in full.  The Company did not make the April 1,
2002,  term loan  payment.  The Company and CIT  negotiated  an amendment of the
forbearance  agreement to extend the payout period for the  Company's  revolving
line of credit  and term  loan.  In  conjunction  with  these  negotiations  the
Company,  on May 10, 2002,  paid the $500,000  quarterly term loan payment which
was originally due on April 1, 2002. In addition, the Company verbally agreed to
pay the lenders  $200,000 at the end of each month to reduce its revolving  line
of credit  balance.  The  balance due under the  revolving  line of credit as of
December 31, 2002 was $456,000.  The Company also made its term loan payments in
the amount of  $500,000,  due July 1 and October 1, 2002.  The balance due under
the  Company's  term loan after these  payments was  $4,000,000.  On November 6,
2002, the Company received an additional extension of the forbearance. Under the
terms of the  extension  the Company has agreed to: (i) continue to make monthly
payments of $200,000  against its revolving line of credit,  (ii) make principal
payments of $500,000 against its term loan on January,  April and July 1 of 2003
with the remaining  balance due July 31, 2003 and (iii) continue to make monthly
payments  against  certain other amounts due the lenders.  The Company failed to
make the term loan  payment  due  January 1, 2003.  On February  25,  2003,  the
Company  received  notification  from its  lenders  that they would not take any
action despite the failure to make the payment.

          The obligations  under the Financing  Agreement are  collateralized by
substantially all of the assets of the Company. The Financing Agreement contains
various financial and other covenants and conditions, including, but not limited
to,  limitations  on  paying  dividends,   making   acquisitions  and  incurring
additional indebtedness.

          The Company was not in  compliance,  as of March 31, 2003 and December
31, 2002, with certain covenants contained in its loan agreements. The Company's
lenders,   under  the  January  18,  2002  and  February  25,  2003  forbearance
agreements,  have indicated  that they have no current  intention to take action
with respect to such non-compliance but have not waived the covenant violations.

          The Company's  chief  executive  officer has personally  guaranteed $3
million  of  indebtedness  outstanding  under  the  Financing  Agreement.   This
guaranty,  which  initially was to expire on December 6, 2000, has been extended
until the loans are repaid in full.

          As a result of the Adamson  Agreement,  the  Company no longer  needed
financing to purchase inventory or to finance future accounts receivable. During
2002,  the Company  reduced its  revolving  line of credit  from  $4,485,000  to
$456,000 through the revenue generated under its license agreements and the sale
of inventory to Grupo  pursuant to the Grupo  Agreement.  As of May 1, 2003, the
revolving  line of credit has been paid in full.  The  Company  plans to use the
proceeds of the XOXO trademark sale to retire existing indebtedness.

7.   RESTRUCTURING AND OTHER COSTS

          The Company  closed three of its four full price XOXO retail stores in
the first  quarter of fiscal  2002.  The Company  recorded  charges  aggregating
$2,257,000 in the first quarter of 2002, consisting

                                        9
<PAGE>


of an accrual of approximately  $1,113,000 for 2002 rent, an additional $292,000
of lease termination costs relating to the 2000 restructuring reserve,  property
and equipment  write-downs  of  approximately  $441,000 and goodwill  impairment
charges  of  approximately  $412,000.  The  Company  included  in its  accrual a
liability  for one year of store rent for each of the closed  stores  since each
store lease  contains a provision that the landlord will use its best efforts to
re-lease the premises in the event that the premises are vacated by the Company.
The Company  accrued an  additional  year of rent  covering  these  locations at
December 31, 2002. However, no assurances can be given that the premises will be
re-leased  within one year and the Company will have to periodically  review its
accrual.

8.   PER SHARE DATA

     Basic loss per common share is computed by dividing net loss  available for
common  shareholders  by the weighted  average  number of shares of common stock
outstanding during each period.

     Options and warrants to purchase 10,136,345 and 11,346,845 shares of Common
Stock were outstanding as of March 31, 2003 and 2002, respectively, but were not
included in the  computation  of diluted loss per share because the effect would
be  anti-dilutive.   In  addition,   conversion  rights  under  the  Convertible
Debentures to convert the Debentures into 16,304,345 shares of Common Stock were
not included in the  computation  of diluted  loss per share  because the result
would be anti- dilutive.

9.   STOCK INCENTIVE PLAN

     At March 31, 2003 the Company has a stock incentive plan which is described
more  fully in Note 9 of the  Company's  Annual  Report on Form 10K for the year
ended  December  31,  2002.  The  Company  accounts  for  this  plan  under  the
recognition  and  measurement  principles of APB Opinion No. 25,  ACCOUNTING FOR
STOCK ISSUED TO EMPLOYEES, and related interpretations.  No stock-based employee
compensation  cost is reflected in net loss,  as all options  granted  under the
plan have an exercise price equal to the market value of the  underlying  common
stock on the date of grant.  The following  table  illustrates the effect on net
loss and loss per share if the Company  had  applied the fair value  recognition
provisions of FASB Statement No. 123,  ACCOUNTING FOR STOCK-BASED  COMPENSATION,
to stock-based employee compensation. (in thousands, except per share data)


--------------------------------------------------------------------------------
                                         March 31, 2003           March 31, 2002
--------------------------------------------------------------------------------
Net loss
--------------------------------------------------------------------------------
   As reported                              $(1,279)                 $(5,658)
--------------------------------------------------------------------------------
   Pro forma                                 (1,424)                  (6,157)
--------------------------------------------------------------------------------
Net loss per share-basic
--------------------------------------------------------------------------------
   As reported                               $(0.01)                  $(0.07)
--------------------------------------------------------------------------------
   Pro forma                                  (0.01)                   (0.07)
--------------------------------------------------------------------------------


                                       10
<PAGE>


10.  RELATED PARTY TRANSACTIONS

     In June 2000, First A.H.S.  Acquisition Corp.  ("AHS"),  a company owned by
the Company's chief executive officer, entered into an agreement (the "Letter of
Credit Agreement") with the Company's principal  commercial lender to facilitate
the  opening of up to  $17,500,000  in letters of credit for  inventory  for the
Company.  Pursuant to the Letter of Credit  Agreement,  AHS purchased  inventory
which was to be held at the Company's warehouse  facilities.  Such inventory was
sold to the Company at cost when the  Company was ready to ship the  merchandise
to the  customer.  As of March 31,  2003,  the Company owes AHS  $7,090,000.  In
connection with the Letter of Credit  Agreement,  the chief executive officer of
the Company has guaranteed up to $7,000,000 of AHS  obligations to the Company's
principal commercial lender.

     During  January 2001,  the Company's  chief  executive  officer  loaned the
Company  $2,000,000.  In 2002 , the Company's chief executive officer loaned the
Company  an  additional  $1,500,000.  The loans are  payable  on demand and bear
interest at prime plus one quarter percent.

     The Company's chief executive officer personally  guaranteed  $3,000,000 of
indebtedness outstanding under the Financing Agreement.

     Adamson is a newly-formed New York  corporation  which is majority owned by
the Company's  chairman and chief  executive  officer and principal  stockholder
(see Note 4). As of March 31,  2003,  the Company was indebted to Adamson in the
amount of $2,804,000, which is payable on demand and bears no interest.

     At December 31, 2002 the Company had  receivables  of $375,000  from Humane
Inc.,  a company  wholly  owned by Steven  Fetner a director  and officer of the
Company.  During the  three-months  ended March 31, 2003 Humane  returned  these
goods to the Company. The Company recorded a markdown of approximately  $180,000
on this  merchandise  and it is included in the Company's  inventory as of March
31, 2003.

11.  BUSINESS SEGMENTS

     In  accordance  with  SFAS  No.  131,  "Disclosure  About  Segments  of  an
Enterprise and Related Information",  our principal segments are grouped between
the  generation  of revenues  from  royalties  and retail  sales.  The licensing
segment  derives its  revenues  from  royalties  associated  from the use of the
Company's brand names,  principally XOXO,  Fragile and Members Only and, subject
to Aris'  rights as a licensee  with  respect  thereto,  Baby  Phat.  The Retail
segment is comprised of one  full-price  retail store and an internet sales site
which principally sell XOXO and Baby Phat branded products.

     Segment  information  for the three- month periods ended March 31, 2003 and
2002, for both segments are set forth below.  Corporate  overhead is included in
the licensing segment data.

--------------------------------------------------------------------------------
           Retail Segment Financial    Three Months Ended     Three Months Ended
                  Information            March 31, 2003         March 31, 2002
                (in thousands)
--------------------------------------------------------------------------------
Revenues                                     $1,094                  $997
--------------------------------------------------------------------------------
Cost of Goods Sold                             543                    603
--------------------------------------------------------------------------------
Selling and administrative expenses            636                    767
--------------------------------------------------------------------------------
Impairment of long lived assets                ---                    853
--------------------------------------------------------------------------------
Restructuring and other costs                  ---                   1,113
--------------------------------------------------------------------------------
Net loss                                       (85)                 (2,339)
--------------------------------------------------------------------------------

                                       11
<PAGE>




--------------------------------------------------------------------------------
          Licensing Segment Financial  Three Months Ended     Three Months Ended
                  Information            March 31, 2003         March 31, 2002
                (in thousands)
--------------------------------------------------------------------------------
Revenues                                    $2,116                 $2,088
--------------------------------------------------------------------------------
Cost of Goods Sold                            ---                    ---
--------------------------------------------------------------------------------
Selling and administrative expenses          2,846                  4,621
--------------------------------------------------------------------------------
Impairment of long lived assets               ---                    ---
--------------------------------------------------------------------------------
Restructuring and other costs                 ---                    291
--------------------------------------------------------------------------------
Interest expense                              461                    522
--------------------------------------------------------------------------------
Income tax provision/(benefit)                 3                     (27)
--------------------------------------------------------------------------------
Net loss                                    (1,194)                (3,319)
--------------------------------------------------------------------------------

12.  CONTINGENCIES

     The Company, in the ordinary course of its business,  is the subject of, or
a party  to,  various  pending  or  threatened  legal  actions.  While it is not
possible at this time to predict the outcome of any litigation,  the Company may
not be able to satisfy an adverse  judgement in certain of these actions,  which
may have a  material  adverse  effect  on its  financial  position,  results  of
operations and cash flows.

13.  SUBSEQUENT EVENTS

     On  May 7,  2003,  the  Company  signed  a  definitive  trademark  purchase
agreement with Global  providing for the sale of the trade name and service mark
XOXO(R) and the trademarks XOXO(R),  XOXO IN AMERICA AND ABROAD(R),  LOLA(R) and
FRAGILE(R) along with certain related assets and  accompanying  goodwill for $43
million in cash.

     The trademark  purchase  agreement has been approved by the Company's board
of directors and the board of managers of Global.  The transaction is subject to
customary conditions, including the approval of the Company's shareholders.

     The Company's chief  executive  officer,  and an entity  controlled by him,
which   collectively   beneficially  own  approximately  43%  of  the  Company's
outstanding  common  stock,  have  entered into a voting  agreement  with Global
providing that such shares shall be voted in favor of the transaction.


                                       12
<PAGE>


                     ARIS INDUSTRIES, INC. AND SUBSIDIARIES

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

INTRODUCTION

The following  analysis of the financial  condition and results of operations of
Aris  Industries,  Inc. (the "Company") for the three-month  periods ended March
31, 2003 and 2002 should be read in conjunction with the consolidated  condensed
financial statements,  including the notes thereto,  included on pages 3 through
12 of this report.

FORWARD LOOKING STATEMENTS

This report includes "forward-looking  statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended,  which represent the Company's expectations or
beliefs concerning future events that involve risks and uncertainties, including
the ability of the Company to satisfy the  conditions  and  requirements  of the
credit  facilities of the Company,  the effect of national and regional economic
conditions,  the overall  level of consumer  spending,  the  performance  of the
Company's products within prevailing retail environment,  customer acceptance of
both new designs and newly-introduced  product lines, and financial difficulties
encountered  by customers.  All statements  other than  statements of historical
facts  included  in this  Annual  Report,  including,  without  limitation,  the
statements under "Management's  Discussion and Analysis of Financial Condition,"
are forward- looking statements. Although the Company believes that expectations
reflected in such forward-  looking  statements are  reasonable,  it can give no
assurance that such expectations will prove to have been correct.

ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 146

     In June 2002, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standard  ("SFAS") No. 146,  "Accounting for
Costs  Associated  with Exit or  Disposal  Activities".  SFAS No. 146  addresses
financial  accounting and reporting for costs  associated  with exit or disposal
activities  and nullifies  Emerging  Issues Task Force  ("ETIF") Issue No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to  Exit an  Activity".  SFAS  No.  146  requires  that a  liability  for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred.  This Statement also  established that fair value is the objective for
initial  measurement  of the  liability.  The  provisions  of SFAS  No.  146 are
effective for exit or disposal  activities that are initiated after December 31,
2002.  The Company does not expect that the adoption of SFAS No. 146 will have a
material impact on its consolidated financial statements.

FINANCIAL CONDITION

LIQUIDITY AND CAPITAL RESOURCES

          These consolidated  condensed financial  statements have been prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization of assets and  satisfaction of liabilities in the normal course
of business.


                                       13
<PAGE>


          As of March 31,  2003,  the Company had a working  capital  deficit of
approximately $43,688,000 compared to a working capital deficit of approximately
$35,243,000  at December 31, 2002. The increase in the working  capital  deficit
was  primarily  due  to  the  reclassification  of  the  $7,500,000  of KC  Aris
Debentures  from  long-term debt into current  liabilities  since they mature in
February  2004.  In  addition,  the  Company's  working  capital was  negatively
impacted by its loss in the  quarter.  During the  three-months  ended March 31,
2003, the Company financed its working capital requirements  principally through
licensing revenue from Adamson and the Company's other licensees.

          In April 2002, the Company terminated its license agreement with Grupo
and shortly thereafter Grupo filed for bankruptcy protection under Chapter XI of
the  Bankruptcy  Code.  On April 25, 2002,  Judge E. Robles of the United States
Bankruptcy  Court,  Central  District of  California,  terminated  the Trademark
License  Agreement  and  ordered  Grupo to  immediately  discontinue  all use of
trademark bearing XOXO(R) , Baby Phat(R),  Brooks Brothers  Golf(R),  Fragile(R)
and Members Only(R). Following the effectiveness of the termination of the Grupo
Agreement,   the  Company  reached  an  agreement  with  Adamson  Apparel,  Inc.
("Adamson"),  where the majority  stockholder is the Company's  chief  executive
officer,  to license from the Company and its subsidiaries the XOXO(R),  Members
Only(R) and Baby Phat(R)  trademarks that had been previously  licensed by Grupo
(Note 4). The royalty due from Adamson is based on a percentage of net sales.

          On January 18, 2002, the Company entered into a forbearance  agreement
with CIT as agent for the lenders under the Company's Financing Agreement. Under
the terms of the forbearance  agreement the following occurred:  (i) the Company
received  $3,000,000  from Grupo of which  $2,500,000  was  applied  against the
revolving line of credit and the remaining $500,000 was applied against the term
loan,  (ii) the  Company was  required  to reduce the  balance of the  revolving
credit  facility and certain  other  amounts due the lenders on a monthly  basis
through July 31, 2002 at which time the balances  were to be repaid in full.  If
the  outstanding  balance of the  revolving  credit  facility and certain  other
amounts due the lenders at the end of any month  exceeds  the  required  monthly
ending balance, as defined in the forbearance agreement, the Company has fifteen
days to cure the excess  principal  before its lenders will take action  against
the Company,  (iii) the Company was required to make installments of $500,000 on
April 1 and July 1, 2002 and the  remaining  balance was due on October 31, 2002
and (iv) the Company's chief  executive  officer agreed to extend the $3,000,000
personal   guaranty  to  remain  in  effect  until  all  obligations  under  the
forbearance  agreement  are paid in full.  The Company did not make the April 1,
2002,  term loan  payment.  The Company and CIT  negotiated  an amendment of the
forbearance  agreement to extend the payout period for the  Company's  revolving
line of credit  and term  loan.  In  conjunction  with  these  negotiations  the
Company,  on May 10, 2002,  paid the $500,000  quarterly term loan payment which
was originally due on April 1, 2002. In addition, the Company verbally agreed to
pay the lenders  $200,000 at the end of each month to reduce its revolving  line
of credit  balance.  The  balance due under the  revolving  line of credit as of
December 31, 2002 was $456,000.  The Company also made its term loan payments in
the amount of  $500,000,  due July 1 and October 1, 2002.  The balance due under
the Company's term loan after these payments was $4,000,000. On November 6, 2002
the Company received an additional extension of the forbearance. Under the terms
of the  extension  the  Company  has  agreed to: (i)  continue  to make  monthly
payments of $200,000  against its revolving line of credit,  (ii) make principal
payments of $500,000 against its term loan on January,  April and July 1 of 2003
with the remaining  balance due July 31, 2003 and (iii) continue to make monthly
payments  against  certain other amounts due the lenders.  The Company failed to
make the term loan  payment  due  January 1, 2003.  On February  25,  2003,  the
Company received notification from its lenders that they would not take any

                                       14
<PAGE>


action despite the failure to make the payment.

          The obligations  under the Financing  Agreement are  collateralized by
substantially all of the assets of the Company. The Financing Agreement contains
various financial and other covenants and conditions, including, but not limited
to,  limitations  on  paying  dividends,   making   acquisitions  and  incurring
additional indebtedness.

          The Company was not in  compliance,  as of March 31, 2003 and December
31, 2002, with certain covenants contained in its loan agreements. The Company's
lenders,   under  the  January  18,  2002  and  February  25,  2003  forbearance
agreements,  have indicated  that they have no current  intention to take action
with respect to such non-compliance but have not waived the covenant violations.

          The Company's  chief  executive  officer has personally  guaranteed $3
million  of  indebtedness  outstanding  under  the  Financing  Agreement.   This
guaranty,  which  initially was to expire on December 6, 2000, has been extended
until the loans are repaid in full.

          As a result of the Adamson  Agreement,  the  Company no longer  needed
financing to purchase inventory or to finance future accounts receivable. During
2002,  the Company  reduced its  revolving  line of credit  from  $4,485,000  to
$456,000 through the revenue generated under its license agreements and the sale
of inventory to Grupo  pursuant to the Grupo  Agreement.  As of May 1, 2003, the
revolving line of credit has been paid in full.

          In June 2000, First A.H.S.  Acquisition Corp.  ("AHS") a company owned
by the Company's chief executive officer, entered into an agreement (the "Letter
of  Credit  Agreement")  with  the  Company's  principal  commercial  lender  to
facilitate  the opening of up to  $17,500,000 in letters of credit for inventory
for the Company. Pursuant to the Letter of Credit Agreement, the chief executive
officer  entered  into  a  guaranty  agreement  limited  to  $7,000,000  of  the
reimbursement of AHS' obligations under the Letter of Credit Agreement. AHS owes
its lender  approximately  $7,090,000 under the Letter of Credit Agreement,  and
the Company owes AHS the same amount.

          In February  2001,  the Company  entered  into a  Securities  Purchase
Agreement with KC Aris Fund I, L.P.  ("KC") pursuant to which the Company was to
issue Convertible Debentures in the aggregate sum of $10,000,000. The Debentures
mature in three years, bear interest at 8.5% per annum,  payable quarterly,  and
are  convertible  into  shares  of common  stock at the rate of $.46 per  share.
Accordingly,  the Company has reclassified the $7,500,000 Debenture into current
liabilities  from long-term  debt. KC only  purchased  $7,500,000 of Debentures,
convertible  into  16,304,347  shares  of Common  Stock.  The  Company  used the
proceeds  to pay down a portion of the  borrowings  under its  revolving  credit
facility.  On August 5, 2002 KC,  sent the  Company a notice of default  arising
from the  Company's  failure  to pay  interest  in the  amount of  approximately
$321,000  that was due on January 31 and April 30,  2002.  On September 3, 2002,
the Company  reached an  agreement  with KC and the default was  rescinded.  The
Company agreed to pay KC $50,000 every three weeks starting on September 3, 2002
and  continuing  until all interest due KC is brought up to date under the terms
of the  Debentures.  The Company is current in its payments to KC as of the date
of this filing.

          The Company's  indebtedness  consists,  in part, of its obligations to
BNY  Financial  Corporation  ("BNY")  under  the  Series A Junior  Secured  Note
Agreement  dated June 30,  1993,  pursuant  to which BNY is owed  $5,642,000  in
principal, as of March 31, 2003. On October 31, 2002, the Company

                                       15
<PAGE>


received a forbearance on the principal balance of BNY's Note, $5,642,000, until
December 2, 2002.  On January 31, 2003,  BNY agreed to defer payment on the note
until February 28, 2003 (the "Deferral Date"). As of the date of this filing the
Company is  continuing  to  negotiate  with BNY but has not received any further
deferrals  from BNY.  Although BNY has indicated a willingness  to work with the
Company,   there  can  be  no  assurance   that  BNY  will  agree  to  any  such
restructuring.

          On May 7, 2003,  the Company  signed a definitive  trademark  purchase
agreement with Global  providing for the sale of the trade name and service mark
XOXO(R) and the trademarks XOXO(R),  XOXO IN AMERICA AND ABROAD(R),  LOLA(R) and
FRAGILE(R)  along with certain  related assets and  accompanying  goodwill for a
total sum of $43  million in cash (Notes 3 and 13).  The Company  intends to use
the proceeds of the trademark  assets sale to pay off its debt  obligations  and
provide working capital.

          The  trademark  purchase  agreement has been approved by the Company's
board of  directors  and the board of managers  of Global.  The  transaction  is
subject  to  customary  conditions,  including  the  approval  of the  Company's
shareholders

          Assuming that the  trademark  assets sale is  consummated  the Company
plans to repay existing  indebtedness and to finance its operations through, (i)
continued negotiated settlements with creditors, (ii) substantially reducing its
overhead and (iii) royalties from its remaining trademarks and sub-license.

          There  can be no  assurance  that the  trademark  assets  sale will be
consummated  or that the timing of cash  receipts  to be realized  from  working
capital and  operations  will be sufficient to meet  obligations  as they become
due.  These  factors  raise  substantial  doubt about the  Company's  ability to
continue as a going concern. The consolidated  condensed financial statements do
not include any adjustments relating to the recoverability and classification of
asset carrying  amounts or the amount and  classification  of  liabilities  that
might be necessary should the Company be unable to continue as a going concern.


RESULTS OF OPERATIONS

          The  Company  reported a net loss of  $1,279,000  for the  three-month
period ended March 31, 2003 compared to a net loss of  $5,658,000  for the three
month period ended March 31, 2002.

          During the  three-months  ended March 31, 2003, the Company's loss was
attributable  to an increase in legal  expenses,  the  write-off  of  previously
recognized XOXO license  royalties and a soft retail  environment which affected
sales at Adamson and negatively  impacted the Company's royalty revenue.  During
the  three-months   ended  March  31,  2002,  the  Company's  loss  was  largely
attributable to the default by Grupo of its license agreement and the closing by
the  Company of three  retail  store  locations.  Under the default by Grupo the
Company did not receive approximately  $1,000,000 in license royalties and wrote
off approximately  $1,959,000 in operating expense reimbursements.  In addition,
the Company  recorded  charges  aggregating  $2,258,000  in the first quarter of
2002, consisting of an accrual of approximately  $1,113,000 for 2002 store rent,
property  and  equipment  write-downs  of  approximately  $441,000  and goodwill
impairment charges of approximately $412,000 and an additional $292,000 of lease
termination costs relating to the 2000 restructuring reserve.


                                       16
<PAGE>



REVENUES

SALES TO CUSTOMERS

          The Company's net sales to customers  increased  from $997,000  during
the three-month period ended March 31, 2002 to $1,094,000 during the three-month
period ended March 31, 2003. This increase was  attributable to increased retail
sales at the  Company's  internet  sales  operation  due to the inclusion of the
Company's  Baby  Phat(R)  branded  products to the site.  This was offset by the
closing of three of the  Company's  four retail  stores in the first  quarter of
2002.

ROYALTY INCOME

          The Company's  royalty  income  increased from  $2,088,000  during the
three-months ended March 31, 2002 to $2,116,000 for the three-months ended March
31, 2003.  This  increase  was  attributable  to an overall  increase in royalty
revenue under the Adamson  license as compared to royalty  revenue earned in the
comparable  period  of 2002  under the  terminated  Grupo  agreement.  Under the
default by Grupo,  the  Company  did not  receive  approximately  $1,000,000  in
minimum  license  royalties.  This was offset as the Company wrote off royalties
receivable as the result of defaults by two of its XOXO licensees.

GROSS PROFIT

          Gross profit for the three-months  ended March 31, 2003 was $2,667,000
or 83.1% of  revenues  compared  to  $2,482,000  or  80.5% of  revenues  for the
three-months  ended March 31, 2002. Gross profit as a percentage of revenues for
the  three-months  ended March 31,  2003 was  positively  impacted by  increased
retail sales at the Company's  internet site. This was offset by the soft retail
environment  which  affected  sales at Adamson  which  negatively  impacted  the
Company's  royalty  revenue.  In  addition,  the  Company  wrote  off  royalties
receivable as the result of defaults by two of its XOXO licensees.

SELLING AND ADMINISTRATIVE EXPENSES

          Selling  and  Administrative  expenses  were  $3,482,000  or 108.5% of
revenues for the three-months  ended March 31, 2003 as compared to $5,388,000 or
174.7% of  revenues  for the  three-months  ended  March 31,  2002.  Selling and
Administrative  expenses as a percentage of revenue for the  three-months  ended
March 31, 2003 continue to be negatively  impacted by legal expenses incurred in
the Company's  defense of various  lawsuits,  the  abandonment  in 2002 of three
retail  locations  and the ongoing  negotiations  with its  creditors  to settle
outstanding amounts due them. This was partially offset as the Company continued
to benefit from Adamson's  assumption of Grupo's  responsibility for most of the
Company's  operating  overhead.   Selling  and  Administrative   expenses  as  a
percentage of revenues for the three-months  ended March 31, 2002 were adversely
affected by the Grupo  default.  The Company  incurred  $220,000 in charges that
were Grupo's direct obligation. In addition, the Company incurred legal expenses
in connection with the Grupo  bankruptcy,  abandonment of its three retail store
locations in the first  quarter of 2002 and the Company's  ongoing  negotiations
with its creditors to settle outstanding amounts due them.

IMPAIRMENT OF LONG-LIVED ASSETS

          The Company reviews  long-lived assets for impairment  whenever events
or changes in business  circumstances  indicate that the carrying  amount of the
assets may not be fully recoverable.

                                       17
<PAGE>


The Company evaluates the carrying value of its long-lived assets in relation to
the operating  performance and future  undiscounted cash flows of the underlying
assets  when  indications  of  impairment  are  present.  If  an  impairment  is
determined to exist,  any related  impairment  loss is calculated  based on fair
value.  During the three-month period ended March 31, 2002, the Company recorded
an impairment charge of $853,000 relating to property and equipment and goodwill
associated with its retail store operations.The Company closed three of its four
retail stores  during the  three-months  ended March 31, 2002,  and recorded the
impairment charge in connection with the closing.

RESTRUCTURING AND OTHER COSTS

          The Company  closed  three of its four full price XOXO  retail  stores
during the  three-month  period ended March 31, 2002.  As a result,  the Company
recorded   charges   aggregating   $2,258,000,   consisting  of  an  accrual  of
approximately  $1,113,000  for  2002  rent,  an  additional  $292,000  of  lease
termination  costs  relating to the 2000  restructuring  reserve,  property  and
equipment write-downs of approximately  $441,000 and goodwill impairment charges
of approximately $412,000.


INTEREST EXPENSE

          Interest  expense  for the  three-months  ended  March  31,  2003  was
$461,000 as compared to $522,000 for the three-months ended March 31, 2002. This
decrease was primarily  attributable  to the continuing  reduction in borrowings
under the Company's financing agreement..


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable

ITEM 4. CONTROLS AND PROCEDURES

          As  of  March  31,  2003,  an  evaluation  was  performed   under  the
supervision and with the  participation of the Company's  management,  including
the  Chief  Executive   Officer  and  the  Chief  Financial   Officer,   of  the
effectiveness of the design and operation of the Company's  disclosure  controls
and procedures.  Based on that evaluation,  the Company's management,  including
the Chief Executive Officer and the Chief Financial Officer,  concluded that the
Company's  disclosure  controls and  procedures  were  effective as of March 31,
2003. There have been no significant  changes in the Company's internal controls
or in other factors that could significantly affect internal controls subsequent
to March 31, 2003.


                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

          The  Company,  in the  ordinary  course of its  business,  is party to
various legal actions the

                                       18
<PAGE>


outcome of which the Company  believes may have a material adverse effect on its
consolidated  financial  position  and results of  operations.  Several of these
actions stem from Grupo incurring  expenses in the Company's name.  Although the
Company  did not  authorize  these  expenses,  the  Company  mat be  subject  to
liability for them.  Because of Grupo's  bankruptcy  filing, it is unlikely that
the Company will be able to recover any of these amount from Grupo. In addition,
the following  updates  information  regarding  certain  litigation to which the
Company is subject:

     FASHION WORLD-SANTA V. LOLA, INC.:
     ---------------------------------

     On February 11, 2002, Fashion World-Santa filed an unlawful detainer action
     against Lola, Inc.  ("Lola") in the Los Angeles Superior Court. That action
     sought to evict  Lola,  on  grounds of non-  payment of rent,  from an XOXO
     retail store  located in Beverly  Hills,  California.  Lola is a party to a
     five-year lease for that store,  and that lease does not expire until April
     2006. XOXO Clothing Company,  Inc.  responded to the complaint as successor
     in  interest  to  Lola,  Inc.,  denying  the  material  allegations  of the
     complaint,  and asserting other affirmative defenses. On February 27, 2002,
     XOXO vacated the property  and returned  possession  of the premises to the
     plaintiff.  The matter is now set for trial on  October  3, 2003,  and XOXO
     intends to contest the amount of the  plaintiff's  alleged  damages and the
     extent  to  which,  if at all,  the  plaintiff  has  satisfied  its duty to
     mitigate its damages.  On October 15, 2002, XOXO made a written  settlement
     offer in the amount of  $400,002.99  but the plaintiff  rejected the offer.
     Under  the  terms  of  the  lease,  XOXO  may  potentially  be  liable  for
     approximately  $1.8 million in rent, plus all of the  plaintiff's  attorney
     fees and other  litigation  expenses.  The Company  believe that the figure
     should be substantially  reduced as a result of the plaintiff's  obligation
     to mitigate its damages.

     CHRISTI WILSON V. ARIS:
     ----------------------

     On July 31, 2002,  Christi  Wilson,  a former employee of the Company filed
     suit in the  Supreme  Court of the State of New  York,  County of New York,
     claiming  that  her  commission  agreement  was  breached  by the  Company.
     Ms.Wilson  is seeking  $900,000 in damages,  representing  commissions  due
     under the agreement,  and an unstated amount of alleged damages regarding a
     claim of slander.  The  material  allegations  of the  complaint  have been
     denied and the  Company has filed  counterclaims  for  $2,000,000  alleging
     breach of contract,  breach of duty of good faith and fair dealing,  breach
     of fiduciary duty,  theft of trade secrets and tortious  interference  with
     prospective  economic advantage.  Discovery in this matter is ongoing.  Ms.
     Wilson  subsequently  has filed a motion to amend her claim to increase the
     amount. This motion is pending before the court.

     CORONET GROUP, INC. V. EUROPE CRAFT IMPORTS, INC.:
     -------------------------------------------------

     Coronet has sued Europe Craft Imports,  Inc., a wholly-owned  subsidiary of
     the Company,  in the Supreme Court of the State of New York,  County of New
     York,  claiming that Europe Craft breached a license  agreement as Licensor
     of the Members Only trademark to Coronet,  and seeking damages in excess of
     $1,000,000.  Europe Craft has  counter-claimed  for unpaid future royalties
     under the  agreement and intends to vigorously  dispute  Coronet's  claims.
     Discovery is complete and the Company intends to move for summary judgement

     CAMPERS WORLD  INTERNATIONAL,  INC. V. PERRY ELLIS  INTERNATIONAL  AND ARIS
     INDUSTRIES, INC.:
     ---------------------------------------------------------------------------

     Campers World  instituted an action in the United States District Court for
     the  Southern  District  of New York in January  2002  against  Perry Ellis
     International,  Inc.  ("PEI") and the Company.  The complaint  alleges that
     Campers World purchased  approximately 460,000 pairs of PEI jeans from Aris
     for  approximately  $4,600,000 and subsequently sold those jeans to Costco.
     PEI

                                       19
<PAGE>


     thereafter  informed  Costco  that the sale by  Campers  World to it was an
     unauthorized  use of PEI's  trademarks  and that Aris was not authorized to
     sell the jeans to Campers  World or to permit it to allow  Campers World to
     sell jeans to Costco.  Campers World seeks return of the purchase price and
     other damages from Aris.  PEI has also asserted a cross-claim  against Aris
     and its  subsidiaries  and the Company's chief executive  officer  alleging
     that Aris violated various license  agreements  regarding PEI's trademarks.
     Aris  has  answered  the  Campers  World  complaint  denying  the  material
     allegations.  In  particular,  Aris denies that it made the sale to Campers
     World  that is the  subject  of its  complaint.  Aris has also  denied  the
     material allegations of PEI's cross- claim, and recently filed a motion for
     summary judgement to dismiss the trademark  infringement  claims brought by
     PEI. Aris intends to vigorously defend the claims and cross-claims.

     MELVILLE  REALTY  COMPANY,  INC.V XOXO,  EUROPE CRAFT  IMPORTS AND ARIS, AS
     SUCCESSOR TO LOLA INC.
     ---------------------------------------------------------------------------

     Melville  instituted  an  action in the  Supreme  Court of the State of New
     York,  County of New York claiming that the Company is liable on an alleged
     guaranty by Lola, Inc. on rent obligations of 8-3 Retailing Inc. ("8-3"), a
     subsidiary  of Aris,  pertaining  to a  sublease  of a retail  store at 732
     Broadway,  New York, New York.  This action does not allege an acceleration
     of rent obligations.  This action seeks  compensatory  damages of $391,964,
     along with sums "to become due pursuant to the terms of the Sublease". This
     litigation is being vigorously defended.

     426 WEST BROADWAY ASSOCIATES, L.P. V ARIS, 8-3, XOXO, 8-3 D/B/A XOXO, LOLA,
     INC.,  XOXO OUTLETS INC., 8-3 A/K/A 8-3 RETAIL INC.  A/K/A XOXO,  ECI, XOXO
     CLOTHING COMPANY, IN.
     ---------------------------------------------------------------------------

     426 West Broadway  Associates  instituted an action in the Supreme Court of
     the State of New York, County of New York claiming rent arrears on a retail
     store located at 426 West Broadway,  New York, New York.  This action seeks
     compensatory  damages in the sum of $177,127 with interest from 2/1/02, and
     compensatory damages on a claim of "anticipatory breach of lease agreement"
     (however,  this is alleged in lieu of a claim for accelerated  rent,  which
     the lease does not contain or provide for as a remedy).  This litigation is
     being vigorously defended

     BEK TEKSTIL has sued Aris and its subsidiaries allegedly for the nonpayment
     of certain  merchandise  that it claims Aris  wrongfully  refused to accept
     and/or pay for.  The  Company  intends to defend the action on the  grounds
     that it has no evidence of having received the merchandise.

     HITCH & Trail,  Inc. et al. have commenced an action against the Company in
     the State Supreme Court for the County of New York,  all of which have been
     consolidated,   seeking  an   aggregate  of   approximately   $250,000  for
     merchandise  allegedly  delivered  to the  Company and for  commissions  in
     connection  therewith.  The  Company  intends  to defend  the action on the
     grounds  that it has no  evidence of having  received  the  merchandise  in
     question.

     NORWOOD COLLECTION L.P. has commenced an action against the Company seeking
     approximately  $92,000 it allegedly  forwarded to the Company as an advance
     payment for Brooks  Brothers Golf  merchandise.  The Company  contends that
     Grupo  Xtra of New  York,  Inc.  sold the goods  directly  to  Norwood  and
     deposited  such check  without  producing  the goods at issue or delivering
     them to Norwood. The Company intends to defend the claims on that basis.

     SANDY  ALEXANDER INC. has commenced an action in the United States District
     Court  for the  District  of New  Jersey,  as  Assignor  of claims by Media
     Options for approximately  $200,000 (including interest and late penalties)
     that it claims is owed by XOXO. The Company acknowledges that approximately
     $41,000 may be due, but disputes the balance

                                       20
<PAGE>


     GARSON INTERNATIONAL:  The Company filed a complaint against Garson for its
     failure to pay approximately  $95,000 due under an amendment to the license
     agreement.  Garson has filed a counter-claim  against the Company  alleging
     that the Company interfered with its rights under a license agreement.  The
     Company  believes  that  Garson's  counter-claim  is without  merit and was
     interposed solely for the purpose of fostering a settlement.

     CORPORACION  FABRIL has  commenced  an action  against  the  Company in the
     United States District Court for the Southern  District of New York seeking
     $146,431.50  for the delivery of  merchandise it claims the Company did not
     pay for. The Company  intends to defend the action on the basis that it has
     no evidence of having received the goods in question.

     MARTINEZ  & Sons:  Martinez  & Sons was a  contractor  with whom XOXO did a
     substantial amount of sewing.  Martinez & Sons went bankrupt, and therefore
     failed to pay employees.  In December of 2000, XOXO settled with the DOL on
     behalf of 23 employees.  XOXO paid $17,433.44 to settle these claims. Other
     employees  sued, and XOXO settled that case in the amount of $62,000.  Some
     of the  claimants of the DOL  settlement,  as well as two other  employees,
     filed a complaint with the DLSE for unpaid wages totaling $22,318.62.  They
     asserted  that they had not been paid any wages and claimed  that they were
     owed more money than paid in settlement with the DOL. The Company is in the
     process of  investigating  these  matters.  The  Company  received a demand
     letter from a law firm claiming to represent  some of the same  individuals
     involved in the Martinez & Sons DOL settlement and the DLSE  investigation.
     The attorney  representing these 16 former employees have demanded $660,000
     from XOXO. The attorney for these individuals has stated that he may file a
     claim under Business and Professions Code 17200 ET SEQ. This statute allows
     individuals to sue for unfair  business  practices,  and penalties  include
     treble  damages.  It is too  premature at this time to assess  liability in
     this matter.


ITEM 2 CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Form 8K filed May 8, 2003 - Trademark Purchase Agreement

                                       21
<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.

                                      ARIS INDUSTRIES, INC.
                                      (Registrant)

Date: May 13 2003                     By /s/ Paul Spector
                                         -------------------------------
                                             Paul Spector
                                             Chief Financial Officer / Treasurer





                                       22

<PAGE>


                                 CERTIFICATIONS

I, Arnold Simon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Aris Industries, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances  under which such statements
were made, not misleading with respect to the period covered by this
quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation  Date;

5. The  registrant's  other  certifying  officers  and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's  board of directors (or persons  performing the
equivalent  function):

a) all  significant  deficiencies  in the design or operation of internal
controls which could  adversely  affect the  registrant's ability  to  record,
process,  summarize  and  report  financial  data and have identified  for the
registrant's  auditors any material  weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly  report  whether  or not there  were  significant  changes in
internal controls or in other factors that could  significantly  affect
internal controls  subsequent  to the date of our most recent  evaluation,
including any corrective  actions  with  regard  to  significant   deficiencies
and  material weaknesses.

Date: May 13, 2003


/s/ Arnold Simon
-------------------------
Arnold Simon
Chief Executive Officer



                                       23
<PAGE>


I, Paul Spector, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Aris Industries, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances  under which such statements
were made, not misleading with respect to the period covered by this
quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation  Date;

5. The  registrant's  other  certifying  officers  and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's  board of directors (or persons  performing the
equivalent  function):

a) all  significant  deficiencies  in the design or operation of internal
controls which could  adversely  affect the  registrant's ability  to  record,
process,  summarize  and  report  financial  data and have identified  for the
registrant's  auditors any material  weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly  report  whether  or not there  were  significant  changes in
internal controls or in other factors that could  significantly  affect
internal controls  subsequent  to the date of our most recent  evaluation,
including any corrective  actions  with  regard  to  significant   deficiencies
and  material weaknesses.

Date: May 13, 2003


/s/ Paul Spector
---------------------------
Paul Spector
Chief Financial Officer



                                       24
<PAGE>


I, Vincent F. Caputo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Aris Industries, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances  under which such statements
were made, not misleading with respect to the period covered by this
quarterly report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed  such  disclosure  controls and  procedures  to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated  the  effectiveness  of the  registrant's  disclosure  controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation  Date;

5. The  registrant's  other  certifying  officers  and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's  board of directors (or persons  performing the
equivalent  function):

a) all  significant  deficiencies  in the design or operation of internal
controls which could  adversely  affect the  registrant's ability  to  record,
process,  summarize  and  report  financial  data and have identified  for the
registrant's  auditors any material  weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees  who  have a  significant  role  in the  registrant's  internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly  report  whether  or not there  were  significant  changes in
internal controls or in other factors that could  significantly  affect
internal controls  subsequent  to the date of our most recent  evaluation,
including any corrective  actions  with  regard  to  significant   deficiencies
and  material weaknesses.

Date: May 13, 2003


/s/ Vincent F. Caputo
----------------------------
Vincent F. Caputo
Principal Accounting Officer



                                       25
<PAGE>


(c)  INDEX TO EXHIBITS

                                                               Filed as Indicate
                                                              Exhibit to Documen
                                                                 Referenced in
Exhibit No.                     Description                       Footnote No.
-----------                     -----------                   ------------------
    3.3        Restated Certificate of Incorporation filed            (3)
               on June 30, 1993

    3.4        Amended and Restated By-Laws effective June            (3)
               30, 1993

    3.5        Amendment to the Restated Certificate of               (20)
               Incorporation filed with the Secretary of
               State on July 29, 1999

    3.6        Amendment to the Restated Certificate of               (21)
               Incorporation filed with the Secretary of
               State in January 2001

    10.67      Series A Junior Secured Note Agreement dated           (3)
               as of June 30, 1993 between Registrant and
               BNY Financial Corporation.

    10.68      Series A Junior Secured Note dated as of June          (3)
               30, 1993 issued by Registrant to BNY
               Financial Corporation.

    10.72      Secondary Pledge Agreement dated as of June            (3)
               30, 1993 between Registrant, BNY Financial
               Corporation and AIF II, L.P.

    10.81      Form of Indemnification Agreement dated as of          (3)
               June 30, 1993 between Registrant and each
               member of Registrant's Board of Directors.

    10.99      Warrant dated September 30, 1996 issued by             (10)
               Aris Industries, Inc. to Heller Financial,
               Inc.

    10.111     Securities Purchase Agreement, dated as of             (17)
               February 26, 1999, between Aris Industries,
               Inc., Apollo Aris Partners, L.P., AIF, L.P.,
               The Simon Group, L.L.C. and Arnold Simon.

    10.112     Shareholders Agreement, dated as of February           (17)
               26, 1999, between Aris Industries, Inc.,
               Apollo Aris Partners, L.P., AIF, L.P., The
               Simon Group, L.L.C. and Charles S. Ramat.


                                       26
<PAGE>


                                                               Filed as Indicate
                                                              Exhibit to Documen
                                                                 Referenced in
Exhibit No.                     Description                       Footnote No.
-----------                     -----------                   ------------------
    10.113     Equity Registration Rights Agreement, dated            (17)
               as of February 26, 1999, between Aris
               Industries, Inc., Apollo Aris Partners, L.P.,
               AIF, L.P., The Simon Group, L.L.C. and
               Charles S. Ramat.

    10.115     Financing Agreement dated February 26, 1999            (18)
               by and among the Company and its Subsidiaries
               and CIT Commercial Group, Inc. and the other
               Financial Industries named therein.

    10.118     Employment Agreement by and among the                  (19)
               Registrant, Europe Craft Imports, Inc., ECI
               Sportswear, Inc., XOXO and Gregg Fiene, dated
               August 10, 1999.

    10.119     Employment Agreement by and among the                  (19)
               Registrant, ECI, ECI Sportswear, Inc., XOXO
               and Gregg Fiene, dated August 10, 1999.

    10.120     Shareholders' Agreement by and among the               (19)
               Registrant, The Simon Group, LLC, Gregg
               Fiene, Michele Bohbot and Lynne Hanson, dated
               August 10, 1999.

    10.121     Amendment No. 2 to Financing Agreement by and          (19)
               among Aris Industries, Inc., Europe Craft
               Imports, Inc., ECI Sportswear, Inc., Stetson
               Clothing Company, Inc., XOXO; the Financial
               Institutions from time to time party to the
               Financing Agreement, as Lenders; and The CIT
               Group/Commercial Services, Inc. as Agent,
               dated August 10, 1999.

    10.122     Amended and Restated 1993 Stock Option Plan            (16)

    10.123     Employment Agreement with Steven Feiner                (21)

    10.125     Agreement between the Company and certain of           (21)
               its subsidiaries and Grupo Xtra dated
               January, 2001

    10.126     Form Securities Purchase Agreement Dated as            (21)
               of February, 2001 between the Company and KC
               Aris Fund I, L.P.

    10.127     Trademark License Agreement Adamson Apparel,           (22)
               Inc.

    10.128     Trademark Purchase Agreement                           (23)

    21         List of Subsidiaries                                   (21)


                                       27
<PAGE>


                                                               Filed as Indicate
                                                              Exhibit to Documen
                                                                 Referenced in
Exhibit No.                     Description                       Footnote No.
-----------                     -----------                   ------------------
    99.1       Certification under Section 906 of the                 (24)
               Sarbanes/Oxley Act

    99.2       Certification under Section 906 of the                 (24)
               Sarbanes/Oxley Act

----------------
(1)        Omitted

(2)        Omitted.

(3)        Filed as the indicated Exhibit to the Report on Form 8-K dated June
           30, 1993 and incorporated herein by reference.

(4) - (9)  Omitted.

(10)       Filed as the indicated Exhibit to the Report on Form 8-K dated
           September 30, 1996 and incorporated herein by reference.

(11)       Omitted.

(13)       Omitted

(14)       Omitted

(15)       Omitted

(16)       Filed as Annex A to the Company's Proxy Statement filed with the
           Commission on May 27, 1999, and incorporated herein by reference.

(17)       Filed as the indicated Exhibit to the Report on Form 8-K dated
           February 26, 1999 and incorporated herein by reference.

(18)       Filed as Exhibit 10.115 to the Annual Report on Form 10-K filed with
           the Commission on or about April 13, 1999 and incorporated herein by
           reference.

(19)       Filed as Exhibit to the Report on Form 8-K dated August 24, 1999.

(20)       Omitted.

(21)       Filed as Exhibit to Annual Report on Form 10-K filed with the
           Commission on April 15, 2002.

(22)       Filed as an Exhibit to Form 10Q for the Quarter Ended September 30,
           2002

(23)       Filed as an Exhibit to Form 8K filed May 8, 2003

(24)       Filed herewith


                                       28
<PAGE>


----------------
*    The Schedules and Exhibits to such Agreements have not been filed by the
     Company, who hereby undertakes to file such schedules and exhibits upon
     request of the Commission.








                                       29