10-Q/A 1 form10qa03733_06302007.htm sec document

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10 - Q/A

(Mark One)

X     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
         EXCHANGE ACT OF 1934
         For the quarterly period ended June 30, 2007

| |   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: 0-25918
                              -------

                             EVERLAST WORLDWIDE INC.
                             -----------------------
             (Exact Name of Registrant as Specified in Its Charter)

                  Delaware                             13-3672716
      (State or Other Jurisdiction of                 (IRS Employer
       Incorporation or Organization)               Identification No.)

           1350 Broadway, Suite 2300
                New York, NY                               10018
   (Address of Principal Executive Offices)             (Zip Code)

                                 (212) 239-0990
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
                     (Former Name, Former Address and Former
                    Fiscal Year if Changed Since Last Report)

   Indicate by check 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 past 12 months (or for such shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

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

   Indicate by check 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.

   Large Accelerated Filer [ ]  Accelerated Filer [ ]  Non-Accelerated Filer [X]

   Indicate by check mark whether the  registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).

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

   The number of common  equity  shares  outstanding  as of August 10,  2007 was
4,080,023 shares of Common Stock, $.002 par value.



                                EXPLANATORY NOTE

      The purpose of this  amendment to the Company's  quarterly  report on Form
10-Q/A,  for the quarter ended June 30, 2007, is to revise the discussion of the
Company's management's  evaluation of controls and procedures.  This Form 10-Q/A
does not  purport  to  provide  a  general  update  or  discussion  of any other
development  subsequent to the original filing of the Company's quarterly report
on Form 10-Q for the quarter ended June 30, 2007.


PART I.  FINANCIAL INFORMATION


ITEM 4.  CONTROLS AND PROCEDURES

      Our chief executive  officer and chief financial officer have reviewed our
disclosure  controls and  procedures as of the end of the period covered by this
report.  Based upon this review, these officers concluded that, as of the end of
the period covered by this report,  our  disclosure  controls and procedures are
effective in ensuring that information required to be disclosed in reports filed
under the Exchange Act is recorded,  processed,  summarized, and reported within
the specified time periods and accumulated  and  communicated to our management,
including our principal  executive officer and principal  financial officer,  as
appropriate to allow timely decisions regarding required disclosure.

      There were no changes in our internal  controls that  occurred  during the
last fiscal quarter that have  materially  affected or are reasonably  likely to
materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 6.  EXHIBITS

    (a) Exhibits

    31.1  Certification  of Chief Executive  Officer  pursuant to Rule 13a-14(a)
          and Rule 15d-14(a) of the Securities Exchange Act, as amended

    31.2  Certification  of Chief Financial  Officer  pursuant to Rule 13a-14(a)
          and Rule 15d-14(a) of the Securities Exchange Act, as amended

    32.1  Certification of Chief Executive  Officer Pursuant to 18 U.S.C.  1350,
          as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    32.2  Certification of Chief Financial  Officer Pursuant to 18 U.S.C.  1350,
          as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



                                   SIGNATURES

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

                                         EVERLAST WORLDWIDE INC.

Date: August 15, 2007                    By: /s/ Seth Horowitz
                                             -----------------------------------
                                         Name: Seth Horowitz
                                         Title: Chief Executive Officer,
                                                President

                                         By: /s/ Gary J. Dailey
                                             -----------------------------------
                                         Name: Gary J. Dailey
                                         Title: Chief Financial Officer,
                                                Chief Accounting Officer