<PAGE>   1

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

                                 FORM  10 - Q/A
    

[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934

       For the quarterly period ended September 30, 1996

                                       OR

[    ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                EXCHANGE ACT OF 1934

       For the transition period from   ________ to ________


       Commission file number 33-80570


                             APPAREL VENTURES, INC.
             ------------------------------------------------------
             (Exact Name of Registrant as specified in its charter)


                  DELAWARE                                95 - 4475766
       -------------------------------                -------------------
       (State or other jurisdiction of                 (I.R.S. Employer
        incorporation or organization)                Identification No.)


       204 West Rosecrans, Gardena, California                90248
       ----------------------------------------            ----------
       (Address of principal executive offices)            (Zip Code)

                                (310) 538 - 4980
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                 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
         the past 90 days.

         Yes   X                         No
             -----                          -----

       Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.

       AT OCTOBER 29, 1996, 1,000 SHARES OF $.01 PAR VALUE COMMON STOCK OF THE
REGISTRANT WERE OUTSTANDING.
<PAGE>   2
                             APPAREL VENTURES, INC.

                                     INDEX


<TABLE>
<CAPTION>
                                                                           Page   
                                                                         ---------
<S>                                                                            <C>
PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

         Consolidated Balance Sheet as of September 30, 1996 (Unaudited)
              and June 30, 1996.                                                3

         Consolidated Statement of Operations for the Three Months ended
              September 30, 1996 and 1995 (Unaudited).                          4

         Consolidated Statement of Cash Flows for the Three Months ended
              September 30, 1996 and 1995 (Unaudited).                          5

         Notes to Consolidated Financial Statements (Unaudited).                6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
              OPERATIONS AND FINANCIAL CONDITION.                               9


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                                    11

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8 - K                                   11

SIGNATURE                                                                      11

EXHIBIT INDEX                                                                  12
</TABLE>
<PAGE>   3
PART  I  -  FINANCIAL INFORMATION
ITEM  1  -  FINANCIAL STATEMENTS

                             APPAREL VENTURES, INC.

                           CONSOLIDATED BALANCE SHEET

                                  A S S E T S
   

<TABLE>
<CAPTION>
                                                SEPTEMBER 30,       
                                                    1996            JUNE 30,
                                                (Unaudited)           1996   
                                               --------------    --------------
<S>                                               <C>              <C>
CURRENT ASSETS
   Cash                                           $1,504,000       $   244,000
   Due from factor                                 3,785,000        15,809,000
   Accounts receivable, net of
      allowance for doubtful accounts and
      discounts of $438,000 and $425,000           1,086,000         2,528,000
   Inventories                                    12,441,000         7,684,000
   Deferred charges                                1,960,000         1,960,000
   Deferred income taxes                           2,549,000           999,000
   Prepaid expenses                                  373,000           227,000 
                                               --------------    --------------

        Total current assets                      23,698,000        29,451,000 
                                               --------------    --------------

PROPERTY AND EQUIPMENT, at cost, net of
   accumulated depreciation and amortization       4,670,000         4,810,000

OTHER ASSETS
   Goodwill and organizational costs, net of
     accumulated amortization of $700,000
     and $616,000                                 12,680,000        12,764,000
   Deferred loan costs, net of accumulated
     amortization of $1,482,000 and
     $1,353,000                                    1,981,000         2,110,000
   Deferred income taxes                           2,368,000         2,368,000
   Other                                             522,000           546,000 
                                               --------------    --------------

                                                 $45,919,000       $52,049,000 
                                               ==============    ==============

            LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
   Line of credit                              $                 $  4,144,000
   Accounts payable                               4,189,000         1,500,000
   Accrued interest and other                     3,181,000         4,458,000
   Current portion of notes payable                  85,000           128,000 
                                              --------------    --------------

        Total current liabilities                 7,455,000        10,230,000 
                                              --------------    --------------

SENIOR NOTES PAYABLE                             35,483,000        35,459,000

NOTE PAYABLE TO BANK                              2,450,000         2,450,000

NOTES PAYABLE, net of current portion              91,000           109,000

COMMITMENTS

STOCKHOLDER'S EQUITY
   Common stock $.01 par value, 10,000
       shares authorized, 1,000 shares
       issued and outstanding                         1,000             1,000
   Additional paid - in capital                  11,053,000        11,053,000
   Due from parent                                  (15,000)          (15,000)
   Cumulative translation adjustment                (48,000)          (48,000)
   Accumulated deficit                          (10,551,000)       (7,190,000)
                                              --------------    --------------
                                                    440,000         3,801,000 
                                              --------------    --------------

                                                $45,919,000       $52,049,000 
                                              ==============    ==============
</TABLE>
    

                See notes to consolidated financial statements.
<PAGE>   4
                            APPAREL VENTURES, INC.

                      CONSOLIDATED STATEMENT OF OPERATIONS
                 THREE MONTHS ENDED SEPTEMBER 30, 1996 and 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                     1996              1995 
                                               --------------    --------------
<S>                                               <C>               <C>
NET SALES                                         $3,356,000        $8,283,000

COST OF SALES                                      2,687,000         7,713,000 
                                               --------------    --------------

        Gross profit                                 669,000           570,000

OPERATING EXPENSES
   Design                                            649,000           686,000
   Selling                                         1,006,000         1,168,000
   Shipping                                          288,000           349,000
   General and administrative                      2,132,000         2,094,000 
                                               --------------    --------------
                                                   4,075,000         4,297,000 
                                               --------------    --------------

        Loss from operations                      (3,406,000)       (3,727,000)
                                               --------------    --------------

OTHER (EXPENSE) INCOME
   Interest expense, including
   amortization of deferred
       loan costs of $130,000 and $153,000        (1,353,000)       (1,770,000)
   Interest income                                     5,000             3,000
   Royalty income                                     43,000            77,000
   Miscellaneous                                    (199,000)           22,000 
                                               --------------    --------------
                                                  (1,504,000)       (1,668,000)
                                               --------------    --------------

LOSS BEFORE INCOME TAXES                          (4,910,000)       (5,395,000)

INCOME TAX BENEFIT                                 1,550,000         1,931,000 
                                               --------------    --------------

NET LOSS                                         ($3,360,000)      ($3,464,000)
                                               ==============    ==============
</TABLE>



                See notes to consolidated financial statements.
<PAGE>   5

                             APPAREL VENTURES, INC.

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                 THREE MONTHS ENDED SEPTEMBER 30, 1996 and 1995
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                          1996               1995
CASH FLOWS FROM OPERATING ACTIVITIES                ---------------     --------------
<S>                                                    <C>                <C>
   Net loss                                            ($3,360,000)       ($3,464,000)
   Depreciation and amortization                           470,000            510,000
   Other                                                    (5,000)            30,000
   Changes in assets and liabilities
        Due from factor                                 12,024,000          4,523,000
        Accounts receivable, net                         1,442,000            683,000
        Inventories                                     (4,757,000)         1,673,000
        Deferred income tax benefits                    (1,550,000)        (1,931,000)
        Prepaid expenses and other assets                 (122,000)          (358,000)
        Accounts payable                                 2,689,000         (1,618,000)
        Accrued expenses                                (1,277,000)        (1,747,000)
                                                    ---------------     --------------
   Net cash provided (used) by operating activities      5,554,000         (1,699,000)
                                                    ---------------     --------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchases of equipment                                 (113,000)          (158,000)
                                                    ---------------     --------------
   Net cash used by investing activities                  (113,000)          (158,000)
                                                    ---------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Repayment of line of credit                          (4,144,000)          (437,000)
   Borrowing under (repayment of) notes payable            (37,000)           104,000
   Borrowing from officer, net                                 --           2,075,000 
                                                    ---------------     --------------
   Net cash provided (used) by financing activities     (4,181,000)         1,742,000 
                                                    ---------------     --------------


NET INCREASE (DECREASE) IN CASH                          1,260,000           (115,000)

CASH, beginning of period                                  244,000            207,000 
                                                    ---------------     --------------

CASH, end of period                                     $1,504,000            $92,000 
                                                    ===============     ===============
</TABLE>

                See notes to consolidated financial statements.
<PAGE>   6
                             APPAREL VENTURES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         SEPTEMBER 30, 1996  AND  1995
                                  (Unaudited)


NOTE  1  -  BASIS OF PRESENTATION

      In the opinion of management the accompanying financial statements
reflect all adjustments (consisting of normal recurring adjustments) which are
necessary for a fair presentation of the changes in financial position, results
of operations and cash flows for the interim periods reported.

      The results of operations for the three months ended September 30, 1996
are not necessarily indicative of the results to be expected for the full year.

      The accompanying financial statements should be read with reference to 
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained herein and the Notes to consolidated financial
statements, as set forth in the Company's Form 10 - K filing for the fiscal
year ended June 30, 1996.

COMPANY BACKGROUND  - Apparel Ventures, Inc. (the "Company") is a wholly owned
subsidiary of AVI Holdings, Inc.  The Company was incorporated in Delaware
under the name of AVI Acquisition Co. effective April 20, 1994 and concurrent
with a series of transactions on May 23, 1994, changed its name to Apparel
Ventures, Inc.

PRINCIPLES OF CONSOLIDATION - The consolidated financial statements include the
accounts of the Company and its 79% - owned Portuguese subsidiary, Apparel
Ventures Europa-Textil, LDA.  Significant intercompany accounts and
transactions are eliminated in consolidation.

   
REVENUE RECOGNITION - Revenue is recognized when shipment of product occurs.
An estimate for returns and allowances is recorded against gross sales amounts
to arrive at net sales.
    

NATURE OF BUSINESS - The Company is headquartered in Gardena, California and
designs, manufactures and markets branded women's swimwear.  The Company offers
ten proprietary lines catering to the Junior and Missy categories, distributed
through major department stores and specialty retail stores nationwide and,
through its subsidiary, throughout Europe.

TRANSLATION OF FOREIGN CURRENCIES - Cumulative translation adjustments, which
arise from consolidating Portuguese operations, are included in stockholder's
equity.

   
ADVERTISING COSTS - Advertising costs are expensed in the period incurred.
    


NOTE  2  -  INVENTORIES

      Inventories consist of the following:

<TABLE>
<CAPTION>
                                 September 30,     June 30,
                                     1996            1996    
                                 ------------     -----------
        <S>                      <C>              <C>
        Piece goods and trim      $5,664,000      $3,769,000
        Work-in-process            2,864,000         836,000
        Finished goods             3,913,000       3,079,000 
                                 ------------     -----------

                                 $12,441,000      $7,684,000 
                                 ============     ===========
</TABLE>




<PAGE>   7
NOTE 3 - LINE OF CREDIT

    The Company has a line of credit with a bank (the "Credit Facility")
which provides for advances and commercial letters of credit of up to $32.0
million through May 23, 1999.  The Credit Facility has a sublimit of $3.0
million for commercial letters of credit.  Borrowings are limited to a
predetermined percentage of eligible factored accounts receivable, plus a
seasonal overadvance of $2.5 million during September and increasing to $4.5
million from October to March 15, of each year, the amount of which is tied to
bookings.  Interest on base borrowings is charged at the bank's prime rate plus
1/2%, while interest on seasonal overadvances is charged at the bank's prime
rate plus 1 1/2%.  The Credit Facility is collateralized by receivables,
finished goods inventories, and general intangibles.

    The credit agreement includes a $2,450,000 term loan due December 5, 1998.
Interest on the term loan is payable monthly at the bank's prime rate.  The
term loan is collateralized by receivables, finished goods inventories, and
general intangibles of the Company as well as certain personal assets pledged
by the Company's President.

    The Credit Facility contains covenants requiring the maintenance of minimum
tangible net worth, fixed charge coverage ratios and other matters.  The
Company was in compliance with these covenants for the quarter ended September
30, 1996.


NOTE 4 - SENIOR NOTES PAYABLE

    On May 23, 1994, the Company issued $40 million principal amount of Series
A Senior Notes.  The Senior Notes are due December 30, 2000 and bear interest
of 12 1/4%, payable July 1 and January 1 each year.  The Senior Notes were
issued at a discount of $800,000, which is being amortized over the term of the
Senior Notes to yield a constant interest rate of 12.7%.  As of September 30,
1996 there is $36.0 million principal amount of bonds outstanding net of
$517,000 in unamortized discount.

    The Company may redeem the Senior Notes, subject to a premium for
redemption, after December 31, 1998.  The Senior Notes contain certain
restrictions requiring the Company to offer to redeem the Senior Notes
including a premium for redemption, in the event of a change in control of the
Company.

    The indenture governing the Senior Notes contains customary covenants
regarding maintaining specified ratios of earnings to fixed charges,
restrictions on transactions with officers and affiliates, and other matters.
For the year ended June 30, 1996 the Company failed to meet the fixed charge
coverage ratio covenant required by the indenture.  The bondholders agreed to
waive the violation and forego their right to require redemption of 10% of the
bonds.  As part of this agreement with the Company, the bondholders received
stock warrants allowing them to purchase an additional 5% of the outstanding
shares of the Parent company's common stock at $0.01 per share.  The fair value
of the warrants is estimated between $100,000 and $200,000.  Although the value
of the warrants has not been recorded by the Company, management is of the
opinion that the effect of the transaction would not be significant to the
Company's operating results or financial position.

    The fair value of the senior notes payable is determined based on the
estimated current rates available to the Company for debt of similar maturities
and terms.  The fair value of senior notes payable as of September 30, 1996 is
estimated to be between $37.5 million and $39.5 million.


NOTE 5 - COMMITMENT - PARENT COMPANY CAPITAL STRUCTURE

    In connection with the acquisition of the Company, AVI Holdings, Inc. (the
"Parent") issued $10 million of Subordinated Senior Notes, $3.8 million of
Subordinated Junior Notes, $300,000 of common stock, $1.7 million of Class A
Preferred Stock, $1.7 million of Class B Preferred Stock and $1.0 million of
Class C Stock.  A Subordinated Junior Note in the amount of $650,000 was
immediately repaid in full for $350,000.  Since the Company is a wholly - owned
subsidiary of the Parent and is the sole operating unit of the consolidated
entity, the Company is the sole source of any cash to be paid by the parent on
such securities in the form of interest, dividends or principal repayments.
The cash required by the Parent to make these payments will be provided by
dividends or cash advances by the Company.  While the Parent company's debt
service requirements will be funded by the Company, the debt of the Parent is
not reflected in the balance sheet of the Company since the Company has not
guaranteed, pledged assets as security for, or have plans, intentions, or a
requirement to directly assume or repay the Parent company's organizational
obligations.


<PAGE>   8
    On December 5, 1995, in order for the Company to obtain waivers of certain
defaults from the Senior Note holders, the Parent authorized the issuance of
6,450 shares of Class D Preferred Stock and issued to certain subscribers 4,000
shares of Class D Preferred Stock for cash consideration of $4.0 million.  Such
proceeds were then contributed by the Parent to the Company.

    The $10.0 million Senior Subordinated Notes issued by the Parent bear
interest at 12% and require semi-annual interest payments on April 30 and
October 31 each year, commencing October 31, 1994.  The notes are due on April
30, 2004.  The remaining $3.15 million Junior Subordinated Notes bear interest
at 10.78% and require semi-annual interest payments on the 150th day following
the second and fourth quarter of each fiscal year, commencing with the second
fiscal quarter ended December 31, 1994.  The notes are due in equal annual
installments on June 30, 2002, 2003 and 2004.  In the aggregate, annual debt
service requirements for each of the next 5 years is $1,540,000.

    The Company has not met the fixed charge ratio requirement and therefore is
precluded under its bond indenture from making any advances to the Parent for
its payment obligation.  However, the Parent has satisfied these payment
obligations by issuing promissory notes (bearing interest at the default rate)
in the amounts of the interest due.

    All classes of preferred stock of the Parent are 6% cumulative shares.  The
dividends shall be paid, at the option of the Board of Directors, in the form
of cash or preferred stock, payable November 1 of each year.  The payment of
cash dividends shall be restricted if such payment would result, directly or
indirectly, in a default under any obligation of the Company.  The preferred
shares may be redeemed at any time for $1,000 per share plus accrued but unpaid
dividends.  All shares not previously redeemed shall be redeemed by payment of
cash of $1,000 per share plus all accrued and unpaid dividends on September 30,
2004.

NOTE 6 - FINANCIAL INSTRUMENTS

    Statements of Financial Accounting Standard No. 107 "Disclosures About
Fair Value of Financial Instruments" (SFAS 107) requires the disclosure of the
fair market value of financial instruments for which it is practicable to
estimate fair value. The Company's financial instruments include cash,
receivables, accounts payable, line of credit, notes payable, and senior notes
payable.  The Company considers the carrying amounts of all financial
instruments except for senior notes payable to approximate their fair value.
The estimated fair value of senior notes payable is indicated in Note 4.

   
NOTE 7 - ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED ASSETS

    The Company has adopted the provisions of Statement of Financial Accounting
Standard No. 121 (SFAS 121), "Accounting for the Impairment of Long-Lived
Assets" effective July 1, 1996. Long-lived assets such as property and
equipment, goodwill, trademarks, and other intangibles are recorded at cost,
and the cost is reduced over time by depreciation and amortization. SFAS 121
requires that long-lived assets be periodically evaluated and a loss recognized
should the carrying amount of the assets be considered unrecoverable.
Management has determined that there has been no effect on the Company's
financial condition or results of operations as a result of adoption of this
accounting standard.
    

    

<PAGE>   9
PART  I  -  FINANCIAL INFORMATION

                            APPAREL VENTURES,  INC.

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


     The following is management's discussion and analysis of certain
significant factors which have affected the Company's financial position and
operating results during the periods included in the accompanying consolidated
financial statements.

RESULTS OF OPERATIONS

     The following table sets forth information with respect to the percentage
relationship of net sales of certain items of the consolidated statement of 
operations of the Company for the three months ended September 30, 1996 and
1995.

<TABLE>
<CAPTION>
                                                Three Months Ended September 30,           
                                     ------------------------------------------------------
                                              1996        %                1995       %    
                                     --------------   ----------    ------------  ---------
<S>                                    <C>               <C>        <C>              <C>
NET SALES                               $3,356,000        100.0%     $8,283,000      100.0%

COST OF SALES                            2,687,000         80.1%      7,713,000       93.1%
                                     --------------                 ------------           

          Gross profit                     669,000         19.9%        570,000        6.9%

OPERATING EXPENSES
     Design                                649,000                      686,000
     Selling                             1,006,000                    1,168,000
     Shipping                              288,000                      349,000
     General and administrative          2,132,000                    2,094,000 
                                     --------------                 ------------
                                         4,075,000        121.4%      4,297,000       51.9%
                                     --------------                 ------------           

          Loss from operations          (3,406,000)      -101.5%     (3,727,000)     -45.0%

OTHER (EXPENSE) INCOME
     Interest expense                   (1,353,000)                  (1,770,000)
     Interest income                         5,000                        3,000
     Royalty income                         43,000                       77,000
     Miscellaneous                        (199,000)                      22,000 
                                     --------------                 ------------
                                        (1,504,000)       -44.8%     (1,668,000)     -20.1%
                                     --------------                 ------------           

LOSS BEFORE INCOME TAXES                (4,910,000)      -146.3%     (5,395,000)     -65.1%

INCOME TAX BENEFIT                       1,550,000         46.2%      1,931,000       23.3%
                                     --------------                 ------------           

NET LOSS                               ($3,360,000)      -100.1%    ($3,464,000)     -41.8%
                                     ==============                 ============
</TABLE>


NET SALES

     Net sales for the first three months of fiscal 1997 decreased by $4.9
million as compared to the same period of fiscal 1996.  This sales decrease was
primarily due to a reduction in the sale of prior season merchandise; the
direct result of lower finished goods inventory levels at season's end.  During
the comparable period in fiscal year 1996, the Company had sold $5.5 million or
448,000 units of prior season merchandise.  Sales returns and allowances also
decreased by $0.5 million primarily the result of the elimination of the
"preview" line for the La Blanca label in the fourth quarter of fiscal 1996 and
an improved performance of the brands in fiscal 1996.  Sales of current season
merchandise for the first three months of fiscal 1997 were comparable with the
same period of fiscal 1996.


<PAGE>   10
GROSS PROFIT

    Although net sales decreased significantly during the first quarter of
fiscal 1997, gross profit was $0.1 million greater than the same period of
fiscal 1996. This gross margin improvement is due to the significant decrease
in sales of prior season merchandise (which are generally sold at or below
cost), lower returns and allowances, and slightly higher gross profit margins
on current season merchandise.

OPERATING EXPENSES

    Operating expenses decreased by $0.2 million or 5.3% which was the direct
result of lower sales volume.  In summation, advertising expense declined by
$0.2 million; distribution expense declined by $0.1 million; and other costs
increased slightly by $0.1 million.  Operating expenses were 121.5% of net
sales in the current fiscal quarter as compared to 51.9% of net sales in the
same period of fiscal 1996.  This increase in operating expense as a percentage
of net sales was due to the significant decrease in net sales while operating
expenses remained relatively constant.

OTHER EXPENSES

    Other expenses decreased $0.2 million or 10% due primarily to a reduction
in interest expense of $0.4 million (as a result of improved liquidity of the
Company at June 30, 1996), which was offset by a $0.2 million increase in other
expenses primarily relating to the litigation settlement and related
professional fees.


LIQUIDITY AND CAPITAL RESOURCES

    The Company's working capital requirements are seasonal, with peak needs
arising near the end of the third quarter and the beginning of the fourth
quarter of the fiscal year, primarily as a result of building inventories in
the first and second quarters of the fiscal year to supply third and fourth
quarter demand and the financing of accounts receivable in the fourth quarter
of the fiscal year.
   

    In early fiscal 1996, due to lack of financial control and the poor
performance of the La Blanca Label at retail during fiscal 1995, the Company
initiated several changes in executive personnel and instituted more
comprehensive financial reporting and controls to improve the Company's
performance.  Taken as a whole, these initiatives have resulted in lower
inventory levels, higher gross profit margins, reduced costs and greater
financial liquidity than in fiscal 1995 and 1996.
    
   
    AVI is planning to form an operating company in Mexico. To support this
Mexican operation AVI will invest approximately $1.0 million in factory building
through a five year lease and approximately $1.0 million in equipment through
fiscal 1998.
    

    The Company does not have any mandatory long-term debt principal payment
requirements until December 1998.  Based upon current levels of operations and
anticipated growth, the Company expects that sufficient cash flow will be
generated from operations so that, with the other financing alternatives
available to it, the Company will be able to meet all of its debt service
requirements as well as its capital expenditure requirements for the
foreseeable future.

    At September 30, 1996, the net collateral availability under the line of
credit was approximately $8,600,000.


SEASONALITY

    The Company's business is highly seasonal.  In fiscal 1996, approximately
73% of the Company's gross sales were generated in the second half of its
fiscal year.  The Company expects this pattern to continue in its current and
subsequent fiscal years.  This seasonality and the relatively long times
required to design and manufacture new products have led to the development of
this standard selling cycle.  The Company operates with a deficit in cash flow
from operations (seasonal working capital requirements) for the first nine
months of each fiscal year.



<PAGE>   11
PART II.   OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

On June 27, 1995, The Sirena Apparel Group, Inc. ("Sirena") filed a Complaint
in the Superior Court of the State of California against the Company and two of
its employees.  AVI subsequently filed a cross complaint against Sirena.

On September 22, 1996, the Company verbally agreed to an amicable settlement.
The settlement included a cash payment by the Company to Sirena and certain
purchase price concessions to be made to the Company by a foreign sewing
contractor who is also party to the complaint.  The settlement offer was
formally signed and accepted by all parties on October 7, 1996.  Management is
of the opinion that the cash settlement will not significantly affect the
Company's financial position, cash flow and results for the fiscal year 1997.


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

The Exhibits listed in the Index to Exhibits are filed as part of this
Quarterly Report on Form 10-Q.



                                   SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  APPAREL VENTURES, INC.


   

   June 10, 1997                  /s/ WILLIAM F. SINGLETARY 
--------------------              -----------------------------------
       Date
                                  William F. Singletary
                                  Chief Financial Officer
                                  (Duly authorized officer and
                                  principal financial and
                                  accounting officer)

    


<PAGE>   12
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                  Sequential
Exhibit No.             Description of Exhibit                     Page  No. 
---------      -----------------------------------------------    ----------
    <S>        <C>                                                   <C>
    10.4       Amendment No. 5 to Loan and Security Agreement
               dated September 30, 1996 by and between Apparel
               Ventures, Inc. and Fleet Capital Corporation.         13

    27.1       Financial Data Schedule pursuant to Article 5 of
               Regulation S-X.
</TABLE>