UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-K/A
(Amendment No. 1)

|ý                                                                | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|---------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2006                     
|or                                                              
|o                                                                | 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 000-51483

TRUE RELIGION APPAREL, INC.(Exact Name of Registrant as Specified in Its Charter)

|Delaware(State or Other Jurisdiction
of Incorporation or Organization)         | 98-0352633(I.R.S. Employer
Identification Number)
|------------------------------------------------------------------------------ | -------------------------------------------------
|2263 E. Vernon Ave.
Vernon, California(Address of Principal Executive Offices) | 90058(Zip Code)                                  

(323) 266-3072(Registrant's Telephone Number, Including Area Code)

N/A(Former Name, Former Address and Former Fiscal year, if Changed Since Last Report)

|Securities registered pursuant to Section 12(b) of the Exchange Act:
|--------------------------------------------------------------------
|Common Stock, par value $0.001 per share(Title of Class)            
|Securities registered under Section 12(g) of the Act:               
|None(Title of Class)                                                

Indicate
by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes o    No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o    No ý

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 o    No ý

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendments to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer o |  | Accelerated filer ý |  | Non-accelerated filer o (Do not check if a smaller reporting company) |  | Smaller reporting company o
|------------------------- |  | ------------------- |  | --------------------------------------------------------------------- |  | ---------------------------

Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

The aggregate market value of the common equity held by non-affiliates computed by reference to the price of $17.70 of the registrant's common stock on
the Nasdaq Global Market as of June 30, 2006, the last business day of the registrant's most recently completed second quarter: $247,203,563. As of March 23, 2007, 23,427,986 shares of
common stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III of this Annual Report incorporates information by reference from the registrant's definitive Proxy Statement for its Annual Meeting of Stockholders
that was filed with the SEC on April 13, 2007.



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TRUE RELIGION APPAREL, INC.
FORM 10-K/A ANNUAL REPORT
FISCAL YEAR ENDED DECEMBER 31, 2006

TABLE OF CONTENTS

|           |  |          |  |                                                                                                              |  | Pages
|---------- |  | -------- |  | ------------------------------------------------------------------------------------------------------------ |  | -----
|PART I     |  | 1       
|           |  | Item 1.  |  | Business                                                                                                     |  | 1    
|           |  | Item 1A. |  | Risk Factors                                                                                                 |  | 5    
|           |  | Item 1B. |  | Unresolved Staff Comments                                                                                    |  | 14   
|           |  | Item 2.  |  | Properties                                                                                                   |  | 14   
|           |  | Item 3.  |  | Legal Proceedings                                                                                            |  | 15   
|           |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                          |  | 15   
|PART II    |  | 15      
|           |  | Item 5.  |  | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 15   
|           |  | Item 6.  |  | Selected Financial Data                                                                                      |  | 16   
|           |  | Item 7.  |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                        |  | 18   
|           |  | Item 7A. |  | Quantitative and Qualitative Disclosures about Market Risk                                                   |  | 26   
|           |  | Item 8.  |  | Financial Statements and Supplementary Data                                                                  |  | 27   
|           |  | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         |  | 27   
|           |  | Item 9A. |  | Controls and Procedures                                                                                      |  | 27   
|           |  | Item 9B. |  | Other Information                                                                                            |  | 30   
|PART III   |  | 30      
|           |  | Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       |  | 30   
|           |  | Item 11. |  | Executive Compensation                                                                                       |  | 30   
|           |  | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters              |  | 43   
|           |  | Item 13. |  | Certain Relationships and Related Transactions and Director Independence                                     |  | 43   
|           |  | Item 14. |  | Principal Accountant Fees and Services                                                                       |  | 43   
|PART IV    |  | 44      
|           |  | Item 15. |  | Exhibits, Financial Statements Schedules                                                                     |  | 44   
|SIGNATURES |  |         

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EXPLANATORY NOTE

We are amending our Annual Report on Form 10-K for the year ended December 31, 2006 (the "Form 10-K" or the "Original
Filing"), to amend and restate our consolidated financial statements and other financial information for the years ended December 31, 2006, 2005 and 2004 with respect to errors in the
accounting for stock-based compensation, errors in the tax treatment for certain stock-based compensation and certain other matters.

On
November 7, 2007, the Company announced that the Audit Committee of the Board of Directors determined that income tax expenses associated with the Company's compensation
programs and recorded in the Company's previously issued financial statements were calculated incorrectly and consequently, the Company must restate its previously issued consolidated financial
statements for the fiscal years ended December 31, 2006 and 2005, including the quarters therein, and the quarters ended June 30, 2007 and March 31, 2007. On that date, the
Company also announced that the Audit Committee had concluded that, as a result of the pending restatement, the annual consolidated financial statements for the Company's fiscal years ended
December 31, 2006 and 2005, each of the quarters during those fiscal years, and the quarterly condensed consolidated financial statements for fiscal 2007 appearing in the Company's Quarterly
Reports on Form 10-Q for the quarters ended June 30, 2007 and March 31, 2007, should no longer be relied upon.

Also
on November 7, 2007, the Company announced that in connection with the review of the Company's compensation programs, it voluntarily commenced a review, with the advice and
assistance of its new legal and tax advisors, of its historical equity granting practices.

In
consultation with its professional advisors, management conducted an extensive review of the Company's compensation programs, including its historical stock option and restricted
stock practices and related accounting treatment from 2003 through 2007 (no awards were granted prior to 2003). The outside advisors were retained in 2007 and had no prior relationship with the
Company. Management's review was led by the Company's new Chief Financial Officer and no member of management that participated in the prior grants was part of the team conducting the review.

Management's
review was designed to be comprehensive in scope and included a review of relevant documentation concerning the Company's bonus program, stock options and restricted shares;
gaining an understanding of historical practices and procedures concerning stock option and restricted share grants; a review of relevant and accessible hard copy and electronic (including emails of
particular former employees) documentation; discussions with relevant current employees and officers; and an analysis of legal, accounting, tax and other issues.

As
a result of it internal review, management made the following findings, and the Audit Committee of the Board of Directors has adopted management's conclusions:



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We
also have corrected other quantitative and qualitative errors that were immaterial, in the financial statements included in the Form 10-K. In addition, we have
corrected the provision for income taxes to account for the tax impact of these restatements. See Note 17 in the Notes to the Consolidated Financial Statements included in this Annual Report on
Form 10-K/A for a discussion of these corrections and other reclassifications, and a reconciliation of amounts previously reported to those shown herein.

We
have not modified or updated the disclosures presented in the Form 10-K in this Annual Report on Form 10-K/A, except as required to reflect the
effects of the restatements discussed above. Accordingly, this Annual Report on Form 10-K/A does not reflect events occurring after the filing of the Form 10-K on
March 27, 2007 or modify or update those disclosures affected by subsequent events or discoveries. Events occurring after the filing of the Form 10-K or other disclosures
necessary to reflect subsequent events are addressed in our Quarterly Reports on Form 10-Q for the periods ending March 31, June 30, and September 30, 2007.

We
have not amended and do not intend to amend any of our previously filed Annual Reports on Form 10-K for the periods affected by the restatement or adjustments other
than in this Annual Report on Form 10-K/A, or any of our previously filed Quarterly Reports on Form 10-Q for any period prior to December 31, 2006.

The
Company was unable to timely file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2007, primarily due to the unavailability of
reliable financial information. The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 is being filed concurrently with this Annual Report on
Form 10-K/A, as well as the Company's Quarterly Reports on Form 10-Q/A for the quarters ended March 31, 2007 and June 30, 2007.

As
a result of our failure to file our Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and our Annual Report on Form 10-K for the
year ended December 31, 2007 on a timely basis, we are no longer eligible to use Form S-3 to register our securities with the Securities and Exchange Commission until all
required reports under the Securities Exchange Act of 1934 have been timely filed for the 12 month period prior to the filing of the registration statement for those securities.

This
Annual Report on Form 10-K/A should be read in conjunction with the Company's filing made with the Securities and Exchange Commission subsequent to the filing of
the Form 10-K. For the convenience of the reader, this amended Annual Report on Form 10-K/A sets forth the Original Filing in its entirety, as amended where
necessary to reflect the restatement. The following items have been amended as a result of the restatements described above:

Part IItem 1ARisk
Factors
Part IIItem 6Selected Financial Data

Part IIItem 7Management's
Discussion and Analysis of Financial Condition and Results of Operations

Part IIItem 8Financial
Statements and Supplementary Data
Part IIItem 9AControls and Procedures

Part IIIItem 10Directors
and Executive Officers of the Registrant

Part IIIItem 11Executive
Compensation

Part IIIItem 12Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Part IIIItem 13Certain
Relationships and Related Transactions

Part IVItem 15Exhibits
and Financial Statement Schedules

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CAUTIONARY STATEMENT

The following discussion should be read in conjunction with our consolidated financial statements and the related notes that appear elsewhere in this report. The
following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. You can generally identify forward-looking statements as statements containing the words "will,"
"believe," "expect," "anticipate," "intend," "estimate," "assume" or other similar expressions. Our actual results could differ materially from those discussed in these forward looking statements.
Factors that could cause or contribute to such differences include, but are not limited to; those discussed below and elsewhere in this report, particularly in the section entitled "Risk Factors"
beginning on page 4 of this report.

As
used in this report, the terms "we," "us," "our," and "True Religion" mean True Religion Apparel, Inc. and our subsidiary Guru Denim, Inc., unless otherwise indicated.

PART I.

Item 1. Business.

Overview

We design, develop, manufacture, market, distribute and sell high fashion denim jeans and other apparel including denim jackets, corduroy jeans and jackets,
velvet jeans, fleece jeans and hooded sweatshirts, skirts, shorts, shirts, sweaters and sportswear. We currently manufacture, market, distribute and sell apparel under the brand name "True Religion
Brand Jeans" to fashion-conscious consumers on five continents, including North and South America, Asia, Europe and Australia.

We
market and distribute our products by attendance at industry and trade shows and by entering into sales agency or distribution agreements with independent agents, each of whom is
granted exclusive rights to market and sell our products in its respective territory. We currently have commissioned sales agents in the United States earning sales commissions at 5-8%. We
currently have agreements with international distributors covering more than 50 countries on five continents. Our international distributors purchase products from our Company at a discount for resale
to their customers in their respective territories. Our distributors warehouse our products at their expense and they ship to and collect payment from their customers directly.

Our
products are sold in the United States to Nordstrom, Neiman Marcus (store and catalogue), Saks Fifth Avenue, Barney's New York, Henri Bendel, Bergdorf Goodman, Bloomingdales,
Marshall Field's (now Macy's) and approximately 650 high-end boutiques and specialty stores throughout the United States. We sell through a commission-based independent contractor,
L'Atelier, with showrooms in Los Angeles and New York. Our three largest customers in 2006 were Jameric, Inc. (our Japanese distributor), Nordstrom and Bloomingdales', which
accounted for 25% of our 2006 revenues. In 2005, our three largest customers, Jameric, Nordstrom and Neiman Marcus comprised 40% of our revenues. In 2004, our largest clients were Jameric, Unifa Gmbh
(our German distributor) and Neiman Marcus which accounted for 41% of our 2004 revenues.

Business Strengths

We believe we have several business strengths which help us to successfully execute our strategies. These business strengths include:

Brand Equity.We believe that our brand name is one of the most familiar in premium denim, apparel and accessories and is one
of our most valuable assets. We believe the enduring strength of the True Religion brand name and image is due mainly to our consistent emphasis on innovative and distinctive product designs that
stand for exceptional finish and quality. Our industry is highly competitive and subject to rapidly changing consumer preferences and tastes. The success of our brand depends on our ability to
anticipate the fashion preferences of our customers. We have a team of designers who, under the direction of Jeffrey Lubell, our Chairman and Chief Executive Officer, seeks to identify global fashion
trends and interpret them for the style-conscious consumer while retaining the

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distinctive
True Religion image. By retaining control over advertising and marketing activities from our headquarters in Los Angeles, we maintain the integrity, consistency and direction of the True
Religion brand image worldwide. We control our brand image by controlling the distribution of our products. We sell only to the high-end department and specialty stores that display and
merchandise our products in a way that supports our brand image and is in synch with the lifestyle and shopping experience demanded by our customers.

Advertising and Marketing.We control all of our worldwide advertising, marketing activities and promotional materials from
our headquarters in Los Angeles. True Religion Brand Jeans images have been showcased in dozens of major publications and in broadcast media throughout the United States and worldwide. Our advertising
campaigns promote the True Religion Brand Jeans image with advertising and a consistent emphasis on innovative and distinctive designs.

Wholesale Distribution.We have both domestic and international wholesale distribution channels. Domestic wholesale customers
consist primarily of better department stores and select specialty retailers and upscale boutiques, which have the image and merchandising expertise that we require for the effective presentation of
our products. Leading domestic wholesale customers include Nordstrom, Bloomingdale's, Neiman Marcus, Saks Fifth Avenue, and Barney's New York. Through our network of international distributors, our
products are also found in major cities throughout Africa, Asia, Australia, Europe, the Middle East, North America and South America.

Retail Distribution.At December 31, 2006, we operated four stores, three full-price retail stores and one
factory outlet store. These stores range in size from 800 to 3,000 square feet. Our retail network creates an upscale and inviting shopping environment and enhances our image. Distribution through our
retail stores allows us to influence the merchandising and presentation of our products, build brand equity and test market new product design concepts. Our retail stores carry a full assortment of
men's, women's and children's merchandise. Our factory outlet store is located in one of the country's premier outlet mall, Desert Hills, located outside of Los Angeles.

Our Products

Our principal products are the high fashion jeans, apparel and accessories that we design, market, distribute and sell through our wholly-owned subsidiary Guru
Denim, Inc. under the True Religion Brand Jeans trademarks. These products are sold in the United States and abroad to upscale retailers and boutiques. In addition to denim jeans and jackets,
we sell corduroy jeans and jackets, cotton, twill, linen and velvet pants and jackets, fleece sweat suits and hooded sweatshirts, skirts, knit shirts, t-shirts shorts and sportswear for
men, women and children. Samples of our products can be viewed on our website located at www.truereligionbrandjeans.com.

We
currently sell men's, women's and children's styles. True Religion Brand Jeans are made with high quality fabrics from the United States, Italy, and Japan that are gently and
naturally aged, hand finished and boldly stitched in multiple thread colors. Although we operate in a highly competitive market, what distinguish True Religion Brand Jeans products are the fit and the
unique styling details. Our products are made to look, feel and fit like they have been owned for years. We believe that we have a competitive advantage in the detailing of the design, the quality of
the fabric and the superiority of the fit.

Our
jeans are available in multiple vintage and premium washes all designed to create different looks and effects for day, evening, casual or dressy occasions. Various dark and medium
vintages and the destroyed finish had been the largest sellers in prior years; however our newer variants, cleaner, less distressed washes sold extremely well in 2006, including the 'skinny' leg jean.
A bleach version (off-white) is also available in most styles. In addition, our most popular men's and women's styles are also available in corduroy, cotton and twill in both darker
(winter colors) and lighter (spring and

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summer)
colors. We will continue to expand the overall product line with colored denim in 2007 and an increased assortment of jackets, shorts, cargo pants, mini-skirts, tops, shirts, sweat
suits, cashmere sweaters and a variety of knit tops. In addition, we have produced our best styles in multiple fabrics and thread combinations, especially our Big-T stitching introduced in
the beginning of 2005 and our Super Big-T stitching introduced in 2006.

Business Strategy

Our strategy is to build brand recognition by marketing our products to fashion conscious, affluent consumers who shop in high-end boutiques and
department stores and who want to wear and be seen in the latest and most fashionable jeans and related apparel. We plan to limit distribution to the more exclusive boutiques, specialty stores and
department stores in an effort to maintain the unique nature of our brand. Our True Religion Brand Jeans sell mostly in the range of $170 to $300 per pair at retail; however, we occasionally offer
specialty items at higher prices. For our denim bottoms and other fabrications, we utilize contract manufacturers located in the United States so that we can brand our products as having been "Made in
the U.S.A." Local manufacturing helps us control our costs, ensures fast turnaround of hot products and keeps fixed overhead to a minimum. Many of our jackets and children's products are manufactured
in Mexico, and much of our shirts and sportswear is manufactured in the Far East. We plan to update our product offerings continually to be seen as a trend setter in the better jeans, apparel and
accessories market.

Supply Strategy

We purchase most of our fabrics from United States fabric manufacturers, as well as stretch and other denim from Italy and Japan. We purchase our thread and other
materials from various industry suppliers within the United States. We do not currently have any long-term agreements in place for the supply of our fabric, thread or other raw materials.
Although the fabric that we use in the manufacture of our products is of the highest quality, it is readily available from a large number of suppliers including mills in the United States and abroad.

Manufacturing

We outsource all of our manufacturing to third parties on an order-by-order basis. Currently, we have a number of contract manufacturers
in the United States, Mexico and the Far East who manufacture our garments on an order-by-order basis, and we believe we can meet our current production needs. These
contractors purchase the fabric, sew and finish our products to our design and other specifications.

We
do not own any production equipment. To remain competitive, in recent years we have increasingly sourced our finished products globally. During 2006, we sourced all of our men's and
women's denim jeans from third-party suppliers located in Los Angeles. Most of these finished products are acquired as package purchases where we supply the design and fabric selection and the vendor
delivers the finished product. Our production and sourcing staff in Los Angeles oversees aspects of apparel manufacturing, quality control and production, and researches and develops new sources of
supply.

Sources and Availability of Raw Materials

Our products use a variety of raw materials, principally consisting of woven denim, woven cotton and knitted fabrics and yarns. Historically, our contractors keep
excess supply of raw materials in their factories to aid in speeding replenishment order times. We do not make commitments for raw materials in advance of sales.

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Quality Control

Our quality control program is designed to ensure that products meet our high quality standards. We monitor the quality of our fabrics prior to the production of
garments and inspect prototypes of each product before production runs commence. We also perform random on-site quality control checks during and after production before the garments leave
the contractor. Final random inspections occur when the garments are received in our distribution centers. We believe that our policy of inspecting our products at our distribution centers and at the
vendors' facilities is important to maintain the quality, consistency and reputation of our products.

Competition

The apparel industry is intensely competitive and fragmented. We compete against other small companies like ours, as well as large companies that have a similar
business and large marketing companies, importers and distributors that sell products similar to or competitive with ours. Examples of companies with whom we compete include: Diesel; Giorgio Armani;
Polo Ralph Lauren Corporation; Calvin Klein; Seven For All Mankind; and Citizens For Humanity.

We
believe that our competitive strengths consist of the detailing of the design, the quality of the fabric and the superiority of the fit.

Government Regulation and Supervision

Our operations are subject to the effects of international treaties and regulations such as the North American Free Trade Agreement ("NAFTA"). We are also subject
to the effects of international trade agreements and embargoes by entities such as the World Trade Organization. Generally, these international trade agreements benefit our business rather than burden
it because they tend to reduce trade quotas, duties, taxes and similar impositions. However, these trade agreements may also impose restrictions that could have an adverse impact on our business, by
limiting the countries from whom we can purchase our fabric or other component materials, or limiting the countries where we might market and sell our products.

Labeling
and advertising of our products is subject to regulation by the Federal Trade Commission. We believe that we are in substantial compliance with these regulations.

Research and Development

Jeffrey Lubell and Zihaad Wells are responsible for the design and development of our high fashion denim apparel products. We do not currently have a formal
research and development effort but we plan to continue to develop new products.

Employees

As of December 31, 2006, we had 163 full-time and part-time employees: 38 were management/administration staff, 57 were shipping
and distribution, 38 were retail staff, 15 were design staff and 15 were production staff. None of our employees is subject to a collective bargaining agreement, and we believe that our relations with
our employees are good.

Information Systems

We believe that high levels of automation and technology are essential to maintain our competitive position and support our strategic objectives and we continue
to invest in computer hardware, system applications and networks. Our computer information systems consist of a full range of financial, distribution, merchandising, in-store, supply chain
and other systems. During 2005, we completed the

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implementation
of an integrated financial suite designed to provide increased efficiencies and enhanced controls.

Trademarks

We own numerous trademarks, including True Religion Brand Jeans. As of December 31, 2006, we had approximately 250 United States and internationally
registered trademarks or trademark applications pending with the trademark offices in approximately 170 countries around the world, including the United States. From time to time, we adopt new
trademarks in connection with the marketing of new product lines. We consider our trademarks to have significant value in the marketing of our products and act aggressively to register and protect our
trademarks worldwide.

Like
many well-known brands, our trademarks are subject to infringement. We have staff devoted to the monitoring and aggressive protection of our trademarks worldwide.

Segment Information

See Note 14, Segment Information, included in the consolidated financial statements in Part IIItem 8 of this Annual Report on
Form 10-K.

Other Information

We were incorporated in Nevada in 2001. In order to reincorporate in Delaware in 2005, we merged with and into True Religion Apparel (Delaware), Inc.,
which was our wholly-owned subsidiary formed pursuant to the Delaware General Corporation Law. The name of our Delaware corporation after the merger was "True Religion Apparel, Inc." Our
principal executive offices are located at 2263 E. Vernon Ave., Vernon, California 90058, and our telephone number is (323) 266-3072. Our website is
http://www.truereligionbrandjeans.com. Our Annual Reports on Form 10-K, 10-KSB, Quarterly Reports on Form 10-Q, 10-QSB and Current Reports
on Form 8-K and any amendments to these reports filed or furnished pursuant to Section 13(a) of the Exchange Act are available, free of charge, on our Internet website as
soon as reasonably practicable after we electronically file such materials with, or furnish them to, the Securities and Exchange Commission by clicking on "Investor Relations" on our home page and
proceeding to "SEC Filings." Additionally, our Corporate Code of Conduct, Board of Directors Code of Conduct, Corporate Governance Guidelines and charters for our Audit, Compensation and Nominating
and Governance Committees are available on our Internet website by clicking on "Investor Relations" on our home page and proceeding to "Corporate Governance."

Item 1A. Risk Factors

The matters relating to restatement of the Company's consolidated financial statements may result in litigation and governmental enforcement actions.

As described in the Explanatory Note immediately preceding Part I, Item 1, and in Note 17 "Restatement of Previously Issued Financial
Statements" in Notes to Consolidated Financial Statements in this Annual Report on Form 10-K/A, we have restated our consolidated financial statements and other financial information for the
years 2006, 2005, and 2004 with respect to errors in the accounting for stock-based compensation to employees and errors in the tax treatment for certain stock-based compensation and have corrected
the provisions for income taxes to account for the tax impact of these restatements. The internal review and related activities have required us to incur substantial expenses for legal, accounting,
tax and other professional services, have diverted management's attention from our business, and could in the future harm its business, financial condition, results of operations and cash flows. As a
result we have exposed the Company to risks associated with litigation, regulatory proceedings and government enforcement actions, including the risk that the SEC may disagree with

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the
manner in which the Company has accounted for and reported, or not reported, the financial impact of the restatement which could result in the Company having to further restate its prior financial
statements, amend prior filings with the SEC, or take other actions not currently contemplated.

In
November 2007, the Company received a NASDAQ Staff Determination letter stating that, as a result of the delayed filing of the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2007 (the "September 10-Q"), the Company was not in compliance with the filing requirements for continued
listing as set forth in marketplace Rule 4310(c)(14) and was therefore subject to delisting from the NASDAQ Stock Market. On February 13, 2008, the NASDAQ Listing Qualifications Panel
granted the Company's request for continued listing, subject to the Company filing the September 10-Q, the Form 10-K for the year ended December 31, 2007,
and any required restatements, with the SEC by March 17, 2008, which the Panel subsequently extended to April 30, 2008. On or before April 30, 2008, the Company filed the
September 10-Q, the 10-K for the year ended December 31, 2007, and the restatements to the Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2007 and June 30, 2007 and the Annual Report on Form 10-K/A for the year ended December 31, 2006. The Company believes that it has remedied its
non-compliance with Marketplace Rule 4310(c)(14), subject to NASDAQ's affirmative completion of its compliance protocols. However, if the SEC disagrees with the manner in which the
Company has accounted for and reported, or not reported, the financial impact of equity grants, there could be further delays in filing subsequent SEC reports that might result in delisting of the
Company's common stock from the NASDAQ Global Market.

THE FOLLOWING RISK FACTORS INCLUDED IN THE ORIGINAL FILING HAVE NOT BEEN UPDATED FOR INFORMATION OR EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL
FILING.

An investment in our stock involves a number of risks. Before making a decision to purchase our securities, you should carefully consider
all of the risks described in this annual report. If any of the risks discussed in this annual report actually occur, our business, financial condition and results of operations could be materially
adversely affected. If this were to occur, the trading price of our securities could decline significantly and you may lose all or part of your investment.

Our continued operations depend on current fashion trends. If our products and design do not continue to be fashionable, our business could be adversely
affected.

The novelty and the design of our True Religion Brand Jeans apparel is important to our success and competitive position, and the inability to continue to develop
and offer such unique products to our customers could harm our business. We cannot be certain that high-fashion denim and related apparel will continue to be fashionable. Should the trend
steer away from high-fashion denim and related apparel, sales could decrease and our business could be adversely affected. In addition, there are no assurances that our future designs will
be successful, and any unsuccessful designs could adversely affect our business.

Our business and the success of our products could be harmed if we are unable to maintain our brand image.

Our success to date has been due in large part to the strength of our brand. If we are unable to timely and appropriately respond to changing consumer demand, our
brand name and brand image may be impaired. Even if we react appropriately to changes in consumer preferences, consumers may consider our brand image to be outdated or associate our brand with styles
that are no longer popular. In the past, several apparel companies, including ours, have experienced periods of rapid growth in revenues and earnings followed by periods of declining sales and losses.
Our business may be similarly affected in the future.

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We depend on third parties for significant elements of our sales and distribution efforts. If these third parties do not continue to assist us in our
sales and distribution, our revenue could decrease, which would have an adverse impact on our business.

We limit our marketing efforts to participation at trade shows where we showcase our products. We depend substantially upon third parties for several critical
elements of our business including, among other things, sales and distribution activities. There can be no assurance that we or these third parties will be able to establish or maintain adequate sales
and distribution capabilities, that we will be able to enter into agreements or relationships with third parties in additional territories on financially acceptable terms or that any third parties
with whom we enter into such arrangements will be successful in selling or distributing our products. If they are not, our business could be negatively impacted. Also, if we are unable to maintain our
relationships with these sales agents and distributors or if these sales agents and distributors begin selling our competitors products, then our ability to generate revenues through the sale of our
products could be negatively impacted.

Our business may be negatively impacted as a result of changes in the economy.

Our business depends on the general economic environment and levels of consumer spending that affect not only the ultimate consumer, but also retailers, our
primary direct customers. Purchases of high-fashion denim, apparel and accessories tend to decline in periods of recession or uncertainty regarding future economic prospects, when consumer
spending, particularly on discretionary items, declines. During periods of recession or economic uncertainty, we may not be able to maintain or increase our sales to existing customers, make sales to
new customers, open and operate new retail stores, maintain sales levels at our existing stores, maintain or increase our international operations on a profitable basis, or maintain or improve our
earnings from operations as a percentage of net sales. As a result, our operating results may be adversely and materially affected by downward trends in the economy or the occurrence of events that
adversely affect the economy in general. Furthermore, in anticipation of continued increases in net sales, we have significantly expanded our infrastructure and workforce to achieve economies of
scale. Because these expenses are fixed in the short term, our operating results and margins will be adversely impacted if we do not continue to grow as anticipated.

Our quarterly revenues and operating results fluctuate as a result of a variety of factors, including seasonal fluctuations in demand for
high-fashion denim, apparel and accessories delivery date delays and potential fluctuations in our annualized tax rate, which may result in volatility of our stock price.

Our quarterly revenues and operating results have varied significantly in the past and can be expected to fluctuate in the future due to a number of factors, many
of which are beyond our control. For example, sales of our products have historically been somewhat seasonal in nature with the strongest sales generally occurring in the second and third quarters.
Delays in scheduling or pickup of purchased products by our domestic customers could negatively impact our net sales and results of operations for any given quarter. Also, our annualized tax rate is
based on projections of our domestic and
international operating results for the year, which we review and revise as necessary at the end of each quarter, and it is highly sensitive to fluctuations in projected international earnings. Any
quarterly fluctuations in our annualized tax rate that may occur could have a material impact on our quarterly operating results. As a result of these specific and other general factors, our operating
results will likely vary from quarter to quarter and the results for any particular quarter may not be necessarily indicative of for the full year. Any shortfall in revenues or net income from levels
expected by securities analysts and investors could cause a decrease in the trading price of our common stock.

7

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We may be unable to sustain our past growth or manage our future growth, which may have a material adverse effect on our future operating results.

We have experienced rapid growth since our inception, and have increased our revenues from $27.7 million in 2004 to $139.0 million in 2006. We
anticipate our rate of growth in the future will depend upon, among other things, the success of our growth strategies, which we cannot assure you will be successful. In addition, we may have more
difficulty maintaining our prior rate of growth of revenues and profitability. Our future success will depend upon various factors, including the strength of our brand image, the market success of our
current and future products, competitive conditions and our ability to manage increased revenues, if any, or implement our growth strategy. In addition, we anticipate significantly expanding our
infrastructure and adding personnel in connection with our anticipated growth, which we expect will cause our selling, general and administrative expenses to increase in absolute dollars and which may
cause our selling, general and administrative expenses to increase as a percentage of revenue. Because these expenses are generally fixed, particularly in the short-term, operating results
may be adversely impacted if we do not achieve our anticipated growth.

Future
growth may place a significant strain on our management and operations. If we continue to experience growth in our operations, our operational, administrative, financial and legal
procedures and controls may need to be expanded. As a result, we may need to train and manage an increasing number of employees, which could distract our management team from our business. Our future
success will depend substantially on the ability of our management team to manage our anticipated growth. If we are unable to anticipate or manage our growth effectively, our operating results could
be adversely affected.

We face intense competition, including competition from companies with significantly greater resources than ours, and if we are unable to compete
effectively with these companies, our market share may decline and our business could be harmed.

We face intense competition in the apparel industry from other established companies. A number of our competitors have significantly greater financial,
technological, engineering, manufacturing, marketing and distribution resources than we do. Their greater capabilities in these areas may enable them to better withstand periodic downturns in the
apparel industry, compete more effectively on the basis of price and production and more quickly develop new products. In addition, new companies may enter the markets in which we compete, further
increasing competition in the apparel industry.

We
believe that our ability to compete successfully depends on a number of factors, including the style and quality of our products and the strength of our brand name, as well as many
factors beyond our control. We may not be able to compete successfully in the future, and increased competition may result in price reductions, reduced profit margins, loss of market share and an
inability to generate cash flows that are sufficient to maintain or expand our development and marketing of new products, which would adversely impact the trading price of our common stock.

Our business could be harmed if we fail to maintain proper inventory levels.

We place orders with our manufacturers for some of our products prior to the time we receive all of our customers' orders. We do this to minimize purchasing
costs, the time necessary to fill customer orders and the risk of non-delivery. We also maintain an inventory of certain products that we anticipate will be in greater demand. However, we
may be unable to sell the products we have ordered in advance from manufacturers or that we have in our inventory. Inventory levels in excess of customer demand may result in inventory write-downs,
and the sale of excess inventory at discounted prices could significantly impair our brand image and have a material adverse effect on our operating results and financial condition.

8

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Conversely,
if we underestimate consumer demand for our products or if our manufacturers fail to supply the quality products that we require at the time we need them, we may experience
inventory shortages. Inventory shortages might delay shipments to customers, negatively impact retailer and distributor relationships, and diminish brand loyalty.

Purchases of the merchandise we sell are generally discretionary and are therefore particularly susceptible to economic slowdowns.

During periods of economic slowdowns, our business, financial condition, and results of operations could be adversely affected. Consumers are generally more
willing to make discretionary purchases, including purchases of fashion products and high-end home products, during periods in which favorable economic conditions prevail.

Our business could suffer if we need to add or replace manufacturers.

Although we design and market our products, we outsource manufacturing to third party manufacturers. Outsourcing the manufacturing component of our business is
common in the apparel industry, as we compete with other companies for the production capacity of our manufacturers. Because we are a small enterprise and many of the companies with which we compete
have greater financial and other resources than we have, they may have an advantage in the competition for production capacity. We currently outsource our production to a limited number of
manufacturers. If we experience a significant increase in demand, or if we need to replace any of the manufacturers that we currently use, we may have to expand our third party manufacturing capacity.
We cannot be assured that this capacity will be available to us, or that if available it will be available on terms that are acceptable to us. If we cannot produce a sufficient quantity of our
products to meet demand or delivery schedules, our customers might reduce demand, reduce the purchase price they are willing to pay for our products or replace our product with the product of a
competitor, any of which could have a material adverse effect on our financial condition and operations.

Our stock price is highly volatile.

The trading price of our common stock has fluctuated significantly since our inception, and is likely to remain volatile in the future. For example, since
June 23, 2003, our common stock has closed as low as $0.66 and as high as $24.36 per share. The trading price of our common stock could be subject to wide fluctuations in response to many
events or factors, including the following:



9

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In
addition, the stock market has experienced volatility that has particularly affected the market prices of equity securities of many high-fashion companies, which often has
been unrelated or disproportionate to the operating performance of these companies. These broad market fluctuations
may adversely affect the market price of our common stock. As long as we continue to depend on a limited customer base and a limited number of products, there is substantial risk that our quarterly
results will fluctuate.

Our business could suffer from the financial instability of our customers.

We sell our product primarily to retail and distribution companies in the United States on open account with 30 to 45 day payment terms. In foreign
markets, we try to obtain a letter of credit or wire transfer upon shipment, but these arrangements are not always possible. Financial difficulties with a customer could result in serious losses for
our company.

The loss of our Chief Executive Officer or other key management personnel would have an adverse impact on our future development and could impair our
ability to succeed.

Our performance is substantially dependent upon the expertise of our Chief Executive Officer, Jeffrey Lubell, and other key management personnel, and our ability
to continue to hire and retain personnel. Mr. Lubell spends all of his working time working with our company and our wholly-owned subsidiary. It may be difficult to find sufficiently qualified
individuals to replace Mr. Lubell or other key management personnel if we were to lose any one or more of them. The loss of Mr. Lubell or any of our key management personnel could have a
material adverse effect on our business, development, financial condition, and operating results.

We
do not maintain "key person" life insurance on any of our directors or senior executive officers.

Government regulation and supervision could restrict our business.

Any negative changes to international trade agreements and regulations such as the North American Free Trade Agreement or any agreements affecting international
trade such as those made by the World Trade Organization which result in a rise in trade quotas, duties, taxes and similar impositions or which has the result of limiting the countries from whom we
can purchase our fabric or other component materials, or limiting the countries where we might market and sell our products, could have an adverse effect on our business.

Increases in the price of raw materials or their reduced availability could increase our cost of sales and decrease our profitability.

The principal fabrics used in our business are cotton, synthetics, wools and blends. The prices we pay for these fabrics are dependent on the market price for raw
materials used to produce them, primarily cotton. The price and availability of cotton may fluctuate significantly, depending on a variety of factors, including crop yields, weather, supply
conditions, government regulation, economic climate and other unpredictable factors. Any raw material price increases could increase our cost of sales and decrease our profitability unless we are able
to pass higher prices on to our customers. Moreover, any decrease in the availability of cotton could impair our ability to meet our production requirements in a timely manner.

10

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If an independent manufacturer violates labor or other laws, or is accused of violating any such laws, or if their labor practices diverge from those
generally accepted as ethical, it could harm our business and brand image.

While all manufacturers are contractually required to comply with such labor practices, we cannot control the actions or public perception of such manufacturers,
nor can we assure that these manufacturers will conduct their businesses using ethical or legal labor practices. Apparel companies can be held jointly liable for the wrongdoings of the manufacturers
of their products. While we do not control their employees' employment conditions or the manufacturer's business practices, and the manufacturers act in their own interest, they may act in a manner
that results in a negative public perception of us and/or employee allegations or court determinations that we are jointly liable for such improper practices.

If our competitors misappropriate our proprietary know-how and trade secrets, it could have a material adverse affect on our business.

The loss of or inability to enforce our trademark "True Religion Brand Jeans" and the trademarked "Buddah" logo and other proprietary know-how and
trade secrets could adversely affect our business.

We
depend heavily on trade secrets and the design expertise of Jeffrey Lubell and Zihaad Wells. If any of our competitors' copies or otherwise gains access to our trade secrets or
develops similar products independently, we would not be able to compete as effectively. The measures we take to protect our trade secrets and designs may not be adequate to prevent their unauthorized
use. Further, the laws of foreign countries may provide inadequate protection of such intellectual property rights. We may need to bring legal claims to enforce or protect such intellectual property
rights. Any litigation, whether successful or unsuccessful, could result in substantial costs and diversions of resources. In addition, notwithstanding the rights we have secured in our intellectual
property, other persons may bring claims against us that we have infringed on their intellectual property rights or claims that our intellectual property right interests are not valid. Any claims
against us, with or without merit, could be time consuming and costly to defend or litigate and therefore could have an adverse affect on our business.

One principal stockholder is able to control substantially all matters requiring a vote of our stockholders and his interests may differ from the
interests of our other stockholders.

As of March 26, 2007, Jeffrey Lubell, our Chairman of the Board and Chief Executive Officer, beneficially owned 38% of our outstanding common stock.
Therefore, Mr. Lubell is effectively able to control matters requiring approval by our stockholders. Matters that require the approval of our stockholders include the election of directors and
the approval of mergers or other business combination transactions. Mr. Lubell also has control over our management and affairs. As a result of such control, certain transactions are
effectively not possible without the approval of Mr. Lubell, including, proxy contests, tender offers, open market purchase programs or other transactions that can give our stockholders the
opportunity to realize a premium over the then-prevailing market prices for their shares of our common stock.

We are still exposed to potential risks from recent legislation requiring public companies to evaluate controls under Section 404 of the
Sarbanes-Oxley Act of 2002.

We are subject to various regulatory requirements, including the Sarbanes-Oxley Act of 2002. We, like all other public companies, are incurring additional
expenses and, to a lesser extent, diverting management's time in an effort to comply with Section 404 of the Sarbanes-Oxley Act of 2002. Our management is required under Section 404 to
furnish a report regarding its internal controls over

11

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financial
reporting. We have implemented processes documenting and evaluating our system of internal controls. As of December 31, 2006, management has identified one or more material weaknesses
on the effectiveness of our internal controls, which could result in a loss of investor confidence in our financial reports, have an adverse effect on our stock price and/or subject us to sanctions or
investigation by regulatory authorities.

We do not expect to declare or pay any dividends.

We have not declared or paid any dividends on our common stock since our inception.

Our success is dependent on our ability to protect our worldwide intellectual property rights, and our inability to enforce these rights could harm our
business.

Our success depends to a significant degree upon our ability to protect and preserve our intellectual property, including copyrights, trademarks, patents, service
marks, trade dress, trade secrets and similar intellectual property. We rely on the intellectual property, patent, trademark and copyright laws of the United States and other countries to protect our
proprietary rights. However, we may be unable to prevent third parties from using our intellectual property without our authorization, particularly in those countries where the laws do not protect our
proprietary rights as fully as in the United States. The use of our intellectual property or similar intellectual property by others could reduce or eliminate any competitive advantage we have
developed, causing us to lose sales or otherwise harm our business. If it became necessary for us to resort to litigation to protect these rights, any proceedings could be burdensome and costly and we
may not prevail.

We
have obtained some United States and foreign trademark, patents and service mark registrations, and have applied for additional ones, but cannot guarantee that any of our pending
applications will be approved by the applicable governmental authorities. Moreover, even if the applications are approved, third parties may seek to oppose or otherwise challenge these or other
registrations. A failure to obtain trademark, patents or service mark registrations in the United States and in other countries could limit our ability to protect our trademarks, patents and service
marks and impede our marketing efforts in those jurisdictions. The loss of such trademarks, patents and service marks, or the loss of the exclusive use of our trademarks, patents and service marks,
could have a material adverse effect on our business, financial condition and results of operations. Accordingly, we devote substantial resources to the establishment and protection of our trademarks,
patents and service marks on a worldwide basis and continue to evaluate the registration of additional trademarks, patents and service marks, as appropriate. We cannot assure that our actions taken to
establish and protect our trademarks, patents and service marks will be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as
violating their trademark or other proprietary rights.

Our products may infringe upon the intellectual property rights of others, which may cause us to incur unexpected costs or prevent us from selling our
products.

We cannot be certain that our products do not and will not infringe upon the intellectual property rights of others. We may be subject to legal proceedings and
claims in the ordinary course of our business, including claims of alleged infringement upon the intellectual property rights of third parties
by us or our customers in connection with their use of our products. Any such claims, whether or not meritorious, could result in costly litigation and divert the efforts of our personnel. Moreover,
should we be found liable for infringement, we may be required to enter into licensing agreements (if available on acceptable terms or at all) or to pay damages and cease making or selling certain
products. Moreover, we may need to redesign or rename some of our products to avoid future infringement liability. Any of the foregoing could cause us to incur significant costs and prevent us from
manufacturing or selling our products.

12

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We are subject to periodic litigation which could result in unexpected expense of time and resources.

We are from time to time party to claims and litigation proceedings (see "Legal Proceedings" below). Such matters are subject to many uncertainties and we cannot
predict with assurances the outcomes and ultimate financial impacts of them. There can be no guarantees that actions that have been or may be brought against us in the future will be resolved in our
favor or that the insurance we carry will be available or paid to cover any litigation exposure. Any losses resulting from settlements or adverse judgments arising out of these claims could have a
material adverse effect on our financial condition and operations.

Our international operations involve inherent risk which could result in harm to our business.

As a result of our international business, we are exposed to increased risks inherent in conducting business outside of the United States. In addition to
increased difficulty in protecting our intellectual property rights and trade secrets, these risks include (i) fluctuations in foreign currency exchange rates, (ii) unexpected government
action or changes in legal or regulatory requirements, (iii) social, economic or political instability, (iv) the effects of any anti-American sentiments on the True Religion
brand or sales of our products, (v) increased difficulty in controlling and monitoring foreign operations from the United States, including increased difficulty in identifying and recruiting
qualified personnel for our foreign operations, and (vi) increased exposure to interruptions in air carrier or shipping services which could significantly adversely affect our Company's ability
to obtain timely delivery of products from international suppliers or to timely deliver our products to international customers. Although we believe the benefits of conducting business internationally
outweigh these risks, any significant adverse change in circumstances or conditions could have a material adverse effect on our financial condition and operations.

13

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Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties.

Certain information concerning our principal facilities, all of which are leased at December 31, 2006, is set forth below:

Location

Use

Approximate Area in Square Feet2263 E. Vernon Ave.
Vernon, California

Principal executive and administrative offices, design facilities, distribution and warehouse facilities, production control, and sourcing used by our wholesale and retail segments.

119,0001525 Rio Vista Ave.
Los Angeles, California

Our former headquarters consisted of approximately 20,000 square feet of combined office and warehouse space. We no longer use this facility. On February 15, 2007, this facility was 50% occupied, releasing the Company from a portion of its
obligation.

20,0001557 Rio Vista Ave.
Los Angeles, California

Former distribution and warehousing facility used by our Wholesale segments. We no longer use this facility. On February 3, 2007, this facility was occupied, releasing the Company from any further obligation.

8,900


We
lease our retail and factory outlet store locations under non-cancelable operating lease agreements expiring on various dates through October 2018. These facilities are
located in the continental United States, with aggregate minimum lease commitments, at December 31, 2006, totaling approximately $26.3 million.

The
terms of our store leases, excluding renewal options, expire as follows:

Years Lease Terms Expire2007-2009

02010-2012

12013-2015

22016-2018

811


The
table below sets forth our lease obligations through 2018:

Year ending December 31,2007

$
2,835,5232008


2,907,3912009


3,038,4412010


3,115,2292011


2,721,1902012 and thereafter


11,696,835TOTAL

$
26,314,609


We
believe our existing facilities are well maintained, in good operating condition and are adequate to support our present level of operations. See Note 10 to the Consolidated
Financial Statements for further information regarding current lease obligations.

14

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Item 3. Legal Proceedings.

From time to time, we are involved in various legal proceedings, which are incidental to the ordinary course of our business. We do not believe that these routine
matters are material to our business or financial condition.

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

No matters were submitted to a vote of security holders during the quarter ended December 31, 2006.

PART II.

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock began trading under the symbol TRLG on the Nasdaq Global Market on August 18, 2004. Our common stock previously traded under the symbol
TRLG.OB on the Over-the-Counter Bulletin Board. The high and low bid quotes for our common stock, as reported by the Nasdaq Global Market and the
Over-the-Counter Bulletin Board, for the periods indicated are as follows. The high and low bid quotations for the Over-the-Counter Bulletin Board
reflect inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions:

2006

2005

2004High

Low

High

Low

High

LowFirst Quarter

$
23.75

$
15.70

$
14.02

$
7.35

$
1.57

$
0.80Second Quarter

$
19.63

$
15.32

$
14.86

$
11.55

$
1.16

$
0.85Third Quarter

$
22.80

$
16.67

$
17.77

$
12.94

$
2.54

$
0.67Fourth Quarter

$
23.54

$
14.90

$
16.97

$
11.84

$
8.10

$
1.96


Holders

As of December 29, 2006 there were 38 holders of record, representing approximately 6,000 shareholders, and on March 8, 2007 there were 38 record
holders, representing approximately 6,000 shareholders, of our common stock. On March 23, 2007, the last reported sale price of our common stock on the NASDAQ Global Market was $15.69 per
share.

Dividends

We have not declared or paid any cash dividends since inception and we do not intend to pay any cash dividends in the foreseeable future. Although there are no
restrictions that limit our ability to pay dividends on our common shares other than as described below, we intend to retain future earnings for use in our operations and the expansion of our
business.

15

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Performance Graph

The Stock Price Performance Graph below compares the most recent five-year cumulative shareholder return of the Company with the S&P 500 Index
(a broad equity market index) and the S&P 1500 Apparel Retail Index (a published industry index). The return on investment is calculated based on an investment of $100 on June 23, 2003.

Performance Graph

GRAPHIC

|                              |  |   |     | December 31,
|----------------------------- |  | - | --- | ------------
|
|
|True Religion Apparel, Inc.   |  | $ | 100 |             
|S&P 1500 Apparel Retail Index |  | $ | 100 |             
|S&P 500 Index                 |  | $ | 100 |             

Item 6. Selected Financial Data.

The consolidated balance sheet as of December 31, 2006 and 2005 and the consolidated statements of operations for the fiscal years ended
December 31, 2006, 2005 and 2004 have been restated as set forth in this Annual Report on Form 10-K/A. You should read this information together with "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and our consolidated financial statements and related notes for the years ended December 31, 2006, 2005, and 2004 which are included
elsewhere in this Annual Report on Form 10-K/A. Historical results are not necessarily indicative of the results to be expected in the future. The information presented in the
following tables has been adjusted to reflect the restatement of the Company's financial results, which is more fully described in the "Explanatory Note" immediately preceding Part I,
Item 1 and in Note 17,

16

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"Restatement
of Previously Issued Financial Statements" in Notes to Consolidated Financial Statements of this Form 10-K/A.

|                                              |  | 2006 |             | 2005 |   | 2004        |  | 2003 |           
|--------------------------------------------- |  | ---- | ----------- | ---- | - | ----------- |  | ---- | ----------
|
|Statement of operations data:                 |  |      |             |      |   |             |  |      |           
|Net revenue                                   |  | $    | 140,488,947 |      | $ | 103,219,165 |  | $    | 27,667,418
|Earnings (loss) from operations               |  |      | 34,976,716  |      |   | 31,469,944  |  |      | 6,298,793 
|Income taxes                                  |  |      | 14,035,168  |      |   | 13,125,669  |  |      | 2,464,244 
|Net income (loss)                             |  |      | 21,745,903  |      |   | 18,439,801  |  |      | 3,834,549 
|Earnings (loss) per share:                    |  |      |             |      |   |             |  |      |           
|Basic                                         |  | $    | 0.97        |      | $ | 0.85        |  | $    | 0.19      
|Diluted                                       |  | $    | 0.92        |      | $ | 0.81        |  | $    | 0.19      
|Weighted number of shares outstandingbasic   |  |      | 22,495,708  |      |   | 21,676,858  |  |      | 19,999,175
|Weighted number of shares outstandingdiluted |  |      | 23,608,343  |      |   | 22,657,226  |  |      | 20,494,156

|
|

|                     |  | 2006 |            | 2005 |   | 2004       |  | 2003
|-------------------- |  | ---- | ---------- | ---- | - | ---------- |  | ----
|
|Balance sheet data:  |  |      |            |      |   |            |  |     
|Working capital      |  | $    | 58,844,413 |      | $ | 30,337,290 |  | $   
|Total assets         |  | $    | 79,750,276 |      | $ | 44,162,940 |  | $   
|Stockholders' equity |  | $    | 64,146,559 |      | $ | 31,574,030 |  | $   

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The discussion and analysis set forth below in this Item 7 has been amended to reflect the restatement as described in the Explanatory Note to this amended
Annual Report on Form 10-K/A and in Note 17 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K/A. For this reason,
the data set forth in this section may not be comparable to discussions and data in our previously filed Annual Reports. The pretax impact of these adjustments resulted in a change to our taxable
income and we have recorded changes in our provision for income taxes of $(0.3) million, $0.7 million and $(0.1) million for the years ended December 31, 2006, 2005 and
2004, respectively. The net of tax impact of the restatements on the Company's results of operations amounted to $(2.7) million, $(1.0) million and $(0.4) million in 2006, 2005
and 2004, respectively.

The following discussion should be read in conjunction with our audited consolidated financial statements and notes thereto included elsewhere in this
Form 10-K/A. The following discussion and analysis contains forward-looking statements which involve risks and uncertainties, and our actual results could differ materially from
those anticipated in these forward-looking statements as a result of certain factors, including those set for under the heading "Statements Regarding Forward Looking Disclosures and Risk Factors"
included elsewhere in this Form 10-K/A.

Overview

Through our wholly-owned subsidiary Guru Denim, Inc., we design, develop, manufacture, market, distribute and sell high fashion denim jeans and other
apparel including denim jackets, corduroy jeans and jackets, velvet jeans, fleece jeans and hooded sweatshirts, jackets, skirts, shorts, shirts, sweaters and sportswear. We currently manufacture,
market, distribute and sell apparel under the brand name "True Religion Brand Jeans" to fashion-conscious consumers on five continents, including North America, Asia, Europe, Australia and South
America.

We
market and distribute our products by attendance at industry and trade shows and by entering into sales agency or distribution agreements with independent agents, each of whom is
granted exclusive rights to market and sell our products in its respective territory. In 2006 we had a commissioned sales
agent in the United States earning sales commissions at 5-8%. We currently have agreements with international distributors covering more than 50 countries on six continents. Our
international distributors purchase products from our Company at a discount for resale to their customers in their respective territories. Our distributors warehouse our products at their expense and
they ship to and collect payment from their customers directly.

Our
products are sold in the United States to Nordstrom, Neiman Marcus, Saks Fifth Avenue, Barney's New York, Henri Bendel, Bergdorf Goodman, Bloomingdale's, Marshall Field's (now
Macy's) and approximately 650 high-end boutiques and specialty stores throughout the United States. We sell through a commission-based independent sales agent, L'Atelier,
which has showrooms in Los Angeles and New York. Our three largest customers in 2006 were Jameric, Inc. (our Japanese distributor), Nordstrom and Bloomingdales', which accounted for 25% of our
2006 net sales. In 2005, our three largest customers, Jameric, Nordstrom and Neiman Marcus, comprised 40% of our net sales. In 2004, our largest customers were Jameric, Unifa Gmbh (our German
distributor) and Neiman Marcus which accounted for 41% of our 2004 net sales.

At
December 31, 2006, we operated four stores, three full-price retail stores and one factory outlet store. These stores range in size from 800 to 3,000 square feet.
Our retail network creates an upscale and inviting shopping environment and enhances our image. Distribution through our retail stores allows us to influence the merchandising and presentation of our
products, build brand equity and test market new product design concepts. Our retail stores carry a full assortment of men's, women's and kid's merchandise. Our factory outlet store is located in one
of the country's premier outlet malls, Desert Hills, located outside of Los Angeles. The business segments of the Company are wholesale and

18

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retail.
Information relating to these segments is summarized in Note 14 to the Consolidated Financial Statements. The retail segment includes the Company's retail operations as well as
e-Commerce sales. The wholesale segment includes the wholesale operations in North America and internationally, through our international distributors.

Executive Summary

The Company continued to see strong growth in its business which resulted in another solid financial performance for the fiscal year. The Company benefited from
continuing penetration of premium denim in high-end department stores throughout the United States, retail store expansion and an expanded product mix. These improvements resulted in a 36%
increase in net revenues to $140.5 million in 2006 from $103.2 million in 2005. Overall, the Company improved gross margins by 175 basis points in 2006 as compared to 2005, from 51% to
53%. The growth in the overall gross margin was due to the increased volume of sales in the high margin retail business, improved leverage of premium department store occupancy and better product
sourcing. The factors listed above drove a 18% increase in profitability in 2006 with net earnings of $21.7 million, or diluted earnings per
share of $0.92, compared with net earnings of $18.4 million, or diluted earnings per share of $0.81, in 2005.

The
Company continued to significantly develop its financial strength as shown in its balance sheet. We ended the year with $44.9 million in cash and cash equivalents versus
$12.4 million a year ago. During 2006 we successfully negotiated our first license agreements for certain product categories, including headwear, footwear and outerwear. In 2006 we received
over $0.3 million in minimum guaranteed license payments related to these agreements, most of which was collected in the fourth quarter. In addition, these license agreements provide for
minimum future payments of $8.7 million to be collected between now and 2011.

Consolidated
accounts receivable decreased by $1.4 million from 2005, primarily due to a reduction in the balance owed by our Japanese distributor. Inventory at the end of 2006
was $9.3 million compared to $10.1 million at the end of 2005, a decrease of $0.8 million, due to tighter inventory controls and faster inventory turns.

While
wholesale operations continue to be the major proportion of our overall business, as our retail businesses expand, we expect to continue to see improvements in the domestic retail
gross margin. Our products were sold domestically in approximately 840 doors at the end of 2006, compared with approximately 770 doors at the end of 2005. Retail segment revenue, including
full-priced retail, factory outlet, and E-commerce, jumped to $5.0 million during 2006 from $1.4 million in 2005. This growth was driven by the ongoing national
retail rollout. The growth in retail revenue reflects the ongoing attraction of our successful product assortment to fashion-conscious women and men. We ended the year with a total of four stores in
the United States of which three were full priced retail and one factory outlet store. At December 31, 2006, we had executed lease agreements for an additional seven stores (six full priced and
one outlet) of which six will be opening in 2007.

Earnings
from operations increased by $3.5 million to $35.0 million in 2006 compared to $31.5 million in 2005. This increase was primarily driven by higher sales
volumes and improved gross profit, partially offset by higher expenses.

These
positive results are being driven by focusing on our core strengths and 2006 initiatives which included:

Further
grow our retail business. With a focus on profitably growing our retail business, in 2006 we increased our store count by three stores, and we opened three additional stores in
the first three months of 2007, bringing our store count to seven. As of March 26, 2007, we plan to open another eight stores in 2007.

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New
product design and delivery. Our success depends on our ability to frequently introduce new styles and product lines as well as design products in anticipation of consumers'
ever-evolving preferences. This includes building our existing product lines with updates to proven sellers as well as creating new styles that we believe will become core to the line in
upcoming seasons. Our focus in 2006 was primarily on updating many key sellers in our current lines and growing our product offering. We will continue to broaden our product offering with new lines
that do not directly compete with our existing brands and allow us the opportunity to broaden the targeted demographic profile of our consumer base, increase our shelf space and enter into new doors
without detracting from existing business.

Targeted
approach to licensing. We have signed select licensing deals to further grow and enhance the image of the True Religion Brand Jeans brand. Our most significant domestic license
to date is for dress and casual shoes, casual athletic footwear and sandals in toddler, children and adult sizes. We have also signed licensing agreements for outerwear and accessories. We believe
these licenses will have a positive impact on our brand.

Financial Condition, Liquidity and Capital Resources

At December 31, 2006, we had working capital of $58.8 million. At December 31, 2006, we had total assets of $79.8 million of which
$44.9 million consisted of cash and cash equivalents. At December 31, 2006, we had total liabilities of $15.6 million.

Assets.

Our current assets totaled $74.0 million, $42.9 million and $12.9 million at December 31, 2006, 2005, and 2004, respectively. Total
assets were $79.8 million, $44.2 million and $13.4 million at December 31, 2006, 2005, and 2004, respectively. The increase in current assets is primarily due to: the
generation of cash; the growth in accounts receivable; and construction of new stores. At December 31, 2006, our assets consisted primarily of: cash and cash equivalents of
$44.9 million; net accounts receivable totaling $6.5 million; due from factor of $9.5 million; and inventory of $9.3 million.

Liabilities and Working Capital.

Our current liabilities totaled $15.2 million, $12.6 million and $5.9 million at December 31, 2006, 2005, and 2004, respectively. This
resulted in working capital of $58.8 million, $30.3 million and $7.1 million at December 31, 2006, 2005, and 2004, respectively. As of December 31, 2006, our only
long-term liability consisted of deferred rent related to our retail leases throughout the country. We had no long term liabilities in 2005 and 2004. The increase in liabilities in 2006 is
primarily due to accounts payable and accrued expenses.

Cash Requirements and Additional Funding.

We generated financial growth primarily through cash flows provided by operating activities. In 2006 and 2005, we had no financing activities other than the
exercise of employee stock options, which amounted to approximately $244,000 and $870,000 in 2006 and 2005, respectively and the excess tax benefit on stock-based compensation in 2005 of
$1.6 million. In 2004, financing activities generated net cash of $2.0 million, comprised principally of proceeds from the sale of our common stock and warrants to purchase common stock.
Cash flows provided by operating activities generated $32.1 million, $13.2 million and $1.3 million in 2006, 2005, and 2004, respectively. Cash and cash equivalents increased by
$32.4 million to $44.9 million in 2006. The large increase in cash is partially attributable to the Company's decision to sell all of its marketable securities and purchase cash
equivalents.

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We
continue to generate strong cash flow from operating activities and we are able to finance growth from ongoing activities without need of issuing debt. We plan to finance our capital
expenditures, consisting of computers, furniture and equipment, as well as the opening of a future retail stores with cash from operations.

Results of Operations

The year ended December 31, 2006 vs. December 31, 2005

We recorded net sales of $140.5 million for the year ended December 31, 2006 and $103.2 million for the year ended December 31, 2005,
an increase of $37.3 million or 36%. Gross profit for the year ended December 31, 2006 was $75.0 million and $53.3 million for the year ended December 31, 2005, or
53.4% of net sales in 2006 compared to 51.7% of net sales for 2005.

In
the year ended December 31, 2006, most of our sales were made in North America, Asia and Europe. Sales to the United States customers were $104.0 million (74%) of total
year sales. Sales to our Japanese distributor, Jameric, Inc., were approximately $15.0 million and 11% of total year sales. During the year ended December 31, 2006 we maintained
international distributors in Asia, Europe, South America, the Middle East, Australia and Africa which collectively contributed approximately $21.5 million in sales for the year ending
December 31, 2006. Our retail operations had sales of $5.0 million. During the year ended December 31, 2006 sales to department stores, including Nordstrom, Bloomingdale's, Saks
Fifth Avenue, Barney's New York and Neiman Marcus, equaled 35% of sales made in the United States.

Gross
profit increased $21.7 million or 40.7% to $75.0 million for the year ended December 31, 2006, from $53.3 million for the year ended December 31,
2005. The increase in gross profit primarily resulted from increased sales in all segments and improved gross margin in the wholesale and retail segments. Gross margin (gross profit as a percentage of
total net revenues) increased 175 basis points to 53.4% for the year ended December 31, 2006, from 51.7% for the year ended December 31, 2005. The growth in the overall gross margin was
due to the increased volume of sales in the high margin retail business, a reduction in lower-margin international wholesale sales and better product sourcing. The Company's gross margins may not be
comparable to other entities since some entities include all of the costs related to their distribution in cost of product sales and others, like the Company, exclude the wholesale related
distribution costs from gross margin, including them instead in selling and shipping expenses.

Retail
expense increased from $0.3 million to $2.3 million for the year ended December 31, 2006, representing the growth in staffing and ongoing rollout of the True
Religion retail model. Retail expenses primarily consist of payroll expense, rent, depreciation and credit card fees. It is anticipated that as more retail outlets are opened, retail expenses will
increase.

Selling
and shipping expenses totaled $15.8 million for the year ended December 31, 2006. The increase is due to increased sales commissions ($7.2 million for the
year ended December 31, 2006 versus $5.3 million for 2005) on higher sales levels, increased staffing to support future growth and expanded design efforts. Components of our selling and
shipping expenses include the departments of: customer service, shipping, marketing, production and design, which increased from $1.3 million to $3.0 million due to an increasing number
of design samples made and an increase in staffing from six to 16. The shipping department increased by over $0.6 million due to increased rent on warehousing facilities and increased volume.

General
and administrative expenses for the year ended December 31, 2006 totaled $18.9 million compared to $9.4 million for the year ended December 31, 2005.
The increase is due to a number of factors. Legal and outside professional fees increased to $2.9 million during the year ended December 31, 2006 from $1.2 million during the year
ended December 31, 2005. This increase in

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professional
fees was due primarily to: professional fees involved in Sarbanes-Oxley Act of 2002 Rule 404 compliance; litigation fees for The Indigo Group USA matter; and increased expenses
related to trademark protection globally. Non-cash compensation expense of $6.7 million accounted for almost half of the total increase. This expense results from the ongoing
issuance of the Company's common stock to officers and employees as long term incentive compensation. The Company's adoption of Statement of Financial Accounting Standard
No. 123(R)"Share-Based Payment" required the recognition of $2.99 million in stock option expense.

Our
income before income taxes for the years ended December 31, 2006 and 2005 was $35.8 million and $31.6 million, respectively. The increase in net income is due
primarily to the increase in sales of True Religion Brand Jeans apparel products. We normally accrue for federal and state income taxes at a combined rate of 40%; however, certain benefits, including
the extraterritorial income exclusion on foreign sales, state taxes and enterprise zone tax credits, resulted in a lower overall effective tax rate for 2006. Net income for the years ended
December 31, 2006 and 2005 was $21.7 million and $18.4 million, respectively.

The year ended December 31, 2005 vs. December 31, 2004

We recorded sales of $103.2 million for the year ended December 31, 2005 and $27.7 million for the year ended December 31, 2004. All
of these sales were of our True Religion Brand Jeans. Gross profit for the year ended December 31, 2005 was $53.3 million and $13.2 million for the year ended December 31,
2004, or 51.7% compared to 47.5% for 2004.

The
increase in sales and gross profit is due primarily to the growth of our brand and our markets, both of which were in the formative stages in 2004. During the year ended
December 31, 2005, most of our sales were made in the United States, Japan, Canada, Mexico, and Europe. Sales to United States customers were approximately $56.5 million and 55% of total
year sales. Sales to our Japanese distributor, Jameric, Inc., were approximately $29.5 million and 29% of total year sales. During the year ended December 31, 2004 we added
international distributors in Germany, Spain, France, Holland, Belgium, Scandinavia, Italy, Mexico, Canada, Russia, the Middle East, Korea and South Africa and these countries contributed
approximately $15.0 million in sales for the year ended December 31, 2005. Our Internet website, implemented in 2005, contributed $0.5 million in sales in the year ended
December 31, 2005 and our initial company owned retail store opened in December 2005 and had sales of $0.2 million for the month of December 2005. During the year ended
December 31, 2005 sales to department stores, including Neiman Marcus, Nordstrom, Saks Fifth Avenue, Bloomingdale's and Barney's New York, equaled 35% of sales made in the United States.

Selling
and shipping expenses totaled $10.0 million for the year ended December 31, 2005 compared to $3.4 million for the year ended December 31, 2004. The
significant increase is due to increased sales commissions ($5.3 million for the year ended December 31, 2005 versus $1.6 million for 2004) on higher sales levels and to the fact
that we had limited staff and had only just begun to develop our production and customer service departments during the year ended December 31, 2004. Components of our selling and shipping
expenses include purchases of sample fabrics ($0.3 million during the year ended December 31, 2005, versus $0.1 million during the year ended December 31, 2004), and travel
and trade show expense ($0.5 million during the year ended December 31, 2005 versus $0.3 million during the year ended December 31, 2004). Salaries for design personnel,
patternmakers, sample sewers, production staff, quality control staff and warehouse staff totaled $1.8 million for the year ended December 31, 2005, as opposed to $1.0 million for
the year ended December 31, 2004.

General
and administrative expenses for the year ended December 31, 2005 totaled $9.4 million as compared to $3.3 million for the year ended December 31,
2004. The increase is due to a number of factors. Legal and outside professional fees increased to $1.4 million during the year ended

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December 31,
2005 from $0.4 million during the year ended December 31, 2004. This increase in professional fees was due primarily to increased legal and professional fees involved
in combating counterfeiting of our jeans, increased trademark expenses, litigation fees for the matters involving Joseph Canouse and The Indigo Group USA, increased legal expenses due to introduction
of an independent board of directors and other compliance with and the complexity of the securities laws under the Sarbanes-Oxley Act of 2002. Salary to our Chief Executive Officer increased to
$1.9 million during the year ended December 31, 2005 from $1.0 million for the year ended December 31, 2004. General and administrative expenses for the year ended
December 31, 2005 also included a non-cash compensation expense of $1.2 million. In addition, general and administrative expenses for the year ended December 31, 2005
included: $0.5 million for year-end employee bonuses; $0.1 million in NASDAQ filing fees; $0.3 million for outside director compensation; and legal settlement expense
of $2.1 million. See Note 12 to the Consolidated Financial Statements for further information.

Our
first retail store opened on December 2, 2005 and had total operating expenses of $0.1 million for the year ended December 31, 2005. Components of the expenses
included rent, salaries and wages and amortization of leasehold improvements.

Our
income from operations was $31.5 million for the year ended December 31, 2005 compared to $6.3 million for the year ended December 31, 2004. Other
income/expense for the year ended December 31, 2005 included: interest income net of interest expense; gains on marketable securities; other income including legal recoveries from
counterfeiters.

Our
income before income taxes for the year ended December 31, 2005 and the year ended December 31, 2004 was $31.5 million and $6.3 million, respectively. The
increase in income before
income taxes is due primarily to the large increase in sales of True Religion Brand Jeans, both domestically and internationally. Net income for the year ended December 31, 2005 and 2004 was
$18.4 million and $3.8 million, respectively.

Off Balance-Sheet Arrangements

On December 20, 2004, Guru Denim Inc. entered into a factoring agreement with Merchant Factors Corp., a reseller of the factor services of the CIT
Group, effective January 3, 2005. The factoring agreement with Merchant Factors Corp. was for a one year term and automatically renews after the first year on a
month-to-month basis unless terminated by Guru Denim on 60 days notice, which Guru Denim could give only after the end of the first year. On July 1, 2005 Guru
Denim agreed to extend the duration of its factor agreement with Merchant Factors Corp. to December 31, 2006, and Merchant Factors Corp. agreed to a change in the fees. On June 8, 2006
the duration of the agreement was extended to December 2, 2007 and the factoring fee was reduced. Under the revised factoring agreement, the factor purchases substantially all domestic trade
sales invoices and assumes most of the credit risks with respect to such accounts for the factoring charge of 0.60% (down from 0.65%) of the gross invoice amount of each account receivable and agreed
to advance funds at a rate of prime plus 0.5% (down from 1.0%).

Merchant
Factors Corp. has agreed to advance to Guru Denim up to 85% of those of Guru Denim's pre-approved net receivables and Guru Denim has agreed:



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In
addition, Guru Denim granted to Merchant Factors Corp. a security interest on all of its current and future receivables in order to secure payment to the factor of any amounts due
from Guru Denim to them.

Key Expense Categories

Cost of revenues.Cost of revenues consists primarily of purchases from our contract manufacturers. Cost of revenues does not
include depreciation of assets used in the production of revenues.

Retail.Retail expenses consist primarily of payroll, credit card fees and rent payments associated with the retail stores.

Selling and shipping.Selling and shipping expenses consist primarily of sales commissions, design, customer service,
marketing, production and shipping departmental costs. Within each of these departmental costs, the expenses are primarily related to payroll, bonuses, wages and payroll taxes. Garment samples and
fabric costs related to design activities are expensed at the time they are incurred.

General and administrative.General and administrative expenses consist primarily of expenses incurred at our corporate
headquarters, including administrative employee-related expenses, costs associated with Sarbanes Oxley compliance, professional fees, information technology costs, travel, and other corporate
expenses.

Seasonality

The Company's business is impacted by the general seasonal trends characteristic of the apparel and retail industries. Domestic retail operations are generally
stronger in the third and fourth quarters, and domestic wholesale operations generally experience stronger performance in the third quarter. As the timing of the shipment of products may vary from
year to year, the result for any particular quarter may not be indicative of results for the full year.

Inflation

The Company does not believe that the relatively moderate rates of inflation experienced in the United States over the last three years have had a significant
effect on net revenue or profitability. Although higher rates of inflation have been experienced in a number of foreign countries in which the Company's products are sold, management does not believe
that foreign rates of inflation have had a material adverse effect on its net sales or profitability.

Critical Accounting Policies

Our consolidated financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles used in the United States
("GAAP"). Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and
assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of
our consolidated financial statements is critical to an understanding of our financials.

Inventory.Inventory is valued at the lower of cost or market. Cost is determined by the average-cost method. At
December 31, 2006, inventory consisted of finished goods and work in process.

Revenue Recognition.The Company recognizes retail operations revenue at the point of sale and wholesale operations revenue
from the sale of merchandise when products are shipped and the

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customer
takes title and assumes risk of loss, collection of relevant receivable is reasonably assured, pervasive evidence of an arrangement exists, and the sales price is fixed or determinable. On a
quarterly basis, the Company accrues for potential future returns and charges actual returns against the accrued amount. The Company defers all revenues related to gift certificates and store credits
until they are redeemed for merchandise.

Stock-based Compensation.Effective January 1, 2006, the Company adopted the fair value recognition provisions of
Statement of Financial Accounting Standards ("SFAS") No. 123R, "Share-Based Payment" using the modified prospective transition method. Among other items, SFAS No. 123R eliminates the use
of Accounting Principles Board ("APB") No. 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee services received in exchange for awards of
equity instruments, based on the grant date fair value of those awards, in the financial statements. The Company considers its policies related to share-based compensation to be a critical accounting
policy.

Impact of Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (the "FASB") issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments," which
amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities." SFAS No. 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to
account for the whole instrument on a fair value basis. SFAS No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. SFAS No. 155 is
effective for all financial instruments acquired, issued or subject to a measurement event occurring in fiscal years beginning after September 15, 2006. Earlier adoption is permitted, provided
a company has not yet issued financial statements, including interim periods, for that fiscal year. We do not expect the adoption of SFAS No. 155 to have a material impact on our financial
position, results of operation, or cash flows.

In
March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assetsan amendment to FASB Statement No. 140." SFAS No. 156 requires
that all separately recognized servicing rights be initially measured at fair value, if practicable. In addition, this Statement permits an entity to choose between two measurement methods
(amortization method or fair value measurement method) for each class of separately recognized servicing assets and liabilities. This new accounting standard is effective January 1, 2007. The
adoption of SFAS No. 156 is not expected to have an impact on our financial position, results of operations or cash flows.

In
June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, ("FIN 48") an interpretation of FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not
(i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of
benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Upon adoption, the cumulative effect of applying the recognition and measurement provisions of
FIN 48, if any, shall be reflected as an adjustment to the opening balance of retained earnings.

FIN 48
requires that subsequent to initial adoption a change in judgment that results in subsequent recognition, de-recognition or change in a measurement of a tax
position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the period in which the change occurs. Currently, we record such changes in
judgment, including audit settlements, as a component of our income tax provision. Thus, our reported quarterly income tax rate

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may
become more volatile upon adoption of FIN 48. This change will not impact the manner in which we record income tax expense on an annual basis.

FIN 48
also requires expanded disclosures including identification of tax positions for which it is reasonably possible that total amounts of unrecognized tax benefits will
significantly change in the next twelve months, a description of tax years that remain subject to examination by major tax jurisdiction, a tabular reconciliation of the total amount of unrecognized
tax benefits at the beginning and end of each annual reporting period, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate and the total amounts of
interest and penalties recognized in the statements of operations and financial position. FIN 48 is effective for fiscal years beginning after December 15, 2006. We are currently
evaluating the impact of this standard on our Consolidated Financial Statements. We expect to adopt FIN 48 in the first quarter of 2007, and we are currently reviewing FIN 48 and
evaluating its potential impact.

In
September 2006, the SEC issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Qualifying Misstatements in Current Year Financial
Statements," ("SAB 108") which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a
materiality assessment. SAB 108 is effective for companies with fiscal years ending after November 15, 2006 and is required to be adopted by the Company in its fiscal year ending
December 31, 2006. At December 31, 2006, the Company has adopted the provisions of SAB 108 and determined that no adjustment to the current year is necessary.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance
with GAAP, and expands disclosures about fair value measurements. The standard applies whenever other standards require, or permit, assets or liabilities to be measured at fair value. This statement
is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the requirements of
SFAS 157 and have not yet determined the impact on the consolidated financial statements.

In
September 2006, the FASB issued SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement PlansAn Amendment of FASB Statements
No. 87, 88, 106, and 132R. This new standard requires an employer to: (a) recognize in its statement of financial position an asset for a plan's overfunded status or a liability for a
plan's underfunded status; (b) measure a plan's assets and its obligations that determine its funded status as of the end of the employer's fiscal year (with limited exceptions); and
(c) recognize changes in the funded status of a
defined benefit postretirement plan in the year in which the changes occur. Those changes will be reported in comprehensive income of a business entity and in changes in net assets of a
not-for-profit organization. SFAS No. 158 applies to plan sponsors that are public and private companies and nongovernmental not-for-profit
organizations. The requirement to recognize the funded status of a benefit plan and the disclosure requirements are effective as of the end of the fiscal year ending after December 15, 2006,
for entities with publicly traded equity securities, and at the end of the fiscal year ending after June 15, 2007, for all other entities. The requirement to measure plan assets and benefit
obligations as of the date of the employer's fiscal year-end statement of financial position is effective for fiscal years ending after December 15, 2008. We are currently
evaluating the requirements of SFAS No. 158 and have not yet determined the impact on the consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

Exchange Rate Risk

The Company received United States dollars ("USD") for all product sales and licensing revenue during the year ended December 31, 2006. Inventory purchases
from contract manufacturers are primarily denominated in USD; however, purchase prices for products may be impacted by fluctuations in the exchange rate between the USD and the local currencies of
certain contract manufacturers, which may have the effect of increasing the cost of goods in the future. During the last three fiscal years, exchange rate fluctuations have not had a material impact
on inventory costs.

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Item 8. Financial Statements and Supplementary Data.

The information required by this Item is incorporated herein by reference to the Consolidated Financial Statements and Supplementary Data listed in Item 15
of Part IV of this report.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. CONTROLS AND PROCEDURES

We are committed to maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic reports
is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management to allow
timely decisions regarding required disclosure.

Our
management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), does not expect that our disclosure controls or our internal control over financial
reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's
objectives will be met.

The
design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances
of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and breakdowns can occur because of simple
errors or mistakes. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of
controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Restatement

We recently completed a voluntary review of our historical equity award practices. The results of the equity award review and the restatement of our financial
statements are discussed in the Explanatory Note on page 2 of this Annual Report on Form 10-K/A and in Note 17, Restatement of Consolidated Financial Statements, in
the consolidated financial statements in this Annual Report on Form 10-K/A.

Evaluation of Disclosure Controls and Procedures.

At the time that the Company's Annual Report on Form 10-K for the year ended December 31, 2006 was originally filed, the Company's
management concluded that the Company's disclosure controls and procedures as of December 31, 2006 were not effective. In connection with the filing of this amended Annual Report on
Form 10-K/A, our management carried out an evaluation, under the supervision and with the participation of the CEO and CFO, of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our
CEO and CFO also concluded that our disclosure controls and procedures were not effective at December 31, 2006 due to

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the
material weaknesses in internal control described in Management's Report on Internal Control Over Financial Reporting.

Weaknesses Reported in Our Original Filing

We reported the following weaknesses in the Original Filing:



During the quarter ended September 30, 2006, the Company incorrectly calculated its provision for income taxes and related deferred tax assets resulting in
an adjustment of approximately $900,000 to increase income tax expense for the three and nine month periods ended September 30, 2006, an approximately $166,000 increase to deferred tax assets
and an approximately $1.07 million decrease to prepaid income taxes as of September 30, 2006. Management has concluded that a material weakness existed over the calculation of provision
for income taxes and related deferred tax assets, which had not been fully remediated by December 31, 2006.

We
have taken the following steps as of the date of this filing to correct this identified weakness: The procedure in place through September 30, 2006 was for the Company to
perform the calculation of the income tax provision internally and have the Company's calculation reviewed by an external independent tax specialist. The Company determined that a more effective
procedure would be to have an external independent tax specialist prepare the income tax provision, and then have it reviewed by a second independent tax specialist in addition to Company management,
including a more robust system of approval and sign-off procedures. We believe this new set of procedures will allow us to prevent or detect significant possible errors in the income tax
provision in a timely manner.

The
Company tested this new set of procedures and controls at December 31, 2006 to determine if the previously identified control deficiency was corrected. Based on our testing,
we were able to conclude that the controls over the preparation of the income tax provision were operating effectively for the fourth quarter and that the results were acceptable with no audit
adjustments. However, since the material weakness condition was significant, the company has determined that it will ensure that the new procedures and controls are operating effectively for one
additional quarter prior to reaching a final conclusion that the identified control deficiency has been corrected.



During the year ended December 31, 2006, our Independent Registered Public Accounting Firm discovered material errors in accounting for the completeness of
accounts payable and accrued expenses. As a result of the discovery of these errors, the Company recorded approximately $1.02 million of accruals or expenses for the year ended
December 31, 2006. These errors were not discovered by our internal controls over our year end search for unrecorded liabilities. Management concluded this constitutes a material weakness with
respect to the controls over our search for unrecorded liabilities.

These
unrecorded liabilities related to two specific sets of circumstances. One related to recording fixed assets and payables in connection with our retail store build outs and our
leasehold improvement of our warehouse/office facility. Invoices for these items did not follow our standard procedure of being submitted to our accounting department. Therefore, the accounting
department was not aware the invoices were outstanding. The other is related to recording expenses for routine transactions (inventory purchases, professional fees and miscellaneous expenses). In
certain instances, we recorded invoices received to the incorrect period and did not take the necessary steps to identify goods and services received for which we were not invoiced.

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Internal Control Over Financial Reporting

The following information required under this item is filed as part of this Amended Annual Report:

|                                                                 |  | Page
|---------------------------------------------------------------- |  | ----
|Management's Report on Internal Control Over Financial Reporting |  | F-1 
|Report of Independent Registered Public Accountant               |  | F-4 

Notwithstanding
the material weaknesses described in Management's Report, our management has concluded that our consolidated financial statements for the period covered by and included
in this Amended Annual Report on Form 10-K/A are prepared in accordance with U.S. Generally Accepted Accounting Principles and fairly present in all material respects, our financial position,
results of operations and cash flows for each of the periods presented herein.

Remediation Measures

As described above, the Company has recognized that its internal controls over financial reporting are not adequate. Since the filing of its September 30,
2006 quarterly report, the Company has taken actions that are intended to remediate its material weaknesses in internal control over financial reporting. These actions include those identified above
under Weaknesses Identified in our Original Filing and include the following:



Item 9B. Other Information.

None.

PART III.

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by this item can be found under the captions "Director Compensation", "Executive Officers and Compensation", and "Other Matters" in the
Company's Proxy Statement (the "Proxy Statement") to be filed with the Securities and Exchange Commission not later than 120 days after the end of our fiscal year and is incorporated herein by
reference.

With
respect to Item 406 of Regulation S-K, our Code of Conduct is available on our Internet website, www.truereligionbrandjeans.com, by clicking on "Investor Relations" on our home page and
proceeding to "Corporate Governance".

Item 11. Executive Compensation

The information set forth below in this Item 11 has been amended to reflect the restatement as described in the Explanatory Note to this amended Annual
Report on Form 10-K/A and in Note 17 of the Notes to Consolidated Financial Statements included elsewhere in this Annual Report. For this

29

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reason,
the data set forth in this section may not be consistent to data in our previously filed Annual Reports.

EXECUTIVE OFFICERS AND COMPENSATION

Executive Officers

All of our executive officers serve at the discretion of our Board. The persons listed below are our executive officers:

Name

Age

Positions With Our CompanyJeffrey Lubell

51

Chairman of the Board and Chief Executive OfficerMichael F. Buckley

43

PresidentPeter F. Collins

42

Chief Financial OfficerDaryl Rosenberg

40

Chief Operating Officer


Biographical
information regarding each executive officer other than Jeffrey Lubell is set forth below. Jeffrey Lubell's biographical information is set forth above under "Election of
Directors."

Michael F. Buckleybecame the President of our company on April 24, 2006. Prior to joining our company, from 2001 to 2005,
Mr. Buckley was the President and Chief Executive Officer of Ben Sherman Group, Ltd's North America division until it was purchased by Oxford Industries. Ben Sherman is a
UK-based apparel and footwear company involved in the wholesaling, retailing, licensing, manufacturing and importing of men's, women's and children's apparel, footwear and accessories.
Prior to Ben Sherman, Mr. Buckley was a Vice President of Diesel Jeans U.S.A. from 1996 to 2001. In this role, he oversaw all U.S.-based retail and financial operations of the company.

Peter F. Collinsbecame the Chief Financial Officer of our company on March 26, 2007. Mr. Collins served as divisional vice
president, corporate controller and principal accounting officer for Nordstrom, Inc. from 2004 to March 2007. From 2002 to 2004, Mr. Collins served in various financial roles with
Albertson's, Inc., most recently as group vice president and controller. Prior to that, from 1998 until 2002, Mr. Collins was a partner with Arthur Andersen, serving clients in the
healthcare, retail, distribution and manufacturing industries. Mr. Collins is a certified public accountant and holds a bachelor's degree in accounting from Santa Clara University.

Daryl Rosenbergbecame the Chief Operating Officer of our company on June 1, 2006. Prior to joining our company,
Mr. Rosenberg was the Vice President of Pre-Production of Life Energy Intelligence, Inc. From 1992 to 2005, Mr. Rosenberg served Life Energy Intelligence, most
recently as its Vice President of Pre-Production. In that role, Mr. Rosenberg was responsible for producing, sourcing, importing and distributing over three million garments
monthly. He also was responsible for building Life Energy Intelligence's distribution facility in Los Angeles and a company-owned manufacturing plant in San Luis, Mexico.

Compensation Discussion and Analysis

This discussion and analysis will focus on the following: (1) the objectives of the executive compensation policies and practices; (2) the actions
or behaviors the compensation program is designed to reward; (3) each element of compensation; (4) the rationale for each element of compensation; (5) the methodologies utilized
by us in determining the amounts to pay for each element; and (6) how the elements of compensation and our rationale for each element fit together within our overall compensation objectives.

30

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Compensation Philosophy

Our executive compensation program is designed with the following primary objectives: (1) provide proper incentive to management to maximize performance in
order to serve the best interests of our stockholders; (2) compensate executive officers at a level and in a manner that enables us to attract, motivate and retain highly qualified and
productive executives; and (3) ensure the long-term commitment of the current management team, which is a crucial factor in our future performance.

In
keeping with these objectives, our compensation program has been designed to: (1) align the interests of the executive officers with the interests of our stockholders;
(2) ensure the long-term commitment of the management team; and (3) ensure direct accountability for both our overall performance and for the individual executive's
performance and contribution to our overall performance.

Elements of Compensation

This section of the Compensation Discussion and Analysis describes the elements of compensation, why they were selected, how the amounts of each element are
determined and how the different elements fit together within our compensation objectives.

The
elements of compensation include: (1) employment agreements; (2) base salary; (3) bonuses; (4) long-term incentive awards (equity awards);
(5) fringe benefits; and (6) change in control provisions in employment agreements.

Employment Agreements

Compensation of our Chief Executive Officer (Jeffrey Lubell), President (Michael F. Buckley) and current Chief Financial Officer (Peter F. Collins) is paid in
accordance with their respective employment agreements or, in the case of Mr. Collins, his employment offer letter, which are described below under the heading "Employment Contracts and
Termination of Employment and Change in Control Agreements." The Compensation Committee believes that these employment agreements and the employment offer letter are an important part of ensuring the
long-term commitment of these officers. Additionally, our former Chief Financial Officer (Charles A. Lesser) and former Vice President, Women's Design (Kymberly Gold-Lubell)
were compensated during 2006 in accordance with their employment agreements, which have since been terminated.

Base Salary

The base salaries of our executive officers are determined by market comparison taking into account individual performance, experience and level of
responsibility. Salaries are designed to be competitive within the marketplace as one of the elements in attracting, motivating and retaining the management team.

Bonuses

For 2006, bonuses paid to our Chief Executive Officer, President, former Chief Financial Officer and former Vice President, Women's Design were based on our
earnings before interest and taxes (EBIT), as set forth in the executive officers' employment agreements. The target performance goals for our Chief Executive Officer and President in 2007 and beyond
will be determined by our Compensation Committee. Our current Chief Financial Officer is eligible to receive a bonus for 2007 of up to 150% of his base salary based on our EBIT, as set forth in his
employment offer letter. The target performance goals for our Chief Financial Officer in 2008 and beyond will be determined by our Compensation Committee. We consider bonuses to be an important
element in attracting, motivating and retaining these members of the management team.

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Long-Term Incentive Compensation

Our Compensation Committee believes that the long-term commitment of our current management team is a crucial factor in our future performance. One of
the elements used to promote the long-term performance and commitment of management is long-term incentive compensation realized by grants of restricted stock to executive
officers. These grants are made based upon an assessment by our Compensation Committee of each executive officer's individual performance and contribution to our performance. Restricted stock grants
aid in the retention and to align the interests of executive officers with those of our stockholders. Equity grants link management interests with stockholder interests and motivate executive officers
to make long-term decisions that are in the stockholders' and our best interests and also to provide an incentive to maximize stockholder value.

Perquisites

We offer certain perquisites to our executive officers to allow the executives to focus on corporate strategy and enhancing shareholder value, to provide
competitive pay packages and, in certain circumstances, to entertain customers.

Change in Control Provisions

Our Chief Executive Officer, President and current Chief Financial Officer have change in control provisions in their employment agreements or employment offer
letter. These provisions grant these officers certain compensation and accelerated vesting of equity awards in the event that a change in control occurs. These provisions are based on market
comparison and are an important element in the retention of these executive officers.

Relationship Between Elements and Objectives

In determining the total amount and mixture of the compensation package for each executive officer, our Compensation Committee subjectively considers individual
performance, including past and expected contributions, overall performance, long-term goals and such other factors as our Compensation Committee determines to be appropriate. The use of
both cash compensation (salary and bonus) and long-term compensation (equity awards) achieves the objective of attracting, motivating and retaining executive officers and employees.
Long-term compensation realized through the use of equity awards achieves the objectives of aligning management's interests with stockholders' interests, and ensuring the
long-term commitment of the management team.

Other Factors and Considerations

Timing of Grants of Restricted Stock

We do not have, nor do we intend to have, a program, plan or practice to select the grant dates of restricted stock for executive officers in coordination with
the release of material non-public information. It is our practice to use the actual grant date when granting restricted stock. The grant dates used are usually the dates when our Board of
Directors or the Compensation Committee approved the grants or when our Board of Directors or the Compensation Committee set an effective grant date (usually within a short period of time after
approval).

Basis for Using Different Forms of Equity Awards for Long-Term Incentive Compensation

Prior to June 2005, we granted stock options to our executive officers and employees as a means of realizing long-term incentive compensation. In June
2005, our Board of Directors decided that we would utilize restricted stock instead of stock options in the future as a means of realizing long-term incentive compensation. This was due to
the fact that accounting rules for the grants of stock options

32

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changed
in a manner that caused us to be required to expense the stock options, reducing one of the potential benefits of using the options, and due to what we perceive as a trend towards the use of
restricted stock by corporations to ensure a measurable benefit to the executives over time.

In
January 2006, our Compensation Committee approved grants of an aggregate of 255,000 shares of restricted stock to our Chief Executive Officer, former Chief Financial Officer and
former Vice President, Women's Design under our 2005 Stock Incentive Plan. Such grants were made effective on January 4, 2006. Such shares vest as follows: 1/4 on
January 4, 2006, 1/2 on January 4, 2007 and 1/4 on January 4, 2008.

In
April 2006, our Compensation Committee approved a grant of 100,000 shares of restricted stock to our President under our 2005 Stock Incentive Plan. Such grant was made effective on
April 24, 2006. Such shares vest as follows: 1/3 on April 24, 2007, 1/3 on April 24, 2008 and 1/3 on April 24, 2009.

In
May 2006, our Compensation Committee approved a grant of 10,000 shares of restricted stock to our Chief Operating Officer under our 2005 Stock Incentive Plan. Such grant was made
effective on June 1, 2006. Such shares vest as follows: 1/3 on June 1, 2007, 1/3 on June 1, 2008 and 1/3 on June 1, 2009.

In
December 2006, our Compensation Committee approved grants of an aggregate of 305,000 shares of restricted stock to our Chief Executive Officer, President, Chief Operating Officer and
former Vice President, Women's Design under our 2005 Stock Incentive Plan. Such grants were made effective on January 2, 2007. Such shares vest as follows: 1/3 on
January 2, 2007, 1/3 on January 2, 2008 and 1/3 on January 2, 2009.

Executive Management's Involvement in Compensation Policies

Our Compensation Committee determines the compensation of our officers, including our Chief Executive Officer, and our directors, and reviews the compensation
arrangements of all non-officer employees. Our Chief Executive Officer makes recommendations to our Compensation Committee regarding the compensation of our officers and employees.

33

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Accounting and Tax Implications

Our Compensation Committee periodically reviews the potential implications of Section 162(m) of the Code. This section precludes a public corporation from
taking a tax deduction for individual compensation in excess of $1 million for its named executive officers unless the compensation is performance-based within the meaning of
Section 162(m). Although our Compensation Committee will consider various alternatives for preserving the deductibility of compensation payments, the committee reserves the right to award
compensation to the executives that may not qualify under Section 162(m) as deductible compensation.

Engagement of Compensation Consultant; Market Comparison

In 2006, our Compensation Committee engaged a compensation consultant, Towers Perrin, to serve as an independent advisor to the committee regarding compensation
for our executive officers. Towers Perrin prepared for our Compensation Committee a competitive analysis of compensation for each executive officer utilizing comparable company compensation data and
size and industry appropriate broad survey data and advice around short and long-term incentive programs. Our Compensation Committee has engaged Towers Perrin to serve as a compensation
consultant in 2007. We will review the companies used for benchmarking each year and these companies may change from year-to-year depending on changes in the marketplace,
acquisitions, divestitures and our or the comparables companies' business focus.

Our
Compensation Committee has determined that base salaries and bonuses for our Named Executive Officers are in the upper half of our peer group average. Our Compensation Committee
believes that a significant amount of compensation paid should be in the form of equity compensation. Our Compensation Committee believes that the use of long-term incentive compensation
through the granting of restricted stock promotes the long-term performance and commitment of management. Our Compensation Committee has reviewed the use of such awards in our peer group
and has determined that the stock awards that have been granted to our management are consistent with those granted within the peer group.

Executive Officer Compensation

The following table provides certain summary information concerning the compensation earned by our Principal Executive Officer, Principal Financial Officer and
each of our three other most highly compensated executive officers whose aggregate total compensation was in excess of $100,000 for services rendered in all capacities to us and our subsidiaries for
the fiscal year ended December 31, 2006 (the "Named Executive Officers"):

34

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SUMMARY COMPENSATION TABLE

|Name and Principal Position                         |  | Year |  | Salary
$ |  | Bonus
$(1) |  | Stock
Awards
$(2) |  | Option
Awards $(2) |  | All Other
Compensation
$(3) |  | Total
$  
|--------------------------------------------------- |  | ---- |  | -------- |  | ---------- |  | ----------------- |  | ------------------ |  | --------------------------- |  | ---------
|Jeffrey Lubell
Chief Executive Officer and Chairman |  | 2006 |  | 500,000  |  | 825,212    |  | 2,246,400         |  | 143,467            |  | 38,537                      |  | 3,753,616
|Charles A. Lesser(4)
Former Chief Financial Officer |  | 2006 |  | 250,000  |  | 78,611     |  | 758,700           |  | 161,108            |  | 25,896                      |  | 1,274,315
|Michael F. Buckley(5)
President                     |  | 2006 |  | 276,923  |  | 185,913    |  | 903,610           |  |                   |  | 127,847                     |  | 1,494,293
|Daryl Rosenberg(6)
Chief Operating Officer          |  | 2006 |  | 131,539  |  | 39,375     |  | 33,619            |  |                   |  | 18,000                      |  | 222,533  
|Kymberly Gold-Lubell(7)
Former VP, Women's Design   |  | 2006 |  | 300,000  |  | 115,302    |  | 821,927           |  | 37,767             |  | 38,537                      |  | 1,313,533

---

Name

Year

Payments
for Car

Company
Health Ins.

Relocation
Costs

TotalJeffrey Lubell

2006

$
24,000

$
14,537




$
38,537Charles A. Lesser

2006

$
15,600

$
10,296




$
25,896Michael F. Buckley

2006

$
14,400

$
13,447

$
100,000

$
127,847Daryl Rosenberg

2006




$
18,000




$
18,000Kymberly Gold-Lubell

2006

$
24,000

$
14,537




$
38,537


35

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Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to our Named Executive Officers during the fiscal year ended
December 31, 2006:

GRANTS OF PLAN-BASED AWARDS

|                                                    |  |                      |  |   |  |         |  |           |  | All Other
Stock
Awards:
Numbers
of Shares
of Stock or
Units
# |         |                     |        
|--------------------------------------------------- |  | -------------------- |  | - |  | ------- |  | --------- |  | ------------------------------------------------------------- | ------- | ------------------- | -------
|
|
|Jeffrey Lubell
Chief Executive Officer and Chairman |  | 1/4/2006
12/14/2006  |  |  |  | 840,000 |  | 5,000,000 |  | 130,000
130,000                                               | (3)(11) | 2,191,800
2,008,500 | (5)(11)
|Charles A. Lesser(8)
Former Chief Financial Officer |  | 1/4/2006             |  |  |  | 112,500 |  | 337,500   |  | 60,000                                                        | (3)     | 1,011,600           | (5)    
|Michael F. Buckley
President                        |  | 4/24/2006
12/14/2006 |  |  |  | 400,000 |  | 800,000   |  | 100,000
100,000                                               | (4)(11) | 1,864,000
1,545,000 | (6)(11)
|Daryl Rosenberg(9)
Chief Operating Officer          |  | 6/1/2006             |  |  |  |        |  |          |  | 10,000                                                        | (4)     | 172,000             | (7)    
|Kymberly Gold-Lubell(10)
Former VP, Women's Design  |  | 1/4/2006             |  |  |  | 165,000 |  | 495,000   |  | 65,000                                                        | (3)     | 1,095,900           | (5)    

---

36

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information with respect to our Named Executive Officers concerning outstanding equity awards held by them at December 31,
2006:

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2006

|                                                    |  | Option Awards     |  | Stock Awards
|--------------------------------------------------- |  | ----------------- |  | ------------
|
|Jeffrey Lubell
Chief Executive Officer and Chairman |  | 633,333
200,000
 |  | 

       
|Charles A. Lesser(4)
Former Chief Financial Officer |  | 37,500
67,500
   |  | 

       
|Michael F. Buckley
President                        |  |                  |  |            
|Daryl Rosenberg(5)
Chief Operating Officer          |  |                  |  |            
|Kymberly Gold-Lubell(6)
Former VP, Women's Design   |  | 166,667
         |  | 
         

---

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Option Exercises and Stock Vested

The following table provides information with respect to our Named Executive Officers concerning option exercises and stock vested as of December 31, 2006:

OPTION EXERCISES AND STOCK VESTED

|                                                    |  | Option Awards                              |  | Stock Awards                                     
|--------------------------------------------------- |  | ------------------------------------------ |  | -------------------------------------------------
|
|Jeffrey Lubell
Chief Executive Officer and Chairman |  |                                           |  |                                                 
|Charles A. Lesser(3)
Former Chief Financial Officer |  | 37,500
12,500
12,500
7,500
12,500
12,500
 |  | 709,500
289,000
241,000
142,425
210,500
214,375

|Michael F. Buckley
President                        |  |                                           |  |                                                 
|Daryl Rosenberg(4)
Chief Operating Officer          |  |                                           |  |                                                 
|Kymberly Gold-Lubell(5)
Former VP, Women's Design   |  |                                           |  |                                                 

---

Pension Benefits

We do not provide any pension benefits to any of our Named Executive Officers or employees.

Non-Qualified Deferred Compensation

We do not pay any non-qualified deferred compensation to our Named Executive Officers or employees.

38

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Equity Compensation Plan Information

The following table provides information as of December 31, 2006 with respect to our common stock issuable under our equity compensation plans:

|Plan Category                                                 |  | (a)
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights |  | (b)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |      | (c)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a))
|------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders        |  | 1,108,332                                                                                       |  | $                                                                               | 1.56 |                                                                                                                                               
|Equity compensation plans not approved by security holders(1) |  | N/A                                                                                             |  |                                                                                 | N/A  |                                                                                                                                               
|                                                              |  |                                                                                                 |  |                                                                                 |      |                                                                                                                                               
|Total                                                         |  | 1,108,332                                                                                       |  | $                                                                               | 1.56 |                                                                                                                                               

---

Employment Contracts and Termination of Employment and Change in Control Arrangements

Jeffrey Lubell

Effective January 4, 2006, we entered into an Employment Agreement, or the CEO Agreement, with Jeffrey Lubell, pursuant to which Mr. Lubell will
serve as our Chief Executive Officer. The initial term of the CEO Agreement is three years, subject to annual renewals thereafter, and the CEO Agreement provides that Mr. Lubell's base salary
will be $500,000 per year, subject to increase in the sole discretion of our Compensation Committee.

Pursuant
to the CEO Agreement, Mr. Lubell is eligible to earn an annual performance bonus based on our earnings before interest and taxes and is calculated as net income plus
interest expense plus tax expense, or EBIT. In accordance with the CEO Agreement, the amount of bonus and target performance goals for 2007 will be determined by our Compensation Committee.

The
CEO Agreement provides that if we terminate Mr. Lubell's employment without Cause or if Mr. Lubell terminates his employment for Good Reason (each as defined in the CEO
Agreement) Mr. Lubell will receive (i) a severance amount of one and one-half times Mr. Lubell's base salary in effect on the date of termination and the average
annual bonus received by Mr. Lubell for the two complete fiscal years prior to the termination date and (ii) any options or other equity grants received by Mr. Lubell will vest an
additional twelve months. In addition, if we terminate Mr. Lubell's employment without Cause or if Mr. Lubell terminates his employment for Good Reason during the one-year
period following a Change in Control (as defined in the CEO Agreement), he would be entitled to receive severance equal to three times the aggregate of his base salary in effect on the date of
termination and the average annual bonus received by Mr. Lubell for the two complete fiscal years prior to the termination date, and all stock options, restricted stock and other equity awards
would vest in full. The CEO Agreement also provides that Mr. Lubell will be entitled to receive an additional payment equal to the cumulative amount of any Excise Tax should any Payment be
subject to an Excise Tax (each as defined in the CEO Agreement).

Effective
May 31, 2006, we entered into an Amendment to Employment Agreement, or the CEO Agreement Amendment, with Mr. Lubell, amending the CEO Agreement. Pursuant to the
CEO Agreement Amendment, any payments made to Mr. Lubell in connection with a termination of his

39

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employment
that are considered to be non-qualified deferred compensation for purposes of Section 409A of the Code and that otherwise would have been payable at any time during the
six-month period immediately following such termination of employment shall instead be paid in a lump sum as soon as practicable following the expiration of such six-month
period. Additionally, any Annual Bonus (as defined in the CEO Agreement Amendment) earned by Mr. Lubell shall be paid no later than March 15 of the fiscal year following the fiscal year
for which the Annual Bonus is to be paid.

Michael F. Buckley

Effective April 24, 2006, we entered into an Employment Agreement, or the President Agreement, with Michael F. Buckley, pursuant to which
Mr. Buckley will serve as our President. The initial term of the President Agreement is three years, subject to annual renewals thereafter, and the President Agreement provides that
Mr. Buckley's base salary will be $400,000 per year, subject to increase at the discretion of our Compensation Committee or full Board of Directors.

Pursuant
to the President Agreement, Mr. Buckley is eligible to earn an annual performance bonus based on EBIT. In accordance with the President Agreement, the amount of bonus and
target performance goals for 2007 will be determined by our Compensation Committee.

The
President Agreement provides that if we terminate Mr. Buckley's employment without Cause or if Mr. Buckley terminates his employment for Good Reason (each as defined in
the President Agreement) Mr. Buckley will receive (i) a severance amount of one and one-half times Mr. Buckley's base salary in effect on the date of termination and
the average annual bonus received by Mr. Buckley for the two complete fiscal years prior to the termination date and (ii) any options or other equity grants received by
Mr. Buckley will vest an additional twelve months. In addition, if we terminate Mr. Buckley's employment without Cause or if Mr. Buckley terminates his employment for Good Reason
during the one year period following a Change in Control (as defined in the President Agreement), he would be entitled to receive severance equal to three times the aggregate of his base salary in
effect on the date of termination and the average annual bonus received by Mr. Buckley for the two complete fiscal years prior to the termination date, and all stock options, restricted stock
and other equity awards would vest in full. The President Agreement also provides that Mr. Buckley will be entitled to receive an additional payment equal to the cumulative amount of any Excise
Tax should any Payment be subject to an Excise Tax (each as defined in the President Agreement).

Peter F. Collins

On March 7, 2007, we entered into an employment letter, or the CFO Employment Letter, with Peter F. Collins, pursuant to which Mr. Collins will
serve as our Chief Financial Officer. Mr. Collins will receive a base salary of $325,000 per year and will be eligible to receive a bonus of up to 150% of his base salary based on the
achievement of certain performance objectives set forth in the CFO Employment Letter. On Mr. Collins' start date, he received a grant of 50,000 shares of our common stock, one third of which
vest upon Mr. Collins' completion of one year of service to us, an additional one third of which vest upon the completion of two years of service to us, and the final one third of which vest
upon the completion of three years of service to us. In addition, Mr. Collins will receive reimbursement (up to a maximum of $115,000) for the actual out-of-pocket
expenses incurred in connection with his relocation from Seattle to California and any commuting costs incurred during the three to six month re-location transition period. In the event
Mr. Collins is terminated within twelve months of a Change in Control (as defined in the CFO Employment Letter), and the reason for the termination of employment is other than for willful
misconduct, Mr. Collins will receive one year severance pay and all outstanding stock options, restricted stock and other equity awards granted to him under any of our equity incentive plans
will become immediately vested and exercisable in full.

40

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Charles A. Lesser

On March 7, 2007, we entered into a Release and Consulting Agreement, or the Consulting Agreement, with Charles A. Lesser, pursuant to which we ended our
employment relationship with Mr. Lesser effective March 26, 2007. From March 26, 2007 until September 26, 2007, Mr. Lesser will provide to us full-time
consulting services, not to exceed 40 hours per week. Mr. Lesser will provide his services exclusively to us and will not provide services of any nature to any other person or entity
without our written consent. For his consulting services, Mr. Lesser will receive a consulting fee of $20,833.33 per month. Mr. Lesser will also receive a lump sum payment of $340,000 on
September 26, 2007, assuming the Consulting Agreement remains in effect through that date. In addition, we will provide payment of COBRA continuation coverage for Mr. Lesser and his
family from March 26, 2007 to September 26, 2008. However, our obligations will end if Mr. Lesser becomes eligible to receive group health coverage under another employer's plan.

If
the Consulting Agreement remains in effect, from March 26, 2007 through September 26, 2007, Mr. Lesser's outstanding shares of restricted stock will continue to
vest in accordance with the original vesting schedule. If the Consulting Agreement is terminated prior to September 26. 2007, Mr. Lesser's outstanding shares of restricted stock will
cease to vest and the stock issuance agreements pursuant to which the shares of restricted stock were granted to Mr. Lesser will terminate in full. If the Consulting
Agreement remains in effect through September 26, 2007, then all of Mr. Lesser's outstanding stock options, restricted stock and other equity awards will be modified to reflect an
additional 12 months of vesting.

Pursuant
to the Consulting Agreement, Mr. Lesser has agreed to unconditionally release and discharge us and our affiliates and representatives from all claims and liabilities of
any kind or nature, whether known or unknown. Mr. Lesser has further agreed that without our consent, for a period of five years, he will be subject to a "standstill period" in which he will
not, among other actions, acquire ownership in any of our securities (other than shares acquired pursuant to the exercise of stock options), participate in or influence any solicitation of proxies,
form or participate in any group with respect to any voting of securities, or participate in any transaction relating to the ownership of our securities or assets. In addition, during the period in
which he serves as a consultant to the us pursuant to the Consulting Agreement, Mr. Lesser will be subject to certain non-competition restrictions, and will be subject to certain
non-solicitation and non-interference restrictions during the same period and for an additional one year thereafter.

Mr. Lesser's
prior Employment Agreement dated January 4, 2006, as amended, was terminated by the Consulting Agreement.

Kymberly Gold-Lubell

On March 14, 2007, we entered into a Waiver and Release Agreement, or the Release Agreement, with Kymberly Gold-Lubell, pursuant to which we
ended our employment relationship with Ms. Gold-Lubell effective March 14, 2007. In connection with the execution of the Release Agreement, Ms. Gold-Lubell
received a lump sum severance payment of $675,000. In addition, provided the Release Agreement remains in effect and for a period of 18 months following March 14, 2007, we will provide
Ms. Gold-Lubell and her eligible family members with group health insurance coverage at least equal to that which would have been provided to them if we had not ended the employment
relationship (or, at our option, pay the applicable COBRA premium for such coverage). However, our obligations will end if Ms. Gold-Lubell becomes eligible to receive group health
coverage under another employer's plan or if she receives health insurance benefits through any family member.

For
a period of two years beginning March 14, 2007, Ms. Gold-Lubell will make herself reasonably available to us to consult regarding the transition of her
duties to other employees of the company. Ms. Gold-Lubell will provide her services exclusively to us and will not provide services of any nature

41

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to
any other person or entity without our written consent. For her consulting services, Ms. Gold-Lubell will receive a consulting fee of $30,208.33 per month.

While
the Release Agreement remains in effect, Ms. Gold-Lubell's outstanding shares of restricted stock will continue to vest in accordance with the original vesting
schedule. All stock options held by Ms. Gold-Lubell must be exercised pursuant to the terms and conditions set forth in our equity incentive plans and the option agreements pursuant
to which the stock options were granted to Ms. Gold-Lubell; provided, however, that notwithstanding anything to the contrary contained in the stock options, the equity incentive
plans or the option agreements, Ms. Gold-Lubell will have a period of three months from March 14, 2007 during which she may exercise outstanding stock options. Thereafter,
any unexercised stock options held by Ms. Gold-Lubell shall terminate and cease to be outstanding.

Pursuant
to the Release Agreement, Ms. Gold-Lubell has agreed to unconditionally release and discharge us and our affiliates and representatives from all claims and
liabilities of any kind or nature, whether known or unknown. Ms. Gold-Lubell will be subject to certain "lock-up" restrictions for a period of three years, which will
restrict her ability to directly or indirectly sell, pledge or dispose of her shares of our common stock. Ms. Gold-Lubell has also agreed that without our consent, for a period of
seven years, she will be subject to a "standstill period" in which she will not, among other actions, acquire ownership in any of the our securities (other than shares acquired pursuant to the
exercise of stock options), participate in or influence any solicitation of proxies, form or participate in any group with respect to any voting of securities, or participate in any transaction
relating to the ownership of our securities or assets.

During
the period in which she serves as a consultant to us pursuant to the Release Agreement, Ms. Gold-Lubell will be subject to certain non-competition
restrictions, which prohibit Ms. Gold-Lubell, without our prior written consent, from engaging in any line of business conducted directly or indirectly by us or which is covered in
a written proposal or business plan of the company, with certain exceptions. Ms. Gold-Lubell will also be subject to certain non-solicitation restrictions during the
period in which she serves as a consultant to us and for an additional one year thereafter. Additionally, Ms. Gold-Lubell will be subject to certain non-interference
restrictions while she serves as a consultant to us and for an additional 18 months thereafter.

Ms. Gold-Lubell's
prior Employment Agreement dated January 4, 2006, as amended, was terminated by the Release Agreement.

Other
than as set out in this filing, we have not entered into any employment or consulting agreements with any of our current officers, directors or employees.

Potential Payments Upon Termination or Change in Control

Other than as described above in the section entitled "Employment Contracts and Termination of Employment and Change in Control Arrangements," we have no plans or
arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation,
retirement or change in control) or a change of responsibilities following a change in control, where the value of such compensation exceeds $10,000 per executive officer.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of three members: Mark S. Maron (Chairman), G. Louis Graziadio, III and Robert L. Harris, II. No officer or employee
participated in deliberations of our Board or Compensation Committee concerning executive officer compensation. None of our executive officers has served on the board of directors or on the
compensation committee of any other entity which had officers who served on our Board or our Compensation Committee.

42

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COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management.

Based
on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Annual Report on
Form 10-K/A for the year ended December 31, 2006.

| |  | Respectfully Submitted by the Compensation Committee of the Board of Directors,
| |  | -------------------------------------------------------------------------------
| |  | Mark Maron (Chairman)
G. Louis Graziadio, III
Robert L. Harris, II             

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters.

The information set forth under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Executive Officers and Compensation" in the
Proxy Statement is incorporated herein by reference.

Equity Compensation Plan Information

The following table provides information as of December 31, 2006 with respect to our common shares issuable under our 2005 Stock Incentive Plan:

|Plan Category                                                 |  | (a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights |  | (b)
Weighted-average exercise price of outstanding options, warrants and rights |      | (c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders        |  | 1,108,332                                                                                       |  | $                                                                               | 1.56 |                                                                                                                                                
|Equity compensation plans not approved by security holders(1) |  | N/A                                                                                             |  |                                                                                 | N/A  |                                                                                                                                                
|                                                              |  |                                                                                                 |  |                                                                                 |      |                                                                                                                                                
|Total                                                         |  | 1,108,332                                                                                       |  | $                                                                               | 1.56 |                                                                                                                                                

---

Item 13.    Certain Relationships and Related Transactions and Director Independence.

The information set forth under the captions "Certain Relationships and Related Party Transactions" and "Election of Directors" in the Proxy Statement is
incorporated herein by reference.

Item 14.    Principal Accountant Fees and Services.

The information set forth under the captions "Audit and Related Fees" and "Pre-Approval Policies and Procedures" in the Proxy Statement is
incorporated herein by reference.

43

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PART IV.

Item 15.    Exhibits, Financial Statements Schedules.

Documents filed as part of this report:





EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1         |  | Agreement and Plan of Merger, dated August 18, 2005, by and between the Registrant and True Religion Apparel, Inc., a Nevada corporation and the Registrant's predecessor in interest (incorporated by reference
from our Form 8-K Current Report, filed August 22, 2005).
|3.1         |  | Certificate of Incorporation (incorporated by reference from our Form 8-K Current Report, filed August 22, 2005).                                                                                                                                                         
|3.2         |  | Bylaws (incorporated by reference from our Form 8-K Current Report, filed August 22, 2005).                                                                                                                                                                               
|4.1         |  | Specimen Common Stock Certificate (incorporated by reference from our Form 8-K Current Report, filed August 22, 2005).                                                                                                                                                    
|10.1        |  | Settlement Agreement and Mutual General Release with The Indigo Group USA and Jeremy Lew (incorporated by reference form our Form 10-QSB Quarterly Report, filed on November 12, 2004).                                                                                   
|10.2        |  | Manufacturer's Agreement with The Indigo Group, USA (incorporated by reference form our Form 10-QSB Quarterly Report, filed on November 12, 2004).                                                                                                                        
|10.3        |  | Discount Factoring Agreement dated December 20, 2004, between Merchant Factors Corp. and Guru Denim, Inc. (incorporated by reference from our Form 10-KSB/A filed on April 6, 2005).                                                                                      
|10.4        |  | True Religion Apparel, Inc. 2005 Stock Incentive Plan (incorporated by reference from our Definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, as filed on July 22, 2005).*                                                 
|10.5        |  | Letter dated July 1, 2005 amending the terms of the Discount Factoring Agreement between Merchant Factors Corp. and Guru Denim, Inc. (incorporated by reference from our Form 10-Q Quarterly Report, filed August 15,
2005).                                              

44

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|10.6  |  | Standard Single-Tenant Sublease dated July 1, 2005 between L.A. Fabric Imports, Inc. and Guru Denim, Inc. for 1557 Rio Vista Ave. Los Angeles, California (incorporated by reference from our Form 10-Q Quarterly Report, filed
August 15, 2005).
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7  |  | Form of Indemnification Agreement between True Religion Apparel, Inc. and its officers and directors (incorporated by reference from our Form 10-Q Quarterly Report, filed November 14, 2005).                                                   
|10.8  |  | Employment Agreement by and between the Company and Jeffrey Lubell dated January 4, 2006 (incorporated by reference from our Form 8-K Current Report, filed on January 10, 2006).*                                                               
|10.9  |  | Employment Agreement by and between the Company and Charles Lesser dated January 4, 2006 (incorporated by reference from our Form 8-K Current Report, filed on January 10, 2006).*                                                               
|10.10 |  | Employment Agreement by and between the Company and Kymberly Lubell dated January 4, 2006 (incorporated by reference from our Form 8-K Current Report, filed on January 10, 2006).*                                                              
|10.11 |  | Lease Agreement by and among True Religion Apparel, Inc., Guru Denim, Inc. and Rio Vista Industrial Investments, LLC dated May 28, 2004 (incorporated by reference from our 10-KSB Annual Report, filed on March 31,
2006).                      
|10.12 |  | Settlement Agreement and General Release by and between True Religion Apparel, Inc. and Joseph Canouse dated March 21, 2006 (incorporated by reference from our Form 10-KSB Annual Report, filed on March 31, 2006).                             
|10.13 |  | Employment Agreement dated April 12, 2006, by and between the Company and Michael Buckley, effective as of April 24, 2006 (incorporated by reference from our Form 8-K Current Report, filed April 14, 2006).*                                   
|10.14 |  | Standard Industrial/Commercial Single-Tenant LeaseGross dated May 17, 2006, among ADJ Enterprises, Ltd., Guru Denim, Inc. and the Company (incorporated by reference from our Form 8-K Current Report, filed April 14,
2006).                   
|10.15 |  | Amendment to Employment Agreement dated May 31, 2006, by and between Jeffrey Lubell and the Company (incorporated by reference from our Form 8-K Current Report, filed June 5, 2006).*                                                           
|10.16 |  | Amendment to Employment Agreement dated May 31, 2006, by and between Kymberly Lubell and the Company (incorporated by reference from our Form 8-K Current Report, filed June 5, 2006).*                                                          
|10.17 |  | Amendment to Employment Agreement dated May 31, 2006, by and between Charles Lesser and the Company (incorporated by reference from our Form 8-K Current Report, filed June 5, 2006).*                                                           
|10.18 |  | Waiver and Release Agreement dated May 30, 2006, by and among Mark Saltzman, the Company and Guru Denim, Inc. (incorporated by reference from our Form 8-K Current Report, filed June 5, 2006).*                                                 
|10.19 |  | Letter dated June 8, 2006, amending the terms of the Discount Factoring Agreement dated December 20, 2004, between Merchant Factors Corp. and Guru Denim, Inc. (incorporated by reference from our 10-Q/A filed on August 15,
2006).             

45

---



|10.20 |  | Amendment No. 1 to Employment Agreement by and between the Company and Charles Lesser dated January 3, 2007 (incorporated by reference from our Form 8-K Current Report, filed January 3, 2007).*                                            
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.21 |  | Independent Contractor Agreement dated as of February 1, 2007, by and between Guru Denim, Inc. and L'Atelier (incorporated by reference from our Form 8-K Current Report filed on January 25, 2007).                                         
|10.22 |  | Employment Letter, dated March 7, 2007, by and between the Company and Peter Collins (incorporated by reference from our Form 8-K Current Report filed on March 8, 2007).*                                                                   
|10.23 |  | Release and Consulting Agreement, dated March 7, 2007, by and among Charles Lesser, the Company and Guru Denim, Inc. (incorporated by reference from our Form 8-K Current Report filed on March 8, 2007).*                                   
|10.24 |  | Amendment to the True Religion Apparel, Inc. 2005 Stock Incentive Plan (incorporated by reference from our Form 8-K Current Report filed on March 8, 2007).*                                                                                 
|21.1  |  | Subsidiaries of the Company (incorporated by reference from our Form 10-K Annual Report filed on March 27, 2007).                                                                                                                            
|23.1  |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                                   
|31.1  |  | Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (incorporated by reference from our Form 10-K Annual Report filed on March 27, 2007).                                
|31.2  |  | Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (incorporated by reference from our Form 10-K Annual Report filed on March 27, 2007).                                
|31.3  |  | Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934.                                                                                                                    
|31.4  |  | Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934.                                                                                                                    
|32.1  |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (incorporated by reference from our Form 10-K Annual Report filed on March 27,
2007).
|32.2  |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference from our Form 10-K Annual Report filed on March 27,
2007). 
|32.3  |  | Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.                                                                                    
|32.4  |  | Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                     

---

46

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TRUE RELIGION APPAREL, INC. AND SUBSIDIARY        INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                     |  | Pages
|---------------------------------------------------------------------------------------------------- |  | -----
|Management's Report on Internal Control over Financial Reporting                                     |  | F-1  
|Reports of Independent Registered Public Accounting Firm                                             |  | F-3  
|Consolidated Balance Sheets as of December 31, 2006 and 2005                                         |  | F-6  
|Consolidated Financial Statements of Income for the years ended December 31, 2006, 2005 and 2004     |  | F-7  
|Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004           |  | F-8  
|Consolidated Statements of Stockholders' Equity for the years ended December 31, 2006, 2005 and 2004 |  | F-9  
|Notes to Consolidated Financial Statements                                                           |  | F-10 

F-i

---





MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as is defined in the Securities Exchange Act of
1934, as amended. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial
statements for external reporting purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting includes maintaining records
that, in reasonable detail, accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in
accordance with accounting principles generally accepted in the United States; providing reasonable assurance that receipts and expenditures of the Company are made only in accordance with management
authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented
or detected on a timely basis.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As
reported in Management's Report on Internal Control Over Financial Reporting (the "Original Report") included in the Original Filing, as of the end of the 2006 fiscal year, management
conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the framework in Internal Control-Integrated Framework (the "Framework") issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation, management concluded that the Company's system of internal control over financial reporting was
ineffective as of December 31, 2006. Based on the COSO criteria, management identified control deficiencies that constitute material weaknesses. A material weakness is a control deficiency or a
combination of control deficiencies, which results in more than a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected in
a timely manner. Specifically, the following material weaknesses were detected or identified in the Original Report.

As
a result of the audit, our Independent Registered Public Accounting Firm discovered a material understatement of accounts payable and accrued expenses. As a result of the discovery of
these errors, the Company recorded approximately $1,015,000 of additional expenses for the year ended
December 31, 2006. These errors were not discovered by our internal controls; specifically our year end search for unrecorded liabilities. Management has concluded this constitutes a material
weakness with respect to the controls over completeness of accounts payable and accrued expenses.

In
connection with its review of our consolidated financial statements, our Independent Registered Public Accounting Firm discovered that the consolidated financial statements we
presented to them before our filing of the Form 10-K were not in compliance with Regulation S-X and Generally Accepted Accounting Principles. Specifically, the
consolidated financial statements we presented to our Independent Registered Public Accounting Firm were lacking significant disclosures and contained inconsistencies within the document. Management
has concluded that a material weakness existed with respect to its controls over the financial reporting process.

During
the quarter ended September 30, 2006, the Company incorrectly calculated its provision for income taxes and related deferred tax assets resulting in an adjustment of
approximately $900,000 to increase income tax expense, approximately $166,000 to increase deferred tax assets, and approximately $1,066,000 to decrease prepaid income taxes. Management has concluded
that a material weakness existed at that time over the accuracy if it's calculation of provision for income taxes and related balance sheet accounts.

F-1

---



In
connection with the filing of this amended Annual Report on Form 10-K/A, our management conducted an evaluation, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of our internal control over financial reporting based on the COSO framework. Based on this evaluation, our management, in assessing
the findings of the voluntary review as well as the restatement of our financial statements, concluded that our internal control over financial reporting was not effective at December 31, 2006
because of the material weaknesses. The following additional material weaknesses were identified:



Management's
assessment of the effectiveness of the Company's internal control over financial closing and reporting as of December 31, 2006 has been audited by Stonefield Josephson, Inc.
an independent registered public accounting firm, as stated in their report, which is included herein.

F-2

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board
of Directors
True Religion Apparel Inc. and Subsidiary

We
have audited the accompanying consolidated balance sheets of True Religion Apparel Inc. and Subsidiary as of December 31, 2006 and 2005, and the related consolidated statements of
income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2006. These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of True Religion Apparel Inc. and
Subsidiary as of December 31, 2006 and 2005, and the results of their consolidated operations and their consolidated cash flows for each of the three years in the period ended December 31, 2006, in
conformity with accounting principles generally accepted in the United States of America.

As
discussed in Note 9 to the consolidated financial statements, in 2006 the Company adopted Statement of Financial Accounting Standards No. 123 (Revised), "Share Based Payment".

As
discussed in Note 17 to the consolidated financial statements, the Company has restated its financial statements as of December 31, 2006 and 2005, and for each of the three years
ended December 31, 2006.

We
also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of True Religion Apparel Inc.'s internal
control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission and our report dated March 23, 2007 expressed an unqualified opinion on managements assessment of internal control, and an adverse opinion on the effectiveness of internal control over
financial reporting.

/s/
Stonefield Josephson, Inc.
Los Angeles, California
March 23, 2007 (except for Note 17, as to which the date is April 29, 2008)

F-3

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and 
Stockholders of True Religion Apparel, Inc. and Subsidiary

We
have audited management's assessment, included in the accompanying Management's Report on Internal Control Over Financial Reporting, that True Religion Apparel, Inc. and
Subsidiary did not maintain effective internal control over financial reporting as of December 31, 2006, because of the effect of the material weaknesses identified in managements assessment,
based on criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organization of the Treadway
Commission ("COSO"). True Religion Apparel, Inc. and Subsidiary's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the company's internal control
over financial reporting based on our audit.

We
conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A
company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A
material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected. The following material weaknesses have been identified and included in management's assessment.

As
a result of our audit, we discovered material understatements of the Company's accounts payable and accrued expenses. As a result of the discovery of these errors, the Company
recorded approximately $1.02 million of additional expenses for the year ended December 31, 2006. These errors were not discovered by the Company's internal controls; specifically their
year end search for unrecorded liabilities. These matters constitute a material weakness with respect to the Company's internal controls over completeness of accounts payable and accrued expenses.

In
connection with our review of the Company's consolidated financial statements, we discovered that the consolidated financial statements presented to us were not in compliance with
Regulation S-X

F-4

---



and
Generally Accepted Accounting Principles. Specifically, the consolidated financial statements we were presented lacked significant disclosures and contained inconsistencies within the document.
These matters constitute a material weakness in the Company's internal control over the year end financial reporting process.

During
the quarter ended September 30, 2006, the Company incorrectly calculated their provision for income taxes and related deferred tax assets resulting in a material adjustment
of approximately $900,000 to increase income tax expense, approximately $166,000 to increase deferred tax assets, and approximately $1.07 million to decrease prepaid income taxes. This matter
constitutes a material weakness over the accuracy of the Company's calculation of provision for income taxes and related balance sheet accounts.

The
Company did not account for stock-based compensation properly because it did not apply the guidance found in generally accepted accounting principles to stock-based compensation from
2003 to 2006.

These
material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2006 consolidated financial statements, and this report
does not affect our report dated March 23, 2007, on those financial statements.

In
our opinion, management's assessment that True Religion Apparel, Inc. and Subsidiary did not maintain effective internal control over financial reporting as of
December 31, 2006, is fairly stated, in all material respects, based on criteria established inInternal ControlIntegrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Also, in our opinion, because of the effects of the material weaknesses described above on the achievement of
the objectives of the control criteria, True Religion Apparel, Inc. and Subsidiary has not maintained effective internal control over financial reporting as of December 31, 2006, based
on criteria established inInternal ControlIntegrated Frameworkissued by COSO.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of True Religion
Apparel Inc. and Subsidiary as of December 31, 2006 and 2005, and the related consolidated statements of income, stockholders' equity and cash flows for each of the three years in the
period ended December 31, 2006 and our report dated March 23, 2007 expressed an unqualified opinion on those consolidated financial statements.

/s/
Stonefield Josephson, Inc.
Los Angeles, California
March 23, 2007

F-5

---





TRUE RELIGION APPAREL, INC. AND SUBSIDIARY        CONSOLIDATED BALANCE SHEETS

|                                                                                                                             |  | December 31,
|---------------------------------------------------------------------------------------------------------------------------- |  | ------------
|
|
|ASSETS                                                                                                                       |  |             
|Current Assets:                                                                                                              |  |             
|Cash and cash equivalents                                                                                                    |  | $           
|Marketable securities, available for sale                                                                                    |  |             
|Accounts receivable, net of allowances of $495,672 and $478,719, respectively                                                |  |             
|Due from factor, net of charge backs and other deductions (Note 3)                                                           |  |             
|Inventory (Note 4)                                                                                                           |  |             
|Deferred tax asset                                                                                                           |  |             
|Prepaid expenses and short term deposits                                                                                     |  |             
|                                                                                                                             |  |             
|Total Current Assets                                                                                                         |  |             
|Property and equipment, net of accumulated depreciation (Note 5)                                                             |  |             
|Deposits and other assets                                                                                                    |  |             
|                                                                                                                             |  |             
|TOTAL ASSETS                                                                                                                 |  | $           
|                                                                                                                             |  |             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                         |  |             
|Current Liabilities:                                                                                                         |  |             
|Accounts payable and accrued expenses                                                                                        |  | $           
|Accrued payroll, vacation and bonus expense                                                                                  |  |             
|Income taxes payable                                                                                                         |  |             
|Other accrued expenses                                                                                                       |  |             
|                                                                                                                             |  |             
|Total current liabilities                                                                                                    |  |             
|                                                                                                                             |  |             
|Long-term Liabilities:                                                                                                       |  |             
|Long-term deferred rent                                                                                                      |  |             
|                                                                                                                             |  |             
|Total long-term liabilities                                                                                                  |  |             
|                                                                                                                             |  |             
|TOTAL LIABILITIES                                                                                                            |  |             
|                                                                                                                             |  |             
|Commitments and contingencies (Note 10)                                                                                      |  |             
|Stockholders' Equity:                                                                                                        |  |             
|Preferred Stock, $.0001 par value, 20,000,000 shares authorized, 0 issued and outstanding, respectively                      |  |             
|Common Stock, $.0001 par value, 80,000,000 shares authorized, 23,253,529 and 22,207,865 issued and outstanding, respectively |  |             
|Additional paid in capital                                                                                                   |  |             
|Retained earnings                                                                                                            |  |             
|                                                                                                                             |  |             
|Total Stockholders' Equity                                                                                                   |  |             
|                                                                                                                             |  |             
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                   |  | $           
|                                                                                                                             |  |             

The
accompanying notes are an integral part of these consolidated financial statements.

F-6

---





TRUE RELIGION APPAREL, INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME        Years ended December 31, 2006, 2005, and 2004

|                                                   |                            | 2006 |             | 2005       |   | 2004       
|-------------------------------------------------- | -------------------------- | ---- | ----------- | ---------- | - | -----------
|
|Net sales                                          |                            | $    | 140,488,947 |            | $ | 103,219,165
|Cost of Sales                                      |                            |      | 65,476,092  |            |   | 49,891,970 
|                                                   |                            |      |             |            |   |            
|Gross Profit                                       |                            |      | 75,012,855  |            |   | 53,327,195 
|Selling, General and Administrative Expenses:      |                            |      |             |            |   |            
|                                                   | Selling and shipping       |      |             | 15,795,473 |   |            
|                                                   | Retail                     |      |             | 2,288,604  |   |            
|                                                   | General and administrative |      |             | 18,952,967 |   |            
|                                                   | Investment banking expense |      |             | 892,620    |   |            
|                                                   | Settlement expense         |      |             | 2,106,475  |   |            
|                                                   |                            |      |             |            |   |            
|Total selling, general and administrative expenses |                            |      | 40,036,139  |            |   | 21,857,251 
|                                                   |                            |      |             |            |   |            
|Income from Operations                             |                            |      | 34,976,716  |            |   | 31,469,944 
|Other (Income)/Expense:                            |                            |      |             |            |   |            
|Other Income                                       |                            |      | (61,277     | )          |   | (55,426    
|Realized gain on marketable securities             |                            |      | (212,576    | )          |   | (9,903     
|Interest Income                                    |                            |      | (530,502    | )          |   | (30,197    
|                                                   |                            |      |             |            |   |            
|Total Other (Income)/Expense                       |                            |      | (804,355    | )          |   | (95,526    
|                                                   |                            |      |             |            |   |            
|Income before Provision for Income Taxes           |                            |      | 35,781,071  |            |   | 31,565,470 
|Provision for Income Taxes                         |                            |      | 14,035,168  |            |   | 13,125,669 
|                                                   |                            |      |             |            |   |            
|Net Income                                         |                            | $    | 21,745,903  |            | $ | 18,439,801 
|                                                   |                            |      |             |            |   |            
|Net Income per shareBasic                         |                            | $    | 0.97        |            | $ | 0.85       
|                                                   |                            |      |             |            |   |            
|Net income per shareDiluted                       |                            | $    | 0.92        |            | $ | 0.81       
|                                                   |                            |      |             |            |   |            
|Weighted average shares outstandingbasic          |                            |      | 22,495,708  |            |   | 21,676,858 
|                                                   |                            |      |             |            |   |            
|Weighted average shares outstandingdiluted        |                            |      | 23,608,343  |            |   | 22,657,226 
|                                                   |                            |      |             |            |   |            

The
accompanying notes are an integral part of these consolidated financial statements

F-7

---





TRUE RELIGION APPAREL, INC. AND SUBSIDIARY        CONSOLIDATED STATEMENT OF CASH FLOWS        Years ended December 31, 2006, 2005, and 2004

|                                                          |                                                                                   | 2006                                           |                                              | 2005       |            | 2004       |           
|--------------------------------------------------------- | --------------------------------------------------------------------------------- | ---------------------------------------------- | -------------------------------------------- | ---------- | ---------- | ---------- | ----------
|
|CASH FLOWS FROM OPERATING ACTIVITIES:                     |                                                                                   |                                                |                                              |            |            |            |           
|                                                          | Net income                                                                        |                                                | $                                            | 21,745,903 |            | $          | 18,439,801
|                                                          | Adjustments to reconcile net income to net cash provided by operating activities: |                                                |                                              |            |            |            |           
|                                                          |                                                                                   | Depreciation and amortization                  |                                              |            | 451,316    |            |           
|                                                          |                                                                                   | Provision for bad debt                         |                                              |            | 273,141    |            |           
|                                                          |                                                                                   | Shares issued for services                     |                                              |            | 2,104,000  |            |           
|                                                          |                                                                                   | Stock-based compensation                       |                                              |            | 6,720,874  |            |           
|                                                          |                                                                                   | Tax benefit from stock-based compensation      |                                              |            | 1,758,228  |            |           
|                                                          |                                                                                   | Excess tax benefit on stock-based compensation |                                              |            | (1,612,077 | )          |           
|                                                          |                                                                                   | Deferred taxes                                 |                                              |            | (1,067,234 | )          |           
|Unrealized gain on securities                             |                                                                                   |                                                |                                             |            |            | (13,426    | )         
|                                                          | Changes in assets and liabilities:                                                |                                                |                                              |            |            |            |           
|                                                          | (Increase) Decrease in assets                                                     |                                                |                                              |            |            |            |           
|                                                          |                                                                                   |                                                | Accounts Receivable                          |            |            | 1,117,358  |           
|                                                          |                                                                                   |                                                | Due from Factor                              |            |            | (2,809,388 | )         
|                                                          |                                                                                   |                                                | Inventory                                    |            |            | 758,507    |           
|                                                          |                                                                                   |                                                | Vendor receivable                            |            |            | 247,053    |           
|                                                          |                                                                                   |                                                | Stock subscription receivable                |            |            | 68,080     |           
|                                                          |                                                                                   |                                                | Other receivable                             |            |            | (439,221   | )         
|                                                          |                                                                                   |                                                | Prepaid Expenses and other current assets    |            |            | (297,918   | )         
|                                                          |                                                                                   |                                                | Deposits and other assets                    |            |            | (474,318   | )         
|                                                          | Increase (Decrease) in liabilities                                                |                                                |                                              |            |            |            |           
|                                                          |                                                                                   |                                                | Accounts payable and accrued expenses        |            |            | 2,394,921  |           
|                                                          |                                                                                   |                                                | Accrued payroll, vacation and bonus expenses |            |            | 372,120    |           
|                                                          |                                                                                   |                                                | Accrued customer credits                     |            |            | 98,330     |           
|                                                          |                                                                                   |                                                | Accrued incentive compensation payable       |            |            | 845,037    |           
|                                                          |                                                                                   |                                                | Deferred revenue                             |            |            | 223,779    |           
|                                                          |                                                                                   |                                                | Sales tax payable                            |            |            | 334,330    |           
|                                                          |                                                                                   |                                                | Income taxes payable                         |            |            | (1,155,502 | )         
|                                                          |                                                                                   |                                                | Long term lease liability                    |            |            | 425,296    |           
|                                                          |                                                                                   |                                                |                                              |            |            |            |           
|Net cash provided by operating activities                 |                                                                                   |                                                | 32,082,615                                   |            |            | 13,174,294 |           
|CASH FLOWS USED IN INVESTING ACTIVITIES:                  |                                                                                   |                                                |                                              |            |            |            |           
|Purchase of equipment and trademarks                      |                                                                                   |                                                | (4,467,697                                   | )          |            | (752,198   | )         
|Sales of marketable securities                            |                                                                                   |                                                | 63,135,189                                   |            |            |           |           
|Purchase of marketable securities                         |                                                                                   |                                                | (60,162,003                                  | )          |            | (3,804,100 | )         
|                                                          |                                                                                   |                                                |                                              |            |            |            |           
|Net cash used in investing activities                     |                                                                                   |                                                | (1,494,511                                   | )          |            | (4,556,298 | )         
|CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:              |                                                                                   |                                                |                                              |            |            |            |           
|Proceeds from exercise of stock options                   |                                                                                   |                                                | 243,524                                      |            |            | 869,878    |           
|Proceeds from exercise of warrants                        |                                                                                   |                                                |                                             |            |            |           |           
|Proceeds from private placements                          |                                                                                   |                                                |                                             |            |            |           |           
|Excess tax benefit on stock-based compensation            |                                                                                   |                                                | 1,612,077                                    |            |            |           |           
|                                                          |                                                                                   |                                                |                                              |            |            |            |           
|Net cash provided by financing activities                 |                                                                                   |                                                | 1,855,601                                    |            |            | 869,878    |           
|                                                          |                                                                                   |                                                |                                              |            |            |            |           
|Net increase in cash                                      |                                                                                   |                                                | 32,443,705                                   |            |            | 9,487,874  |           
|Cash and cash equivalents, beginning of year              |                                                                                   |                                                | 12,433,932                                   |            |            | 2,946,058  |           
|                                                          |                                                                                   |                                                |                                              |            |            |            |           
|Cash and cash equivalents, end of year                    |                                                                                   | $                                              | 44,877,637                                   |            | $          | 12,433,932 |           
|                                                          |                                                                                   |                                                |                                              |            |            |            |           
|                                                          |                                                                                   |                                                |                                             |            |            |           |           
|Supplemental disclosure of cash flow information:         |                                                                                   |                                                |                                              |            |            |            |           
|Interest Paid                                             |                                                                                   | $                                              | 85,562                                       |            | $          | 35,073     |           
|Taxes Paid                                                |                                                                                   | $                                              | 15,080,000                                   |            | $          | 8,197,165  |           
|Fair market value of restricted stock issued for services |                                                                                   | $                                              | 2,104,000                                    |            | $          | 48,500     |           
|Fair market value of restricted stock issued for payable  |                                                                                   | $                                              |                                             |            | $          | 1,250,000  |           

The accompanying notes are an integral part of these financial statements

F-8

---





TRUE RELIGION APPAREL, INC. AND SUBSIDIARY        STATEMENTS OF STOCKHOLDERS' EQUITY        For the years ending December 31, 2006, 2005, and 2004

|                                                            |  | Shares     |  | Amount |       | Additional Paid In Capital |   | Retained Earnings |   | Total
|----------------------------------------------------------- |  | ---------- |  | ------ | ----- | -------------------------- | - | ----------------- | - | -----
|Balance at January 1, 2004                                  |  | 18,825,133 |  | $      | 1,883 |                            | $ | 915,137           |   | $    
|Issuance of common stock for cash                           |  | 900,000    |  |        | 90    |                            |   | 999,910           |   |      
|Issuance of common stock for services                       |  | 26,437     |  |        | 2     |                            |   | 42,318            |   |      
|Issuance of common stock for cash upon exercise of warrants |  | 900,000    |  |        | 90    |                            |   | 999,910           |   |      
|Exercise of stock options                                   |  | 63,000     |  |        | 6     |                            |   | 45,504            |   |      
|Expense related to modification of warrants                 |  |            |  |        |       |                            |   | 46,100            |   |      
|Issuance of options in exchange for services                |  |            |  |        |       |                            |   | 24,900            |   |      
|Issuance of restricted stock                                |  | 250,000    |  |        | 25    |                            |   | (25               | ) |      
|Tax benefit on stock-based compensation                     |  |            |  |        |       |                            |   | 153,581           |   |      
|Amortization of long-term share-based compensation expense  |  |            |  |        |       |                            |   | 119,094           |   |      
|Compensation expense for modified options                   |  |            |  |        |       |                            |   | 455,696           |   |      
|Net Income for the year ended December 31, 2004             |  |            |  |        |       |                            |   |                   |   |      
|                                                            |  |            |  |        |       |                            |   |                   |   |      
|Balance at December 31, 2004 (as restated See Note 17)      |  | 20,964,570 |  | $      | 2,096 |                            | $ | 3,802,125         |   | $    
|Stock-based compensation                                    |  |            |  |        |       |                            |   | 1,684,002         |   |      
|Issuance of common stock for services                       |  | 17,960     |  |        | 2     |                            |   | 48,498            |   |      
|Issuance of common stock in lieu of payable                 |  | 100,000    |  |        | 10    |                            |   | 1,249,990         |   |      
|Issuance of restricted stock                                |  | 27,000     |  |        | 3     |                            |   | (3                | ) |      
|Exercise of stock options                                   |  | 1,098,335  |  |        | 110   |                            |   | 869,775           |   |      
|Tax benefit on stock-based compensation                     |  |            |  |        |       |                            |   | 1,677,711         |   |      
|Net Income for the year ended December 31, 2005             |  |            |  |        |       |                            |   |                   |   |      
|                                                            |  |            |  |        |       |                            |   |                   |   |      
|Balance at December 31, 2005 (as restated See Note 17)      |  | 22,207,865 |  | $      | 2,221 |                            | $ | 9,332,098         |   | $    
|Stock-based compensation                                    |  |            |  |        |       |                            |   | 6,720,874         |   |      
|Issuance of common stock for litigation settlement          |  | 100,000    |  |        | 10    |                            |   | 2,103,990         |   |      
|Issuance of restricted stock                                |  | 712,000    |  |        | 72    |                            |   | (72               | ) |      
|Exercise of stock options                                   |  | 233,664    |  |        | 23    |                            |   | 243,501           |   |      
|Tax benefit on stock-based compensation                     |  |            |  |        |       |                            |   | 1,758,228         |   |      
|Net Income for the year ended December 31, 2006             |  |            |  |        |       |                            |   |                   |   |      
|                                                            |  |            |  |        |       |                            |   |                   |   |      
|Balance at December 31, 2006 (as restated See Note 17)      |  | 23,253,529 |  | $      | 2,326 |                            | $ | 20,158,619        |   | $    
|                                                            |  |            |  |        |       |                            |   |                   |   |      

The accompanying notes are an integral part of these financial statements

F-9

---





TRUE RELIGION APPAREL, INC. AND SUBSIDIARY        NOTES TO FINANCIAL STATEMENTS        FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 1BASIS OF PRESENTATION

Description of company

True Religion Apparel, Inc. (the "Company") designs, markets and distributes high-fashion denim jeans and other apparel including skirts,
shorts, jackets, sweat suits, shirts and knitwear which are sold throughout the world. During the year ended December 31, 2006 United States sales were approximately 74% and foreign sales were
approximately 26%.

The
Company's products are sold through three primary distribution channels: in the Company's own stores, to a network of wholesale accounts and through the Internet. True Religion
branded products, some of which are produced under license, are also sold internationally through a series of licensees and distributors. The Company's core customer is a fashion-conscious consumer
primarily between the ages of 15 and 45. These consumers are part of a highly desirable demographic group that we believe has significant disposable income. The Company also appeals to customers
outside this group through specialty product lines that include True Religion Kids, targeted to boys and girls aged six to 12.

The
Company was incorporated in Nevada in 2001 and currently operates as a Delaware corporation.

Business Segments

The business segments of the Company are wholesale and retail. The Company believes this segment reporting better reflects how its two business
segmentswholesale and retailare managed and each segment's performance is evaluated. The retail segment includes the Company's retail and Internet operations. The wholesale
segment includes the wholesale operations in the United States and internationally. The retail business segment's results exclude corporate overhead costs, which consist of shared costs of the
organization. These costs are presented separately and generally include, among other things, the following corporate costs: information
technology, human resources, accounting and finance, executive compensation, facilities and legal. Financial information about each segment for the fiscal years ended December 31, 2006, 2005,
and 2004 are included under Note 14 to the Consolidated Financial Statements contained herein.

In
2006, 96% of our net revenue was generated from wholesale operations and 4% from retail operations. Our total net revenue in 2006 was $140.5 million and net earnings were
$21.7 million.

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES

Principles of Consolidation

These consolidated financial statements include the accounts of True Religion Apparel, Inc. and its wholly owned subsidiary Guru Denim, Inc. All
material inter-company accounts have been eliminated in consolidation.

Comprehensive Income

Comprehensive income, which is reported in the accompanying consolidated statement of stockholders' equity, consists of net income and other gains or losses
affecting equity that, under US GAAP, are excluded from net income. The components of other comprehensive income for the

F-10

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Continued)

Company
primarily consist of foreign currency translation gains and losses and deferred gains and losses on investments.

Classification of Certain Costs and Expenses

The Company includes product cost, inbound freight charges, purchasing costs and outbound freight for the retail business in costs of sales. Design, marketing,
sales commissions, advertising, customer service, production activities unrelated to manufacturing, and shipping costs related to the wholesale business are included in selling and shipping expenses
and amounted to $15.8 million, $10.0 million and $3.4 million for the years ended December 31, 2006, 2005, and 2004, respectively.

The
Company includes corporate overhead costs and other general and administrative costs as the only components of general and administrative expenses.

The
Company classifies amounts billed to customers for shipping fees as revenues, and classifies costs related to shipping as cost of sales in the accompanying consolidated statements of
operations.

Certain
amounts for the fiscal year ended December 31, 2005 have been reclassified to conform to the presentation of the December 31, 2006 amounts. These reclassifications
have no effect on reported net income.

Fair Value of Financial Instruments

For certain of our financial instruments, none of which are held for trading, including accounts receivable, factored receivables and accounts payable and accrued
expenses, the carrying amounts approximate fair value due to their short maturities.

Use of Estimates

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities,
revenues and expenses. We evaluate our estimates on an on-going basis, including those related to provisions for doubtful accounts, reserve for chargebacks, life and estimated value on
property and equipment, inventories, valuation of stock, valuation of options, analysis of deferred tax asset and liabilities and provision for income taxes, commitments and contingencies and
litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

The Company recognizes retail operations revenue at the point of sale and wholesale operations revenue from the sale of merchandise when products are shipped and
the customer takes title and assumes risk of loss, collection of relevant receivable is reasonably assured, pervasive evidence of an arrangement exists, and the sales price is fixed or determinable.
On a quarterly basis, the Company accrues for potential future returns and charges actual returns against the accrued amount. For the

F-11

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Continued)

years
ended December 31, 2006, 2005, and 2004, the Company recognized returns of $3.4 million, $2.2 million and $0.6 million, respectively. For the years ended
December 31, 2006, 2005, and 2004, we recorded an estimated $0.5 million, $0.5 million and $0.2 million, respectively, in reserves for future charge-backs and other
deductions for non-factored receivables and $0.7 million of allowances for doubtful accounts on factored receivables.

Net Royalty Revenue

Royalty revenue is based upon a percentage, as defined in the underlying agreement, of the licensee's actual net sales or minimum net sales, whichever is greater.
The Company receives guaranteed minimum payments in consideration of the grant of license rights. These payments are recognized ratably as revenue over the term of the license agreement. The
unrecognized portion of the guaranteed minimum payments is included in deferred revenues. During 2006 we successfully negotiated license agreements for certain significant product categories. During
2006 we received $0.3 million in cash for these licenses, of which we have recognized approximately $0.1 million as revenue in 2006.

Gift Certificates and Store Credits

The Company defers all revenues related to gift certificates and store credits until they are redeemed for merchandise. For the year ended December 31,
2006, the Company had a total liability of les than $0.1 million related to unredeemed gift certificates.

Advertising

We expense advertising costs, consisting primarily of placement in publications, along with design and printing costs of sales materials when incurred.
Advertising expense for the years ended December 31, 2006, 2005, and 2004 amounted to $0.4 million, $0.1 million and $0.1 million, respectively.

Cash and Cash Equivalents

Equivalents

For purposes of the statement of cash flows, cash equivalents include all highly liquid debt instruments with original maturities of three months or less which
are not securing any corporate obligations.

Balances

We maintain our cash in bank deposit accounts which, at times, may exceed federally insured limits. We have not experienced any losses in such accounts.

Concentration of Credit Risk

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and accounts receivable. We extend credit to customers
located throughout North America, whose sales

F-12

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Continued)

invoices
have not been sold to our factor, based upon an evaluation of the customer's financial condition and credit history. With the exception of our Japanese distributor, most of our customers
located outside of the United States pay on a cash in advance basis. However, such credit risk is considered limited due to our large customer base. Our credit losses for the periods presented have
not exceeded management's estimates. For the years ended December 31, 2006, 2005, and 2004 our Japanese distributor accounted for approximately $15.0 million (11%), $29.5 million
(29%), and $6.7 million (24%), respectively, of our net sales. Our Japanese distributor provides checks for all shipments. As of December 31, 2006, we were owed $3.5 million by
our Japanese distributor. During the years ended December 31, 2006, 2005, and 2004 sales to nationwide stores, including Neiman Marcus, Nordstrom, Saks Fifth Avenue, Bloomingdale's, and
Barney's New York accounted for approximately 35%, 35%, and 11% respectively, of sales made in the United States. With the exception of our Japanese distributor, no single customer represents more
than 10% of net sales for the three years presented.

Earnings Per Share

The Company uses Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per Share" for calculating the basic and diluted loss per share.
Basic income per share is computed by dividing net income by the weighted average number of common shares outstanding.

|                                            |  | 2006       |  | 2005       |  | 2004      
|------------------------------------------- |  | ---------- |  | ---------- |  | ----------
|Weighted-average shares outstandingbasic   |  | 22,495,708 |  | 21,676,858 |  | 19,999,175
|Dilutive common shares                      |  | 1,112,635  |  | 980,368    |  | 494,981   
|                                            |  |            |  |            |  |           
|Weighted average shares outstandingdiluted |  | 23,608,343 |  | 22,657,226 |  | 20,494,156
|                                            |  |            |  |            |  |           

Diluted
income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and were dilutive.

Income Taxes

In accordance with SFAS No. 109, "Accounting for Income Taxes", income taxes are accounted for using the assets and liabilities approach. Deferred tax
assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their
respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will
not be recognized.

Inventory

Inventory is valued at the lower of cost or market. Cost is determined by the average cost method. We continually evaluate our inventories by assessing slow
moving current product as well as prior seasons' inventory. Market value of non-current inventory is estimated based on historical sales trends

F-13

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Continued)

for
this category of inventory of our company's individual product lines, the impact of market trends, an evaluation of economic conditions and the value of current orders relating to the future sales
of this type of inventory. At December 31, 2006, inventory consisted of finished goods and work in process.

Property and Equipment

Property and equipment are stated at cost. Depreciation of equipment is provided for by the straight-line method over the equipment's estimated useful
life. Expenditures for repairs and maintenance are charged to operations as incurred, while renewals and betterments are capitalized.

Building improvements

5 to 10 yearsMachinery and equipment

5 yearsComputer equipment

5 yearsFurniture and fixtures

5 yearsTrade show booths

5 years


Accounts Receivable

We extend credit to customers whose sales invoices have not been sold to our factor based upon an evaluation of the customer's financial condition and credit
history and generally require no collateral. Management performs regular evaluations concerning the ability of our customers to satisfy their obligations and records a provision for doubtful accounts
based on these evaluations. We place an account for collection with an external collection agency after 90 days past due. The decision to place an account into collection takes into
consideration the customer's ability and willingness to pay. If the collection agency reports it does not have the ability to collect on the account after 90 days, the accounts is written off
to bad debt. Based on historical losses, existing economic conditions and collection practices, the Company's allowance for doubtful accounts has been estimated to be $0.5 million at
December 31, 2006. The Company's credit losses for the periods presented have not significantly exceeded management's estimates.

Deferred Rent

When a lease includes lease incentives (such as a rent holiday or reimbursement of certain lessee construction costs) or requires fixed escalations of the minimum
lease payments, rental expense is recognized on a straight-line basis over the term of the lease and the difference between the average rental amount charged to expense and amounts payable
under the lease is included in deferred rent and lease incentives in the accompanying consolidated balance sheets.

Long-Lived Assets

In accordance with SFAS No. 144, long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization,
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated
future cash flows, an impairment charge is recognized in the amount

F-14

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Continued)

by
which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of would be separately presented in the balance sheet and reported at the lower of the carrying
amount or fair value less costs to sell, and are no longer depreciated. The assets and liabilities of a disposed group classified as held for sale would be presented separately in the appropriate
asset and liability sections of the balance sheet. The Company did not record charges related to any long-lived asset impairment for the fiscal years ended December 31, 2006 and
2005.

Stock-Based Compensation

SFAS No. 123, "Accounting for Stock-Based Compensation," establishes and encourages the use of the fair value based method of accounting for stock-based
compensation arrangements under which compensation cost is determined using the fair value of stock-based compensation determined as of the date of grant and is recognized over the periods in which
the related services are rendered. The statement also permits companies to elect to continue using the current intrinsic value accounting method specified in Accounting Principles Board, or APB,
Opinion No. 25, "Accounting for Stock Issued to Employees," to account for stock-based compensation. The Company has elected to use the intrinsic value based method and have disclosed the pro
forma effect of using the fair value based method to account for its stock-based compensation. The Black-Scholes method is based on the following assumptions: average risk free interest rate of 5% for
2006; dividend yield of 0% for each of the years ended 2006, 2005, and 2004; average volatility factor of the expected market price of the
Company's common stock of between 93% and 143% for 2006, 2005, and 2004; and an expected life of the options of 10 years for all years (see Note 9).

Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments," which
amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities." SFAS No. 155 simplifies the accounting for certain derivatives embedded in other financial instruments by allowing them to be accounted for as a whole if the holder elects to
account for the whole instrument on a fair value basis. SFAS No. 155 also clarifies and amends certain other provisions of SFAS No. 133 and SFAS No. 140. SFAS No. 155 is
effective for all financial instruments acquired, issued or subject to a measurement event occurring in fiscal years beginning after September 15, 2006. Earlier adoption is permitted, provided
a company has not yet issued financial statements, including interim periods, for that fiscal year. We do not expect the adoption of SFAS No. 155 to have a material impact on our financial
position, results of operation, or cash flows.

In
March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assetsan amendment to FASB Statement No. 140." SFAS No. 156 requires
that all separately recognized servicing rights be initially measured at fair value, if practicable. In addition, this Statement permits an entity to choose between two measurement methods
(amortization method or fair value measurement method) for each class of separately recognized servicing assets and liabilities. This new accounting standard is effective January 1, 2007. The
adoption of SFAS No. 156 is not expected to have an impact on our financial position, results of operations or cash flows.

F-15

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Continued)

In
June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, ("FIN 48") an interpretation of FASB Statement No. 109,
Accounting for Income Taxes. FIN 48 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not
(i.e. a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of
benefit that is greater than fifty percent likely of being realized upon ultimate settlement. Upon adoption, the cumulative effect of applying the recognition and measurement provisions of
FIN 48, if any, shall be reflected as an adjustment to the opening balance of retained earnings.

FIN 48
requires that subsequent to initial adoption a change in judgment that results in subsequent recognition, de-recognition or change in a measurement of a tax
position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the period in which the change occurs. Currently, we record such changes in
judgment, including audit settlements, as a component of our income tax provision. Thus, our reported quarterly income tax rate may become more volatile upon adoption of FIN 48. This change
will not impact the manner in which we record income tax expense on an annual basis.

FIN 48
also requires expanded disclosures including identification of tax positions for which it is reasonably possible that total amounts of unrecognized tax benefits will
significantly change in the next twelve months, a description of tax years that remain subject to examination by major tax jurisdiction, a tabular reconciliation of the total amount of unrecognized
tax benefits at the beginning and end of each annual reporting period, the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate and the total amounts of
interest and penalties recognized in the statements of operations and financial position. FIN 48 is effective for fiscal years beginning after December 15, 2006. We are currently
evaluating the impact of this standard on our Consolidated Financial Statements. We expect to adopt FIN 48 in the first quarter of 2007, and we are currently reviewing FIN 48 and
evaluating its potential impact.

In
September 2006, the SEC issued Staff Accounting Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when Qualifying Misstatements in Current Year Financial
Statements" ("SAB 108") which provides interpretive guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a
materiality assessment. SAB 108 is effective for companies with fiscal years ending after November 15, 2006 and is required to be adopted by the Company in its fiscal year ending
December 31, 2006. At December 31, 2006, the Company has adopted the provisions of SAB 108 and determined that no adjustment to the current period is necessary.

In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance
with GAAP, and expands disclosures about fair value measurements. The standard applies whenever other standards require, or permit, assets or liabilities to be measured at fair value. This statement
is effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the requirements of
SFAS 157 and have not yet determined the impact on the consolidated financial statements.

F-16

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 2SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRACTICES (Continued)

In
September 2006, the FASB issued SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement PlansAn Amendment of FASB Statements
No. 87, 88, 106, and 132R. This new standard requires an employer to: (a) recognize in its statement of financial position an asset for a plan's overfunded status or a liability for a
plan's underfunded status; (b) measure a plan's assets and its obligations that determine its funded status as of the end of the
employer's fiscal year (with limited exceptions); and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur. Those changes
will be reported in comprehensive income of a business entity and in changes in net assets of a not-for-profit organization. SFAS No. 158 applies to plan sponsors that
are public and private companies and nongovernmental not-for-profit organizations. The requirement to recognize the funded status of a benefit plan and the disclosure
requirements are effective as of the end of the fiscal year ending after December 15, 2006, for entities with publicly traded equity securities, and at the end of the fiscal year ending after
June 15, 2007 for all other entities. The requirement to measure plan assets and benefit obligations as of the date of the employer's fiscal year-end statement of financial position
is effective for fiscal years ending after December 15, 2008. We are currently evaluating the requirements of SFAS No. 158 and have not yet determined the impact on the consolidated
financial statements.

NOTE 3DUE FROM FACTOR, NET OF CHARGEBACKS AND OTHER DEDUCTIONS

The Company uses its factor, Merchant Factors Corp., for credit administration and cash flow purposes. Under the factoring agreement, the factor purchases
substantially all domestic trade sales invoices and assumes most of the credit risks with respect to such accounts for the factoring charge of 0.60% of the gross invoice amount of each account
receivable. At times, the Company's customers place orders that will exceed the credit limit established by the factor. The Company evaluates those orders to consider if the customer is credit worthy
based on its past experience with the customer. In the event the Company elects to sell merchandise to that customer on credit above the credit limit established by the factor, the Company takes the
credit risk for the amounts that are above their credit limit established by the factor. At December 31, 2006, the amount of due from the factor for which the Company has the credit risk is
$0.1 million.

The
Company can draw advances from the factor based on a pre-determined percentage of accounts receivable sold. The Company is contingently liable to the factor for
merchandise disputes and customer claims on receivables sold to the factor. The Company has extended the duration of its factoring agreement until December 2, 2007. In addition, Guru Denim
granted to Merchant Factors Corp. a security interest on all of its current and future receivables in order to secure payment to the factor of any amounts due from Guru Denim to them.

F-17

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 3DUE FROM FACTOR, NET OF CHARGEBACKS AND OTHER DEDUCTIONS (Continued)

Due
from factor, net of advances, as presented in the balance sheet at December 31, 2006 and 2005 is summarized below:

2006

2005Outstanding factored receivables

$
9,647,770

$
6,397,179Matured Funds





20,666Assignments in transit


619,114


989,95310,266,884


7,407,798Funds advanced





(215,302
)Reserves for chargebacks and other deductions


(735,000
)

(470,000
)Due from factor, net of chargebacks, other deductions and advances

$
9,531,884

$
6,722,496


NOTE 4INVENTORY

Inventory at December 31, 2006 and 2005 consisted of the following:

2006

2005Finished Goods

$
6,232,190

$
7,630,869Work-in-Progress


3,062,050


2,421,879$
9,294,240

$
10,052,748


NOTE 5MARKETABLE SECURITIES

Fixed maturity securities available for sale are carried at fair value with unrealized gains and losses included as a component of accumulated other comprehensive
income, net of the related income tax expense or benefit. Net realized investment gains and losses on investment sales are determined under the specific identification method and are included in
income. Declines in the fair value of investments which are considered to be other than temporary are reported as realized losses. The Company evaluates, among other things: the financial position and
prospects of the issuer; conditions in the issuer's industry and geographic area; liquidity of the investment; changes in the amount or timing of expected future cash flows from the investment; recent
downgrades of the issuer by a rating agency to determine if and when a decline in the fair value of an investment below amortized cost is other than temporary; and the length of time and extent to
which the fair value of the investment is lower than amortized cost and the Company's ability and intent to retain the investment to allow for any anticipated recovery in the investment's fair value.

During
2006, the Company adopted the Financial Accounting Standards Board Staff Position ("FSP") on SFAS No. 115-1 and SFAS No. 124-1, "The Meaning
of Other-Than-Temporary Impairment and Its Application to Certain Investments." The FSP was issued in November 2005 and replaced the impairment recognition and measurement
guidance set forth in Emerging Issues Task Force ("EITF") Issue 03-1 and superseded EITF Topic No. D-44, "Recognition of Other-Than-Temporary
Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value." The FSP also amended SFAS

F-18

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 5MARKETABLE SECURITIES (Continued)

No. 115,
"Accounting for Certain Investments in Debt and Equity Securities," SFAS No. 124, "Accounting for Certain Investments Held by Not-for-Profit
Organizations," and APB Opinion No. 18, "The Equity Method of Accounting for Investments in Common Stock." The FSP clarifies that an other-than-temporary impairment loss
should be recognized when the investor has decided to sell an available for sale security that is other than temporarily impaired and the investor does not expect the security's fair value to fully
recover prior to the expected sale. Such impairment loss should be recognized as other-than-temporary in the period in which the decision to sell is made. The adoption of the
FSP did not have a material effect on the financial position or results of operations of the Company.

Marketable
securities activities for the years ended December 31, 2006 and 2005 are summarized below:

|                                    |  | Estimated
Fair Value |   | Gains in Accumulated Other Comprehensive Income |   | Losses in Accumulated Other Comprehensive Income
|----------------------------------- |  | -------------------- | - | ----------------------------------------------- | - | ------------------------------------------------
|
|United States Government Securities |  | $                    | 0 |                                                 | $ | 0                                               
|Municipal Bonds and Notes           |  |                      | 0 |                                                 |   | 2,973,186                                       
|                                    |  |                      |   |                                                 |   |                                                 
|Total debt securities               |  | $                    | 0 |                                                 | $ | 2,973,186                                       

During
the years ended December 31, 2006, 2005, and 2004, available-for-sale securities and notes were sold for total proceeds of $6.0 million, $0,
and $0, respectively. The gross realized gains on these sales totaled $0.2 million, $0, and $0, respectively. There were no net unrealized holding gains on
available-for-sale securities and notes for the years ended December 31, 2006, 2005, and 2004. The aggregate fair value of the securities for the year ended
December 31, 2005 was $6.0 million. The Company did not hold securities at December 31, 2006 and 2004.

The
Company held no available-for-sale debt securities at December 31, 2006 and 2004. At December 31, 2005, contractual maturities for
available-for-sale debt securities are as follows:

Estimated Fair ValueWithin one year

$
0After 1-5 years


0After 5-10 years


2,973,186$
2,973,186


Actual
maturities may differ from contractual maturities because some borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

The
basis for allocation of securities not due at a single maturity date which have been allocated over several maturity groupings is due date of the securities segregated into
5-year bandwidths.

F-19

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 6PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2006 and 2005 is summarized below:

2006

2005Computers and other equipment

$
490,525

$
278,463Furniture and Fixtures


197,306


64,293Leasehold Improvements


1,887,307


422,659Machinery & Equipment


332,598


185,566Trade Show booths


549,886


250,228Construction in progress


2,220,621


0Total Property and Equipment


5,678,243


1,201,209Less: Accumulated depreciation


(669,852
)

(218,537
)$
5,008,391

$
982,672


Construction
in progress at December 31, 2006 represents the costs associated with the construction in progress of buildings and leasehold improvements to be used in the Company's
operations, primarily for new and remodeled stores in retail operations. During the years ended December 31, 2006 and 2005, there were no interest costs capitalized in construction in progress.

Depreciation
and amortization expense for the years ended December 31, 2006 and 2005 was $451,316 and $182,618, respectively.

NOTE 7ACCOUNTS PAYABLE-MAJOR VENDORS

Purchases from two suppliers amounted to $58.7 million for the year ended December 31, 2006. Included in accounts payable and accrued expenses is
approximately $3.7 million due to these suppliers. In addition, the Company paid approximately $7.2 million of sales commissions to one vendor, of which approximately $1.7 million
is included in accounts payable and accrued expenses at December 31, 2006.

NOTE 8ACCRUED INCENTIVE COMPENSATION-OFFICERS

As part of their employment agreements, the Chief Executive Officer, President, Chief Financial Officer, and Vice PresidentKym Lubell earn incentive
compensation.

Pursuant
to the CEO's Agreement, Mr. Lubell was eligible to earn an annual performance bonus in 2006 based on the Company's earnings before interest and taxes ("EBIT"), which is
calculated as net income plus interest expense plus tax expense. If EBIT was between $36.8 million and $46 million, Mr. Lubell would receive an amount interpolated between 2% and
4% of EBIT. If EBIT was more than $46 million, Mr. Lubell would receive an amount equal to 4% of EBIT. If EBIT was less than $36.8 million, no bonus would be paid. The maximum
amount of bonus payable was $5 million.

Pursuant
to the President's Agreement, Mr. Buckley was eligible to earn an annual performance bonus in 2006 based on EBIT. If EBIT was between $36.8 million and
$69 million, Mr. Buckley would receive an amount interpolated between 50% and 200% of his base salary. If EBIT was more than $69 million, Mr. Buckley would receive a
maximum bonus of $0.8 million. If EBIT was less than $36.8 million, no bonus would be paid. Bonus for 2006 was prorated based upon length of service.

F-20

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 8ACCRUED INCENTIVE COMPENSATION-OFFICERS (Continued)

Pursuant
to the CFO's Agreement, Mr. Lesser was eligible to earn an annual performance bonus in 2006 based on EBIT. If EBIT was between $36.8 million and
$69 million, Mr. Lesser would receive an amount interpolated between 22.5% and 135% of his base salary. If EBIT was more than $69 million, Mr. Lesser would receive a
maximum bonus of $0.3 million. If EBIT was less than $36.8 million, no bonus would be paid.

Pursuant
to the Vice President's Agreement, Ms. Lubell was eligible to earn an annual performance bonus in 2006 based on EBIT. If EBIT was between $36.8 million and
$69 million, Ms. Lubell would receive an amount interpolated between 27.5% and 165% of her base salary. If EBIT was more than $69 million, Ms. Lubell would receive a
maximum bonus of $0.5 million. If EBIT was less than $36.8 million, no bonus would be paid.

For
the year ended December 31, 2006 accrued incentive compensation totaled $1.2 million. For the year ended December 31, 2006 a total of $0.9 million of
expenses associated with investment banking activities was added to the final EBIT used to calculate officer bonuses. These expenses were deemed to be outside of the operational control of the Company
by the Board of Directors. On February 20, 2007 the Company paid these bonuses.

The
information set forth under the caption "Executive Compensation" in the Proxy Statement is incorporated herein by reference.

NOTE 9SHARE-BASED COMPENSATION

The Year Ended December 31, 2004

On January 15, 2004, the Company sold an aggregate of 900,000 units, at a price of $1.11 per unit for aggregate gross proceeds of $1 million, to two
non-U.S. persons in offshore transactions relying on the exemptions from the registration requirements of the Securities Act of 1933 provided by Regulation S, promulgated
thereunder. Each unit was comprised of one common share and one transferable share purchase warrant that entitles the holder to purchase one additional share at an exercise price of $1.11 per share on
or before the earlier to occur of the date that is sixty (60) days following the date upon which our registration statement is declared effective by the SEC and January 15, 2006. The
excess of the value of the modified warrants as compared to the original warrants was calculated according to paragraph 188 of FAS 123. The excess amount, which included the right to
purchase 41,531 shares of the Company's common, totaled $46,100, which has been recognized as a charge to operations.

In
the subscription agreement, we agreed to use our best efforts to file a registration statement, at our sole cost and expense, with the SEC on or before February 15,
2004, registering the units sold in this private placement and all of the common shares that we sold in the July 29, 2003 and June 16, 2003 private placements. We agreed to use our best
efforts to cause the registration statement to be declared effective by the SEC by June 30, 2004. The registration statement was declared effective by the SEC on May 13, 2004.

The
transferable share purchase warrants that we issued in our January 15, 2004 private placement entitled the holders to purchase one additional share at an exercise price of
$1.11 per share on or before July 12, 2004. On July 12, 2004, we agreed to extend the expiration date of these warrants to

F-21

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 9SHARE-BASED COMPENSATION (Continued)

September 10,
2004. On September 7, 2004 the warrant holders exercised all of their share purchase warrants for aggregate exercise proceeds of $1 million and we issued to the
warrant holders 900,000 of our common shares in exchange for the warrants.

On
June 21, 2004, we issued 5,000 shares of our common stock to a consultant for services valued at $5,000. These shares were registered with a Re-offer Prospectus on
Form S-8 filed on October 7, 2004. On December 22, 2004 we issued an additional 2,000 shares to the same consultant for services valued at $2,000 which had also been
registered on the same Form S-8. Both of these issuances related to an agreement in July, 2003; wherein the average price over the period of the services yielded the fair market
value of $1.00 per share. On December 28, 2004 we issued 12,857 shares at a fair market value of $0.70 per share to a consultant for services relating to an agreement for services on
July 28, 2004 valued at $9,000. On December 30, 2004, we issued 6,580 shares to a contractor to the company in exchange for sales commissions of $26,320 due to the contractor on
November 1, 2004. On November 1, 2004 the fair market value of our common stock was $3.00 per share.

On
April 22, 2004 the Company granted 45,000 non-qualified stock options at an exercise price of $0.80 per share, the fair market value of the Company's common stock,
to two contractors to the company. The options were exercised and the Company received the exercise price of $36,000 and 45,000 shares were issued to the two contractors on October 28, 2004.
The Company uses the Black-Scholes fair value method for valuing options granted to non-employees and recorded a non-cash stock option expense in the amount $24,900, which has
been recognized as a charge to operations.

On
December 10, 2004 and December 28, 2004 two employees exercised 1,000 and 2,000 employee stock options, respectively, granted under the 2004 Employee Stock Option Plan.
The options were granted on July 22, 2004 at the fair market value of $0.77 and the Company received the exercise price of $2,310. On December, 21, 2004 a director of the Company exercised
15,000 non-qualified stock options granted on July 19, 2003 at a price of $0.48 for services as a director from July 1, 2003 through June 30, 2004. The Company
received the exercise price of $7,200 and issued the 15,000 shares which had been registered by a Re-offer Prospectus on Form S-8 with the SEC on October 8, 2004.

On
December 14, 2004, the Company issued 250,000 shares to two executives under the 2004 Equity Incentive Plan for future services. Under a Stock Incentive Award and Escrow
Agreement, these shares were restricted and were held in escrow until June 14, 2005. If the executive left the employment of the Company prior to June 14, 2005, these shares would be
forfeited and would be returned to the Company. The fair market value of the services was valued at $1.3 million. The Company's common stock was valued at $5.10 per share on December 14,
2004, which was the closing stock price on that day. The value of the services was recognized over a six month period and has been amortized on a straight-line basis. Amortization for the
year ending December 31, 2004 was $0.1 million.

The
company received a tax benefit in the amount of $153,581 which has been credited to Paid in Capital arising from the exercise of 45,000 stock options on October 28, 2004 by
two previous contractors to the Company (discussed above) and the issuance of 50,000 shares to one of the two executives on December 14, 2004. The exercise of 45,000 non-qualified
stock options by the two contractors on October 28, 2004, when the price of the Company's common stock was $3.10 per share, greater than the $0.80 exercise price, generated $103,500 of taxable
income to the contractors and an

F-22

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 9SHARE-BASED COMPENSATION (Continued)

equivalent
tax deduction to the Company. One of the two executives receiving 50,000 shares on December 14, 2004 valued at $255,000 elected to include this amount in income in 2004 by filing an
election under Section 83(b) of the Internal Revenue Code. Accordingly the company can take a tax deduction for a similar amount in 2004. The combination of these two tax deductions total
$358,500 and generate a tax saving to the Company, at the Company's combined tax rate of 42.84%, of $153,581.

The Year Ended December 31, 2005

On December 14, 2004, the Company issued 250,000 shares to two officers under the 2004 Equity Incentive Plan for future services. Under a Stock Incentive
Award and Escrow Agreement, these shares were restricted and were held in escrow until June 14, 2005. The fair market value of the shares was valued at $1,275,000. The Company's common stock
was valued at $5.10 per share on December 14, 2004, which was the closing stock price on that day. The value of the services was recognized over a six month period and has been amortized on a
straight-line basis. Amortization for the year ended December 31, 2005 was approximately $1.2 million.

On
May 17, 2005 the Company issued 14,285 shares at a fair market value of $0.70 per share to a consultant that performed public relations services for our company pursuant to an
agreement dated July 27, 2004. The services performed by this consultant were valued at $10,000. These shares were issued under the 2004 Equity Incentive Plan.

On
May 26, 2005, the Company granted 27,000 shares of common stock to four independent directors and a non-executive officer valued at $364,500. These shares were
issued at the fair market value on the date issued of $13.50 per share. These shares were issued under the 2004 Equity Incentive Plan, which is in accordance with SFAS 123.

On
July 21, 2005 the Company issued 1,175 shares to a consultant that performed services for the Company during June and July 2005. The services performed by this consultant were
valued at the average trading value in June and July of approximately $16,000, which is in accordance with SFAS 123. These shares were issued under the 2004 Equity Incentive Plan.

On
July 21, 2005 the Company issued 2,500 shares at a fair market value of $9.00 per share on the date of commitment to an employee as part of an offer of employment. The shares
were valued as of February 8, 2005 under APB 25 as the number of shares and price per share were known at the time the employment agreement was signed. The shares became available
90 days after the commencement of employment on February 28, 2005, and the value of $22,500 has been recorded as a compensation expense during the year ended December 31, 2005.
These shares were issued under the 2004 Equity Incentive Plan.

During
the year ended December 31, 2005, the Company issued approximately 1,098,335 shares of its common stock pursuant to the grant of options to purchase common stock to
officers, employees and consultants at an average exercise price of $0.79 for a total cash consideration of approximately $869,885.

The
Company received a tax benefit in the amount of $4.1 million which has been credited to Additional Paid in Capital arising from the exercise by employees of 1,098,335 stock
options during the twelve months ending December 31, 2005. The effect of these employee exercises creates taxable

F-23

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 9SHARE-BASED COMPENSATION (Continued)

income
for these employees and gives rise to a tax deduction for the Company totaling approximately $9.3 and generates a tax saving to the Company, at the Company's combined tax rate of 43.84%, of
approximately $4.1 million.

The
Company received a tax benefit in the amount of $0.6 million which has been credited to Additional Paid in Capital arising from the grant of 200,000 shares of restricted stock
to an executive on December 14, 2004. The stock became unrestricted on June 14, 2005 and the market value of the 200,000 shares totaled $2.6 million on that date. The effect of
this employee restricted stock grant created taxable income for this employee and gives rise to a tax deduction for the Company totaling approximately $1.4 million and generates a tax saving to
the Company, at the Company's combined tax rate of 43.8%, of approximately $0.6 million.

On
November 22, 2005 the Company issued 100,000 shares to a contractor that performed services for the Company in exchange for an amount payable. These shares were issued at the
fair market value on the date issued of $12.50 per share for a total value of $1.3 million. These shares were issued under the 2004 Equity Incentive Plan.

On
June 16, 2005, the Company's Board of Directors approved the True Religion Apparel, Inc. 2005 Stock Incentive Plan, or the 2005 Incentive Plan. The Company had two other
stock-based incentive programs, the 2004 Option Plan and the 2004 Equity Incentive Plan which are referred to as the "prior plans." The 2005 Incentive Plan amends and restates our prior plans and
serves as the successor program to the prior plans. An additional 1,211,723 shares were reserved under the 2005 Incentive Plan. Most option grants have a term of 5 years, with most requiring a
two to three year service period
in order to achieve full vesting of the grant. There were no options grants made during 2006 or 2005. At the present time, the Company issues restricted stock awards as incentive compensation to
employees, officers and directors.

Prior
to January 1, 2006, the Company accounted for stock-based compensation utilizing the intrinsic value method in accordance with the provisions of APB No. 25 and
related Interpretations. Accordingly, no compensation expense was recognized for fixed option plans because the exercise prices of employee stock options equaled or exceeded the market prices of the
underlying stock on the dates of grant. However, share-based compensation has been included in pro forma disclosures in the financial statement footnotes in prior periods.

Effective
January 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R), "Share-Based Payment" using the modified prospective transition
method. Among other items, SFAS No. 123(R) eliminates the use of APB No. 25 and the intrinsic value method of accounting, and requires companies to recognize the cost of employee
services received in exchange for awards of equity instruments, based on the grant date fair value of those awards, in the financial statements.

Prior
to the adoption of SFAS No. 123(R), the Company classified all tax benefits resulting from the exercise of stock options as operating cash inflows. SFAS No. 123(R)
requires the benefits of tax deductions in excess of the compensation costs recognized for those awards to be classified as financing cash inflows rather than operating cash inflows, on a prospective
basis. This amount is shown as "Excess tax benefit on stock-based compensation" in the 2006 consolidated statement of cash flows and was $1.6 million.

F-24

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 9SHARE-BASED COMPENSATION (Continued)

The
following table illustrates the effect on net earnings and earnings per share if we had applied the fair value recognition provisions of SFAS No. 123 for the years ended
December 31, 2005 and 2004:

December 31,
2005

December 31,
2004Net income per share available to common stockholdersbasic and dilutedAs reportedbasic

$
0.85

0.19As reporteddiluted

$
0.81

0.19Pro formabasic

$
0.82

0.17Pro formadiluted

$
0.78

0.17


As
of December 31, 2006, 2,473,666 shares of our common stock were issued under the 2005 Incentive Plan and the prior plans, of which options to purchase 1,108,332 of these shares
were outstanding. Since the inception of the prior plans 1,332,001 shares of common stock have been issued upon the exercise of options granted under the prior plans for approximately
$1.1 million of cash consideration at an average exercise price per share of $0.86.

During
the year ended December 31, 2006, the Company issued 233,664 shares of its common stock pursuant to the exercise of options to purchase common stock to officers and
employees at an average exercise price of $0.86 for a total cash consideration of approximately $0.2 million.

The
Company received a tax benefit of approximately $1.8 million arising from the exercise and sale by employees of 176,164 stock options during the year ended December 31,
2006. The effect of these employee exercises and sales creates taxable income for these employees and gives rise to a tax deduction for the Company and generates a tax saving to the Company, at the
Company's combined tax rate of approximately 40%. No income tax benefit is realized until the employee sells the shares related to the option exercise.

Changes
in the status of options for the years ended December 31, 2006, 2005, and 2004 are summarized below:

|                                   |  | 2006        |   | Weighted Average Price |      | 2005 |             | Weighted Average Price |   | 2004 |  | Weighted Average Price
|---------------------------------- |  | ----------- | - | ---------------------- | ---- | ---- | ----------- | ---------------------- | - | ---- |  | ----------------------
|Outstanding at beginning of year   |  | 1,358,664   |   | $                      | 1.46 |      | 2,473,666   |                        | $ | 1.16 |  | 465,000               
|Granted                            |  | 0           |   |                        |      |      | 0           |                        |   |      |  | 2,060,000             
|Cancelled or expired               |  | (16,667     | ) | $                      | 0.77 |      | (16,667     | )                      | $ | 0.77 |  | (33,334               
|Exercised                          |  | (233,665    | ) | $                      | 1.04 |      | (1,098,335  | )                      | $ | 0.79 |  | (18,000               
|                                   |  |             |   |                        |      |      |             |                        |   |      |  |                       
|Outstanding at end of year         |  | 1,108,332   |   | $                      | 1.56 |      | 1,358,664   |                        | $ | 1.46 |  | 2,473,666             
|                                   |  |             |   |                        |      |      |             |                        |   |      |  |                       
|Exercisable at the end of the year |  | 1,108,332   |   | $                      | 1.56 |      | 638,278     |                        | $ | 1.72 |  | 848,000               
|                                   |  |             |   |                        |      |      |             |                        |   |      |  |                       
|Price range of options ($)         |  | 0.48 - 7.65 |   |                        |      |      | 0.48 - 7.65 |                        |   |      |  | 0.48 - 7.65           
|                                   |  |             |   |                        |      |      |             |                        |   |      |  |                       

F-25

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 9SHARE-BASED COMPENSATION (Continued)

The
fair value of each option grant is estimated on the date of grant using a modified Black-Scholes option pricing model. The Black-Scholes option valuation model was developed for use
in estimating the fair value of short-term options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of somewhat
subjective assumptions including expected stock price volatility. For 2006, 2005, and 2004, the Company has relied on observations of both historical volatility trends as well as implied future
volatility observations. For stock option grants, the Company utilized expected volatility based on the expected life of the option. In determining the expected life of the option grants, the Company
has observed the actual terms of prior grants with similar characteristics, and the actual vesting schedule of the grant, and has also assessed the expected risk tolerance of different option
recipients. For each of 2006, 2005, and 2004, there was no expected dividend yield; the expected life of options was 10 years; the risk-free interest rates were 5%; and the
volatility was between 93-143%.

Restricted Stock Awards

Shares awarded under the 2005 Incentive Plan entitle the shareholder to all rights of common stock ownership except that the shares may not be sold, transferred,
pledged, exchanged or otherwise disposed of during the restriction period. The restriction period is determined by a committee that is appointed by the Board of Directors and the period may not exceed
10 years.

During
2006, 2005, and 2004, 712,000 shares, 29,500 shares and 250,000 shares, respectively, were granted with restriction periods of 90 days to three years at market prices
ranging from $15.45 to $21.31 in 2006, $9.00 to $13.50 in 2005 and $5.10 in 2004. The shares were recorded at the market value on the date of issuance as deferred compensation and the related amount
is being amortized to operations over the respective vesting period. Compensation expense for the years ended December 31, 2006, 2005, and 2004 related to these shares of restricted stock was
$5.7 million, $0.8 million and $0.1 million, respectively, and is included in general and administrative expenses. At December 31, 2006, the weighted-average grants date
fair value and weighted-average contractual life for outstanding shares of restricted stock was $16.69 and 1.94 years, respectively. In all instances, those shares not vested are escrowed with
the Company. In the event that the employee or officer is not employed with the Company at the vesting date, the unvested shares are forfeited.

The
Company is using the fair value method to determine the valuation of the restricted share awards and is measuring the awards at the dates of grant. As stated above, the only
condition attached to the shares is continued service with the Company. Under SFAS No. 123R the fair value of stock based compensation is recognized over the employee's service period. In this
case the service periods are January 4, 2006 through November 1, 2009. The Company uses the straight line method to record the expense associated with these grants, ensuring that at any
point the vested portion is expensed.

F-26

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 9SHARE-BASED COMPENSATION (Continued)

Aggregate
information regarding the Company's restricted stock awards for the period of December 31, 2006, 2005, and 2004 is summarized below:

|                                 |  | 2006 |                | Weighted Average Price |   | 2005  |  | Weighted Average Price |               | 2004 |   | Weighted Average Price
|-------------------------------- |  | ---- | -------------- | ---------------------- | - | ----- |  | ---------------------- | ------------- | ---- | - | ----------------------
|Outstanding at beginning of year |  |      | 27,000         |                        | $ | 13.50 |  |                        | 250,000       |      | $ | 5.10                  
|Granted                          |  |      | 712,000        |                        | $ | 16.81 |  |                        | 29,500        |      | $ | 14.07                 
|Cancelled or forfeited           |  |      | 0              |                        | $ | 0.00  |  |                        | 0             |      | $ | 0.00                  
|Released from restriction        |  |      | (82,750        | )                      | $ | 16.49 |  |                        | (252,500      | )    | $ | 5.14                  
|                                 |  |      |                |                        |   |       |  |                        |               |      |   |                       
|Non-vested at end of year        |  |      | 656,250        |                        | $ | 16.72 |  |                        | 27,000        |      | $ | 13.50                 
|                                 |  |      |                |                        |   |       |  |                        |               |      |   |                       
|Price range of shares            |  | $    | 13.50 - $21.31 |                        |   |       |  | $                      | 9.00 - $13.50 |      |   |                       

NOTE 10COMMITMENTS AND CONTINGENCIES

At December 31, 2006, the Company's headquarters were located at 1525 Rio Vista Avenue, Los Angeles, California 90023 and consisted of approximately 20,000
square feet of combined office and warehouse space. The Company also used approximately 8,900 square feet of combined office and warehouse space located at 1557 Rio Vista Avenue, Los Angeles,
California The Company no longer uses either of these facilities. Both leases expire on July 31, 2007.

The
Company's current headquarters are located at 2263 E. Vernon Avenue, Vernon, California and consist of approximately 119,000 square feet of combined office and warehouse space at a
monthly rent of $60,790. The lease commenced May 4, 2006 and expires June 30, 2011. The Company conducts virtually all of its executive, administrative, design, warehouse and shipping
functions from this facility.

As
of December 31, 2006, the Company had entered into a total of 11 lease agreements for an aggregate of approximately 19,000 square feet of retail space in the following
locations: Los Angeles, California; New York, New York; Manhattan Beach, California; Miami, Florida; Chicago, Illinois; Atlanta, Georgia; Township of Millburn, New Jersey; Oyster Bay, New York;
Houston, Texas;
Woodbury, New York; and Cabazon, California. The leases for the retail stores in the following locations will commence in 2007: Chicago, Illinois; Atlanta, Georgia; Township of Millburn, New Jersey;
Houston, Texas; and Woodbury, New York. The lease for the retail store in Oyster Bay, New York is expected to commence in 2008.

The
table below sets forth the Company's lease obligations through 2018:

Year ending December 31,2007

$
2,835,5232008


2,907,3912009


3,038,4412010


3,115,2292011


2,721,1902012 and thereafter


11,696,835TOTAL

$
26,314,609


F-27

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 11CONCENTRATIONS OF CERTAIN RISKS

The Company performs ongoing credit evaluations of its customer's financial condition, including those whose invoices are not submitted to the Company's factor,
and the Company limits the amount of credit extended when deemed necessary, but generally does not require collateral. At December 31, 2006 the Company's distributor for Japan,
Jameric Inc., accounted for approximately 51% of the Company's non-factored accounts receivable and 11% of the Company's net sales. Jameric Inc. provides the Company with
checks at the time of shipment of goods which are post dated (see Note 1). As of December 31, 2006, the Company held checks which totaled $2.5 million.

For
the year ended December 31, 2006, a commission-based sales agent, L'Atelier, with showrooms in Los Angeles, Dallas, and New York, arranged approximately 68% of
our net sales. On February 1, 2007, the Company entered into a new independent contractor agreement with L'Atelier for a period of five years.

NOTE 12LEGAL PROCEEDINGS

Joseph C. Canouse

On March 21, 2006, the Company and Joseph C. Canouse ("Canouse") entered into a Settlement Agreement and General Release related to a services agreement
dated February 26, 2004. Under the settlement agreement, the Company agreed to pay Canouse $0.1 million in cash and to issue to him
100,000 shares of the Company's common stock. Canouse agreed to dismiss his lawsuit against the Company and to release the Company from all claims arising out of or related to the circumstances that
gave rise to the lawsuit. Canouse further agreed to be subject to a five-year standstill period during which he will not acquire or cause to be acquired any assets, businesses, securities,
or rights of the Company, or options to acquire such rights, or take certain stockholder actions. In connection with the issuance of the shares, the Company filed a Form S-3
Registration Statement with the Securities and Exchange Commission for the registration of the resale of the shares. The Company had previously taken a one-time, non-cash
charge of $2.1 million in the fiscal fourth quarter of 2005 and paid $0.1 million for the legal settlement.

The Indigo Group USA, Inc.

On April 28, 2005, Guru Denim, Inc. terminated its Manufacturer's Agreement (the "Agreement") dated September 15, 2004 with The Indigo Group
USA, Inc. ("Indigo") based upon Indigo's failure to cure multiple defaults under the Agreement. Indigo believed that it was not in breach of the Agreement. On April 29, 2005 Guru Denim
received a letter from Indigo requesting the dispute be submitted to arbitration. Indigo contended that it lost $1.6 million in profits on 156,000 pairs of jeans not manufactured under the
Agreement. Guru Denim believes that Indigo failed to perform under the Agreement. Evidentiary proceedings in the matter took place in March 2006. On August 29, 2006, the arbitrator issued the
Final Arbitration Award against Guru Denim in the amount of $2.0 million, consisting of $1.5 million in damages and $0.5 million of interest, fees and costs. $2.0 million
of the final arbitration award was accrued as of the six months ended June 30, 2006. The award was paid and the amount in excess of the accrual was expensed as legal settlement on
September 14, 2006.

F-28

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 12LEGAL PROCEEDINGS (Continued)

From
time to time, the Company is involved in various legal proceedings, which are incidental to the ordinary course of our business. The Company does not believe that these routine
matters are material to our business or financial condition.

NOTE 13INCOME TAXES

Income tax expense (benefit) is summarized as follows (in thousands):

2006

2005

2004Current tax expense:Federal

$
11,757

$
11,626

$
2,010State and local


3,165


3,154


636Total current expense


14,922


14,780


2,646Deferred tax (benefit):Federal


(859
)

(1,456
)

(169
)State and local


(28
)

(198
)

(13
)Total deferred (benefit)


(887
)

(1,654
)

(182
)Total income tax expense

$
14,035

$
13,126

$
2,464


A
reconciliation of the federal statutory rate to our effective tax rate is as follows:

Year ended December 31,2006

2005

2004Tax provision at statutory federal rate

35.00
%
35.00
%
35.00
%State income taxes, net of federal income tax benefit

5.72
%
6.10
%
6.44
%Excess compensation under Internal Revenue Code Sec. 162(m)

2.97
%
2.03
%
1.91
%Exclusion for export sales

(1.08
)%
(2.03
)%
(4.19
)%Domestic production deduction

(0.94
)%
(0.71
)%
0.00
%California tax credit

(1.92
)%
0.00
%
0.00
%Other

(0.53
)%
1.19
%
(0.04
)%Effective tax rate

39.22
%
41.58
%
39.12
%


Total
pretax income was comprised of the following (in thousands):

Year ended December 31,2006

2005

2004Wholesale operations

$
35,016

$
31,565

$
6,299Retail operations


765





Total pretax income

$
35,781

$
31,565

$
6,299


F-29

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 13INCOME TAXES (Continued)

The
tax effects of temporary differences that give rise to significant portions of deferred tax asset at December 31, 2006 and 2005 are presented below (in thousands):

December 31,2006

2005Deferred tax assets:Deferred compensation


606


22Bad debt reserve


100


255Deferred lease incentives


173


Uniform capitalization


274


52State income tax


1,358


1,001Legal settlement





914Other


121


(156
)Total deferred assets

$
2,632

$
2,088


Included
above at December 31, 2006 and 2005 are $3.0 million and $2.2 million for current net deferred tax assets, respectively. Based on the historical earnings of
the Company and projections of future taxable income, management believes it is more likely than not that the results of operations will generate sufficient taxable earnings to realize net deferred
tax assets.

NOTE 14SEGMENT INFORMATION

The Company's business units have been separated into two reportable segments, wholesale and retail operations, in accordance with SFAS No. 131 "Disclosure
about Segments of an Enterprise and Related Information". The Company operates both its wholes and retail business through its wholly-owned subsidiary company, Guru Denim, Inc., and oversees
the operations of each business unit.

The
accounting policies of each segment are the same as those described in the summary of significant accounting policies (Note 2). The wholesale division sells denim jeans and
other apparel products bearing the True Religion Brand Jeans brand name at its normal list wholesale price and eliminates the inter-segment sales. The retail division sells similar products at the
Company's wholly owned retail stores. There was only one business segment for the year ended December 31, 2004. The Company evaluates the performance of each operating segment based on net
income from operations, before income taxes, accounting changes, non-recurring items and interest income and expense.

During
2006, the Company began to account for wholesale and retail as separate segments. Summarized financial information concerning the Company's reportable segments is shown in the
following table for the year ended December 31, 2006:

2006

Wholesale

Retail

ConsolidatedNet Sales

$
134,974,432

$
5,514,515

$
140,488,947Gross Profit


72,097,553


2,915,302


75,012,855Net Income from Operations

$
34,383,851

$
592,865

$
34,976,716Total Assets

$
77,978,706

$
1,771,570

$
79,750,276


F-30

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 15QUARTERLY INFORMATION (UNAUDITED)

Summarized quarterly financial information for fiscal 2006, 2005, and 2004 is listed below. As discussed in Note 17, the consolidated financial statements
for the years ended December 31, 2006, 2005, and 2004 have been restated (in thousands, except per share data):

As
Restated:

Year ended December 31, 2006

First Quarter

Second Quarter

Third Quarter

Fourth QuarterNet revenue

$
35,850

$
31,077

$
43,183

$
30,379Gross profit

$
19,088

$
16,693

$
22,656

$
16,576Net income

$
5,834

$
4,028

$
7,750

$
4,134Earnings per share:Basic

$
0.26

$
0.18

$
0.34

$
0.18Diluted

$
0.25

$
0.17

$
0.33

$
0.18


|
|

Year ended December 31, 2005

First Quarter

Second Quarter

Third Quarter

Fourth QuarterNet revenue

$
20,120

$
22,126

$
35,212

$
25,761Gross profit

$
10,285

$
11,055

$
18,675

$
13,312Net earnings

$
3,635

$
3,988

$
7,342

$
3,475Earnings per share:Basic

$
0.17

$
0.19

$
0.33

$
0.16Diluted

$
0.16

$
0.17

$
0.32

$
0.15


As
Previously Reported:

Year ended December 31, 2006

First Quarter

Second Quarter

Third Quarter

Fourth QuarterNet revenue

$
35,609

$
30,734

$
42,909

$
29,559Gross profit

$
18,776

$
16,352

$
22,383

$
16,153Net income

$
6,471

$
4,874

$
8,197

$
4,893Earnings per share:Basic

$
0.29

$
0.22

$
0.36

$
0.20Diluted

$
0.28

$
0.21

$
0.35

$
0.20


|
|

Year ended December 31, 2005

First Quarter

Second Quarter

Third Quarter

Fourth QuarterNet revenue

$
20,108

$
22,003

$
34,990

$
25,471Gross profit

$
10,224

$
10,932

$
18,432

$
13,020Net earnings

$
3,832

$
4,263

$
7,726

$
3,687Earnings per share:Basic

$
0.18

$
0.20

$
0.35

$
0.17Diluted

$
0.17

$
0.18

$
0.33

$
0.16


F-31

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 16SUBSEQUENT EVENTS

On January 2, 2007, the Company issued 113,000 restricted shares of common stock to its officers, directors, employees and legal counsel as
long-term incentive compensation. The Company retired 14,955 shares from this issuance to pay employee withholding taxes. The total of net shares issued were 98,045. The grant of shares to
each recipient is structured such that 1/3 vested on January 2, 2007, 1/3 vests on January 2, 2008 and 1/3 vests on January 2, 2009.
The fair market value of each share was $15.29 on January 3, 2007 and the Company has valued the grant in the amount of $1.73 million. The shares not vested are escrowed with the
Company. In the event that the employee or officer is not employed with the Company at the vesting date, the unvested shares are forfeited. In the event of a sale of the Company or change of control,
all of the unvested shares become vested.

On
January 4, 2007, the Company issued 105,000 shares of its common stock pursuant to the exercise of options at an average exercise price of $0.67 for total cash consideration of
approximately $69,975.

On
February 1, 2007, the Company entered into a new independent contractor agreement with L'Atelier. L'Atelier has acted as the Company's principal
sales agent since 2003. L'Atelier has been engaged as coordinator of United States wholesale full price sales, on an exclusive basis. L'Atelier is entitled to a
commission based on net sales sold directly to department stores and to specialty stores.

On
February 3, 2007, the Company relocated its headquarters from 1525 Rio Vista Avenue, Los Angeles, California to 2263 E. Vernon Avenue, Vernon, California. The warehouse,
shipping and
receiving, customer service and distribution departments of the Company had previously moved to this facility in August 2006.

On
February 26, 2007, the Company entered into a lease for retail space located at Corte Madera Village in Corte Madera, California. The Company will use the leased premises as a
retail store for the sale of True Religion merchandise.

On
February 27, 2007, the Company entered into a new distribution agreement to distribute market and sell its products in Germany, Switzerland, Austria, Holland, Belgium, and
Luxembourg.

On
February 28, 2007, the Company entered into a lease for retail space located at The Americana at Brand in Glendale, California. The Company will use the leased premises as a
retail store for the sale of True Religion merchandise.

On
March 7, 2007, the Company entered into a lease for retail space located at Westfield Valley Fair in Santa Clara, California. The Company will use the leased premises as a
retail store for the sale of True Religion merchandise.

On
March 7, 2007, the Company entered into a lease for retail space located at Northpark Center in Dallas, Texas. The Company will use the leased premises as a retail store for
the sale of True Religion merchandise.

Effective
March 14, 2007, Kymberly Gold-Lubell no longer serves as the Vice President, Women's Design or a member of the Board of Directors of the Company.
Ms. Gold-Lubell serves as a consultant to the Company pursuant to a Waiver and Release Agreement.

F-32

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 16SUBSEQUENT EVENTS (Continued)

Effective
March 26, 2007, Charles Lesser no longer serves as the Chief Financial Officer of the Company. Mr. Lesser will serve as a consultant to the Company pursuant to a
Release and Consulting Agreement.

Effective
March 26, 2007, the Company has appointed Peter Collins as Chief Financial Officer, succeeding Charles Lesser. Concurrent with the appointment of Mr. Collins, the
Company granted Mr. Collins 50,000 shares of common stock as long-term incentive compensation. The grant of shares is structured such that 33% vests on March 26, 2008, 33%
vests on March 26, 2009, and 34% vests on March 26, 2010. The fair market value of each share was $16.04 on March 26, 2007 and the Company has valued the grant in the amount of
$0.8 million. The shares not vested will be escrowed with the Company. In the event that Mr. Collins is not employed with the Company at the vesting date, the unvested shares are
forfeited. In the event of a sale of the Company or change of control, all of the unvested shares become vested.

NOTE 17RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company's Annual Report on Form 10-K for the year ended December 31, 2006, the Company determined
errors in its previously issued financial statements should be corrected, as follows:

Restricted stock awards:The Company's previous method for recognizing restricted stock compensation was not correct as the
portion of expense recognized trailed the vesting of the awards. When the method was corrected, we increased our pre-tax restricted stock compensation expense in 2006 by
$1.2 million and reduced the previously recorded 2007 pre-tax expense by the same amount. Also, the Company did not properly identify the grant date for restricted stock that was
awarded in December 2006 and vested in January 2007. We increased our 2006 pre-tax restricted stock compensation expense by $1.2 million and reduced the previously recorded 2007
pre-tax compensation by the same amount.

Income Tax Expense:The Company's compensation programs did not fully comply with federal and state income tax regulations.
In particular, the Company had taken tax deductions on certain executive compensation that was non-deductible under Section 162(m) of the Internal Revenue Code. The correction of
these errors resulted in the recording of additional income tax expense of $0.5 million, $0.8 million, and $0.1 million for 2006, 2005, and 2004, respectively.

Stock option awards:The accounting for stock options granted in 2003 and 2004 was not correct. For instance, the grant date
for one large award was assumed to be before all required granting actions had occurred, and in another instance, modifications to stock option awards were not considered. In order
to correct these errors, the Company has recorded additional pre-tax compensation expense of $0.4 million in 2006, $0.3 million in 2005 and $0.4 million in 2004.

Other:The Company also corrected the following quantitatively and qualitatively immaterial accounting errors previously
unrecorded in the years ended December 31, 2006, December 31, 2005 and December 31, 2004:



F-33

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 17RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)



The
above pretax restatement adjustments resulted in a change to the Company's taxable income. Accordingly, the Company has recorded changes in its provision for income taxes of $(0.3)
million, $0.7 million, and less than $(0.1) million for the years ended 2006, 2005, and 2004, respectively.

In
addition to the above adjustments, the Company has reclassified balances in its previously issued 2006 and 2005 financial statements to conform to its current presentation. The
reclassification items are:



As
a result, the Company has restated the accompanying consolidated balance sheets as of December 31, 2006 and 2005, the consolidated statements of income for the years ended
December 31, 2006, 2005, and 2004, the consolidated statement of cash flows for the years ended December 31, 2006, 2005, and 2004, from amounts previously reported and the related notes
to the consolidated financial statements for such periods to correct these errors.

F-34

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 17RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

The
following table summarizes the impact of the restatements and reclassifications on the previously reported consolidated financial statements:

|                                           |  | As Originally Reported |            | Restatement Adjustments |   | Reclass Adjustments |   | As Restated and Reclassified
|------------------------------------------ |  | ---------------------- | ---------- | ----------------------- | - | ------------------- | - | ----------------------------
|2006                                       |  |                        |            |                         |   |                     |   |                             
|CONSOLIDATED BALANCE SHEET:                |  |                        |            |                         |   |                     |   |                             
|Accounts receivable, net of allowances     |  | $                      | 6,331,736  |                         | $ | 165,920             |   |                             
|Inventory                                  |  |                        | 9,399,305  |                         |   | (105,065            | ) |                             
|Deferred income taxes                      |  |                        | 2,923,000  |                         |   | (291,475            | ) |                             
|Prepaid expenses and other current assets  |  |                        | 1,391,300  |                         |   | (201,408            | ) |                             
|Total current assets                       |  |                        | 74,454,862 |                         |   | (432,028            | ) |                             
|Property and equipment, net                |  |                        | 4,993,432  |                         |   | 14,959              |   |                             
|Total assets                               |  | $                      | 80,167,345 |                         | $ | (417,069            | ) |                             
|Current Liabilities:                       |  |                        |            |                         |   |                     |   |                             
|Accounts payable and accrued expenses      |  | $                      | 9,170,611  |                         | $ | (34,950             | ) |                             
|Accrued payroll, vacation, and bonus       |  |                        | 1,632,024  |                         |   | 276,534             |   |                             
|Income taxes payable                       |  |                        | 625,767    |                         |   | 2,778,033           |   |                             
|Other liabilities                          |  |                        | 764,039    |                         |   | (33,637             | ) |                             
|Total current liabilities                  |  |                        | 12,192,441 |                         |   | 2,985,980           |   |                             
|Other liabilities                          |  |                        | 491,863    |                         |   | (66,567             | ) |                             
|Total liabilities                          |  |                        | 12,684,304 |                         |   | 2,919,413           |   |                             
|Total liabilities and stockholders' equity |  | $                      | 80,167,345 |                         | $ | (417,069            | ) |                             

F-35

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 17RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

|
|

|                                                   |  | As Originally Reported |             | Restatement Adjustments |   | Reclass Adjustments |   | As Restated and Reclassified |           
|-------------------------------------------------- |  | ---------------------- | ----------- | ----------------------- | - | ------------------- | - | ---------------------------- | ----------
|2006                                               |  |                        |             |                         |   |                     |   |                              |           
|CONSOLIDATED INCOME STATEMENT:                     |  |                        |             |                         |   |                     |   |                              |           
|Net sales                                          |  | $                      | 139,046,380 |                         | $ | 53,818              |   | $                            | 1,388,749 
|Cost of sales                                      |  |                        | 65,427,277  |                         |   | 48,815              |   |                              |           
|Gross profit                                       |  |                        | 73,619,103  |                         |   | 5,003               |   |                              | 1,388,749 
|Selling, General, and Administrative Expenses:     |  |                        |             |                         |   |                     |   |                              |           
|Selling and shipping                               |  |                        | 15,015,643  |                         |   | (8,691              | ) |                              | 788,521   
|Consumer direct                                    |  |                        | 1,688,376   |                         |   |                     |   |                              | 600,228   
|General and administrative                         |  |                        | 15,965,029  |                         |   | 2,987,938           |   |                              |           
|Litigation settlement expense                      |  |                        |            |                         |   |                     |   |                              | 2,106,475 
|Total selling, general and administrative expenses |  |                        | 33,561,668  |                         |   | 2,979,247           |   |                              | 3,495,224 
|Operating income                                   |  |                        | 40,057,435  |                         |   | (2,974,244          | ) |                              | (2,106,475
|Total other expense (income)                       |  |                        | 1,302,120   |                         |   |                     |   |                              | (2,106,475
|Income before provision for income taxes           |  |                        | 38,755,315  |                         |   | (2,974,244          | ) |                              |           
|Provision for income taxes                         |  |                        | 14,320,000  |                         |   | (284,832            | ) |                              |           
|Net Income                                         |  | $                      | 24,435,315  |                         | $ | (2,689,412          | ) | $                            |          
|Net Income per shareBasic                         |  | $                      | 1.07        |                         | $ | (0.10               | ) |                              |           
|Net Income per shareDiluted                       |  | $                      | 1.04        |                         | $ | (0.12               | ) |                              |           
|Weighted average shares outstandingBasic          |  |                        | 22,797,000  |                         |   | (301,292            | ) |                              |           
|Weighted average shares outstandingDiluted        |  |                        | 23,576,500  |                         |   | 31,843              |   |                              |           

F-36

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TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 17RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

|
|

|                                               |  | As Originally Reported |            | Restatement Adjustments |   | Reclass Adjustments |   | As Restated and Reclassified |  
|---------------------------------------------- |  | ---------------------- | ---------- | ----------------------- | - | ------------------- | - | ---------------------------- | -
|2006                                           |  |                        |            |                         |   |                     |   |                              |  
|CONSOLIDATED STATEMENT OF CASH FLOWS           |  |                        |            |                         |   |                     |   |                              |  
|Net income                                     |  | $                      | 24,435,315 |                         | $ | (2,689,412          | ) |                              |  
|Depreciation and amortization                  |  |                        | 413,105    |                         |   | 38,211              |   |                              |  
|Provision for bad debts                        |  |                        | 329,391    |                         |   | (56,250             | ) |                              |  
|Stock-based compensation                       |  |                        | 3,907,196  |                         |   | 2,813,678           |   |                              |  
|Tax benefit from stock-based compensation      |  |                        |            |                         |   | 258,228             |   | 1,500,000                    |  
|Excess tax benefit on stock-based compensation |  |                        |            |                         |   | (1,612,077          | ) |                              |  
|Deferred taxes                                 |  |                        | (1,068,000 | )                       |   | 766                 |   |                              |  
|Accounts receivable                            |  |                        | 1,134,396  |                         |   | (17,038             | ) |                              |  
|Inventory                                      |  |                        | 653,442    |                         |   | 105,065             |   |                              |  
|Prepaid Expenses and other current assets      |  |                        | (479,144   | )                       |   | 181,226             |   |                              |  
|Accounts payable and accrued expenses          |  |                        | 2,446,910  |                         |   | (51,989             | ) |                              |  
|Accrued payroll, vacation and bonus expenses   |  |                        | 274,445    |                         |   | 97,675              |   |                              |  
|Accrued customer credits                       |  |                        | 81,292     |                         |   | 17,038              |   |                              |  
|Deferred revenue                               |  |                        | 257,416    |                         |   | (33,637             | ) |                              |  
|Income taxes payable                           |  |                        | 888,324    |                         |   | (543,826            | ) | (1,500,000                   | )
|Long-term lease liability                      |  |                        | 491,863    |                         |   | (66,567             | ) |                              |  
|Net cash provided by operating activities      |  |                        | 33,641,522 |                         |   | (1,558,909          | ) |                              |  
|Net cash used in investing activities          |  |                        | 1,555,959  |                         |   | (3,050,470          | ) |                              |  
|Excess tax benefit on stock-based compensation |  |                        |           |                         |   | 1,612,077           |   |                              |  
|Net cash provided by financing activities      |  |                        | 243,524    |                         |   | 1,612,077           |   |                              |  
|Net increase in cash                           |  |                        | 35,441,005 |                         |   | (2,997,300          | ) |                             |  
|Cash and cash equivalents, beginning of year   |  |                        | 9,436,632  |                         |   | 2,997,300           |   |                             |  
|Cash and cash equivalents, end of year         |  |                        | 44,877,637 |                         |   |                     |   |                              |  

F-37

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 17RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

|
|

|                                           |  | As Originally Reported |            | Restatement Adjustments |   | Reclass Adjustments |   | As Restated and Reclassified
|------------------------------------------ |  | ---------------------- | ---------- | ----------------------- | - | ------------------- | - | ----------------------------
|2005                                       |  |                        |            |                         |   |                     |   |                             
|CONSOLIDATED BALANCE SHEET:                |  |                        |            |                         |   |                     |   |                             
|Cash and cash equivalents                  |  | $                      | 9,436,632  |                         | $ | 2,997,300           |   |                             
|Marketable securities                      |  |                        | 5,970,486  |                         |   | (2,997,300          | ) |                             
|Accounts receivable, net of allowances     |  |                        | 7,795,524  |                         |   | 72,450              |   |                             
|Deferred income taxes                      |  |                        | 1,989,000  |                         |   | 98,799              |   |                             
|Total current assets                       |  |                        | 42,754,951 |                         |   | 171,249             |   |                             
|Total assets                               |  | $                      | 43,991,691 |                         | $ | 171,249             |   |                             
|Current Liabilities:                       |  |                        |            |                         |   |                     |   |                             
|Accounts payable and accrued expenses      |  | $                      | 6,814,701  |                         |   |                     |   |                             
|Accrued payroll, vacation, and bonus       |  |                        | 512,541    |                         |   | 178,859             |   |                             
|Income taxes payable                       |  |                        | 1,237,443  |                         |   | 3,711,366           |   |                             
|Other accrued expenses                     |  |                        |           |                         |   |                     |   | 134,000                     
|Deferred tax liability                     |  |                        | 134,000    |                         |   |                     |   | (134,000                    
|Total current liabilities                  |  |                        | 8,698,685  |                         |   | 3,890,225           |   |                             
|Total liabilities                          |  |                        | 8,698,685  |                         |   | 3,890,225           |   |                             
|Total liabilities and stockholders' equity |  | $                      | 43,991,691 |                         | $ | 171,249             |   |                             

F-38

---



TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 17RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

|
|

|                                                   |  | As Originally Reported |             | Restatement Adjustments |   | Reclass Adjustments |   | As Restated and Reclassified |           
|-------------------------------------------------- |  | ---------------------- | ----------- | ----------------------- | - | ------------------- | - | ---------------------------- | ----------
|2005                                               |  |                        |             |                         |   |                     |   |                              |           
|CONSOLIDATED INCOME STATEMENT:                     |  |                        |             |                         |   |                     |   |                              |           
|Net sales                                          |  | $                      | 102,572,445 |                         |   |                     |   | $                            | 646,720   
|Cost of sales                                      |  |                        | 49,964,420  |                         |   | (72,450             | ) |                              |           
|Gross profit                                       |  |                        | 52,608,025  |                         |   | 72,450              |   |                              | 646,720   
|Selling, General, and Administrative Expenses:     |  |                        |             |                         |   |                     |   |                              |           
|Selling and shipping                               |  |                        | 9,587,730   |                         |   |                     |   |                              | 402,175   
|Consumer direct                                    |  |                        | 60,624      |                         |   |                     |   |                              | 244,545   
|General and administrative                         |  |                        | 8,938,170   |                         |   | 484,007             |   |                              |           
|Litigation settlement expense                      |  |                        |             |                         |   |                     |   |                              | 2,140,000 
|Total selling, general and administrative expenses |  |                        | 18,586,524  |                         |   | 484,007             |   |                              | 2,786,720 
|Operating income                                   |  |                        | 34,021,501  |                         |   | (411,557            | ) |                              | (2,140,000
|Total other income                                 |  |                        | 2,044,474   |                         |   |                     |   |                              | (2,140,000
|Income before provision for income taxes           |  |                        | 31,977,027  |                         |   | (411,557            | ) |                              |           
|Provision for income taxes                         |  |                        | 12,469,000  |                         |   | 656,669             |   |                              |           
|Net Income                                         |  | $                      | 19,508,027  |                         | $ | (1,068,226          | ) | $                            |          
|Net Income per shareBasic                         |  | $                      | 0.90        |                         | $ | (0.05               | ) |                              |           
|Net Income per shareDiluted                       |  | $                      | 0.84        |                         | $ | (0.03               | ) |                              |           
|Weighted average shares outstandingBasic          |  |                        | 21,674,000  |                         |   | 2,858               |   |                              |           
|Weighted average shares outstandingDiluted        |  |                        | 23,179,500  |                         |   | (522,274            | ) |                              |           

|
|

|                                             |  | As Originally Reported |            | Restatement Adjustments |   | Reclass Adjustments |   | As Restated and Reclassified |  
|-------------------------------------------- |  | ---------------------- | ---------- | ----------------------- | - | ------------------- | - | ---------------------------- | -
|2005                                         |  |                        |            |                         |   |                     |   |                              |  
|CONSOLIDATED STATEMENT OF CASH FLOWS         |  |                        |            |                         |   |                     |   |                              |  
|Net income                                   |  | $                      | 19,508,027 |                         | $ | (1,068,226          | ) |                              |  
|Shares issued for services                   |  |                        | 1,298,500  |                         |   |                    |   | (48,500                      | )
|Stock-based compensation                     |  |                        | 1,368,531  |                         |   | 315,471             |   | 48,500                       |  
|Tax benefit from stock-based compensation    |  |                        |           |                         |   | 1,677,711           |   |                              |  
|Deferred taxes                               |  |                        | (1,707,541 | )                       |   | (176,702            | ) |                              |  
|Accounts receivable                          |  |                        | (5,684,443 | )                       |   | (72,450             | ) |                              |  
|Accrued payroll, vacation and bonus expenses |  |                        | 157,220    |                         |   | 168,535             |   |                              |  

F-39

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TRUE RELIGION APPAREL, INC. AND SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2006

NOTE 17RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Continued)

|
|

|                                                   |  | As Originally Reported |            | Restatement Adjustments |   | Reclass Adjustments |   | As Restated and Reclassified
|-------------------------------------------------- |  | ---------------------- | ---------- | ----------------------- | - | ------------------- | - | ----------------------------
|2004                                               |  |                        |            |                         |   |                     |   |                             
|CONSOLIDATED INCOME STATEMENT:                     |  |                        |            |                         |   |                     |   |                             
|General and administrative                         |  |                        | 2,868,870  |                         |   | 428,065             |   |                             
|Litigation settlement expense                      |  |                        |           |                         |   |                     |   | 125,000                     
|Total selling, general and administrative expenses |  |                        | 6,302,223  |                         |   | 428,065             |   | 125,000                     
|Operating income                                   |  |                        | 6,851,858  |                         |   | (428,065            | ) | (125,000                    
|Total other income                                 |  |                        | 125,000    |                         |   |                     |   | (125,000                    
|Income before provision for income taxes           |  |                        | 6,726,858  |                         |   | (428,065            | ) |                             
|Provision for income taxes                         |  |                        | 2,498,681  |                         |   | (34,437             | ) |                             
|Net Income                                         |  |                        | 4,228,177  |                         |   | (393,628            | ) |                             
|Net Income per shareBasic                         |  | $                      | 0.21       |                         | $ | (0.02               | ) |                             
|Net Income per shareDiluted                       |  | $                      | 0.20       |                         | $ | (0.01               | ) |                             
|Weighted average shares outstandingBasic          |  |                        | 19,950,000 |                         |   | 49,175              |   |                             
|Weighted average shares outstandingDiluted        |  |                        | 20,771,000 |                         |   | (276,844            | ) |                             

|
|

|                                             |  | As Originally Reported |   | Restatement Adjustments |   | Reclass Adjustments |  | As Restated and Reclassified |  
|-------------------------------------------- |  | ---------------------- | - | ----------------------- | - | ------------------- |  | ---------------------------- | -
|2004                                         |  |                        |   |                         |   |                     |  |                              |  
|CONSOLIDATED STATEMENT OF CASH FLOWS         |  |                        |   |                         |   |                     |  |                              |  
|Net income                                   |  | 4,228,177              |   | (393,628                | ) |                     |  | 3,834,549                    |  
|Stock-based compensation                     |  | 190,094                |   | 417,742                 |   |                     |  | 607,836                      |  
|Tax benefit from stock-based compensation    |  |                        |   | 37,955                  |   |                     |  | 37,955                       |  
|Deferred taxes                               |  | (147,459               | ) | (31,566                 | ) |                     |  | (179,025                     | )
|Accrued payroll, vacation and bonus expenses |  |                       |   | 10,323                  |   |                     |  | 10,323                       |  
|Income taxes payable                         |  | 2,630,516              |   | (40,826                 | ) |                     |  | 2,589,690                    |  

F-40

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SIGNATURES

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

|                      | TRUE RELIGION APPAREL, INC.                                                      
|--------------------- | ---------------------------------------------------------------------------------
|Dated: April 30, 2008 | /s/JEFFREY LUBELLJeffrey Lubell Chief Executive Officer and Chairman of the Board

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of Registrant and in the capacities
and on the dates indicated.

|Name                                            |  | Position                                                                        |  | Date          
|----------------------------------------------- |  | ------------------------------------------------------------------------------- |  | --------------
|                                                |  |                                                                                 |  |               
|/s/JEFFREY LUBELLJeffrey Lubell                 |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |  | April 30, 2008
|/s/PETER F. COLLINSPeter F. Collins             |  | Chief Financial Officer (Principal Financial and Accounting Officer)            |  | April 30, 2008
|/s/JOSEPH H. COULOMBEJoseph H. Coulombe         |  | Director                                                                        |  | April 30, 2008
|/s/G. LOUIS GRAZIADIO IIIG. Louis Graziadio III |  | Director                                                                        |  | April 30, 2008
|/s/ROBERT L. HARRIS, IIRobert L. Harris, II     |  | Director                                                                        |  | April 30, 2008
|Mark S. Maron                                   |  | Director                                                                        |  | April 30, 2008

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