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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K

(Mark One)

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedOctober 31,
2009

[   ]TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [      ]
to [      ]

Commission file number 000-52452

DUSSAULT APPAREL
INC.(Exact name of registrant as specified in its charter)

|Nevada                                                               | 98-0513727                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|2250 East Hastings Street, Vancouver, BC                             | V5L 1V4                             
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|Registrant's telephone number, including area code:                  | 604.569.2619                        

Securities registered pursuant to Section 12(b) of the Act:

|Title of Each Class | Name of Each Exchange On Which Registered
|------------------- | -----------------------------------------
|N/A                 | N/A                                      

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.001 par value(Title of class)

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 the Securities Act.
Yes [   ]    No [X]

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the ActYes
[   ]    No [X]

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Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the last 90 days. Yes
[X]    No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-K (§229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files). Yes [   ]    No [   ]

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [   ] | Accelerated
      filer                  
      [   ]
|----------------------------- | -----------------------------------------------------
|Non-accelerated filer   [   ] | Smaller reporting company
[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 aggregate market value of Common Stock held by
non-affiliates of the Registrant on April 30, 2009 was $7,666,666 based on a
$0.14 closing price for the Common Stock on April 30, 2009. For purposes of this
computation, all executive officers and directors have been deemed to be
affiliates. Such determination should not be deemed to be an admission that
such executive officers and directors are, in fact, affiliates of the
Registrant.

Indicate the number of shares outstanding of each of the
registrants classes of common stock as of the latest practicable date.67,374,000 as of March 16, 2010

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

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TABLE OF CONTENTS

|Item
      1.     | Business                                                                                                                 | 4 
|----------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|                  |                                                                                                                          |   
|Item
      1A.    | Risk
      Factors                                                                                                       | 7 
|                  |                                                                                                                          |   
|Item
      1B.    | Unresolved
      Staff Comments                                                                                          | 10
|                  |                                                                                                                          |   
|Item
      2.     | Properties                                                                                                               | 10
|                  |                                                                                                                          |   
|Item
      3.     | Legal
      Proceedings                                                                                                  | 10
|                  |                                                                                                                          |   
|Item
      4.     | Submission
      of Matters to a Vote of Security Holders                                                                | 10
|                  |                                                                                                                          |   
|Item
      5.     | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 10
|                  |                                                                                                                          |   
|Item
      6.     | Selected
      Financial Data                                                                                            | 12
|                  |                                                                                                                          |   
|Item
      7.     | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                              | 12
|                  |                                                                                                                          |   
|Item
      7A.    | Quantitative
      and Qualitative Disclosures About Market Risk                                                         | 15
|                  |                                                                                                                          |   
|Item
      8.     | Financial
      Statements and Supplementary Data                                                                        | 16
|                  |                                                                                                                          |   
|Item
      9.     | Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure                         | 19
|                  |                                                                                                                          |   
|Item
      9A(T). | Controls
      and Procedures                                                                                            | 32
|                  |                                                                                                                          |   
|Item
      9B.    | Other
      Information                                                                                                  | 33
|                  |                                                                                                                          |   
|Item
      10.    | Directors,
      Executive Officers and Corporate Governance                                                             | 33
|                  |                                                                                                                          |   
|Item
      11.    | Executive
      Compensation                                                                                             | 36
|                  |                                                                                                                          |   
|Item
      12.    | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters               | 38
|                  |                                                                                                                          |   
|Item
      13.    | Certain
      Relationships and Related Transactions, and Director Independence                                          | 39
|                  |                                                                                                                          |   
|Item
      14.    | Principal
      Accounting Fees and Services                                                                             | 40
|                  |                                                                                                                          |   
|Item
      15.    | Exhibits,
      Financial Statement Schedules                                                                            | 40

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PART I

Item 1.        Business

This annual report contains forward-looking statements. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as may,
should, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to common
shares refer to the common shares in our capital stock.

As used in this annual report, the terms we, us, our, and
Dussault mean Dussault Apparel Inc., unless the context clearly requires or
states otherwise.

Corporate Overview

The address of our principal executive office is 2250 East
Hastings Street, Vancouver, BC V5L 1V4. Our telephone number is (604) 569 -
2619.

Our common stock is quoted on the OTC Bulletin Board under the
symbol DUSS.

Corporate History

We were incorporated on August 1, 2006 in the State Nevada
under the name Release Your Lease Inc. Our initial business plan was to create a
web-based service for buyers and sellers of leased automobiles. Our stock was
listed for trading on the OTC Bulletin Board on March 14, 2007 under the symbol
RLYL. A decision was made by new management, to change the corporate direction
of our company and to pursue opportunities in the retail fashion industry.

Effective June 11, 2007, we completed a merger with our wholly
subsidiary Dussault Apparel Inc. As a result, we changed our name from Release
Your Lease Inc. to Dussault Apparel Inc. We changed the name of our company
to better reflect the anticipated direction and business of our company. On June
11, 2007, our symbol changed to DUSS. The subsidiary was created solely for
the purpose of the merger and change of name.

Effective June 11, 2007 we effected a fourteen (14) for one (1)
forward stock split of our authorized, issued and outstanding shares. As a
result, our authorized capital increased from 75,000,000 shares of common stock
with a par value of $0.001 to 10,050,000,000 shares of common stock with a par
value of $0.001. Our issued and outstanding share capital increased from
3,060,000 shares of common stock to 49,000,000 shares of common stock.

On November 8, 2007, we opened our first retail location on
Melrose Avenue, Los Angeles, California. Our Melrose location featured womens
and mens Ready-To-Wear collections as well as jewelry, luggage and headwear. On
October 31, 2008, we elected to close our store located on Melrose Avenue in Los
Angeles,

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California and ceased all operations relating to this location.
Given the losses associated with our Melrose location, and the current market
circumstances for retailers, management was of the view such closure was
necessary to prevent further losses and conserve working capital.

On April 15, 2009, our company entered into an assignment of
royalty with Jason Dussault. The assignment of royalty provides for the payment
by Jason Dussault of 5% of the royalties received by him pursuant to a
merchandising license agreement with Gene Simmons Company and USPA Accessories
LLC for the license of Moneybag intellectual property and related products,
pursuant to and in accordance with the terms and conditions of a merchandising
license agreement. Jason Dussault has agreed to provide sales and design
services under a merchandising license agreement in consideration for royalty
payments from 4.5% to 7.5% of gross income from sales derived under a
merchandising license agreement. From any royalty payments that may become and
payable to Jason Dussault, Mr. Dussault has agreed to assign to our company 5%
of the gross income and has agreed to assign to our company to his rights, title
and interest in and to the amount of the royalty. We have been advised that the
underlying license agreement with Gene Simmons Company and USPA Accessories LLC
has been terminated. As a result we will not be receiving any assigned royalty
payments.

Between May 15, 2009 and July 10, 2009, we entered into
consulting agreements with four (4) consultants, wherein, each of the
consultants agreed to provide consulting services to our company. Pursuant to
the terms of the consulting agreements, we have agreed to issue an aggregate of
2,750,000 restricted shares of our companys common stock.

On October 31, 2009, our company entered into a merchandising
license agreement with USPA Accessories, LLC, wherein, our company agreed to
provide design services under a merchandising license agreement in consideration
for royalty payments of 10% of the gross income from the sales derived under a
merchandising license agreement.

On November 10, 2009, our company entered into a distribution
agreement with EHM Holdings for a term of two years, wherein, EHM Holdings holds
distribution rights to Deuce Custom Ink brand throughout Canada.

We will continue to focus on our remaining operations and
distribution arrangements and will seek additional opportunities in the apparel
retail sector.

Our Current Business

Our current business is limited to the design and distribution
of our apparel lines, which we do on an order by order basis. Once we receive an
order from a retailer, we outsource the manufacturing of that order to third
parties. Upon submission and receipt of the order the retailer is required to
prepay 50% of the order, with the balance payable on delivery. When we place the
order with a manufacturer for production, we pay for the manufacturing costs
upon completion. We do not have any agreements in place for manufacturing, given
this model. Given this order by order business model, we can function without
maintaining inventory and warehousing of products. Our design functions are
carried out at our head office location. Our hoodies are manufactured in Canada,
our tee shirts are manufactured in the United States and our head ware is
manufactured in China.

We do have distribution agreements in regards to our Deuce
collection in Canada, and for our head ware collection in the United States. Our
Deuce collection is distributed pursuant to an agreement with EHM Holdings,
pursuant to which we split the gross profit margin from the product sales with
them. Our head ware collection is distributed pursuant to an agreement with
Concept One, pursuant to which we pay them a royalty of 10% of sales. Both
agreements are non-exclusive.

At present, our products are available in approximately 200
retail locations across the United States and Canada, through approximately 40
different retailers. Of these locations, approximately 140 are Hatworld, which
carries our head ware collection. Given that such retailers only carry our
products on an order by order basis, we can provide no assurances that such
retailers will continue to purchase and carry our products on any ongoing basis.

The Company is currently working on a snowboard and snowboard
accessory collection with a tentative release of the fall 2010

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Distribution Methods Of Our Products

Our products are sold in Canada and the United States through
retail stores, upscale retailers, boutiques and specialty stores.

As we are in the development stage of our business, our vision
is to redefine the premium apparel experience and fulfill the lofty desires of
fashion-conscious customers worldwide. Our target market is broad as our brand
appeals to customers anywhere between the ages of 15-50. The younger clientele
appreciate the forward fashion, and trend setting edginess while our customers
in their 30s and 40s love the quality and throwback style of the old rock
generations.

Marketing

Our main method of marketing is virtual. From short films to
animations and music videos, we are constantly developing and airing branded
videos on YouTube.com, Myspace.com, Facebook.com and Squidoo.com. The virtual
marketing method allows us to cost-effectively reach a wider market on an
ongoing basis.

Our products have been featured on several television shows
such as Gene Simmons Family Jewels and Criss Angels Mind Freak. Family Jewels
has dedicated entire episodes to our brand, covering events and parties that we
have hosted with some of Los Angeles hottest celebrities. Gene Simmons has also
promoted us through wearing our product while appearing on the television show
Are You Smarter Than A Fifth Grader, as well as numerous other television
appearances.

We also utilize street teams of Dussault followers to promote
our line in the night life club scene. Our hoodies are being consistently
promoted through fashion shows, concerts, and industry parties.

The Company will be prominently featured in a reality
television show Deuces Wild, produced by Paperny Films and tentatively
scheduled to air in Canada in the fall of 2010. The show follows the daily life
designer Jason Dussault and the staff of Dussault Apparel.

Competition

The apparel industry is intensely competitive and fragmented.
We compete against other small apparel companies, as well as large companies
that have a similar business and large marketing companies, importers and
distributors that sell products similar to or competitive with ours.

Government Regulation and Supervision

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

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

Research and Development

We do not currently have a formal research and development
effort but we plan to continue to develop new products.

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Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending October 31, 2010.

Corporate Offices

Our principal office is located at 2250 East Hastings Street,
Vancouver, BC V5L 1V4. We sublease space at this location from Dayton Boot Co.
Ltd. for $2,500 per month, on a month to month basis. We believe that this space
is sufficient to meet our present needs and do not anticipate any difficulty in
securing alternative or additional space, as needed, on terms acceptable to us.

Employees

Currently, our only employees are our directors and officers,
who include Jason Dussault, our president, chief executive officer, secretary,
treasurer and sole director, Robert Mintak, our chief operating officer and
chief financial officer and Jason Sundar, our VP corporate finance.

We do not expect to hire new employees over the next 12 month
period.

Intellectual Property

We own and operate the following registered internet domain
names:

- www.dussaultapparel.com;
- www.dussualtink.com; and www.deuceink.com

We own and operate the following trademark:

- Dussault Custom Ink Trademark.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange
Commission and our filings are available to the public over the internet at the
Securities and Exchange Commissions website at http://www.sec.gov. The public
may read and copy any materials filed by us with the Securities and Exchange
Commission at the Securities and Exchange Commissions Public Reference Room at
100 F Street N.E. Washington D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the Securities and
Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site
that contains reports, proxy and formation statements, and other information
regarding issuers that file electronically with the SEC, at http://www.sec.gov.

Item 1A.     Risk Factors

RISKS RELATED TO OUR BUSINESS

We have had minimal cash flows from operations and if we are
not able to obtain further financing we may be forced to scale back or cease
operations or our business operations may fail.

To date we have had minimal cash flows from operations and we
have been dependent on sales of our equity securities to meet our cash
requirements. As of October 31, 2009, we had working capital surplus of $33,840.
We do not expect positive material cash flow from operations in the near term.
We have estimated that we may require up to $100,000 to carry out our plan in
regards to retail fashion during the twelve month period ended October 31, 2010.
However, there is no assurance that actual cash requirements will not exceed our
estimates.

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

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

Changes to government regulation and supervision could have
an adverse effect on our business.

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

Changes in trends may cause uncertainties with respect to
the growth of our company and can effect our ability to generate revenues.

Our ability to generate revenues in the future is dependent on
whether we successfully develop our products and create a marketable product and
license or otherwise commercialize our products. We cannot predict whether or
when this may happen and this causes uncertainty with respect to the growth of
our company and our ability to generate revenues.

Our revenues are influenced by general economic cycles,
diminished consumer spending may have an adverse effect on our business and
financial condition.

Apparel is a cyclical industry that is dependent upon the
overall level of consumer spending. Our wholesale customers anticipate and
respond to adverse changes in economic conditions and uncertainty by reducing
inventories and canceling orders. As a result, factors that diminish consumer
spending and confidence in any of the regions in which we compete, particularly
deterioration in general economic conditions, increases in energy costs or
interest rates, housing market downturns, and other factors such as acts of war,
acts of nature or terrorist or political events that impact consumer confidence,
could reduce our sales and adversely affect our business and financial
condition. For example, the price of oil has risen in the recent past. A
continued or sustained rise in oil prices could adversely affect consumer
spending and demand for our products and also increase our operating costs, both
of which could adversely affect our business and financial condition.

Intense competition in the worldwide apparel industry could
reduce our sales and prices and adversely affect our business and financial
condition.

We face a variety of competitive challenges from streetwear and
casual apparel marketers, fashion-oriented apparel marketers, vertically
integrated specialty stores and retailers of private-label products. Some of
these competitors have greater financial and marketing resources than we do and
may be able to adapt to changes in consumer preferences or retail requirements
more quickly, devote greater resources to the building and sustaining of their
brand equity and the marketing and sale of their products or adopt more
aggressive pricing policies than we can. As a result, we may not be able to
compete as effectively with them and may not be able to maintain or grow the
equity of and demand for our brand. Increased competition in the worldwide
apparel industry  including from international expansion of vertically
integrated specialty stores, from department stores, chain stores and mass

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channel retailers developing exclusive labels, and from
well-known and successful non-apparel brands expanding into jeans and casual
apparel  could reduce our sales and adversely affect our business and financial
condition.

RISKS RELATED TO OUR COMMON STOCK

Our common stock may be affected by limited trading volume
and may fluctuate significantly. Substantial fluctuations in our stock price
could significantly reduce the price of our stock.

There has been a limited public market for our common stock and
there can be no assurance an active trading market for our common stock will
develop. This could adversely affect our shareholders ability to sell our
common stock in short time periods or possibly at all. Our common stock has
experienced and is likely to experience significant price and volume
fluctuations that could adversely affect the market price of our common stock
without regard to our operating performance. Our stock price could fluctuate
significantly in the future based upon any number of factors such as: general
stock market trends; announcements of developments related to our business;
fluctuations in our operating results; announcements of technological
innovations, new products or enhancements by us or our competitors; general
conditions in the markets we serve; general conditions in the U.S. or world
economy; developments in patents or other intellectual property rights; the
performance of our eligible portfolio companies; and developments in our
relationships with our customers and suppliers. Substantial fluctuations in our
stock price could significantly reduce the price of our stock.

Our common stock is traded on the "Over-the-Counter Bulletin
Board," which may make it more difficult for investors to resell their shares
due to suitability requirements.

Our common stock is currently traded on the Over the Counter
Bulletin Board (OTCBB) where we expect it to remain in the foreseeable future.
Broker-dealers often decline to trade in OTCBB stocks given the market for such
securities are often limited, the stocks are more volatile, and the risk to
investors is greater. These factors may reduce the potential market for our
common stock by reducing the number of potential investors. This may make it
more difficult for investors in our common stock to sell shares to third parties
or to otherwise dispose of their shares. This could cause our stock price to
decline.

Our stock is a penny stock. Trading of our stock may be
restricted by the Securities and Exchange Commissions penny stock regulations
and the Financial Industry Regulatory Authoritys sales practice requirements,
which may limit a stockholder's ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock" to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors". The term
"accredited investor" refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse.

The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document in a form prepared by the Securities and
Exchange Commission which provides information about penny stocks and the nature
and level of risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules, the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our

9

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securities. We believe that the penny stock rules discourage
investor interest in and limit the marketability of our common stock.

In addition to the "penny stock" rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authority requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common shares.

Item 1B.     Unresolved Staff Comments

None.

Item 2.        Properties

Our principal office is located at 2250 East Hastings Street,
Vancouver, BC V5L 1V4. We sublease at a cost of $4,000 per month from Dayton
Boot Co. Ent. Ltd., which is deducted from the loan due to us from Dayton. We
believe that this space is sufficient to meet our present needs and do not
anticipate any difficulty in securing alternative or additional space, as
needed, on terms acceptable to us

Item 3.        Legal
Proceedings

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder,
is an adverse party or has a material interest adverse to our interest.

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

None.

PART II

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

Our shares of common stock are currently trading on the OTC
Bulletin Board under the Symbol DUSS.OB. Our shares of common stock were
initially approved for quotation on the OTC Bulletin Board on March 14, 2007
under the symbol, RLYL. On June 11, 2007, we changed our name to Dussault
Apparel Inc. upon completion of our merger with our wholly owned subsidiary,
Dussault Apparel Inc. and our trading symbol was changed to our current
trading symbol, DUSS.OB.

10

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The following table reflects the high and low bid information
for our common stock obtained from Stockwatch and reflects inter-dealer prices,
without retail mark-up, markdown or commission, and may not necessarily
represent actual transactions.

The high and low bid prices of our common stock for the periods
indicated below are as follows:

National Association of Securities Dealers
      **OTC Bulletin Board**Quarter Ended(1)
    High
    LowOctober 31, 2009
    $0.071
    $0.02July 31, 2009
    $0.12
    $0.0116April 30, 2009
    $0.0225
    $0.001January 31, 2009
    $0.15
    $0.011October 31, 2008
    $0.69
    $0.12July 31, 2008
    $0.94
    $0.45April 30, 2008
    $1.10
    $0.58January 31, 2008
    $1.15
    $0.75October 31, 2007
    $1.30
    $0.51July 31, 2007(1)
    $1.50
    $1.14April 30, 2007(1)
    N/A
    N/A


(1) ****Our
stock was listed for trading on March 14, 2007, the first trade did not occur
until June 18, 2007.

As of January 18, 2010, there were 35 holders of record of our
common stock and 65,240,000 common shares were issued and outstanding.

Our common shares are issued in registered form. The registrar
and transfer agent for our shares of common stock Island Stock Transfer, 100
Second Avenue South, Suite 104N, St. Petersburg, FL 33701, Telephone: (727)
289-0010, Facsimile: (727) 289-0069.

Dividend Policy

We have not paid any cash dividends on our common stock and
have no present intention of paying any dividends on the shares of our common
stock. Our current policy is to retain earnings, if any, for use in our
operations and in the development of our business. Our future dividend policy
will be determined from time to time by our board of directors.

Recent Sales of Unregistered Securities; Use of Proceeds
from Registered Securities

No previously undisclosed sales of unregistered securities.

Equity Compensation Plan Information

Except as disclosed below, we do not have a stock option plan
in favor of any director, officer, consultant or employee of our company.

11

---

Purchase of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fourth quarter of our fiscal year ended October 31, 2009.

Item 6.        Selected
Financial Data

As a smaller reporting company, we are not required to
provide the information required by this Item.

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

The following discussion should be read in conjunction with our
audited financial statements and the related notes for the years ended October
31, 2009 and October 31, 2008 that appear elsewhere in this annual report. The
following discussion contains forward-looking statements that reflect our plans,
estimates and beliefs. Our actual results could differ materially from those
discussed in the forward looking statements. Factors that could cause or
contribute to such differences include, but are not limited to those discussed
below and elsewhere in this annual report, particularly in the section entitled
"Risk Factors" beginning on page 7 of this annual report.

Our audited financial statements are stated in United States
Dollars and are prepared in accordance with United States Generally Accepted
Accounting Principles.

Cash Requirements

Over the next twelve months we intend to use any funds that we
may have available to fund our operations.

Not accounting for our working capital surplus of $34,225 as of
October 31, 2009, we require additional funds of approximately $100,000 at a
minimum to proceed with our plan of operation over the next twelve months. As we
do not have the funds necessary to cover our projected operating expenses for
the next twelve month period, we will be required to raise additional funds
through the issuance of equity securities, through loans or through debt
financing. There can be no assurance that we will be successful in raising the
required capital or that actual cash requirements will not exceed our estimates.
We intend to fulfill any additional cash requirement through the sale of our
equity securities.

Our auditors have issued a going concern opinion for our year
ended October 31, 2009. This means that there is substantial doubt that we can
continue as an on-going business for the next twelve months unless we obtain
additional capital to pay our bills. As we had cash in the amount of $52,991 and
a working capital surplus in the amount of $33,840 as of October 31, 2009, we do
not have sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. We plan to complete debt financings and/or
private placement sales of our common stock in order to raise the funds
necessary to pursue our plan of operation and to fund our working capital
deficit in order to enable us to pay our accounts payable and accrued
liabilities. We currently do not have any arrangements in place for the
completion of any debt financings or private placement financings and there is
no assurance that we will be successful in completing any debt financing or
private placement financing.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment over the
twelve months ending October 31, 2010.

Research and Development

We do not intend to allocate any funds to research and
development over the twelve months ending October 31, 2010.

12

---

Results of Operations for the Years Ended October 31, 2009
and 2008

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
October 31, 2009 and 2008.

Our operating results for the years ended October 31, 2009 and
2008 are summarized as follows:

Year EndedOctober 312009
    
    
    2008Sales
    $
    610,923
    
    $
    544,783Cost of Sales
    $
    159,178
    
    $
    228,692Selling Costs
    $
    47,127
    
    $
    1,461,733Operating Expenses
    $
    580,680
    
    $
    4,474,159Net Loss from Operations
    $
    (128,935
    )
    $
    (4,158,068
    )


Sales

Our sales for the year ended October 31, 2009 were $610,923,
compared to our sales for the year ended October 31, 2008, which were $544,783,
representing approximately a 12.14% increase. The increase in our cost of sales
is mainly due to domestic production.

We expect our sales to continue to grow as we increase and
further establish our presence within premium retail channels.

Cost of Sales

Our cost of sales for the year ended October 31, 2009 was
$159,178 (26% of product sales), compared to our cost of sales for the year
ended October 31, 2008, which was $228,692 (42% of product sales). The decrease
in our cost of sales is mainly due to outsourcing of production. We expect that
our cost of sales will decrease over the next twelve months, mainly due to
sampling and literature support in place related to these sales.

Future cost of sales may be impacted by the inclusion of new
brands which may have product cost structures and margins different from those
of our existing product lines, the effects of inflation and changing prices from
our suppliers and fluctuations in foreign currency rates as certain costs are
incurred in foreign currencies.

Operating Expenses

For the year ended October 31, 2009, our total operating
expenses were $580,680 as compared to $4,474,159 for the year ended October 31,
2008. The decrease in our total operating costs is mainly due to a decrease in
advertising, development  Vancouver, salaries and wages, professional fees,
occupancy costs, design and other administrative expenses.

We expect to continue to increase our business activities and
we expect our total operating expenses, excluding stock-based compensation, to
continue to rise over the coming twelve months. We expect these future increases
in our total operating expenses to decrease as a percentage of total revenue.

Liquidity and Financial Condition

Working CapitalAt October
    
    
    At October31, 2009
    
    
    31, 2008Current Assets
    $
    140,377
    
    $
    404,247Current Liabilities
    $
    106,537
    
    $
    6,437Working Capital
    $
    33,840
    
    $
    397,810


13

---

Cash FlowsAt October
    
    
    At October31, 2009
    
    
    31, 2008Net Cash (Used by) Operating Activities
    $
    264,298
    
    $
    (1,463,949
    )Net Cash (Used by) Provided by Investing Activities
    $
    34,401
    
    $
    (21,326
    )Net Cash Used by) Provided by Financing
      Activities
    $
    140,434
    
    $
    1,442,427Effect of Exchange Rate Changes
    $
    (20,760
    )
    $
    (21,194
    )Increase In Cash During The Period
    $
    (110,223
    )
    $
    (64,042
    )


We had cash in the amount of $52,991 as of October 31, 2009 as
compared to $163,214 as of October 31, 2008. We had a working capital surplus of
$33,840 as of October 31, 2009 compared to working capital surplus of $397,810
as of October 31, 2008.

We have suffered recurring losses from operations. The
continuation of our company is dependent upon our company attaining and
maintaining profitable operations and raising additional capital as needed. In
this regard we have raised additional capital through equity offerings and loan
transactions. During the year ended October 31, 2009, we raised $86,000 from the
sale of our common stock.

Future Financings

Presently, our revenues may not be sufficient to meet our
operating and capital expenses.

Our capital requirements are difficult to plan in light of our
current strategy to limit our operations and our products. Since our inception,
we have been dependent on investment capital as an important source of
liquidity. Our operations presently are generating negative cash flow, and we do
not expect positive cash flow from operations in the near term. We need to
secure additional working capital in the short-term in order to sustain our
operations and execute our business plan. We have incurred operating losses
since inception, and this is likely to continue into the year ended October 31,
2010.

There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis should it be required, or generate significant
material revenues from operations, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease our operations.

Contractual Obligations

As a smaller reporting company, we are not required to
provide tabular disclosure obligations.

Going Concern

We have suffered recurring losses from operations and are
dependent on our ability to raise capital from stockholders or other sources to
meet our obligations and repay our liabilities arising from normal business
operations when they become due. In their report on our audited financial
statements for the year ended October 31, 2009, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosure describing the circumstances that lead to this disclosure by our
independent auditors.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
stockholders.

14

---

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America
requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities known
to exist as of the date the financial statements are published, and the reported
amounts of revenues and expenses during the reporting period. Uncertainties with
respect to such estimates and assumptions are inherent in the preparation of the
Companys financial statements; accordingly, it is possible that the actual
results could differ from these estimates and assumptions and could have a
material effect on the reported amounts of the Companys financial position and
results of operations.

Loss Per Share

Net loss per share is calculated in accordance with SFAS 128,
Earnings Per Share, for the periods presented. Basic net loss per share is based
upon the weighted average number of common shares outstanding. Diluted net loss
per share is based on the assumption that all dilutive convertible shares and
stock options were converted or exercised. The Company has no potentially
dilutive securities as of October 31, 2009.

On June 11, 2007 a forward stock split of Common Stock occurred
on a 14 for 1 basis.

The loss per share for the periods presented has been
calculated accordingly, giving retroactive effect to the forward stock split.

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations for the
years ended October 31, 2009 and 2008:

2009
    
    
    2008Basic and diluted net loss
      per share:NumeratorNet (Loss)
    $
    (149,311
    )
    $
    (4,179,262
    )DenominatorBasic and diluted weighted average number of shares outstanding
    
    65,101,863
    
    
    45,405,989Basic and Diluted Net Loss
      Per Share
    $
    (0.002
    )
    $
    (0.092
    )


Recent Accounting Pronouncements

In May, 2009, the FASB issued SFAS No. 165, Subsequent Events,
which established general accounting standards and disclosure for subsequent
events. In accordance with SFAS No. 165, the Company has evaluated subsequent
events through the date the financial statements were filed.

In June, 2009, the FASB issued SFAS No. 168  The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles  a replacement of FASB Statement No. 162. SFAS 168
establishes the FASB Accounting Standards Codification as the single source of
authoritative US generally accepted accounting principles recognized by the FASB
to be applied to nongovernmental entities. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The adoption of SFAS 168 will not have an impact on the Companys
financial position, results of operations or cash flows.

Item 7A.     Quantitative and
Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to
provide the information required by this Item.

15

---

Item 8.        Financial
Statements and Supplementary Data

16

---





















DUSSAULT APPAREL INC.(a Development Stage
Company)

FINANCIALSTATEMENTS

****

October 31, 2009 and 2008

****

****



17

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Shareholders Dussault
Apparel Inc. Vancouver, B.C., Canada

I have audited the accompanying balance sheet of Dussault
Apparel Inc. as of October 31, 2009 and 2008 and the related statements of
operations, of shareholders equity (deficit) and of cash flows for the years
ended October 31, 2009 and 2008, and the period from inception (August 1, 2006)
to October 31, 2009. These financial statements are the responsibility of the
Companys management. My responsibility is to express an opinion on these
financial statements based on my audit.

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

In my opinion, based on my audit, the financial statements
referred to above present fairly, in all material respects, the financial
position of Dussault Apparel Inc. as of October 31, 2009 and 2008 and the
results of its operations and its cash flows for the years ended October 31,
2009 and 2008 and the period from inception (August 1, 2006) to October 31, 2009
in conformity with United States generally accepted accounting principles.

The Companys financial statements are prepared using
accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company as at
October 31, 2009 had not established an ongoing source of revenues sufficient to
cover its operating costs and to allow it to continue as a going concern. The
Company closed its retail outlet in Los Angeles during the fiscal year. These
factors raise substantial doubt concerning the Companys ability to continue as
a going concern. Its ability to continue as a going concern is dependent on the
successful stimulation of sales in other areas in order to fund operating losses
and become profitable. If the Company is unable to make it profitable, the
Company could be forced to cease development of operations. Management cannot
provide any assurances that the Company will be successful in its retail
operation. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern

The Company has determined that it is not required to have, nor
was I engaged to perform, an audit of the effectiveness of its documented
internal controls over financial reporting.

/s/ John Kinross-Kennedy

John Kinross-Kennedy Certified Public Accountant
Irvine, California March 15, 2010

18

---

|DUSSAULT APPAREL INC.        
|-----------------------------
|(A Development Stage Company)
|Balance Sheet                
|as at October
      31,      

|                                                     |   | 2009        |   |   | 2008        |  
|---------------------------------------------------- | - | ----------- | - | - | ----------- | -
|ASSETS                                               |   |             |   |   |             |  
|Current Assets                                       |   |             |   |   |             |  
|Cash                                                 | $ | 52,991      |   | $ | 163,214     |  
|Accounts
      Receivable                            |   | 52,477      |   |   | 59,186      |  
|Allowance for Doubtful Accounts                      |   | (11,204     | ) |   |             |  
|Inventory                                            |   | 46,114      |   |   | 181,847     |  
|Total Current Assets                                 |   | 140,377     |   |   | 404,247     |  
|                                                     |   |             |   |   |             |  
|Notes Receivable                                     |   | 238,566     |   |   | 293,000     |  
|                                                     |   | -           |   |   |             |  
|Property and
      Equipment, net                    |   | 11,425      |   |   | 51,515      |  
|                                                     |   | -           |   |   |             |  
|Other Assets                                         |   | -           |   |   |             |  
|Deposits                                             |   | 41,934      |   |   | 23,851      |  
|                                                     |   |             |   |   |             |  
|Total Assets                                         | $ | 432,302     |   | $ | 772,613     |  
|                                                     |   |             |   |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                 |   |             |   |   |             |  
|Current
      Liabilities                            |   |             |   |   |             |  
|Accounts Payable
      and accrued liabilities       | $ | 100,551     |   | $ | 6,437       |  
|Customer Deposits                                    |   | 5,986       |   |   | -           |  
|                                                     |   |             |   |   |             |  
|Total
      Current Liabilities                      |   | 106,537     |   |   | 6,437       |  
|Stockholders' Equity                                 |   |             |   |   |             |  
|Common Stock, $0.001 par value; authorized           |   |             |   |   |             |  
|75,000,000
      shares; issued and outstanding      |   |             |   |   |             |  
|67,212,000
      shares as at October 31, 2009       |   |             |   |   |             |  
|51,687,000
      shares as at October 31, 2008       |   | 67,212      |   |   | 51,687      |  
|Additional Paid-In Capital                           |   | 10,511,314  |   |   | 10,817,555  |  
|Accumulated other
      comprehensive loss           |   | (41,954     | ) |   | (21,194     | )
|Accumulated deficit during the development stage     |   | (10,210,807 | ) |   | (10,081,872 | )
|                                                     |   |             |   |   |             |  
|                                                     |   |             |   |   |             |  
|Total Stockholders' Equity                           |   | 325,765     |   |   | 766,176     |  
|                                                     |   |             |   |   |             |  
|**Total
      Liabilities and** Stockholders' Equity | $ | 432,302     |   | $ | 772,613     |  

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

19

---

|DUSSAULT APPAREL INC.        
|-----------------------------
|(A Development Stage Company)
|Statement of
      Operations

|                                                             |   |            |   |   |                    |   |   | For the period |  
|------------------------------------------------------------ | - | ---------- | - | - | ------------------ | - | - | -------------- | -
|                                                             |   |            |   |   |                    |   |   | Aug. 1 2006    |  
|                                                             |   |            |   |   | For the year ended |   |   | (inception) to |  
|                                                             |   |            |   |   | October 31,        |   |   | Oct. 31,       |  
|                                                             |   | 2009       |   |   | 2008               |   |   | 2009           |  
|Revenue                                                      | $ | 610,923    |   | $ | 544,783            |   |   | 1,258,651      |  
|Cost of Sales                                                |   | 159,178    |   |   | 228,692            |   |   | 421,306        |  
|                                                             |   |            |   |   |                    |   |   |                |  
|Operating Income                                             |   | 451,745    |   |   | 316,091            |   |   | 837,345        |  
|                                                             |   |            |   |   |                    |   |   |                |  
|Selling Costs                                                |   |            |   |   |                    |   |   |                |  
|Marketing                                                    |   | -          |   |   | 187,165            |   |   | 20,000         |  
|Advertising                                                  |   | 47,127     |   |   | 157,683            |   |   | 101,543        |  
|Samples                                                      |   | -          |   |   | 60,569             |   |   | 60,569         |  
|Development - Vancouver                                      |   | -          |   |   | 1,056,316          |   |   | 729,083        |  
|                                                             |   | 47,127     |   |   | 1,461,733          |   |   | 911,195        |  
|General and Administrative Expenses:                         |   |            |   |   |                    |   |   |                |  
|Salaries
      & Wages                                       |   | 71,404     |   |   | 208,860            |   |   | 401,946        |  
|Professional Fees                                            |   | 148,384    |   |   | 280,612            |   |   | 459,260        |  
|Consulting                                                   |   | 69,250     |   |   |                    |   |   | 69,250         |  
|Occupancy Costs                                              |   | 31,054     |   |   | 107,736            |   |   | 59,020         |  
|Warehousing                                                  |   | -          |   |   | 194,279            |   |   | 81,550         |  
|Design                                                       |   | 4,340      |   |   | 47,750             |   |   | 18,690         |  
|Depreciation                                                 |   | 4,866      |   |   | 36,913             |   |   | 40,279         |  
|Retail Launch                                                |   | -          |   |   |                    |   |   | 5,777,175      |  
|Inventory
      markdown                                     |   | 35,640     |   |   | 1,791,526          |   |   | 1,827,166      |  
|Other Administrative Exp.                                    |   | 168,615    |   |   | 344,750            |   |   | 1,402,619      |  
|                                                             |   | 533,553    |   |   | 3,012,426          |   |   | 10,136,956     |  
|Total Expenses                                               |   | 580,680    |   |   | 4,474,159          |   |   | 11,048,152     |  
|                                                             |   |            |   |   |                    |   |   |                |  
|Net Loss                                                     |   | (128,935   | ) |   | (4,158,068         | ) |   | (10,210,807    | )
|                                                             |   |            |   |   |                    |   |   |                |  
|Currency translation adjustment                              |   | (20,760    | ) |   | (21,194            | ) |   | (41,954        | )
|                                                             |   |            |   |   | `                  |   |   |                |  
|Comprehensive income (loss)                                  | $ | (149,695   | ) | $ | (4,179,262         | ) | $ | (10,252,761    | )
|                                                             |   |            |   |   |                    |   |   |                |  
|Loss Per Common Share:                                       |   |            |   |   |                    |   |   |                |  
|Basic and
      diluted                                      | $ | (0.002     | ) | $ | (0.092             | ) |   |                |  
|                                                             |   |            |   |   |                    |   |   |                |  
|Weighted average shares outstanding, basic
      and diluted |   | 65,101,863 |   |   | 45,405,989         |   |   |                |  

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

20

---

|DUSSAULT APPAREL INC.        
|-----------------------------
|(A Development Stage Company)
|Statement of
      Cash Flows

|                                                          |   |                    |   |   |             |   |   | For the period |  
|--------------------------------------------------------- | - | ------------------ | - | - | ----------- | - | - | -------------- | -
|                                                          |   |                    |   |   |             |   |   | Aug. 1 2006    |  
|                                                          |   | For the year ended |   |   |             |   |   | (inception) to |  
|                                                          |   |                    |   |   | October 31, |   |   | October 31,    |  
|                                                          |   | 2009               |   |   | 2008        |   |   | 2009           |  
|Cash flows from operating activities:                     |   |                    |   |   |             |   |   |                |  
|Net loss                                                  | $ | (128,935           | ) | $ | (4,158,068  | ) | $ | (10,210,807    | )
|Adjustments to reconcile net loss to                      |   |                    |   |   |             |   |   |                |  
|net cash used by operating
      activities:              |   |                    |   |   |             |   |   |                |  
|Depreciation                                              |   | 5,690              |   |   | 36,913      |   |   | 9,034          |  
|Stock issued for services                                 |   | 69,250             |   |   |             |   |   | 5,341,250      |  
|Inventory Mark Down                                       |   | 30,479             |   |   | 1,791,526   |   |   | 1,833,200      |  
|Contribution of capital assets                            |   | (445,966           | ) |   | 667,242     |   |   | 221,276        |  
|Allowance for Doubtful Accounts                           |   | 11,204             |   |   |             |   |   | 11,204         |  
|Change in operating assets
      and liabilities:         |   |                    |   |   |             |   |   |                |  
|Deposits                                                  |   | (18,083            | ) |   | 43,758      |   |   | (41,934        | )
|Accounts Receivable                                       |   | 6,709              |   |   |             |   |   | (52,478        | )
|Accounts payable                                          |   | 94,114             |   |   | 5,549       |   |   | 100,551        |  
|Inventory                                                 |   | 105,254            |   |   | 171,443     |   |   | (1,879,313     | )
|Customer Deposits                                         |   | 5,986              |   |   | (23,851     | ) |   | 5,986          |  
|Other assets                                              |   |                    |   |   | 1,539       |   |   |                |  
|Net cash (used by) operating activities                   |   | (264,298           | ) |   | (1,463,949  | ) |   | (4,662,031     | )
|                                                          |   |                    |   |   |             |   |   |                |  
|Cash flows from investing activities:                     |   |                    |   |   |             |   |   |                |  
|Sale (Purchase) of equipment                              |   | 34,401             |   |   | (19,788     | ) |   | (20,458        | )
|Purchase of other assets                                  |   |                    |   |   | (1,538      | ) |   |                |  
|Net cash (used by) investing                              |   |                    |   |   |             |   |   |                |  
|activities                                                |   | 34,401             |   |   | (21,326     | ) |   | (20,458        | )
|Cash flows from financing
      activities:               |   |                    |   |   |             |   |   |                |  
|Loan to Dayton Boots                                      |   | 54,434             |   |   | (293,000    | ) |   | (238,566       | )
|Subscription rec'vd
      (converted)                     |   |                    |   |   | (924,573    | ) |   |                |  
|Common stock issued for cash                              |   | 86,000             |   |   | 2,660,000   |   |   | 5,016,000      |  
|Net cash (used by) provided
      by financing activities |   | 140,434            |   |   | 1,442,427   |   |   | 4,777,434      |  
|                                                          |   |                    |   |   |             |   |   |                |  
|Effect of exchange
      rates                            |   |                    |   |   |             |   |   |                |  
|on cash                                                   |   | (20,760            | ) |   | (21,194     | ) |   | (41,954        | )
|                                                          |   |                    |   |   |             |   |   |                |  
|Net increase (decrease) in cash                           |   | (110,223           | ) |   | (64,042     | ) |   | 52,991         |  
|Cash, beginning of the period                             |   | 163,214            |   |   | 227,256     |   |   | -              |  
|                                                          |   |                    |   |   |             |   |   |                |  
|Cash, end of the
      period                             | $ | 52,991             |   | $ | 163,214     |   | $ | 52,991         |  
|                                                          |   |                    |   |   |             |   |   |                |  
|Supplemental cash flow
      disclosure:                  |   |                    |   |   |             |   |   |                |  
|Interest paid                                             |   | -                  |   |   | -           |   |   | -              |  
|Taxes paid                                                |   | -                  |   |   | -           |   |   | -              |  

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

21

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|DUSSAULT APPAREL INC.                                                   
|------------------------------------------------------------------------
|(A Development Stage Company)                                           
|Statement of Stockholders' Equity                                       
|For the period
      from Inception, August 1, 2006, to October 31, 2009

|                                                                 |  |              |   |   |         |   |   |            |   |   | Accumulated   |   |   | Accumulated |   |   |               |  
|---------------------------------------------------------------- |  | ------------ | - | - | ------- | - | - | ---------- | - | - | ------------- | - | - | ----------- | - | - | ------------- | -
|                                                                 |  |              |   |   |         |   |   |            |   |   | Other         |   |   | Deficit     |   |   |               |  
|                                                                 |  | Common Stock |   |   |         |   |   | Additional |   |   | Compre-       |   |   | during the  |   |   | Total         |  
|                                                                 |  | Number of    |   |   |         |   |   | Paid-In    |   |   | hensive       |   |   | Development |   |   | Shareholders' |  
|                                                                 |  | Shares       |   |   | Amount  |   |   | Capital    |   |   | Income (Loss) |   |   | Stage       |   |   | Equity        |  
|Inception: August 1, 2006                                        |  | -            |   | $ | -       |   | $ | -          |   | $ | -             |   | $ | -           |   | $ | -             |  
|                                                                 |  |              |   |   |         |   |   |            |   |   |               |   |   |             |   |   |               |  
|Aug. 31, 2006: issued stock for cash at
      $0.02 per share    |  | 1,500,000    |   |   | 1,500   |   |   | 13,500     |   |   |               |   |   |             |   |   | 15,000        |  
|Oct31, 2006: issued stock for cash at $0.02 per share            |  | 1,550,000    |   |   | 1,550   |   |   | 29,450     |   |   |               |   |   |             |   |   | 31,000        |  
|Net loss for period January 12 - October
      31, 2006          |  |              |   |   |         |   |   |            |   |   |               |   |   | (2,154      | ) |   | (2,154        | )
|Balances October 31, 2006                                        |  | 3,050,000    |   | $ | 3,050   |   | $ | 42,950     |   | $ | -             |   | $ | (2,154      | ) | $ | 43,846        |  
|                                                                 |  |              |   |   |         |   |   |            |   |   |               |   |   |             |   |   |               |  
|Nov. 8, 2006: issued stock for cash at $0.02 per share           |  | 450,000      |   |   | 450     |   |   | 8,550      |   |   |               |   |   |             |   |   | 9,000         |  
|                                                                 |  |              |   |   |         |   |   |            |   |   |               |   |   |             |   |   |               |  
|Balances before 14 for 1 forward common stock split              |  | 3,500,000    |   |   | 3,500   |   |   | 51,500     |   |   |               |   |   | (2,154      | ) |   | 52,846        |  
|Jun 11, 2007: 14 for 1 forward common stock
      split          |  | 45,500,000   |   |   | 45,500  |   |   | (45,500    | ) |   |               |   |   |             |   |   | -             |  
|                                                                 |  |              |   |   |         |   |   |            |   |   |               |   |   |             |   |   |               |  
|Balances after 14 for 1 forward common
      stock split         |  | 49,000,000   |   | $ | 49,000  |   | $ | 6,000      |   | $ | -             |   | $ | (2,154      | ) | $ | 52,846        |  
|                                                                 |  |              |   |   |         |   |   |            |   |   |               |   |   |             |   |   |               |  
|Aug. 31, 2007 issued stock for services at
      $1.00 per sh.   |  | 5,272,000    |   |   | 5,272   |   |   | 5,266,728  |   |   |               |   |   |             |   |   | 5,272,000     |  
|Aug. 31, 2007 issued stock for cash at $1.00 per share           |  | 2,215,000    |   |   | 2,215   |   |   | 2,212,785  |   |   |               |   |   |             |   |   | 2,215,000     |  
|Net loss for year ended October 31, 2007                         |  |              |   |   |         |   |   |            |   |   |               |   |   | (5,921,650  | ) |   | (5,921,650    | )
|Balances at October 31, 2007                                     |  | 56,487,000   |   | $ | 56,487  |   | $ | 7,485,513  |   | $ | -             |   | $ | (5,923,804  | ) | $ | 1,618,196     |  
|Nov. 23, 2007: stock returned to Treasury                        |  | (13,000,000  | ) |   | (13,000 | ) |   | 13,000     |   |   |               |   |   |             |   |   | -             |  
|April 30, 2008 contribution of Vancouver office assets           |  |              |   |   |         |   |   | 667,242    |   |   |               |   |   |             |   |   | 667,242       |  
|Apr. 28, 2008 issued stock for cash at
      $1.00 per share     |  | 1,275,000    |   |   | 1,275   |   |   | 1,273,725  |   |   |               |   |   |             |   |   | 1,275,000     |  
|Oct. 7, 2008 issued stock for cash at $1.20 per share            |  | 6,925,000    |   |   | 6,925   |   |   | 1,378,075  |   |   |               |   |   |             |   |   | 1,385,000     |  
|Net loss for the year ended October 31,
      2008               |  |              |   |   |         |   |   |            |   |   | (21,194       | ) |   | (4,158,068  | ) |   | (4,179,262    | )
|Balances at October 31, 2008                                     |  | 51,687,000   |   | $ | 51,687  |   | $ | 10,817,555 |   | $ | (21,194       | ) | $ | (10,081,872 | ) | $ | 766,176       |  
|Overcontribution of Vancouver assets                             |  |              |   |   |         |   |   | (445,966   | ) |   |               |   |   |             |   |   | (445,966      | )
|Nov. 13, 2008 issued stock for cash at $0.01 per share           |  | 8,600,000    |   |   | 8,600   |   |   | 77,400     |   | $ | (8,493        | ) |   |             |   |   | 77,507        |  
|Nov. 24, 2008 issued stock for services at
      $0.01 per share |  | 425,000      |   |   | 425     |   |   | 3,825      |   |   |               |   |   |             |   |   | 4,250         |  
|Nov. 26, 2008 issued stock for services at $0.01 per share       |  | 600,000      |   |   | 600     |   |   | 5,400      |   |   |               |   |   |             |   |   | 6,000         |  
|Feb. 2, 2009 issued stock for services at
      $0.01 per sh.    |  | 2,900,000    |   |   | 2,900   |   |   | 26,100     |   |   |               |   |   |             |   |   | 29,000        |  
|Feb 28, 2009 issued stock for services at $0.01 per sh.          |  | 3,000,000    |   |   | 3,000   |   |   | 27,000     |   |   |               |   |   |             |   |   | 30,000        |  
|Net loss for the year ended October 31,
      2010               |  |              |   |   |         |   |   |            |   |   | (12,267       | ) |   | (128,935    | ) |   | (141,202      | )
|                                                                 |  |              |   |   |         |   |   |            |   |   |               |   |   |             |   |   |               |  
|Balances at October 31, 2010                                     |  | 67,212,000   |   | $ | 67,212  |   | $ | 10,511,314 |   | $ | (41,954       | ) | $ | (10,210,807 | ) | $ | 325,765       |  

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

23

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DUSSAULT APPAREL INC.(A Development Stage
Company)NOTES TO THE FINANCIAL STATEMENTSOctober 31,
2009(Expressed in US Dollars)

Note 1  Basis of Presentation and Nature of Operations

These audited financial statements as of and for the year ended
October 31, 2009 reflect all adjustments which, in the opinion of management,
are necessary to fairly state the Companys financial position and the results
of its operations for the periods presented in accordance with the accounting
principles generally accepted in the United States of America. All adjustments
are of a normal recurring nature.

Organization

The financial statements presented are those of Dussault
Apparel Inc. (the Company). The Company was incorporated under the laws of the
State of Nevada on August 1, 2006 as Release Your Lease Inc. Business operations
had not commenced when in May, 2007, control of the company changed hands. Jason
Dussault bought 1,500,000 common shares of the majority shareholder and assumed
the offices of President, CEO, CFO, Secretary and Treasurer, and a Director.

On June 11, 2007 Release Your Lease Inc. effected a reverse
forward merger with Dussault Apparel Inc, a Nevada shell company. The name was
changed to Dussault Apparel, Inc. The Company changed its orientation toward the
fashion clothing business.

Current Business of the Company

The Company opened a retail clothing and accessory store on
Melrose Avenue in Los Angeles in November, 2007. Designs were produced in the
Vancouver, Canada office, manufactured in China and warehoused in Los Angeles.
The Company closed this store in November, 2008 in the wake of declining sales
and current economic conditions. The Company continues to wholesale to retail
outlets as well as to sports organizations throughout the U.S. and Canada from
its Vancouver office.

Note 2  Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with
generally accepted accounting principles in the United States of America
requires the use of estimates and assumptions that affect the reported amounts
of assets and liabilities, disclosure of contingent assets and liabilities known
to exist as of the date the financial statements are published, and the reported
amounts of revenues and expenses during the reporting period. Uncertainties with
respect to such estimates and assumptions are inherent in the preparation of the
Companys financial statements; accordingly, it is possible that the actual
results could differ from these estimates and assumptions and could have a
material effect on the reported amounts of the Companys financial position and
results of operations.

25

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Fair Value of Financial Instruments

The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 107, Disclosures About Fair Value
of Financial Instruments. SFAS No. 107 requires disclosure of fair value
information about financial instruments when it is practicable to estimate that
value. The carrying amounts of the Companys financial instruments as of July
31, 2009 approximate their respective fair values because of the short-term
nature of these instruments. Such instruments consist of cash, accounts payable
and accrued expenses. The fair value of related party payables is not
determinable.

Financial instruments

The Companys financial instruments consist of cash and cash
equivalents, accounts payable and accrued liabilities, amounts due to officers
and directors. The fair value of these financial instruments approximate their
carrying value due to the short maturities of these instruments, unless
otherwise noted.

Income Taxes

The Company utilizes SFAS No. 109, Accounting for Income
Taxes, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the difference between the tax basis of
assets and liabilities and their financial reporting amounts based on enacted
tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized. The Company generated deferred tax credits through net
operating loss carry forwards. However, a valuation allowance of 100% has been
established, as the realization of the deferred tax credits is not reasonably
certain, based on going concern considerations outlined below. The income tax
effect of temporary differences between financial and tax reporting gives rise
to the deferred tax asset of October 31, 2009 and 2008 as follows:

|                                                                              |   | 2009       |   |   | 2008        |  
|----------------------------------------------------------------------------- | - | ---------- | - | - | ----------- | -
|                                                                              |   |            |   |   |             |  
|Deferred tax asset, beginning                                                 | $ | 1,512,637  |   | $ | 50,334      |  
|Benefit (provision of current years
      operating loss carryforward (gain) | $ | 47,798     |   | $ | 1,462,203   |  
|Deferred tax asset, ending                                                    | $ | 1,560,435  |   | $ | 1,512.637   |  
|                                                                              |   |            |   |   |             |  
|Valuation allowance,
      beginning                                          | $ | (1,512,637 | ) | $ | 50,334      |  
|Current years loss carry forward (provision)                                 | $ | ( 47,798   | ) | $ | (1,462,303  | )
|Valuation allowance, ending.                                                  | $ | (1,560,435 | ) | $ | ( 1,512,637 | )
|                                                                              |   |            |   |   |             |  
|Deferred tax asset, net                                                       | $ | -          |   | $ | -           |  
|                                                                              |   |            |   |   |             |  
|Tax at blended U.S./Canadian
      statutory rates                            |   | (35%       | ) |   | (35%        | )
|Loss carryover                                                                |   | 35%        |   |   | 35% .       |  
|                                                                              |   |            |   |   |             |  
|Deferred Tax expense                                                          | $ | -          |   | $ | -           |  

26

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Recent Accounting Pronouncements

In May, 2009, the FASB issued SFAS No. 165, Subsequent Events,
which established general accounting standards and disclosure for subsequent
events. In accordance with SFAS No. 165, the Company has evaluated subsequent
events through the date the financial statements were filed.

In June, 2009, the FASB issued SFAS No. 168  The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles  a replacement of FASB Statement No. 162. SFAS 168
establishes the FASB Accounting Standards Codification as the single source of
authoritative US generally accepted accounting principles recognized by the FASB
to be applied to nongovernmental entities. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The adoption of SFAS 168 will not have an impact on the Companys
financial position, results of operations or cash flows.

Going Concern

The Companys financial statements are prepared using
accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. The Company as at
July 31, 2009 had not established an ongoing source of revenues sufficient to
cover its operating costs and to allow it to continue as a going concern.

As shown in the accompanying financial statements, the Company
incurred a net loss of $128,935 in the year ended October 31, 2009. The Company
closed its retail outlet in November 2008. Its ability to continue as a going
concern is dependent on the successful stimulation of wholesale sales or in
other areas in order to fund operating losses and become profitable. If the
Company is unable to make it profitable, the Company could be forced to cease
development of operations. Management cannot provide any assurances that the
Company will be successful in its retail operation. The accompanying financial
statements do not include any adjustments that might be necessary if the Company
is unable to continue as a going concern.

Development-Stage Company

The Company is considered a development-stage company, with
limited operating revenues during the periods presented, as defined by Statement
of Financial Accounting Standards (SFAS) No. 7. SFAS. No. 7 requires companies
to report their operations, shareholders deficit and cash flows since inception
through the date that revenues are generated from managements intended
operations, among other things. Management has defined inception as August 1,
2006. Since inception, the Company has incurred operating losses totaling
$10,210,807. The Companys working capital has been generated through the sales
of common stock and sale/liquidation of inventory. Management has provided
financial data since August 1, 2006 Inception in the financial statements, as
a means to provide readers of the Companys financial information to make
informed investment decisions.

Inventory

Inventories are stated at the lower of cost or market value.
Market value represents net realizable value. Inventories in the prior fiscal
year were priced by the Retail Inventory (average cost) method in a perpetual
inventory system. On October 1, 2008 inventory was marked down by $1,791,526 to
net realizable value of $181,847.50. Inventory was then moved to the Vancouver
office. Inventory in the current fiscal year is priced according to the FIFO
first in first out method, and counted periodically.

27

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Inventory was reduced to $46,114 at the fiscal year ended
October 31, the result of sales net of wholesale purchases and a markdown of
$30,479 on slow moving items.

Note Receivable

On April 16, 2008 the Company entered into a bridge loan
agreement under a promissory note from Dayton Boot Co. Enterprises Ltd. of
Vancouver, Canada for $C 300,000 in Canadian funds. The terms were that the
principal amount, plus 6% simple interest, would be due and payable when a
merger transaction was concluded between the two parties, or December 31, 2008,
the earlier. The anticipated merger did not take place. Terms of a payout are
being negotiated and interest is not accrued, being unlikely to be paid.

The bridge loan advanced in Canadian funds equated to USD
$293,000. The note is accompanied by restrictions on Dayton Boot regarding the
acquisition of stock or votes or control of the Company or selling its stock to
the Company. The note is being amortized by rent for company offices within
Dayton Boot premises, which are also occupied by the related Company, Dussault
Apparel Inc. (Canada).

Sales Segments

Wholesale Segment

Our North
American Wholesale segment sells our products to leading regional clothing
specialty retailers and boutiques that have the image and merchandising
expertise that we demand for the effective presentation of our products. In 2009
and in 2008, our products were sold in The Hudsons Bay Co., Boys Co. and
Leones, and in approximately 24 other specialty retailers and boutiques. Our
Wholesale segment also sells prior season or excess merchandise to off-price
retailers and liquidators. In 2009, our Wholesale segment generated net sales of
$570,026 (100% % of total net sales) and in 2008 $386,000 (79.4% of total net
sales).

Our Consumer Direct Segment

In 2008
the Consumer Direct segment included a branded retail store and e-commerce
sales. The branded retail store showcased the full range of our branded in an
environment that emphasizes our unique image through a retro 1970s rock and
roll road trip experience. E-commerce sales are made through the Dussault
Apparel corporate website accepting customer orders and fulfilling customer
orders from our branded retail store. In 2008, the Consumer Direct segment
generated net sales of $112,000 comprising 20.6% of our total net sales. In
November 2008 the retail store was closed in the wake of declining sales and
deteriorating economic conditions.

Sales Recognition

Sales are
recognized across all segments of the business when there is persuasive evidence
of an arrangement, delivery has occurred, price has been fixed or is
determinable, and collectability can be reasonably assured.

Sales
within the Wholesale segments are recognized at the time title passes and risk
of loss is transferred to the customer. Sales are recorded net of discounts,
operational chargebacks and markdowns. Returns and allowances require
pre-approval by management and discounts are based on individual case-by-case
terms.

28

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Retail
store sales are recognized net at the time of sale to consumers. E-commerce
sales of products ordered through our retail internet site known as
www.dussaultapparel.comare recognized upon estimated delivery and
receipt of the shipment by the customers

Uncollectible Accounts

At times,
Wholesale customers place orders that exceed the credit that they have available
from the Company. We evaluate those orders to consider if the customer is worthy
of additional credit based on our past experience with the customer. In the
event that it is elected to sell merchandise to the customer on credit, The
Company takes the credit risk for the amounts that are above the credit limit
established by us. As of October 31, 2009, the amount of trade receivables for
which we bear the credit risk is $11,204.

Management evaluates our accounts
receivables to estimate if they will ultimately be collected. In performing this
evaluation, significant judgment is used, including an analysis of specific
risks on a case by case basis.

Loss Per Share

Net loss per share is calculated in accordance with SFAS 128,
Earnings Per Share, for the periods Net loss per share is calculated in
accordance with SFAS 128, Earnings Per Share, for the periods presented. Basic
net loss per share is based upon the weighted average number of common shares
outstanding. Diluted net loss per share is based on the assumption that all
dilutive convertible shares and stock options were converted or exercised. The
Company has no potentially dilutive securities as of October 31, 2009.

On June 11, 2007 a forward stock split of Common Stock occurred
on a 14 for 1 basis.

The loss per share for the periods presented has been
calculated accordingly, giving retroactive effect to the forward stock split.

The following is a reconciliation of the numerators and
denominators of the basic and diluted earnings per share computations for the
years ended October 31, 2009 and 2008:

|                                            |   | 2009       |   |   | 2008       |  
|------------------------------------------- | - | ---------- | - | - | ---------- | -
|Basic and diluted net loss
      per share: |   |            |   |   |            |  
|Numerator                                   |   |            |   |   |            |  
|Net (Loss)                                  | $ | (149,311   | ) | $ | (4,179,262 | )
|                                            |   |            |   |   |            |  
|Denominator                                 |   |            |   |   |            |  
|Basic and diluted weighted average          |   |            |   |   |            |  
|number of shares
      outstanding          |   | 65,101,863 |   |   | 45,405,989 |  
|                                            |   |            |   |   |            |  
|Basic and Diluted Net Loss Per Share        | $ | (0.002     | ) | $ | ($0.092    | )

Note 3  Commitments and Contingencies

There were no contingent liabilities as at October 31, 2009.

29

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Note 4  Capital Structure

Common Stock Transactions during the period from inception
August 1, 2006 through October 31, 2009:

On August 31, 2006, the company issued 1,500,000 shares of its
common stock to a single investor at a price of $0.01 per share for a total of
$15,000.

On October 31, 2006 the Company issued a total of 1,550,000
shares of its common stock to 27 investors. The shares were sold at $0.02 for a
total of $31,000.

As of October 31, 2005, the Company had authorized 75,000,000
of $0.001 par common stock, of which 3,050,000 shares were issued and
outstanding.

On November 8, 2006, the Company issued a total of 450,000
shares of its common stock to 5 investors. The shares were sold at $0.02
realizing $9,000.

On June 11, 2007 a fourteen (14) for one (1) forward stock
split was effected of authorized, issued and outstanding common stock.
Authorized capital was increased from 75,000,000 shares to 1,050,000,000 shares.
Issued and outstanding capital was increased from 3,060,000 to 42,840,000
shares. Par value of $0.001 per common share remained the same.

On August 31, 2007, the Company issued a total of 5,272,000
shares of common stock at a price of $1.00 per share for consultants fees
valued at $5,272,000.

On August 31, 2007, the Company issued 2,215,000 shares of
common stock for cash at a price of $1.00 per share, realizing $2,215,000 before
fees.

On November 23, 2007 13,000,000 shares of common stock were
returned to Treasury.

On April 28, 2008 the Company issued 1,275,000 units of its
securities, each unit consisting of one share of common stock and one common
share purchase warrant, for cash at a price of $1.00 per unit, realizing
$1,275,000. Each warrant entitles the holder to purchase one additional common
share of the Company at a price of US $1.25 until 24 months from the closing of
the transaction.

On October 7, 2008 the Company issued 6,925,000 units of its
securities, each unit consisting of one share of common stock and a one half
Series A and a one half series B common share purchase warrant, for cash at a
price of $1.20 per unit, realizing $1,385,000. Each Series A warrant entitles
the holder to purchase one additional common share of the Company at a price of
US $0.30 until 24 months from the closing of the transaction. Each Series B
warrant entitles the holder to purchase one additional common share of the
Company at a price of US $0.60 until 24 months from the closing of the
transaction. The Series B warrants are only exercisable following the exercise
of all the Series A warrants held by such holder.

On November 13, 2008 the Company issued 8,600,000 shares of
common stock in a private placement for cash at a price of $0.01 per share,
realizing $77,507.

On November 24, 2008 the Company issued 425,000 shares of
common stock at a price of $0.01 per share for consultants fees valued at
$4,250.

On November 26, 2008 the Company issued 600,000 shares of
common stock at a price of $0.01 per share for consultants fees valued at
$6,000.

30

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On February 2, 2009 the Company issued 2,900,000 shares of
common stock at a price of $0.01 per share for consultants fees valued at
$29,000.

On February 28, 2009 the Company issued 3,000,000 shares of
common stock at a price of $0.01 per share for consultants fees valued at
$30,000.

As of October 31, 2009 the Company had authorized 75,000,000
shares of $0.001 par value common stock, of which 67,212,000 shares were issued
and outstanding.

NOTE 5  LEGAL PROCEEDINGS

There were no legal proceedings against the Company with
respect to matters arising in the ordinary course of business. Neither the
Company nor any of its officers or directors is involved in any other litigation
either as plaintiffs or defendants, and have no knowledge of any threatened or
pending litigation against them or any of the officers or directors.

31

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

There were no disagreements with our accountants related to
accounting principles or practices, financial statement disclosure, internal
controls or auditing scope or procedure during the two fiscal years and
subsequent interim periods.

Item 9A.    Controls and Procedures

Managements Report on Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are
designed to ensure that the information disclosed in the reports we file with
the Securities and Exchange Commission under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms, and that such information
is accumulated and communicated to our president (our principal executive
officer) and our chief financial officer (our principal financial and accounting
officer), as appropriate, to allow timely decisions regarding required
disclosure.

Management, including our president (our principal executive
officer) and our chief financial officer (our principal financial and accounting
officer), evaluated the effectiveness of our disclosure controls and procedures,
as of October 31, 2009, in accordance with Rules 13a-15(b) and 15d-15(b) of the
Securities and Exchange Act of 1934, as amended are effective to ensure the
information required to be disclosed by us in the reports that we file or submit
under the Securities and Exchange Act of 1934, as amended is recorded,
processed, summarized and reported within the time period specified in SEC rules
and forms.

Our management, including our president (our principal
executive officer) and our chief financial officer (our principal financial and
accounting officer), do not expect that our disclosure controls, and procedures
or internal controls will prevent all possible error and fraud. Our disclosure
controls and procedures are, however, designed to provide reasonable assurance
of achieving their objectives, and our Pre president (our principal executive
officer) and our chief financial officer (our principal financial and accounting
officer) have concluded that our financial controls and procedures are effective
at that reasonable assurance level.

Managements Report on Internal Control over Financial
Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting. Responsibility, estimates
and judgments by management are required to assess the expected benefits and
related costs of control procedures. The objectives of internal control include
providing management with reasonable, but not absolute, assurance that assets
are safeguarded against loss from unauthorized use or disposition, and that
transactions are executed in accordance with managements authorization and
recorded properly to permit the preparation of consolidated financial statements
in conformity with accounting principles generally accepted in the United
States. Our management assessed the effectiveness of our internal control over
financial reporting as of October 31, 2009. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Our management has concluded that, as of
October 31, 2009, our internal control over financial reporting is effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with US generally accepted accounting principles. Our management reviewed the
results of their assessment with our Board of Directors.

This annual report does not include an attestation report of
our companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by our
Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit our Company to provide only
managements report in this annual report.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has inherent
limitations which include but is not limited to the use of independent
professionals for advice and guidance, interpretation of existing and/or
changing rules and principles,

32

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segregation of management duties, scale of organization, and
personnel factors. Internal control over financial reporting is a process which
involves human diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over financial
reporting also can be circumvented by collusion or improper management override.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements on a timely basis, however these
inherent limitations are known features of the financial reporting process and
it is possible to design into the process safeguards to reduce, though not
eliminate, this risk. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Changes in Internal Control over Financial
Reporting

There have been no changes in our internal controls over
financial reporting that occurred during the year ended October 31, 2009 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

Item 9B.      Other Information

None.

PART III

Item 10.       Directors,
Executive Officers and Corporate Governance

The following individuals serve as the directors and executive
officers of our company as of the date of this annual report. All directors of
our company hold office until the next annual meeting of our shareholders or
until their successors have been elected and qualified. The executive officers
of our company are appointed by our board of directors and hold office until
their death, resignation or removal from office.

Name
    Position Held with Our
      Company
    Age
    Date First Elected or
      AppointedJason Dussault
    Chief Executive Officer,
      President, Treasurer, Secretary and Director
    36
    May 10, 2007Robert Mintak
    Chief Operating Officer and
      Chief Financial Officer
    47
    July 17, 2007Jason Sundar
    Vice President of Corporate
      Finance
    33
    July 11, 2007


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the persons principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

Jason Dussault, Chief Executive Officer, President,
Treasurer, Secretary and Director

Creating and collaborating with several companies over the past
15 years, Mr. Dussault has worked to take small start-up companies public,
accessing financing from U.S., Canadian and European sources and providing
corporate guidance. In 2005, after successfully raising hundreds of millions of
dollars in capital for his client companies, he

33

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finally decided to pursue his ultimate passion. From that first
inspired leap, Dussault Apparel Inc. was born. A year later, his first line of
fashions sold out almost immediately, establishing his company and launching
Dussault Custom Apparel. As our companys creative visionary, he works with Head
Designer Peter Tsang to expand on a unique style, honing his creations through
an intimate connection to some of the worlds leading celebrities and elite from
the worlds of entertainment and sports.

Robert Mintak, Chief Operating Officer

Mr. Robert Mintak has over 25 years of experience in the retail
and wholesale industries. His track record in management includes five years
with the Robinson Group, which was named one of the 50 best managed companies in
Canada in 2005, and ten years of management experience in retail. Over the past
7 years Mr. Mintak has worked as CFO for Open Sundaes Body Products and as
Operations Manager for several companies.

Jason Sundar, Vice President, Corporate Finance

Mr. Sundar began his career working for the British Columbia
Attorney Generals office, where he developed and promoted youth programs to
protect high-risk youth. At 20 he became the youngest facilitator of corporate
training programs for Peak Performance Systems  a Brian Tracy International
Network focused on the psychology of achievement, goal setting, professional
selling skills, advances selling skills and B2B selling skills. Among their
numerous clients were Yorkton Securities and Crown Packaging. By the age of 23,
Mr. Sundar was the top performer for investor relations specialists PCMI.
Leaving that position, he partnered with Olivia Communications, raising over
five million dollars and taking the organization from three people to a staff of
24. Since founding Sundar Communications Group in 2002, he has personally raised
over $50 million for his clients worldwide.

Family Relationships

There are no family relationships between any of our directors,
executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control
persons has been involved in any of the following events during the past five
years:

|1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                               
|2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding, excluding traffic violations and other
      minor offences;                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                               
|3. | being subject to any order, judgment or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining, barring, suspending or
      otherwise limiting his involvement in any type of business, securities or
      banking activities; or
|   |                                                                                                                                                                                                                                                                                                                               
|4. | being found by a court of competent jurisdiction in a
      civil action, the Securities and Exchange Commission or the Commodity
      Futures Trading Commission to have violated a federal or state securities
      or commodities law, and the judgment has not been reversed, suspended, or
      vacated.              

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires
our executive officers and directors and persons who own more than 10% of our
common stock to file with the Securities and Exchange Commission initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership of our common stock and other equity
securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and
greater

34

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than 10% shareholders are required by the SEC regulations to
furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that during fiscal year ended September 30, 2009, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with.

Name
    Number of Late
      Reports
    Number of Transactions Not
      Reported on a Timely Basis
    Failure to
      File Requested FormsJason Sundar
    8(1)
    24
    N/A


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4  Statement in Changes of
      Beneficial Ownership.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

Code of Ethics

Effective January 24, 2008, our companys board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, members of our board of directors, our companys officers including our
president (being our principal executive officer) and our chief financial
officer (being our principal financial and accounting officer), contractors,
consultants and advisors. As adopted, our Code of Business Conduct and Ethics
sets forth written standards that are designed to deter wrongdoing and to
promote:

(1) honest and ethical conduct, including the ethical handling
of actual or apparent conflicts of interest between personal and professional
relationships;

(2) full, fair, accurate, timely, and understandable disclosure
in reports and documents that we file with, or submit to, the Securities and
Exchange Commission and in other public communications made by us;

(3) compliance with applicable governmental laws, rules and
regulations;

(4) the prompt internal reporting of violations of the Code of
Business Conduct and Ethics to an appropriate person or persons identified in
the Code of Business Conduct and Ethics; and

(5) accountability for adherence to the Code of Business
Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other
things, that all of our companys personnel shall be accorded full access to our
president with respect to any matter which may arise relating to the Code of
Business Conduct and Ethics. Further, all of our companys personnel are to be
accorded full access to our companys board of directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
company officers.

In addition, our Code of Business Conduct and Ethics emphasizes
that all employees, and particularly managers and/or supervisors, have a
responsibility for maintaining financial integrity within our company,
consistent with generally accepted accounting principles, and federal,
provincial and state securities laws. Any employee who becomes aware of any
incidents involving financial or accounting manipulation or other
irregularities, whether by witnessing the incident or being told of it, must
report it to his or her immediate supervisor or to our companys President. If
the incident involves an alleged breach of the Code of Business Conduct and
Ethics by the President, the incident must be reported to any member of our
board of directors. Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary matter. It is
against our company policy to

35

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retaliate against any individual who reports in good faith the
violation or potential violation of our companys Code of Business Conduct and
Ethics by another.

We will provide a copy of the Code of Business Conduct and
Ethics to any person without charge, upon request. Requests can be sent to our
company at the address on the cover of this annual report.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a
member of its audit committee that qualifies as an "audit committee financial
expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent"
as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that the members of our board of directors are
collectively capable of analyzing and evaluating our financial statements and
understanding internal controls and procedures for financial reporting. We
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated any material revenues to date. In addition, we
currently do not have nominating, compensation or audit committees or committees
performing similar functions nor do we have a written nominating, compensation
or audit committee charter. Our board of directors does not believe that it is
necessary to have such committees because it believes the functions of such
committees can be adequately performed by our board of directors.

Item 11.     Executive Compensation

The particulars of the compensation paid to the following
persons:

- our principal executive officer;
- each of our two most highly compensated executive officers who were serving
  as executive officers at the end of the years ended October 31, 2009 and 2008;
  and
- up to two additional individuals for whom disclosure would have been
  provided under (b) but for the fact that the individual was not serving as our
  executive officer at the end of the years ended October 31, 2009 and 2008,

who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION
      TABLEName
      and Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non-Equity
      Incentive Plan Compensation ($)
    Change in Pension
      Value and Nonqualified Deferred
      Compensation Earnings ($)
    All
      Other Compensati on ($)
    Total
      ($)Jason Dussault(1)Chief
      Executive Officer, President, Treasurer,
      Secretary and director
    2009 2008
    81,245.19 116,521.5
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    81,245.19 116,521.5


36

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SUMMARY COMPENSATION
      TABLEName
      and Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non-Equity
      Incentive Plan Compensation ($)
    Change in Pension
      Value and Nonqualified Deferred
      Compensation Earnings ($)
    All
      Other Compensati on ($)
    Total
      ($)Robert Mintak(2)Chief
      Operating Officer and Chief Financial Officer
    2009 2008
    26,297.78 54,368.75
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    26,297.78 54,368.75Jason Sundar(3)VP
      Corporate Finance
    2009 2008
    38,000.00
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    38,000.00 NilTerry Fitzgerald(4)Former
      Chief Executive Officer, President and
      director
    2009 2008
    15,625 127,279
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    15,625.00 127,279Jamie Arthur Lewin(5)Former Chief Financial Officer
    2009 2008
    N/A Nil
    N/A Nil
    N/A Nil
    N/A Nil
    N/A Nil
    N/A Nil
    N/A Nil
    N/A Nil


(1)          Jason
Dussault was appointed Secretary and Treasurer of our company on May 10, 2007
and as President and Chief Executive Officer on April 9, 2009.

(2)         
Robert Mintak was appointed Chief Operating Officer of our company on July 17,
2007. Mr. Mintak was appointed as our interim Chief Financial Officer on April
1, 2008.

(3)          Jason
Sundar was appointed our VP Corporate Finance on July 11, 2007

(4)          Mr.
Fitzgerald was appointed our chief executive officer and president on June 22,
2007 and resigned on April 9, 2009

(5)          Jamie
Arthur Lewin was appointed Chief Financial Officer of our company on July 17,
2007. Mr. Lewin resigned as our Chief Financial Officer on April 1, 2008.

There are no compensatory plans or arrangements with respect to
our executive officers resulting from their resignation, retirement or other
termination of employment or from a change of control.

On July 19, 2007, we entered into consulting agreements with
Robert Mintak, our Chief Operating Officer, and Jason Sundar, our VP Corporate
Finance. The agreements are for three year terms. Pursuant to the terms of the
agreement with Mr. Mintak, we agreed to issue 1,500,000 restricted shares of
common stock which has been returned to our company and cancelled. Pursuant to
the terms of the agreement with Jason Sundar, we agreed to issue 1,000,000
restricted shares of common stock, which will be released in three equal annual
installments after each year of service.

Stock Option Plan

Currently, we do not have a stock option plan in favor of any
director, officer, consultant or employee of our company.

Stock Options/SAR Grants

During our fiscal year ended October 31, 2009 there were no
options granted to our named officers or directors.

37

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Outstanding Equity Awards at Fiscal Year End

No equity awards were outstanding as of the year ended October
31, 2009.

Option Exercises

During our Fiscal year ended October 31, 2009 there were no
options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors
for their services in their capacity as directors, although such directors are
expected in the future to receive stock options to purchase shares of our common
stock as awarded by our board of directors.

We have determined that none of our directors are independent
directors, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the
Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. We have no
material bonus or profit sharing plans pursuant to which cash or non-cash
compensation is or may be paid to our directors or executive officers, except
that stock options may be granted at the discretion of the board of directors or
a committee thereof.

Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management

None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years, is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.

Family Relationships

There are no family relationships between any of our directors,
executive officers or directors.

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

The following table sets forth, as of January 18, 2010, certain
information with respect to the beneficial ownership of our common shares by
each shareholder known by us to be the beneficial owner of more than 5% of our
common shares, as well as by each of our current directors and executive
officers as a group. Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise indicated. Beneficial
ownership consists of a direct interest in the shares of common stock, except as
otherwise indicated.

Name and Address of
      Beneficial Owner
    Title of Class
    Amount and Nature of Beneficial
      Ownership
    Percentage of
      Class(1)Jason Dussault Vancouver, British
      Columbia
    Common
    5,000,000
    7.66%Robert Mintak Vancouver, British Columbia
    Common
    Nil
    0%


38

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Name and Address of
      Beneficial Owner
    Title of Class
    Amount and Nature of Beneficial
      Ownership
    Percentage of
      Class(1)Jason Sundar Vancouver, British Columbia
    Common
    1,000,100
    1.53%Directors and Officers as a group
    Common
    6,000,100
    9.19%Michael Kroeger Hawaii, USA
    Common
    4,750,000
    7.28%


|(1) | Under Rule 13d-3, a beneficial owner of a security
      includes any person who, directly or indirectly, through any contract,
      arrangement, understanding, relationship, or otherwise has or shares: (i)
      voting power, which includes the power to vote, or to direct the voting of
      shares; and (ii) investment power, which includes the power to dispose or
      direct the disposition of shares. Certain shares may be deemed to be
      beneficially owned by more than one person (if, for example, persons share
      the power to vote or the power to dispose of the shares).In addition,
      shares are deemed to be beneficially owned by a person if the person has
      the right to acquire the shares (for example, upon exercise of an option)
      within 60 days of the date as of which the information is provided .In
      computing the percentage ownership of any person, the amount of shares
      outstanding is deemed to include the amount of shares beneficially owned
      by such person (and only such person) by reason of these acquisition
      rights. As a result, the percentage of outstanding shares of any person as
      shown in this table does not necessarily reflect the persons actual
      ownership or voting power with respect to the number of shares of common
      stock actually outstanding on January 18, 2010. As of January 18, 2010,
      there were 65,240,000 shares of our companys common stock issued and
      outstanding.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

We are unaware of any contract or other arrangement or
provisions of our Articles or Bylaws the operation of which may at a subsequent
date result in a change of control of our company. There are not any provisions
in our Articles or Bylaws, the operation of which would delay, defer, or prevent
a change in control of our company.

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

Except as disclosed herein, no director, executive officer,
shareholder holding at least 5% of shares of our common stock, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction since the year ended October 31, 2009, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year-end for
the last three completed fiscal years.

Related Party Transactions

None.

Director Independence

We currently act with one director, consisting of Jason
Dussault. We have determined that our director is not an independent director
as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating
committee, but our entire board of directors acts in such capacities. We believe
that our members of our board of directors are capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. The board of directors of our company does
not believe that it is necessary to have an audit committee because we believe
that the functions of an audit committee can be adequately performed by the
board of directors. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development.

39

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Item 14.       Principal
Accounting Fees and Services

The aggregate fees billed for the most recently completed
fiscal year ended October 31, 2009 and for the fiscal year ended October 31,
2008 for professional services rendered by the principal accountant for the
audit of our annual financial statements and review of the financial statements
included in our quarterly reports on Form 10-Q and services that are normally
provided by the accountant in connection with statutory and regulatory filings
or engagements for these fiscal periods were as follows:

Year EndedOctober 31, 2009 $
    October 31, 2008 $Audit Fees
    8,900
    8,900Audit Related Fees
    Nil
    NilTax Fees
    1,260.00
    1,047.25All Other Fees
    800.00
    NilTotal
    10,960
    9,947.25


Our board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

Our board of directors has considered the nature and amount of
fees billed by our independent auditors and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining
our independent auditors independence.

PART IV

Item 15.       Exhibits,
Financial Statement Schedules

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    |                     
|    | (2)                 
|    |                     
|(b) | Exhibits            

|Exhibit |                                                                                                                                                                                
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                    
|        |                                                                                                                                                                                
|(3)     | Articles of Incorporation and By-laws                                                                                                                                          
|        |                                                                                                                                                                                
|3.1     | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form SB-2 filed on January 11, 2007).                                            
|        |                                                                                                                                                                                
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form SB-2 Filed on January 11, 2007).                                                               
|        |                                                                                                                                                                                
|3.3     | Articles of Merger filed with the Nevada Secretary of
      State on May 29, 2007 (incorporated by reference from our Current Report
      on Form 8-K filed on June 16, 2007).

40

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|Exhibit |                                                                                                                                                                                                   
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description                                                                                                                                                                                       
|        |                                                                                                                                                                                                   
|3.4     | Certificate of Change filed with the Nevada Secretary of
      State on May 29, 2007 (incorporated by reference from our Current Report
      on Form 8-K filed on June 16, 2007).                
|        |                                                                                                                                                                                                   
|(10)    | Material Contracts                                                                                                                                                                                
|        |                                                                                                                                                                                                   
|10.1    | Employment Agreement dated June 22, 2007, between our
      company and Terry Fitzgerald incorporated by reference from our Current
      Report on Form 8-K filed on June 25, 2007).             
|        |                                                                                                                                                                                                   
|10.2    | Letter of Intent dated June 25, 2007, between our company
      and Dussault Jeans Inc. (incorporated by reference from our Current Report
      on Form 8-K filed on July 2, 2007).              
|        |                                                                                                                                                                                                   
|10.3    | Letter of Intent dated November 5, 2007 between our
      company and Dussault Jeans Inc. (incorporated by reference from our
      Current Report on Form 8-K filed on November 5, 2007).        
|        |                                                                                                                                                                                                   
|10.4    | Consulting Agreement dated July 19, 2007, between our
      company and Jason Sundar (incorporated by reference from our Annual Report
      on Form 10-KSB filed on February 13, 2008).          
|        |                                                                                                                                                                                                   
|10.5    | Consulting Agreement dated July 19, 2007, between our
      company and Robert Mintak (incorporated by reference from our Annual
      Report on Form 10-KSB filed on February 13, 2008).         
|        |                                                                                                                                                                                                   
|10.6    | Bridge Loan Agreement dated July 19, 2007, between our
      company and Dussault Jeans Inc. (incorporated by reference from our
      Current Report on Form 8-K filed on August 1, 2007).       
|        |                                                                                                                                                                                                   
|10.7    | Bridge Loan Agreement dated April 16, 2008, between our
      company and Dayton Boot Co. Ent. Ltd. (incorporated by reference from our
      Current Report on Form 8-K filed on April 23, 2008).
|        |                                                                                                                                                                                                   
|10.8*   | Distribution Agreement dated November 10, 2009, between
      our company and EHM Holdings.                                                                                                       
|        |                                                                                                                                                                                                   
|10.9*   | Merchandising License Agreement dated October 31, 2009,
      between our company and USPA Accessories, LLC.                                                                                      
|        |                                                                                                                                                                                                   
|(31)    | Section 302 Certification                                                                                                                                                                         
|        |                                                                                                                                                                                                   
|31.1*   | Section 302 Certification of Chief Executive Officer.                                                                                                                                             
|        |                                                                                                                                                                                                   
|31.2*   | Section 302 Certification of Chief Financial Officer.                                                                                                                                             
|        |                                                                                                                                                                                                   
|(32)    | Section 906 Certification                                                                                                                                                                         
|        |                                                                                                                                                                                                   
|32.1*   | Section 906 Certification of Chief Executive Officer.                                                                                                                                             
|        |                                                                                                                                                                                                   
|32.2*   | Section 906 Certification of Chief Financial Officer.                                                                                                                                             

* Filed herewith.

41

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                      | DUSSAULT APPAREL INC.                         
|--------------------- | ----------------------------------------------
|                      | (Registrant)                                  
|                      |                                               
|                      |                                               
|Dated: March 16, 2010 | /s/
      Jason Dussault                      
|                      | Jason Dussault                                
|                      | Chief Executive Officer, President, Treasurer,
|                      | Secretary and director                        
|                      | (Principal Executive Officer)                 
|                      |                                               
|Dated: March 16, 2010 | /s/
      Robert Mintak                       
|                      | Robert Mintak                                 
|                      | Chief Financial Officer                       
|                      | (Principal Financial Officer and Principal    
|                      | Accounting Officer)                           

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

|Dated: March 16, 2010 | /s/
      Jason Dussault                      
|--------------------- | ----------------------------------------------
|                      | Jason Dussault                                
|                      | Chief Executive Officer, President, Treasurer,
|                      | Secretary and director                        
|                      | (Principal Executive Officer)                 

42

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