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


                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


         Date of Report (Date of Earliest Event Reported): April 8, 2005


                              TARRANT APPAREL GROUP
               (Exact Name of Registrant as Specified in Charter)


         CALIFORNIA                  0-26006                   95-4181026
(State or Other Jurisdiction       (Commission              (I.R.S. Employer
      of Incorporation)            File Number)             Identification No.)


              3151 EAST WASHINGTON BOULEVARD
                  LOS ANGELES, CALIFORNIA                       90023
         (Address of Principal Executive Offices)             (Zip Code)


                                 (323) 780-8250
              (Registrant's Telephone Number, Including Area Code)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

[_]      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))





ITEM 3.02         UNREGISTERED SALES OF EQUITY SECURITIES.

         On April 8,  2005,  we issued  195,313  shares of our  common  stock to
Nicolas Nunez  pursuant to the terms of an Agreement and Plan of  Reorganization
we entered  into with Mr.  Nunez on March 1, 2000.  The  shares  were  issued as
consideration  for our  acquisition  in 2000 of a company of which Mr. Nunez was
the sole shareholder.  The issuance and sale of these shares was exempt from the
registration and prospectus delivery requirements of the Securities Act pursuant
to Section 4(2) of the  Securities  Act and Rule 506 thereunder as a transaction
not involving any public offering.  Mr. Nunez  represented to us that (a) he was
either an "accredited  investor"  within the meaning of Rule 501 of Regulation D
under  the  Securities  Act of 1933,  or  either  along  or with his  "purchaser
representative"  (within the meaning of Rule 501) was capable of evaluating  the
risk and  merits of an  investment  in the  shares,  and (b) that Mr.  Nunez was
receiving the shares for  investment  and not in connection  with a distribution
thereof.


                                       2



                                    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 hereunto duly authorized.


                                  TARRANT APPAREL GROUP

Date:  April 12, 2005             By:           /S/ CORAZON REYES               
                                       -----------------------------------------
                                       Corazon Reyes, Chief Financial Officer


                                       3