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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan

APPLICABLE ONLY TO CORPORATE ISSUERS:
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      The Company is currently engaged in the manufacture, sale and distribution of men's belts, leather accessories, suspenders, and men's jewelry. These products are sold both domestically and internationally, principally through department stores, and also through specialty stores and mass merchandisers. The Company operates a number of factory outlet stores primarily to distribute excess and out of line merchandise.

      The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company experienced operating losses and negative cash flows from operating activities for the years ended December 31, 2003, 2002 and 2001. In addition, as of September 30, 2003 and since that date, including through the date of this Form 10-Q, the Company has not been in compliance with the earnings before interest, taxes, depreciation, and amortization ("EBITDA") covenant in the 2003 Loan and Security Agreement (as amended, the "2003 Loan Agreement") between the Company and Congress Financial Corp. (New England) ("Congress"). As a result, extensions of credit under the 2003 Loan Agreement were at the discretion of Congress at an interest rate 200 basis points higher than the customary rate. In February 2004, the Company and Co ngress entered into an agreement, which has since been extended, under which Congress has agreed not to take any action with respect to the Company's non-compliance with this covenant, and to continue to make loans to the Company on terms set forth in that agreement and in the 2003 Loan Agreement. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

      The Company has taken numerous actions to reduce its operating losses and obtain adequate financing for its working capital needs. Among other initiatives, these actions have included:

      As is customary in the fashion accessories industry, the Company makes modifications to its lines coinciding with the Spring (approximately January - June) and Fall (approximately July - December) seasons. The Company believes that results of operations are more meaningful on a seasonal basis than on a quarterly basis. The timing of shipments can be affected by the availability of materials, retail sales, and fashion trends. These factors may shift volume between quarters within a season differently in one year than in another. Due to seasonality and other factors, the results for the quarter are not necessarily indicative of the results to be expected for the full year.

      Net sales for the quarter ended March 31, 2004 increased $591,000 or 3.2% compared to the quarter ended March

31, 2003. The increase during the quarter was primarily due to higher shipments of the Company's private label accessories, offset in part by reduced sales of certain branded goods and sales to labels for less retailers. During the quarter, the Company commenced shipments under a private label belt program to a major new customer and experienced increases in private label belt, jewelry and small leather goods sales under certain existing merchandise programs with department and chain store retailers. The increase in net sales during the quarter was also due partially to a more favorable economic and retail climate that benefited our department and chain store customers, as well as more aggressive inventory restocking by our customers following the 2003 holiday season.

      Gross profit for the quarter ended March 31, 2004 increased $979,000 or 21.5% compared to the quarter ended March 31, 2003. For the quarter, gross profit expressed as a percentage of net sales increased by 440 basis points to 29.3% from 24.9% compared to the quarter ended March 31, 2003.

      Selling and administrative expenses increased $191,000 or 2.7% for the quarter ended March 31, 2004 compared to the quarter ended March 31, 2003. Selling and administrative expenses expressed as percentage of net sales were 38.0% and 38.2% for the quarters ended March 31, 2004 and 2003, respectively.

      Selling expenses decreased $37,000 or less than 1% compared to the quarter ended March 31, 2003. Selling expenses expressed as a percentage of net sales were 24.7% and 25.7% for the quarters ended March 31, 2004 and 2003, respectively. The reduction for the quarter expressed as a percentage of net sales was mainly due to increased net sales compared to last year. The increase in selling expenses in dollar terms is due mainly to increases in sales commissions, advertising and promotion, and certain other variable selling expenses offset in part by reductions in salaries and wages.

      The Company routinely makes expenditures for advertising and promotion as necessary to maintain and enhance its business. Certain of the Company's license agreements also require specified levels of spending. These expenditures, which consist primarily of media and print advertising and other promotional costs, are included in selling and administrative expenses as incurred. Advertising expenditures for the quarter ended March 31, 2004 totaled $725,000 compared to $643,000 for the quarter ended March 31, 2003.

      Administrative expenses increased $228,000 or 10.0% for the quarter ended March 31, 2004 compared to the quarter ended March 31, 2003. Administrative expenses expressed as a percentage of net sales were 13.3% and 12.5% for the quarters ended March 31, 2004 and 2003, respectively. The increase in administrative expenses both in dollars and expressed as a percentage of net sales during the quarter was mainly due to increased professional fees.

Interest Expense

      Net interest expense increased by $44,000 or 22.2% for the quarter compared to the quarter ended March 31, 2003. This increase was a result of significantly higher borrowing costs offset by average lower borrowings.

      During the first quarter of 2004, the Company and the landlord of its South Norwalk, Connecticut facility entered into an agreement under which the lease for that facility was terminated effective April 1, 2004. The Company paid $250,000 to the landlord upon the signing of the termination agreement, which also provides for payments to the landlord of an additional $1,250,000, in installments, during the period from April 2004 through March 2006. For the quarter ended March 31, 2004, the Company recorded a net gain of $1,090,000 in connection with the lease termination consisting of a $3,348,000 gain associated with the recognition of the remaining balance of a deferred gain on real estate offset in part by $2,084,000 in costs related to the lease termination and $174,000 in severance and other costs in connection with employee terminations. The Company estimates its remaining liabilities under the lease, had it not been terminated, would have been approx imately $2,586,000. The portion of these expenses relating to the first quarter has been included in selling and administrative expenses in the condensed consolidated statement of operations for the quarter ended March 31, 2004.

     At December 31, 2003 and March 31, 2004, the Company has recorded a valuation allowance equal to its net deferred tax asset of $10,245,000. The amount of the deferred tax asset considered realizable could be adjusted in the future if estimates of taxable income or loss for future years are revised based on actual results. The Company has recorded no income tax benefit on the net loss on the condensed consolidated statement of operations for the quarter ended March 31, 2004.

      The Company recorded a valuation allowance at March 31, 2003 equal to its net deferred tax asset of $9,565,000. In April 2003, as a result of net operating loss carrybacks, the Company received a federal income tax refund of approximately $1,365,000, offset by Internal Revenue Service audit adjustments in connection with fiscal years 1996 through 2001 of approximately $632,000. The Company received an additional federal income tax refund of $283,000 during the fourth quarter of 2003. No income tax benefit was recorded on the net loss on the condensed consolidated statement of operations for the quarter ended March 31, 2003.

      The 2003 Loan and Security Agreement was signed by the Company on April 17, 2003, and replaced the Company's Revolving Credit and Security Agreement dated July 27, 1998 with PNC Bank, National Association. The 2003 Loan and Security Agreement is collateralized by substantially all of the Company's assets including domestic accounts receivable, inventory, and machinery and equipment. The 2003 Loan Agreement also prohibits the Company from paying dividends, imposes limits on additional indebtedness for borrowed money, and contains minimum monthly EBITDA requirements. The terms of the 2003 Loan Agreement permit the Company to borrow against a percentage of eligible accounts receivable and eligible inventory at an interest rate based on Wachovia Bank, National Association's ("Wachovia") prime lending rate or at Wachovia's Eurodollar rate plus, in each case, an applicable margin. The Company is required to pay a monthly unused line fee of .5% on the amount by which $25,000,000 exceeds the average daily balance of loans and letters of credit outstanding.

      As discussed above, as of September 30, 2003 and since that date, including through the date of this Form 10-Q, the Company has not been in compliance with the earnings before interest, taxes, depreciation, and amortization ("EBITDA") covenant in the 2003 Loan and Security Agreement. As a result, extensions of credit under the 2003 Loan Agreement were at the discretion of Congress at an interest rate 200 basis points higher than the customary rate. In February 2004, the Company and Congress entered into an agreement, which has since been extended, under which Congress has agreed not to take any action with respect to the Company's non-compliance with this covenant, and to continue to make loans to the Company on terms set forth in that agreement and in the 2003 Loan Agreement. These factors raise substantial doubt about the ability of the Company to continue as a going concern. Although no assurances can be given, the Company believes that attaining ad equate sales revenue, continuing the current program of cost control initiatives, and maintaining cash requirements within the terms of its revolving credit agreement will enable the Company to continue as a going concern.

      The Company has taken numerous actions to reduce its operating losses and obtain adequate financing for its working capital needs. Among others initiatives, these actions have included:

      On April 1, 2004, Marshall Tulin, Chairman of the Board of the Company, (the "Investor"), loaned $350,000 to the Company pursuant to the terms of a convertible subordinated promissory note (the "Note") issued by the Company to the Investor. The Note is expressly subordinate in right of payment to the Company's senior secured debt, has a maturity of three years, and pays interest at an annual rate of 7 percent, payable quarterly. The Investor has the option at maturity to convert the principal amount of his Note into shares of the Company's common stock pursuant to a formula based on the greater of the aggregate market value of the Company, or its going concern value as determined by an investment banking firm or nationally recognized accounting firm, on the conversion date. The number of shares of the Company's common stock that may be issued under the Note may not exceed 10% of the then issued and outstanding shares of the Company's common stock on the conversion date. The Company, at its option, may prepay the Note at any time without premium or penalty.

      The Company's working capital decreased by $2,509,000 during the quarter ended March 31, 2004 compared to a decrease of $2,719,000 for the quarter ended March 31, 2003. The decrease in 2004 was principally due to lower inventories and accounts receivable offset in part by lower bank borrowings. The decrease in 2003 was principally due to higher bank borrowings and accounts payable, offset in part by decreases in all other current liabilities.

      Cash provided by operations during the quarter ended March 31, 2004 was $3,740,000 compared to cash used in operations of $2,965,000 for the quarter ended March 31, 2003. Cash provided by operations primarily reflects decreases in accounts receivable and inventory along with increases in accounts payable and other accrued liabilities and long-term liabilities. Cash used in operations consists primarily of the net loss for the quarter and the net gain on the closing of the Norwalk, Connecticut facility, net of the loss on disposal of its assets. The decrease in inventory for the quarter ended March 31, 2004 compared to the increase during the prior year reflects the Company's new product sourcing model following the closure of its Connecticut belt manufacturing facility. During the fourth quarter of 2003, the Company began sourcing its entire belt requirement from third-party vendors. Belt manufacturing activities during the first quarter of 2003 requir ed substantial purchases of raw materials and related supplies during that period.

      Cash provided by operations during the quarter ended March 31, 2003 was primarily from depreciation and amortization, decreases in accounts receivable and increases in accounts payable and other accruals. Cash used in operations reflects the net loss for the quarter and increases in inventory and prepaid items and a decrease in long-term obligations.

      Cash used in financing activities for the quarter ended March 31, 2004 was $4,201,000 compared to cash provided by financing activities of $2,532,000 for the quarter ended March 31, 2003. Cash used in financing activities during the first quarter of 2004 and cash provided by financing activities during last year's first quarter reflects a net reduction and net increase in borrowings under the Company's revolving credit arrangements, respectively.

      In the ordinary course of business, the Company is contingently liable for performance under letters of credit. At March 31, 2004, outstanding letters of credit totaled $1,486,000. The Company presently is required to pay a fee quarterly equal to 4.25% per annum on outstanding letters of credit.

The following chart summarizes the Company's contractual obligations as of December 31, 2003 (in thousands):

      During the quarter ended March 31, 2004, there were no material changes in the contractual obligations set forth in the above chart except that, as described above, the Company terminated the lease for its Norwalk, Connecticut manufacturing plant and, in connection with that termination, agreed to pay to its former landlord $1,500,000. The Company paid $250,000 initially with the balance of the settlement payable in installments through March 2006. In addition, and as also described above, subsequent to the quarter the Investor loaned the Company $350,000 pursuant to the terms of a three-year convertible, subordinated promissory note.

      Certain of the preceding paragraphs contain "forward looking statements" under the securities laws of the United States. Actual results may vary from anticipated results as a result of various risks and uncertainties, including sales patterns, overall economic conditions, competition, pricing, consumer buying trends and other factors.

      During the quarter ended March 31, 2004, there were no material changes in the information called for by this item from the information contained in Item 7A of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003.