UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10 - Q

(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, 2006


/_/  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                             No  X
                 ---                            ---
     The number of common  equity  shares  outstanding  as of August 2, 2006 was
3,905,304 shares of Common Stock, $.002 par value.



                                      INDEX



PART I.  FINANCIAL INFORMATION                                             PAGE

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets -
           June 30, 2006 (Unaudited) and December 31, 2005                    3

         Consolidated Statements of Operations -
           Three and Six Months ended June 30, 2006 and 2005 (Unaudited)      4

         Consolidated Statements of Cash Flows -
           Six Months ended June 30, 2006 and 2005 (Unaudited)                5

         Notes to Consolidated Financial Statements -
           Six Months ended June 30, 2006 - (Unaudited)                    6-11

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                      12-18

Item 3.  Quantitative and Qualitative Disclosure About Market Risk           19

Item 4.  Controls and Procedures                                             19

PART II. OTHER INFORMATION

Items 1,2,3 and 5 not applicable

Item 4.  Submission of Matters to Vote of Security Holders                   19

Item 6.  Exhibits                                                            20


SIGNATURES                                                                   21










                                       2



                                                   EVERLAST WORLDWIDE INC.
                                                 CONSOLIDATED BALANCE SHEETS

                                                                                          June 30,          December 31,
                                                                                            2006                2005
                                                                                       -------------        -------------
                                                                                         (Unaudited)
(Note)
    ASSETS
    Current assets:
     Cash and cash equivalents                                                           $   242,000          $   58,000
     Accounts and licensing receivables - net                                              7,609,000          11,117,000
     Inventories                                                                           5,667,000           6,732,000
     Inventories of discontinued component                                                         -           1,205,000
     Prepaid expenses and other current assets                                             1,284,000           2,761,000
                                                                                       -------------       --------------
                   Total current assets                                                   14,802,000          21,873,000

     Restricted cash                                                                       1,083,000           1,059,000
     Property and equipment, net                                                           6,243,000           6,213,000
     Goodwill                                                                              6,718,000           6,718,000
     Trademarks, net                                                                      22,664,000          22,664,000
     Other assets                                                                          2,711,000           2,914,000
                                                                                        ------------        ------------
                                                                                         $54,221,000         $61,441,000

   LIABILITIES AND STOCKHOLDERS' EQUITY

   Current liabilities:
     Short-term borrowings from factor                                                   $ 2,978,000        $ 13,028,000
     Current maturities of long term debt                                                  2,775,000           2,141,000
     Accounts payable                                                                      3,705,000           3,159,000
     Accrued expenses and other current liabilities                                        2,295,000           3,252,000
                                                                                     ---------------       -------------
                   Total current liabilities                                              11,753,000          21,580,000

   License deposits payable                                                                  441,000             465,000
   Long term debt, net of current maturities                                              23,145,000          26,531,000
                                                                                     ---------------      --------------
                   Total liabilities                                                      35,339,000          48,576,000
                                                                                     ---------------      --------------

   Stockholders' equity:
     Common stock, par value $.002; 19,000,000 shares
       authorized; 4,078,304 issued (3,552,743 in 2005),
       3,904,304 outstanding, 3,378,743 in 2005                                               10,000               8,000
     Class A common stock, par value $.01; 100,000 shares
       authorized; 0 shares issued and outstanding at June 30, 2006 and
       100,000 shares issued and outstanding at December 31, 2005                                  -               1,000
     Paid-in capital                                                                      15,437,000          12,307,000
     Retained earnings                                                                     4,162,000           1,276,000
                                                                                       -------------           ---------
                                                                                          19,609,000          13,592,000
     Less treasury stock, at cost (174,000 common shares)                                   (727,000)           (727,000)
                                                                                       -------------        ------------
                                                                                          18,882,000          12,865,000
                                                                                        ------------         -----------
                                                                                        $ 54,221,000        $ 61,441,000
                                                                                        ============        ============
See accompanying notes to the financial statements.

Note: The balance sheet at December 31, 2005 has been derived from the audited financial statements at that date.




                                                             3



                                           EVERLAST WORLDWIDE INC. & SUBSIDIARIES
                                            CONSOLIDATED STATEMENTS OF OPERATIONS

                                                              Three Months Ended                         Six Months Ended
                                                                    June 30,                                 June 30,
                                                       ------------------------------------  ------------------------------------

                                                           2006                 2005                2006                  2005
                                                           ----                 ----                ----                  ----
                                                       (Unaudited)          (Unaudited)         (Unaudited)           (Unaudited)

Net sales                                               $6,798,000           $7,313,000         $13,765,000           $12,537,000
Net license revenues                                     3,039,000            2,938,000           6,042,000             6,038,000
                                                        ----------           ----------         -----------           -----------
Net revenues                                             9,837,000           10,251,000          19,807,000            18,575,000
                                                        ----------           ----------         -----------           -----------

Cost of goods sold                                       5,340,000            5,900,000          10,869,000            10,220,000
                                                        ----------           ----------         -----------           -----------

Gross profit                                             4,497,000            4,351,000           8,938,000             8,355,000

Operating expenses:
  Selling and shipping                                   1,320,000            1,152,000           2,886,000             2,357,000
  General and administrative                             1,476,000            1,671,000           2,813,000             3,267,000
  Restructuring and non-recurring charges                        -              273,000                   -               273,000
  Stock-based compensation and costs in                    135,000                    -             219,000               182,000
  connection with warrant issuance
    Amortization                                                 -              228,000                   -               456,000
                                                        ----------           ----------         -----------           -----------
                                                         2,931,000            3,324,000           5,918,000             6,535,000
                                                        ----------           ----------         -----------           -----------

Income from continuing operations                        1,566,000            1,027,000           3,020,000             1,820,000
                                                        ----------           ----------         -----------           -----------

Other income (expense):
  Gain on early extinguishment of preferred                      -                    -           2,032,000                     -
  stock and prepayment of notes payable, net
  Interest expense and financing costs                   (826,000)            (523,000)         (1,494,000)           (1,077,000)
  Investment income                                          3,000                5,000              12,000                11,000
                                                        ----------           ----------         -----------           -----------
                                                         (823,000)            (518,000)           (550,000)           (1,066,000)
                                                        ----------           ----------         -----------           -----------

Income before provision for income  taxes                  743,000              509,000           3,570,000               754,000
from continuing operations


Provision for income taxes                                 341,000              203,000             684,000               222,000
                                                        ----------           ----------         -----------           -----------

Net income from continuing operations                      402,000              306,000           2,886,000               532,000
                                                        ----------           ----------         -----------           -----------

Loss from discontinued components, net of tax                    -            (902,000)                   -           (1,221,000)
                                                        ----------           ----------         -----------           -----------

Net income (loss) available to common                     $402,000           ($596,000)          $2,886,000            ($689,000)
stockholders
                                                        ==========           ==========         ===========           ===========

Basic earnings  per share from continuing                    $0.10                $0.09               $0.77                 $0.16
operations
                                                        ==========           ==========         ===========           ===========
Diluted earnings per share from continuing                   $0.10                $0.08               $0.72                 $0.14
operations
                                                        ==========           ==========         ===========           ===========
Basic loss per share from discontinued component                 -              ($0.27)                   -               ($0.38)
                                                        ==========           ==========         ===========           ===========
Diluted loss per share from discontinued component               -              ($0.24)                   -               ($0.33)
                                                        ==========           ==========         ===========           ===========
Net basic earnings (loss) per share                          $0.10              ($0.18)               $0.77               ($0.21)
                                                        ==========           ==========         ===========           ===========
Net diluted earnings (loss) per share                        $0.10              ($0.16)               $0.72               ($0.19)
                                                        ==========           ==========         ===========           ===========


                                                             4




                                                   EVERLAST WORLDWIDE INC.
                                            CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                                                     Six Months Ended
                                                                                                         June 30,
                                                                                             ------------------------------
                                                                                                  2006              2005
                                                                                             ------------------------------

                  (Unaudited)

Cash flows from operating activities:
  Net income (loss)                                                                           $2,886,000          ($689,000)
  Adjustments to reconcile net income (loss) to net
    cash provided by operating activities:
       Gain on early extinguishment of preferred stock and notes payable                      (2,032,000)              --
       Depreciation and amortization                                                             568,000            983,000
       Non-cash cost in connection with stock-based compensation
         and warrant issuance                                                                    219,000            182,000
       Interest income on restricted cash                                                        (23,000)           (13,000)
Changes in assets (increase) decrease:
       Accounts receivable                                                                     3,508,000          5,694,000
       Inventories                                                                             2,270,000          1,338,000
       Prepaid expenses and other current assets                                               1,134,000           (429,000)
       Other assets                                                                              676,000           (136,000)
Changes in liabilities increase (decrease):
       Accounts payable, accrued expenses
         and other current liabilities                                                        (1,066,000)        (1,217,000)
       Deferred licensing revenues                                                                  --              955,000
       License deposits payable                                                                  (24,000)            13,000
                                                                                             -----------         ----------
             Net cash provided by operating activities                                         8,114,000          6,681,000
                                                                                             -----------         ----------

Cash flows used by investing activities:
       Purchases of property and equipment                                                      (278,000)          (153,000)
                                                                                             -----------         ----------

Cash flows from financing activities:
       Proceeds from term loan facility                                                       25,000,000               --
       Redemption of preferred stock and prepayment of notes payable                         (22,703,000)              --
       Deferred financing costs on term facility                                              (2,059,000)              --
       Repayments of short-term borrowings from Factor                                       (10,050,000)        (7,113,000)
       Proceeds from exercises of stock options                                                2,912,000            214,000
       Repayments of long-term debt instruments                                                 (752,000)           (89,000)
                                                                                             -----------         ----------
             Net cash used by financing activities:                                           (7,652,000)        (6,988,000)
                                                                                             -----------         ----------

Net increase (decrease) in cash and cash equivalents                                             184,000           (460,000)
Cash and cash equivalents, beginning of period                                                    58,000            649,000
                                                                                             -----------         ----------

Cash and cash equivalents, end of period                                                        $242,000           $189,000
                                                                                             ===========         ==========

Supplemental  disclosures  of cash flow  information:  Cash paid during the
  period for:
    Interest                                                                                  $1,243,000           $593,000
    Income taxes                                                                                   8,000              7,000


See accompanying notes to financial statements.


                                                              5



                             EVERLAST WORLDWIDE INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.    EVERLAST WORLDWIDE INC. AND BASIS OF PRESENTATION:

      Everlast Worldwide, Inc. (herein referred to as "the Company", "we", "us",
      and "our") is a  manufacturer,  marketer and  licensor of sporting  goods,
      apparel,  footwear and other active lifestyle  products under the Everlast
      brand name. Our consolidated  financial statements are presented herein as
      of June 30, 2006 and for the three and six months  ended June 30, 2006 and
      2005  are  unaudited  and,  in the  opinion  of  management,  include  all
      adjustments   (consisting  only  of  normal  and  recurring   adjustments)
      necessary  for a fair  presentation  of financial  position and results of
      operations.   Such  financial   statements  do  not  include  all  of  the
      information  and  footnote   disclosures   normally  included  in  audited
      financial  statements  prepared  in  accordance  with  generally  accepted
      accounting  principles.  The accompanying unaudited consolidated financial
      statements have been prepared in accordance with the  instructions to Form
      10-Q.  The results of operations for the three and six month periods ended
      June 30, 2006 are not  necessarily  indicative  of the results that may be
      expected for any other  interim  periods or the full year ending  December
      31, 2006. We have reviewed the status of our legal contingencies and there
      are no material changes from the Form 10-K for the year ended December 31,
      2005.

2.    CHANGE IN ACCOUNTING FOR STOCK BASED COMPENSATION:

      On January 1, 2006, we adopted Statement of Financial Accounting Standards
      (SFAS)  No.  123(R),   "Accounting  for  Stock-Based   Compensation,"   in
      accordance with the  modified-prospective  transition method prescribed in
      SFAS No. 148,  "Accounting for  Stock-Based  Compensation - Transition and
      Disclosure."   In   accordance   with  the   accounting   change  for  the
      modified-prospective    transition   method,   we   incurred   stock-based
      compensation expense of $120,000, net of a tax benefit of $146,000, in the
      current  three month period ended June 30, 2006.  It is expected  that for
      the year ended December 31, 2006,  stock-based  compensation  expense will
      approximate  $450,000,  net of tax. Prior to January 1, 2006, we accounted
      for our  stock-based  compensation  plans using the intrinsic value method
      under APB Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB
      25") and related Interpretations. Under APB 25, when the exercise price of
      our employee stock options,  was at least equal to the market price of the
      underlying  stock  on the  date of  grant,  no  compensation  expense  was
      recognized.  SFAS No. 148  requires us to disclose  pro forma  information
      related to stock-based compensation,  in accordance with SFAS No. 123 (R),
      on a quarterly basis in addition to the annual  disclosure for all periods
      presented prior to January 1, 2006.

      If  compensation  cost for our  stock-based  compensation  plans  had been
      determined  based on the fair value at the date of grant  consistent  with
      the method  prescribed by Statement of Financial  Accounting  Standard No.
      123 (R), "Accounting For Stock-Based Compensation", pro-forma net loss and
      loss per share for the three and  six-month  period  ended  June 30,  2005
      would be as follows:



                                       6



                                            --------------------------------
                                               Three Months      Six Months
                                                  Ended             Ended
                                             June 30, 2005     June 30, 2005
                                            --------------------------------

Net loss, as reported                        ($  596,000)      ($  689,000)

Stock-based employee compensation
expense determined under fair value
method, net of related tax effects               (28,000)          (56,000)

Pro-forma net loss                           ($  624,000)      ($  745,000)

Basic net loss per common share:
    As reported                              $     (0.18)      $     (0.21)
    Pro-forma                                $     (0.19)      $     (0.23)

Diluted net loss per common share:
    As reported                              $     (0.18)      $     (0.21)
    Pro-forma                                $     (0.19)      $     (0.23)



3.    CHANGE IN ACCOUNTING ESTIMATE:

      Effective  January 1, 2006, we changed our estimate of the useful life for
      the accounting of the amortization of certain intangible assets, no longer
      amortizing our trademark for $228,000 per quarter, based on the assessment
      that the Everlast trademark has an indefinite useful life. For the periods
      presented  prior to January 1, 2006, we amortized  this  intangible  asset
      over a 30-year life.

4.    EARNINGS PER SHARE:

      We report  basic and diluted  earnings per share in  accordance  with SFAS
      Statement No. 128 "Earnings  Per Share" ("SFAS No. 128").  Basic  earnings
      per share  amounts are computed  based on the weighted  average  number of
      shares actually outstanding during the period.  Diluted earnings per share
      amounts  are  based  on an  increased  number  of  shares  that  would  be
      outstanding  assuming the exercise of dilutive stock options and warrants,
      and  contingent  consideration  pursuant  to the  Merger  Agreement  dated
      October 24, 2000 that was in place for periods  presented prior to January
      1, 2006.

      The  following  table  sets  forth the  computation  of basic and  diluted
      earnings per share pursuant to SFAS No. 128:



                                       7



                                                                         Three Months Ended                   Six Months Ended
                                                                               June 30,                           June 30
                                                                   -----------------------------------------------------------------
                                                                         2006             2005              2006             2005
                                                                   -----------------------------------------------------------------
Numerator:
Numerator for basic and diluted
    earnings per common share --

    Net income (loss) available to common                           $   402,000      ($  596,000)      $ 2,886,000      ($  689,000)
                                                                    -----------      -----------       -----------      -----------
    stockholders

Denominator:
Denominator for basic earnings per
    common share --
    Weighted average shares
    outstanding during the period                                     3,883,000        3,289,000         3,750,000        3,231,000
                                                                    -----------      -----------       -----------      -----------

Effect of diluted securities:
    Stock options, warrants and contingent
    consideration                                                       274,000          513,000           283,000          485,000
                                                                    -----------      -----------       -----------      -----------


Denominator for diluted earnings per
    common share --
    adjusted  weighted  average  shares and  assumed
    conversions                                                       4,157,000        3,802,000         4,033,000        3,716,000
                                                                    ===========      ===========       ===========      ===========

    Basic net income (loss) per common share                        $      0.10      ($     0.18)      $      0.77      ($     0.21)
                                                                    ===========      ===========       ===========      ===========
    Diluted net income (loss) per common share                      $      0.10      ($     0.16)      $      0.72      ($     0.19)
                                                                    ===========      ===========       ===========      ===========


5.    DISCONTINUED COMPONENTS:

      On December 17,  2004,  we  announced  the signing of the largest  license
      agreement  in our history  whereby we licensed our United  States  women's
      apparel  category to Jacques  Moret,  Inc.  ("Jacques  Moret"),  effective
      January 1, 2005.  Effective  January 1, 2006, we expanded our relationship
      with Jacques  Moret  whereby we licensed our United  States men's  apparel
      category.  We believe  that it was in our best  interest  to  license  our
      women's  and  men's   apparel   businesses   to  reduce   risk,   increase
      profitability and to grow the Everlast apparel presence as a result of the
      licensees'  ability to source product more competitively due to its buying
      power and expanded distribution network in certain channels.

      The following  results of our men's and women's  apparel  components  have
      been presented as loss from a discontinued  components in the accompanying
      consolidated  statements of operations for the three and six-months  ended
      June 30, 2005.



                                       8



                                              Three Months      Six Months
                                             Ended June 30,    Ended June 30,
                                                  2005             2005
                                             --------------    --------------
Net sales                                     $ 2,226,000       $ 6,123,000
Costs and expenses                              3,230,000         7,415,000
                                             --------------    --------------

Loss before income taxes                       (1,004,000)       (1,292,000)
Income tax benefit                                102,000            71,000
                                             --------------    --------------
Loss from discontinued components             ($  902,000)      ($1,221,000)
                                             ==============    ==============


6.    GAIN  ON  EARLY  EXTINGUISHMENT  OF  SERIES  A  REDEEMABLE   PARTICIPATING
      PREFERRED STOCK ("PREFERRED STOCK") AND NOTES PAYABLE, AND LONG-TERM DEBT:

      On February 8, 2006,  we announced the  redemption of all our  outstanding
      Preferred Stock in the aggregate  amount of $20 million and elimination of
      all  related  rights and  privileges,  including  the  elimination  of the
      profit-sharing  mechanism,  the  retirement  of two  seats on our board of
      directors,  and the  prepayment  of our  outstanding  $6  million in notes
      payable to one of the former holders of the Preferred Stock.

      We  accomplished  the  redemptions  and  prepayment by entering into a $25
      million Senior Secured  Four-Year Term Facility (the "Term Facility") with
      Wells Fargo Century,  Inc. ("Wells  Fargo").  Pursuant to the terms of the
      Term Facility,  we redeemed all our outstanding  Preferred Stock,  prepaid
      all our outstanding notes payable and eliminated all rights and privileges
      associated therewith for an aggregate amount of $22.7 million, taken as an
      advance under the Term  Facility.  The remaining $2.3 million of available
      financing  under  the  Term  Facility  was used to pay for  financing  and
      professional  costs  associated with the Term Facility.  The Term Facility
      requires quarterly  principal  installments of $635,000,  commencing April
      30, 2006,  with a balloon  payment of $15.5 million due December 31, 2009,
      along with monthly interest on the related outstanding  principal at prime
      plus  1% (9% as of  June  30,  2006.)  The  Term  Facility  has  customary
      covenants in place,  including a minimum  fixed-charge  financial covenant
      ratio, and excess cash-flow  recapture (which we currently  estimate to be
      $1 million at June 30, 2006 and have  reclassified $1 million of long term
      debt into accrued  expenses and other  liabilities.)  The Term Facility is
      secured by all of our tangible and intangible assets.

      In accordance with prevailing  accounting  principles regarding short-term
      debt expected to be refinanced at December 31, 2005, we  reclassified  our
      current   ($3,000,000)   and  long-term   ($17,000,000)   Preferred  Stock
      redemption obligations and notes payable ($6,000,000) based on our current
      and long-term debt requirements of our new Term Facility.  As part of this
      transaction,  we  recorded  a $2  million  tax-free  gain from this  early
      redemption  of all  outstanding  Preferred  Stock and notes payable in the
      first quarter of fiscal 2006.



                                       9



7.    INVENTORIES:

      Inventories  are stated at the lower of cost  (determined  on a  first-in,
      first-out basis) or market.

                                        June 30, 2006       December 31, 2005
                                       ---------------      -----------------
Raw materials                             $1,721,000           $1,429,000
Work-in-process                              310,000              188,000
Finished goods                             3,636,000            5,115,000
                                          ----------           ----------
                                          $5,667,000           $6,732,000
                                          ==========           ==========


8.    OPERATING SEGMENTS:

      Our  operating  segments are  evidenced  by the  structure of our internal
      organization.  The segments of sporting goods  equipment and licensing are
      defined for operations  participating  in Everlast  brand sales  activity,
      which  are  separately  broken  out  and  disclosed  on our  statement  of
      operations.

      Our  sporting  goods  business  predominately  operates in one  geographic
      segment, the United States and Canada. As of January 1, 2006 our licensing
      segment  receives   approximately   52%  of  our  revenues  from  domestic
      licensees, 26% from European licensees and 22% from all other countries.

      Where  applicable,  "other"  represents  items  necessary to reconcile the
      consolidated  financial  statements,  which  generally  include  corporate
      activity  and costs,  to the  segment  financial  information  provided as
      follows:

                                             FOR THE SIX MONTHS ENDED JUNE 30, 2006

                                                                  Sporting
                                                                    Goods        Licensing         Other              Total
                                                                ---------------------------------------------------------------
      Operating income ( loss)                                    ($88,000)      $5,834,000     ($2,726,000)        $3,020,000
                                                                ---------------------------------------------------------------
      Gain on early extinguishment of preferred stock and
      prepayment of notes payable                                                                  2,032,000         2,032,000

      Interest and financing costs, net                                                          (1,482,000)       (1,482,000)



      Income (loss) before income taxes from continuing
      operations                                                  ($88,000)      $5,834,000    ( $2,176,000)        $3,570,000
                                                                ===============================================================



                                       10



                                             FOR THE SIX MONTHS ENDED JUNE 30, 2005

                                                                  Sporting
                                                                    Goods        Licensing         Other              Total
                                                                ---------------------------------------------------------------
      Operating income ( loss)                                   ($449,000)      $5,669,000     ($3,400,000)       $1,820,000
                                                            -------------------------------------------------------------------

      Interest and financing costs, net                                                          (1,066,000)       (1,066,000)
                                                            -------------------------------------------------------------------

      Income (loss) before income taxes from
      continuing operations                                      ($449,000)      $5,669,000     ($4,466,000)         $754,000
                                                            ===================================================================


9.    STOCKHOLDERS' EQUITY:

      During the six months ended June 30, 2006, paid in capital  increased $2.9
      million, largely a result from the exercise of employee and director stock
      options.






                                       11





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

      Certain   statements   contained  in  this  quarterly  report   constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act and  Sections  21E of the  Exchange  Act.  Such  forward-looking  statements
involve known and unknown risks,  uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements, or industry
results, to be materially different from any future results, levels of activity,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements. Such factors include, among others, the following:  general economic
and business  conditions,  our ability to implement our business  strategy;  our
ability  to  obtain  financing  for  general  corporate  purposes;  competition;
availability  of key  personnel,  and changes in, or the failure to comply with,
government's  regulations,  among other geo-political and economic risk factors.
As a result of the foregoing and other factors,  no assurance can be given as to
the future results,  levels of activity and  achievements and neither us nor any
person  assumes  responsibility  for the  accuracy  and  completeness  of  these
statements.

GENERAL

      Everlast  Worldwide  Inc.,  a Delaware  corporation  and its  subsidiaries
(collectively,  the "Company" and herein  referred to as "we",  "us" and "our"),
was  originally  organized  in the  State  of New  York on July 6,  1992 and was
re-incorporated  in Delaware on October 19, 1994. Our sporting goods business is
currently  engaged in the design,  manufacture,  marketing  and sale of sporting
goods related to the sport of boxing such as boxing  gloves,  heavy bags,  speed
bags,  boxing  trunks,  and  miscellaneous  gym equipment  that are sold through
sporting goods stores, mass merchandisers,  catalog operations,  gymnasiums, and
martial arts  studios.  In  addition,  we license the  Everlast(R)  trademark to
numerous companies, both domestic and international, that source and manufacture
products  such  as  men's,   women's  and   children's   apparel  and  footwear,
cardiovascular equipment, back to school stationery, eyewear, sports bags, hats,
fragrances, fine jewelry, batteries, nutritional products and other accessories.
One of our business  strategies,  as a licensing  and marketing  company,  is to
maximize  the value of our  intellectual  property  by entering  into  strategic
licenses with entities  which have been selected based upon our belief that they
will be able to produce and sell  quality  products in the  categories  of their
specific expertise.  This licensing strategy is designed to permit us to operate
our licensing business with minimal working capital, no inventory, production or
distribution costs or risks, and utilizing only a small group of core employees.

      Our  financial   statements  and  the  notes  thereto   contain   detailed
information that should be referred to in conjunction with this discussion.

CRITICAL ACCOUNTING POLICIES, ESTIMATES AND JUDGEMENTS

      Our  financial  statements  are  prepared in  accordance  with  accounting
principles generally accepted in the United States. The accounting principles we
use  require us to make  estimates  and  assumptions  that  affect the  reported
amounts of assets and  liabilities  at the date of the financial  statements and
amounts of income  and  expenses  during the  reporting  periods  presented.  We
believe in the quality and reasonableness of our critical  accounting  policies,
however it is likely that materially  different  amounts would be reported under
different  conditions or using different  assumptions that we have  consistently
applied. We believe our critical  accounting policies are as follows,  including
our methodology for estimates made and assumptions used.




                                       12






      REVENUE RECOGNITION  POLICY.  Revenues from royalty and finders agreements
      are  recognized  when  earned by  applying  contractual  royalty  rates to
      quarterly  point of sale data,  among other  criteria,  received  from our
      licensees.  Our royalty  recognition  policy  provides for  recognition of
      royalties in the quarter earned,  although a large portion of such royalty
      payments are actually  received  during the month  following  the end of a
      quarter.  Revenues are not recognized unless  collectibility is reasonably
      assured.  Product  revenues are  recognized  upon shipment of inventory to
      customers.

      TRADE  RECEIVABLES.  We perform ongoing credit evaluations on existing and
      new customers  daily.  We apply reserves for  delinquent or  uncollectible
      trade receivables based on a specific identification  methodology and also
      apply a general reserve based on our trade  receivables  aging categories.
      Credit losses have been within our estimates over the last few years.

      INVENTORIES.  Our  inventories  are valued at the lower of cost or market.
      Cost has been derived principally on the standard cost methodology,  where
      we utilize a  first-in-first-out  method.  Fixed  production  overhead  is
      allocated  on the basis of normal  operating  capacity  of the  production
      facility.  We  provide  for  reserve  allowances  on  finished  goods  and
      specifically  identify  and  reserve  for  slow  moving  or  obsolete  raw
      materials and packaging.

      DEFERRED  TAXES.  Deferred taxes are determined  based on the  differences
      between the financial  statement and tax bases of assets and  liabilities,
      using  enacted  tax rates in effect for the year in which the  differences
      are  expected  to  reverse.  Valuation  allowances  are  established  when
      necessary  to reduce  deferred  tax assets to the  amounts  expected to be
      realized.  In  assessing  the need for a  valuation  allowance  management
      considers  estimates  of future  taxable  income and  ongoing  prudent and
      feasible  tax  planning  strategies.  In  accordance  with APB Opinion 23,
      "Accounting  for Income  Taxes - Special  Areas," we do not accrue  income
      taxes on the  undistributed  earnings  of a  subsidiary  which is a "DISC"
      since the  repayment  of the  earnings of the DISC is not  expected in the
      foreseeable  future. If circumstances  change and it becomes apparent that
      some or all of the undistributed  earnings of the DISC will be remitted in
      the foreseeable future, then taxes will be accrued.

      VALUATION  OF  GOODWILL,  LONG-LIVED  ASSETS  AND  INTANGIBLE  ASSETS.  We
      periodically  evaluate  goodwill,  long-lived assets and intangible assets
      for potential impairment indicators. Judgements regarding the existence of
      impairment  indicators  are based on estimated  future cash flows,  market
      conditions,  and legal  factors.  Future events could cause  management to
      conclude that impairment  indicators  exist and that the net book value of
      goodwill,  long-lived  assets  and  intangible  assets  is  impaired.  Any
      resulting  impairment  loss could have a  material  adverse  impact on our
      financial condition and results of operations.

      CONTINGENCIES AND LITIGATION. We evaluate contingent liabilities including
      threatened  or  pending   litigation  in  accordance   with  SFAS  No.  5,
      "Accounting  for  Contingencies"  and record  accruals when the outcome of
      these  matters is deemed  probable and the  liability  could be reasonably
      estimated.  Management  makes  these  assessments  based on the  facts and
      circumstances and in some instances based in part on the advice of outside
      legal counsel.



                                       13



RESULTS OF OPERATIONS

2004 & 2005 DISPOSAL OF BUSINESS COMPONENTS

      On December 17, 2004, we entered into our largest  licensing  agreement in
our history,  whereby we licensed our United States women's apparel  business to
Jacques Moret, effective January 1, 2005. Effective January 1, 2006, we expanded
our relationship  with Jacques Moret whereby we licensed our United States men's
apparel business.  We believe that our decision to license our men's and women's
apparel  businesses is in our best interests because it reduces risk,  increases
profitability  and grows Everlast apparel presence as a result of the licensee's
ability  to  source  product  more  competitively  due to its  buying  power and
expanded distribution network in certain channels of distribution.  Accordingly,
we have reported our results of operations on a GAAP basis,  which  includes the
application of SFAS No. 144 "Accounting  for the Disposal of Long-Lived  Assets"
which  requires us to report our results of  operations of the men's and women's
apparel businesses as discontinued  components for all current and prior periods
presented.

THREE MONTHS ENDED JUNE 30, 2006

      Net revenues decreased to $9.8 million for the three months ended June 30,
2006 from $10.3  million for the three months ended June 30, 2005, a decrease of
approximately  $0.5 million,  or 5%. Second quarter licensing revenues increased
3.4% to $3.0 million from $2.9 million in the second quarter of last year.  This
increase in licensing revenues came even as we were impacted by our decision not
to renew the previously  existing footwear license that was allowed to expire in
December  2005, as well as an increase in licensing  commissions  resulting from
the litigation  settlement  which  requires us to pay  commissions to our former
agent during fiscal 2006,  aggregating $450,000. In addition, our sporting goods
sales small  decline was the result of a difficult  comparison  against the year
ago quarter, which was unusually strong as a result of the airing of season 1 of
The  Contender,  which  premiered  in  March  2005.  Season  2 of The  Contender
premiered on July 18, 2006, during our fiscal third quarter.

      Gross profit increased to $4.5 million for the three months ended June 30,
2006 from $4.4 million for the three  months  ended June 30, 2005.  Gross profit
increased as a percentage  of net revenues to 45.7% from 42.4%.  The increase in
gross profit dollars and gross margin  percentages was primarily a result of our
sporting goods gross margins improving 330 basis points over the 2005 comparable
period  due to  lower  product  costs,  improved  operational  efficiencies  and
reductions in labor and overhead.

      Selling and  shipping  expenses  increased to  approximately  $1.3 million
(13.4%  of net  revenues)  for  the  three  months  ended  June  30,  2006  from
approximately  $1.2 million  (11.2% of net  revenues) for the three months ended
June 30, 2005.  The increase in dollars and as a percentage  of net revenues was
primarily a result of increased marketing and fixed advertising costs.

      General and administrative expenses were $1.5 million for the three months
ended June 30, 2006 as compared to $1.7  million for the three months ended June
30, 2005. The decrease was a result of reduced  corporate  overhead  driven from
our  discontinued  components  along with higher  legal fees  associated  with a
litigation which occurred in the prior.  During the quarter ended June 30, 2005,
we incurred a restructuring  charge of $273,000 for a minimum withdrawal pension
liability settlement with the former union representing  employees of the Bronx,
New York facility which was closed in December 2003.



                                       14



      On January 1, 2006 we adopted Statement of Financial  Accounting Standards
(SFAS) No. 123,  "Accounting for Stock-Based  Compensation,"  in accordance with
the  modified-  prospective  transition  method  prescribed  in  SFAS  No.  148,
"Accounting  for  Stock-Based  Compensation  - Transition  and  Disclosure."  In
accordance with the accounting  change for the  modified-prospective  transition
method, we incurred stock-based  compensation expense of $120,000 in the current
period.  We  expect  that for the year  ended  December  31,  2006,  stock-based
compensation expense will approximate $450,000, net of tax.

      Effective  January 1, 2006, we changed our estimate of the useful life for
the  accounting  of the  amortization  of  certain  intangible  assets  and have
assessed that the Everlast trademark has an indefinite useful life. As a result,
we no longer amortize our trademark.  For the periods presented prior to January
1, 2006, we amortized  this  intangible  asset for $228,000 per quarter,  over a
30-year life.

      Operating  income improved to $1.6 million (15.9% of net revenues) for the
three  months  ended June 30,  2006 as compared  to $1.0  million  (10.0% of net
revenues)  for the three months ended June 30, 2005,  an increase of $.6 million
or 53%.  The  increase in operating  income  dollars and as a percentage  of net
revenues  for the 2006 period was  primarily a result of higher  gross  margins,
along with lower general and  administrative  expenses and amortization  expense
explained above.

      Interest expense and finance costs, net of interest income, increased from
$518,000 in the  three-month  period ending June 30, 2005 to $823,000 during the
June 30,  2006  period.  The  increase  of  $300,000  was  largely due to higher
borrowing costs associated with our $25 million Senior Four-Year Term Facility (
the "Term Facility"),  which was closed in February 2006 as compared to the debt
service in place  (interest on notes  payable) in the same period in 2005.  This
increase  was  slightly  offset by lower  interest  on our  average  outstanding
balance  with our Factor in the second  quarter of 2006 as  compared to the same
period in 2005. Such decrease was a result of improved operating cash flows.

      Income before income taxes from continuing operations for the three months
ended June 30, 2006 was  $743,000  compared to $509,000  pre-tax  profit for the
three-month period ended June 30, 2005. The increase was a primarily a result of
higher operating income offset by higher interest costs, as explained above.

      We  recognized a tax provision of $341,000 for the three months ended June
30, 2006 as compared to a tax  provision  of $203,000 for the three months ended
June 30, 2005. We expect our tax rate to be approximately 40% this year.

      Net income from  continuing  operations was $402,000 in the 2006 period as
compared to a net income of $306,000 in 2005. During the three months ended June
30, 2005, we incurred a loss,  net of tax, from the  discontinued  components of
$902,000. We did not incur any costs associated with our discontinued components
in the 2006 period  presented.  Our net loss for the three months ended June 30,
2005 from continuing and discontinued operations was $596,000.





                                       15



SIX MONTHS ENDED JUNE 30, 2006

      Net revenues  increased to $19.8 million for the six months ended June 30,
2006 from $18.6  million for the six months ended June 30, 2005,  an increase of
approximately  $1.2 million,  or 7%. This increase was predominately a result of
increases in sales of sporting  goods  equipment of $1.2 million (10%  increase)
compared to the same  period  last year.  Our  licensing  revenues  were both $6
million for the six month  periods  ended June 30,  2006 and 2005.  In the first
half of fiscal 2006,  our net  licensing  revenues were impacted by our decision
not to renew the previously existing footwear license that was allowed to expire
in December 2005, as well as an increase in licensing commissions resulting from
the litigation  settlement  which  requires us to pay  commissions to our former
agent during fiscal year 2006, aggregating approximately $900,000.

      Gross profit increased to $8.9 million (45.1% of net revenues) for the six
months ended June 30, 2006 from $8.4 million (45.0% of net revenues) for the six
months ended June 30, 2005. The increase in gross profit dollars was primarily a
result of the aforementioned increase in net sporting goods sales.

      Selling and  shipping  expenses  increased to  approximately  $2.9 million
(14.6%  of  net   revenues)  for  the  six  months  ended  June  30,  2006  from
approximately  $2.4 million  (12.7% of net  revenues) for the three months ended
June 30, 2005.  The increase in dollars and as a percentage  of net revenues was
primarily a result of increased marketing and fixed advertising  associated with
our increased revenues. During the six months ended June 30, 2005, we incurred a
non-cash  charge of $182,000 in  connection  with the issuance of warrants  (the
"Warrants") to purchase  149,000 shares of our common stock,  $0.02 par value to
Contender Partners LLC. The issuance of the Warrants were valued using the Black
Scholes option pricing model and were issued in exchange for  advertisement  and
product  placement of men's apparel and sporting  goods  appearing on television
reality show The Contender.

      General and  administrative  expenses were $2.8 million for the six months
ended June 30, 2006 as compared  to $3.3  million for the six months  ended June
30, 2005. The decrease was a result of reduced  corporate  overhead  driven from
our  discontinued  components along with legal fees associated with a litigation
which occurred in the prior year.  During the six months ended June 30, 2005, we
incurred a  restructuring  charge of $273,000 for a minimum  withdrawal  pension
liability settlement with the former union representing  employees of the Bronx,
New York facility which was closed in December 2003.

      On January 1, 2006 we adopted Statement of Financial  Accounting Standards
(SFAS) No. 123,  "Accounting for Stock-Based  Compensation,"  in accordance with
the  modified-  prospective  transition  method  prescribed  in  SFAS  No.  148,
"Accounting  for  Stock-Based  Compensation  - Transition  and  Disclosure."  In
accordance with the accounting  change for the  modified-prospective  transition
method, we incurred stock-based  compensation expense of approximately  $200,000
in the six month period ended June 30,  2006.  It is expected  that for the year
ended  December  31, 2006,  stock-based  compensation  expense will  approximate
$450,000, net of tax.

      Effective  January 1, 2006, we changed our estimate of the useful life for
the  accounting  of the  amortization  of  certain  intangible  assets  and have
assessed that the Everlast trademark has an indefinite useful life. As a result,
we no longer amortize our trademark.  For the periods presented prior to January
1, 2006, we amortized  this  intangible  asset for $228,000 per quarter,  over a
30-year life.


                                       16



      Operating  income improved to $3.0 million (15.2% of net revenues) for the
six  months  ended  June  30,  2006 as  compared  to $1.8  million  (9.8% of net
revenues) for the six months ended June 30, 2005, an increase of $1.2 million or
66%.  The  increase  in  operating  income  dollars and as a  percentage  of net
revenues  for the 2006 period was  primarily a result of higher net revenues and
resulting gross margins,  along with lower general and  administrative  expenses
and amortization expense explained above.

      In February 2006, we recorded a $2 million gain from the early  redemption
of our Series A Redeemable Participating Preferred Stock (the "Preferred Stock")
in the  aggregate  principal  amount of $20  million and the  prepayment  of our
outstanding  $6 million in notes  payable to one of the holders of the Preferred
Stock by entering  into Term  Facility with Wells Fargo  Century,  Inc.  ("Wells
Fargo").  Under the terms of the Term Facility,  we redeemed all our outstanding
Preferred Stock,  prepaid all of our outstanding  notes payable  associated with
the Preferred  Stock, and eliminated all rights and privileges of holders of the
Preferred Stock,  for an aggregate amount of $22.7 million,  taken as an advance
under the Term  Facility.  The remaining $2.3 million  available  under the Term
Facility was used to pay financing and  professional  costs  associated with the
Term Facility.  The Term Facility requires quarterly  principal  installments of
$635,000,  commencing  April 30,  2006,  with a  balloon  of $15.5  million  due
December  31,  2009,  along with  monthly  interest on the  related  outstanding
principal at prime plus 1% (9% at June 30, 2006.) The Term Facility provides for
customary  covenants  including  but  not  limited  to  a  minimum  fixed-charge
financial  covenant ratio and excess cash-flow  recapture.  The Term Facility is
secured by all of our  tangible and  intangible  assets.  In  addition,  we also
amended our $17 million  line of credit under a Factoring  Agreement  with Wells
Fargo (the "Factor").

      Interest expense and finance costs, net of interest income, increased from
$1.1 million in the six month period ending June 30, 2005 to $1.5 million during
the June 30,  2006  period.  The  increase  was due to  higher  borrowing  costs
associated  with the Term  Facility  described  above  as  compared  to the debt
service in place (interest on notes payable) in the same period in 2005.

      Income before income taxes from  continuing  operations for the six months
ended June 30, 2006 was $3.6  million  compared to  approximately  $0.8  million
pre-tax  profit for the six month period  ended June 30, 2005.  The increase was
primarily a result of higher operating income along with the gain from the early
extinguishment  of  our  debt  instruments  (which  was a tax  free  event),  as
explained above.

      We  recognized  a tax  provision of $684,000 for the six months ended June
30, 2006 as compared to a tax  provision of  approximately  $222,000 for the six
months ended June 30, 2005. We expect our tax rate to be approximately  40% this
year, exclusive of the nontaxable gain on extinguishment.

      Net income from  continuing  operations  was $2.9 million in the six-month
period  ended June 30,  2006 as compared to a net income of $532,000 in the same
period in 2005.  During the six months ended June 30, 2005,  we incurred a loss,
net of tax, from the discontinued  components of $1.2 million.  We did not incur
any  costs  associated  with our  discontinued  components  in the  2006  period
presented.  Our net loss for the six months ended June 30, 2005 from  continuing
and discontinued operations was $689,000.




                                       17



LIQUIDITY AND CAPITAL RESOURCES


      We finance our operations and growth  primarily with cash flows  generated
from  operations  and from the  availability  to borrow  from our  Factor's  $17
million demand line of credit.

      Net cash  provided by operating  activities  for the six months ended June
30, 2006 was $8.1  million as compared to $6.7  million for the six months ended
June 30, 2005.  This increase was primarily  attributable  to an increase in our
net income of $1.6 million  (excluding the gain from the early redemption of all
of our  outstanding  Preferred  Stock and prepayment of all of our notes payable
issued  in  relation  to the  Preferred  Stock.)  Net cash  used  for  investing
activities  for the six months  ended June 30, 2006 was  $278,000 as compared to
$153,000 for the six months ended June 30, 2005.

      During the six months ended June 30, 2006,  our primary need for funds was
to finance  working  capital and for the  repayment of the  borrowings  from our
Factor.  Borrowings from our Factor during the year ended December 31, 2005 were
used to redeem the then $3 million  Preferred Stock  redemption  feature,  along
with interest and finance costs of $.8 million. During the six months ended June
30, 2006, we repaid the Factor $10.1 million reducing our outstanding obligation
to $2.9 million at June 30, 2006.

      Cash  used in  financing  activities  was $7.6  million  for the six month
period  ended June 30, 2006 as compared to $7.0 million for the six month period
ended June 30, 2005.  As disclosed  above,  we entered into the Term Facility to
redeem all of our outstanding  Preferred Stock and repaid all of our outstanding
notes  payable  issued in  relation  to the  Preferred  Stock,  together  in the
aggregate amount of $22.7 million,  along with deferred  financing costs of $2.1
million.  Aside from these changes,  the increase in financing uses is primarily
due to aforementioned repayment of borrowings from our Factor, repayments of our
other debt  instruments of $752,000,  offset by proceeds from exercises of stock
options of $2.9 million during the period ended June 30, 2006.

      At June 30,  2006,  cash and cash  equivalents  was  $242,000  compared to
$58,000 at December 31, 2005.  Working capital was $4.0 million at June 30, 2006
compared  to $300,000 at December  31,  2005,  primarily  the result of the cash
infusion resulting from the exercise of stock options and the discontinuation of
our apparel components whose operating margins and working capital  requirements
required additional short term borrowings than we currently require now.

      Management  anticipates it will generate and maintain  sufficient cash and
cash equivalent balances,  along with availability under our $17 million line of
credit from our Factor,  although no assurance  to that effect can be given,  to
fund our contractual  obligations and working capital needs. Positive cash flow,
if it occurs,  will create working capital to fund our  anticipated  growth over
the  next  12  months  and  our  contractual  obligations  related  to our  debt
instruments scheduled maturities.  If a positive cash flow does not occur, there
will be a decrease in cash and cash equivalent  balances and/or  borrowings with
the Factor and/or other lenders will increase.



                                       18



ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      There have been no material changes in financial market risk as originally
discussed  in our  Annual  Report on Form 10-K for the year ended  December  31,
2005.


ITEM 4.   CONTROLS AND PROCEDURES

      Based on their  evaluation,  as of the end of the  period  covered by this
report,  our Chief Executive  Officer and Chief Financial Officer have concluded
that our  disclosure  controls  and  procedures  (as defined in Rules 13a-14 and
15d-14 under the Securities Exchange Act of 1934) are effective. There have been
no  significant  changes in  internal  controls or in other  factors  that could
significantly  affect these controls subsequent to the date of their evaluation,
including any  corrective  actions with regard to significant  deficiencies  and
material weaknesses.

PART II.  OTHER INFORMATION


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      On June 2, 2006, we held our annual meeting of  stockholders,  whereby the
stockholders:  elected to amend the  by-laws  of the  Company  to  classify  the
composition  of the Board of  Directors;  elect  eight  members  of the Board of
Directors,  divided into three classes, and to serve until the annual meeting of
stockholders  when  the  term of  their  respective  classes  expire  and  their
successors  are elected  and  qualified  and;  approved a proposal to ratify the
appointment  of Berenson,  LLP as our  independent  auditors for the fiscal year
ending December 31, 2006. The votes on such matters were as follows:


      1.  Adoption  of  proposal  to amend  the  company's  bylaws  to  classify
          composition of the board of directors of the company:


                         FOR              AGAINST            ABSTAIN
                      ---------          ---------           -------
                      1,956,313          1,912,308           1,850


      2.  Election of directors - The following  eight  nominees were elected as
          our directors:

                                 FOR            WITHHELD    CLASS  TERM EXPIRES

Seth Horowitz                  2,990,124         13,665      III      2009
James Anderson                 2,989,924         13,865      III      2009
Edward Epstein                 2,990,124         13,865      II       2008
Larry Kring                    2,989,924         13,665      III      2009
Teddy Atlas                    2,989,924         13,865      II       2008
James J. McGuire Jr            2,989,724         14,065      II       2008
Jeffrey M. Schwartz            2,990,124         13,665      I        2007
Mark Ackereizen                2,989,824         13,965      I        2007



      3.  Ratification of appointment of auditors:  To ratify the appointment of
          Berenson,  LLP as our auditors for the fiscal year ending December 31,
          2006.

                         FOR              AGAINST            ABSTAIN
                      ---------          ---------           -------
                      2,991,584            10,305             1,900



                                       19




ITEM 6.  EXHIBITS

      (a)  Exhibits

      10.1     Employment  Agreement,  dated  January  1,  2006  by and  between
               Everlast Worldwide, Inc. and Gary J Dailey
      10.2     Retainer  Agreement,  dated July 1, 2006 by and between  Everlast
               Worldwide, Inc. and Edward R. Epstein
      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





                                       20



                                   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 4, 2006                         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





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