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<B><P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
<FONT SIZE=4><P ALIGN="CENTER">FORM S-8 </P>
<P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
</FONT><P ALIGN="CENTER">TRUE RELIGION APPAREL, INC.<BR>
</B><FONT SIZE=2>(Exact name of registrant as specified in its charter)</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<B><P ALIGN="CENTER">Nevada</B><BR>
<FONT SIZE=2>(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><P ALIGN="CENTER">98-0352633</B><BR>
<FONT SIZE=2>(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>

<B><P ALIGN="CENTER">1525 Rio Vista Avenue<BR>
Los Angeles, CA  90023<BR>
</B><FONT SIZE=2>(Address of Principal Executive Offices and Zip Code)</P>
</FONT><B><P ALIGN="CENTER">2004 Stock Option Plan<BR>
</B><FONT SIZE=2>(Full title of the plan)</P>
</FONT><B><P ALIGN="CENTER">The President<BR>
True Religion Apparel Inc.<BR>
1525 Rio Vista Avenue<BR>
Los Angeles, CA  90023<BR>
</B><FONT SIZE=2>(Name and address of agent for service)</P>
</FONT><B><P ALIGN="CENTER">323.266.3072<BR>
</B><FONT SIZE=2>(Telephone number, including area code, of agent for service)</P>
<P ALIGN="CENTER">Copies of all communications, including all communications sent to the agent for service, should be sent to:</P>
</FONT><B><P ALIGN="CENTER">Ethan Minsky <BR>
Clark, Wilson <BR>
Barristers &amp; Solicitors <BR>
800 - 885 West Georgia Street, Vancouver, British Columbia, Canada  V6C 3H1<BR>
Telephone: 604.687.5700<BR>
<U>Facsimile: 604.687.6314</P>
</B></U><FONT SIZE=2><P ALIGN="CENTER"></P>
<P ALIGN="CENTER">-2-</P>
<B><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=631>
<TR><TD WIDTH="23%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Title of Securities to<BR>
be Registered<SUP>(1)</B></SUP></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Amount to be<BR>
Registered</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Offering<BR>
Price Per Share</B></FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering Price</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Amount of <BR>
Registration<BR>
Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P>Options to Purchase Common Stock </FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">3,000,000</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$2.37</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$7,110,000</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$900.84<SUP>(3)</SUP></FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P>Common Shares Underlying Options<B><SUP>((2)</B></SUP></FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">3,000,000</FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$2.37</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$7,110,000</FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=48>
<FONT SIZE=2><P ALIGN="CENTER">$900.84<SUP>(3)</SUP></FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP" HEIGHT=48>
<B><FONT SIZE=2><P>Total</B></FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=48>
<B><FONT SIZE=2><P ALIGN="CENTER">6,000,000</B></FONT></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=48>
<B><FONT SIZE=2><P ALIGN="CENTER">$2.37</B></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP" HEIGHT=48>
<B><FONT SIZE=2><P ALIGN="CENTER">$14,220,000</B></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=48>
<B><FONT SIZE=2><P ALIGN="CENTER">$1,801.68</B></FONT></TD>
</TR>
</TABLE>
<DIR>

<SUP><FONT SIZE=2><P>(1)</SUP>&#9;An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.</P>
<SUP><P>(2)&#9;</SUP>Together with other awards that may be granted to participants in our 2004 Stock Option Plan, which may consist of a stock option entitling the participant to acquire such number of shares of common stock of our company in accordance with terms to be established by the administrator of the 2004 Stock Option Plan (which shall be the board of directors of our company, unless a successor administrator is appointed.</P>
<SUP><P>(3)</SUP>&#9;The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee.  Our estimate is based on the average of the high and low prices for our common stock as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on October 5, 2004.</P></DIR>

<B><P ALIGN="CENTER">EXPLANATORY NOTE</P>
</B><P>We prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register an aggregate of 3,000,000 stock options issued pursuant to our 2004 Stock Option Plan and the 3,000,000 shares of our common stock which may be issued upon exercise of stock options granted pursuant to our 2004 Stock Option Plan.  The purpose of the 2004 Stock Option Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees and consultants and to promote the success of our business.</P>
<B><P ALIGN="CENTER">PART I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
<P>Item&nbsp;1.  Plan Information</P>
</B><P>We will send or make available the documents containing the information specified in Part I of Form S-8 to individuals who participate in our 2004 Stock Option Plan.  A copy of the 2004 Stock Option Plan is attached as Exhibit 4.1 to this Form S-8.  The form of Stock Option Agreement for use under the 2004 Stock Option Plan is attached as Exhibit 4.2 to this Form S-8.</P>
<P ALIGN="CENTER">-3-</P>
<P>This registration statement relates to a maximum of 3,000,000 stock options issuable pursuant to our 2004 Stock Option Plan and the underlying 3,000,000 common shares in the capital of our company issuable upon the exercise of options granted under the 2004 Stock Option Plan.  </P>
<B><P ALIGN="JUSTIFY">Item&nbsp;2.  Registrant Information and Employee Plan Annual Information</P>
</B><P>We will provide, without charge, to each person to whom a copy of the Section 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the Section 10(a) prospectus).  Requests should be directed to Charles Lesser, Chief Financial Officer, True Religion Apparel Inc., 1525 Rio Vista Avenue, Los Angeles, California, 90023.  Our telephone number is 323.266.3072. </P>
<B><P ALIGN="CENTER">PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="JUSTIFY">Item&nbsp;3.  Incorporation of Documents by Reference.</P>
</B><P>The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.</P>
<P>The following documents filed by our company with the SEC are incorporated herein by reference:</P>
<P>1.&#9;The description of our common stock contained in the Registration Statement on Form SB-2 (SEC file number 333-112859), filed with the Securities and Exchange Commission on November 5, 2001, including all amendments and reports for the purpose of updating such description;</P>
<P>2.&#9;Our Annual Report on Form 10-KSB, filed on April 14, 2004.  Our financial statements as at December 31, 2003 and the period from inception (November 7, 2002) through December 31, 2003 incorporated by reference from our Form 10-KSB file with the SEC on April 14, 2004 have been audited by Stonefield Josephson, Inc., independent accountants, as set forth in their report accompanying the financial statements and are included herein  in reliance upon the report.; </P>
<P>3.&#9;Our Quarterly Report on Form 10-QSB, filed on May 18, 2004;</P>
<P>4.&#9;Our Current Report on Form 8-K, filed on July 12, 2004;</P>
<P>5.&#9;Our Definitive Proxy Statement, filed on July 20, 2004;</P>
<P>6.&#9;Our Quarterly Report on Form 10-QSB, filed on August 16, 2004;</P>
<P>7.&#9;Our Current Report on Form 8-K, filed on September 8, 2004; and</P>
<P>8.&#9;Our Current Report on Form 8-K, filed on September 20, 2004.</P>
<P>All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this registration statement have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.  Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any subsequently filed document that is also incorporated by reference in this registration statement modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.</P>
<P ALIGN="CENTER">-4-</P>
<P>You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;4.  Description of Securities.</P>
</B><P>We are registering an aggregate of 3,000,000 stock options issuable pursuant to our 2004 Stock Option Plan and the 3,000,000 shares of our common stock which may be issued upon exercise of stock options granted pursuant to our 2004 Stock Option Plan.  Stock options are exercisable for a period of up to 10 years at a price and on a vesting schedule to be determined by the board of directors at the time of the grant of the options.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;5.  Interests of Named Experts and Counsel.</P>
</B><P>Not applicable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;6.  Indemnification of Directors and Officers.</P>
</B><P ALIGN="JUSTIFY">Section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:</P>
<B><P ALIGN="JUSTIFY">NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.</P>
</B><P ALIGN="JUSTIFY">A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.</P>
<P ALIGN="JUSTIFY">A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>
<P ALIGN="JUSTIFY">To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, </P>
<P ALIGN="CENTER">-5-</P>
<P ALIGN="JUSTIFY">issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.</P>
<P ALIGN="JUSTIFY">When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:</P>
<B><P ALIGN="JUSTIFY">NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.</P>
</B><P ALIGN="JUSTIFY">Any discretionary indemnification under <U>NRS 78.7502</U> unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:</P>
<P ALIGN="JUSTIFY">(a) By the stockholders;</P>
<P ALIGN="JUSTIFY">(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;</P>
<P ALIGN="JUSTIFY">(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or</P>
<P ALIGN="JUSTIFY">(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.</P>
<P ALIGN="JUSTIFY">The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.</P>
<P ALIGN="JUSTIFY">3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:</P>
<P ALIGN="JUSTIFY">(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to <U>NRS 78.7502</U> or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.</P>
<P ALIGN="JUSTIFY">(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.</P>
<P>Article VII of our Bylaws provide that we must indemnify any director, officer, employee or agent of our company who becomes a party to an action against expenses including attorney fees, judgments, fines and amounts paid in settlement if that person acted in good faith and reasoned his conduct or action to be in the best interest of our company.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;7.  Exemption from Registration Claimed.</P>
</B><P>Not Applicable.</P>
<P ALIGN="CENTER">-6-</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;8.  Exhibits.</P><DIR>
<DIR>

</B><P>4.1&#9;2004 Stock Option Plan<SUP> </P>
</SUP><P>4.2&#9;Form of Stock Option Agreement</P>
<P>5&#9;Opinion of Clark, Wilson</P>
<P>23.1&#9;Consent of Clark, Wilson (included in Exhibit 5)</P>
<P>23.2&#9;Consent of Independent Public Accounting Firm (Stonefield Josephson, Inc.)</P>
<P>24&#9;Power of Attorney (included in signature page)</P></DIR>
</DIR>

<B><P ALIGN="JUSTIFY">Item&nbsp;9.  Undertakings.</P>
</B><P><A NAME="_Ref476382056">(a)&#9;We hereby undertake:</P><DIR>
<DIR>

<P>(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P><DIR>
<DIR>

<P>(i)&#9;to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;</P>
<P>(ii)&#9;to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and</P>
<P>(iii)&#9;to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;</P></DIR>
</DIR>
</DIR>
</DIR>

<P>PROVIDED, HOWEVER, that undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.</P><DIR>
<DIR>

<P>(2)&#9;That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(3)&#9;To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.</P></DIR>
</DIR>

<P>(b)&#9;We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the </P>
<P ALIGN="CENTER">-7-</P>
<P>Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</A></P>
<P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">-8-</P>
<B><P ALIGN="CENTER">SIGNATURES</P>
</B><P>Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 6, 2004.</P>
<B><P ALIGN="JUSTIFY">TRUE RELIGION APPAREL, INC.</P>
</B><U><P>/s/ Jeffrey Lubell&#9;</U><BR>
By:  Jeffrey Lubell, President, CEO and Director<BR>
(Principal Executive Officer)</P>
<U><P>/s/ Charles Lesser&#9;</U><BR>
By: Charles Lesser, Chief Financial Officer<BR>
(Principal Financial and Accounting Officer)</P>
<B><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>&#9;KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Charles Lesser as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.</P>
<P>&#9;Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.</P>
<B><P>Signatures</P>
</B><U><P>/s/ Jeffrey Lubell&#9;<BR>
</U>Jeffrey Lubell, President, CEO and Director<BR>
October 6, 2004</P>
<U><P>/s/ Charles Lesser&#9;<BR>
</U>Charles Lesser, Chief Financial Officer<BR>
October 6, 2004</P>
<U><P>/s/ Kymberly Lubell&#9;<BR>
</U>Kymberly Lubell, Secretary and Director</P>
<P>October 6, 2004</P>
<U><P>/s/ Mark Saltzman&#9;<BR>
</U>Mark Saltzman, Director<BR>
October 6, 2004</P>
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OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRUE RELIGION APPAREL, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0352633
(I.R.S. Employer Identification No.)
1525 Rio Vista Avenue
Los Angeles, CA  90023
(Address of Principal Executive Offices and Zip Code)
2004 Stock Option Plan
(Full title of the plan)
The President
True Religion Apparel Inc.
1525 Rio Vista Avenue
Los Angeles, CA  90023
(Name and address of agent for service)
323.266.3072
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Ethan Minsky
Clark, Wilson
Barristers & Solicitors
800 - 885 West Georgia Street, Vancouver, British Columbia, Canada  V6C 3H1
Telephone: 604.687.5700
Facsimile: 604.687.6314
-2-
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
(1)
Amount to be
Registered
Proposed
Maximum
Offering
Price Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Options to Purchase Common Stock
3,000,000
$2.37
$7,110,000
$900.84
(3)
Common Shares Underlying Options
((2)
3,000,000
$2.37
$7,110,000
$900.84
(3)
Total
6,000,000
$2.37
$14,220,000
$1,801.68
(1)	An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.
(2)	Together with other awards that may be granted to participants in our 2004 Stock Option Plan, which may consist of a stock option entitling the participant to acquire such number of shares of common stock of our company in accordance with terms to be established by the administrator of the 2004 Stock Option Plan (which shall be the board of directors of our company, unless a successor administrator is appointed.
(3)	The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee.  Our estimate is based on the average of the high and low prices for our common stock as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on October 5, 2004.
EXPLANATORY NOTE
We prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register an aggregate of 3,000,000 stock options issued pursuant to our 2004 Stock Option Plan and the 3,000,000 shares of our common stock which may be issued upon exercise of stock options granted pursuant to our 2004 Stock Option Plan.  The purpose of the 2004 Stock Option Plan is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to our employees and consultants and to promote the success of our business.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.  Plan Information
We will send or make available the documents containing the information specified in Part I of Form S-8 to individuals who participate in our 2004 Stock Option Plan.  A copy of the 2004 Stock Option Plan is attached as Exhibit 4.1 to this Form S-8.  The form of Stock Option Agreement for use under the 2004 Stock Option Plan is attached as Exhibit 4.2 to this Form S-8.
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This registration statement relates to a maximum of 3,000,000 stock options issuable pursuant to our 2004 Stock Option Plan and the underlying 3,000,000 common shares in the capital of our company issuable upon the exercise of options granted under the 2004 Stock Option Plan.
Item 2.  Registrant Information and Employee Plan Annual Information
We will provide, without charge, to each person to whom a copy of the Section 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the Section 10(a) prospectus).  Requests should be directed to Charles Lesser, Chief Financial Officer, True Religion Apparel Inc., 1525 Rio Vista Avenue, Los Angeles, California, 90023.  Our telephone number is 323.266.3072.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.
The following documents filed by our company with the SEC are incorporated herein by reference:
1.	The description of our common stock contained in the Registration Statement on Form SB-2 (SEC file number 333-112859), filed with the Securities and Exchange Commission on November 5, 2001, including all amendments and reports for the purpose of updating such description;
2.	Our Annual Report on Form 10-KSB, filed on April 14, 2004.  Our financial statements as at December 31, 2003 and the period from inception (November 7, 2002) through December 31, 2003 incorporated by reference from our Form 10-KSB file with the SEC on April 14, 2004 have been audited by Stonefield Josephson, Inc., independent accountants, as set forth in their report accompanying the financial statements and are included herein  in reliance upon the report.;
3.	Our Quarterly Report on Form 10-QSB, filed on May 18, 2004;
4.	Our Current Report on Form 8-K, filed on July 12, 2004;
5.	Our Definitive Proxy Statement, filed on July 20, 2004;
6.	Our Quarterly Report on Form 10-QSB, filed on August 16, 2004;
7.	Our Current Report on Form 8-K, filed on September 8, 2004; and
8.	Our Current Report on Form 8-K, filed on September 20, 2004.
All documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this registration statement have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.  Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement or in any subsequently filed document that is also incorporated by reference in this registration statement modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
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You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.
Item 4.  Description of Securities.
We are registering an aggregate of 3,000,000 stock options issuable pursuant to our 2004 Stock Option Plan and the 3,000,000 shares of our common stock which may be issued upon exercise of stock options granted pursuant to our 2004 Stock Option Plan.  Stock options are exercisable for a period of up to 10 years at a price and on a vesting schedule to be determined by the board of directors at the time of the grant of the options.
Item 5.  Interests of Named Experts and Counsel.
Not applicable.
Item 6.  Indemnification of Directors and Officers.
Section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim,
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issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:
NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
Any discretionary indemnification under
NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to
NRS 78.7502
or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Article VII of our Bylaws provide that we must indemnify any director, officer, employee or agent of our company who becomes a party to an action against expenses including attorney fees, judgments, fines and amounts paid in settlement if that person acted in good faith and reasoned his conduct or action to be in the best interest of our company.
Item 7.  Exemption from Registration Claimed.
Not Applicable.
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Item 8.  Exhibits.
4.1	2004 Stock Option Plan
4.2	Form of Stock Option Agreement
5	Opinion of Clark, Wilson
23.1	Consent of Clark, Wilson (included in Exhibit 5)
23.2	Consent of Independent Public Accounting Firm (Stonefield Josephson, Inc.)
24	Power of Attorney (included in signature page)
Item 9.  Undertakings.
(a)	We hereby undertake:
(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)	to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(ii)	to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and
(iii)	to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
PROVIDED, HOWEVER, that undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)	We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the
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Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on October 6, 2004.
TRUE RELIGION APPAREL, INC.
/s/ Jeffrey Lubell
By:  Jeffrey Lubell, President, CEO and Director
(Principal Executive Officer)
/s/ Charles Lesser
By: Charles Lesser, Chief Financial Officer
(Principal Financial and Accounting Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Charles Lesser as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.
Signatures
/s/ Jeffrey Lubell
Jeffrey Lubell, President, CEO and Director
October 6, 2004
/s/ Charles Lesser
Charles Lesser, Chief Financial Officer
October 6, 2004
/s/ Kymberly Lubell
Kymberly Lubell, Secretary and Director
October 6, 2004
/s/ Mark Saltzman
Mark Saltzman, Director
October 6, 2004