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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-K /A Amendment No.1

(Mark One)

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

For the fiscal year ended October 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.

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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. as follow:

- 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.  Our Deuce collection is distributed pursuant to this agreement with EHM Holdings, pursuant to which we split the gross profit margin from the product sales with them.
- 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.  Our head ware collection is distributed pursuant to this agreement with USPA Accessories, LLC , doing business as Concept One,

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 $4,000   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

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

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

---

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.

During the year ended October 31, 2008 the company recognized an inventory markdown of $1,791,526 (as compared to a markdown of  $35,640 for the year ended October 30, 2009).  The underlying reasons for the markdown during the year ended October 31, 2008 were as follows. The inventory arrived in the summer of 2007. The inventory constituted the Winter Collection for 2007-2008. The company was unsuccessful in generating large enough sales to turn the inventory during the season. Fashion companies must always be presenting new products to clients, when an item does not sell it is marked down to sell, unfortunately the general economic situation was rapidly deteriorating in the summer /fall of 2008 with retailers and manufacturers liquidating stock, closing outlets and cutting back on purchases.  These circumstances made it difficult to sell the inventory to the traditional apparel clearance channels. Additionally sales at the Dussault Store in Los Angeles were virtually non- existent.  The company made the decision to protect its cash on hand and close the Dussault Store in Los Angeles. With no staff remaining in Los Angeles to oversee and manage warehoused inventory and not enough capital to transport and store the inventory in Canada we sold the inventory at the best price and terms we could get at the time. The markdown value was based upon the sale price negotiated with the buyer of the inventory.

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.

Inventory Markdown

Inventory was marked down during the fiscal years as follows:

October 31, 2009
             October 31, 2008$35,640
             $1,791,526




The markdown in the October 31, 2008 year was occasioned  by the planned closure of the Company’s retail outlet on Melrose Drive in Los Angeles,  which occurred November 2008.  The loss of the Company’s retail outlet left the Company no alternative but to sell the majority of inventory to discounters below cost.  The markdown was calculated as the difference between recorded cost and the amount realized in the discounted sale, the amount realized being $181,847.50. No estimates were involved.

A certain portion was earmarked for Canadian operations and was shipped to Canada after the store closed. This inventory was expected to realize a gross profit, therefore the portion earmarked for Canada was recorded as ending inventory at recorded cost.

The markdown in the October 31, 2009 year was the result of a critical review of inventory to cull items that proved to be non-marketable, or nearly so.  The markdown was calculated as the recorded value of the items.

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 
      Re-issued June 1, 2010 with a note to subsequent events
Added to the list of participating auditors of the Canadian Public Accountability Board as of May 13, 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

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|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

---

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

---

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.

NOTE 6  SUBSEQUENT EVENTS

There were no subsequent events to the date of the re-issue that would require a material change to the financial statements.

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

---

|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. (incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 2010)                          
|        |                                                                                                                                                                                                               
|10.9    | Merchandising License Agreement dated October 31, 2009,
    between our company and USPA Accessories, LLC. (incorporated by reference from our Quarterly Report on Form 10-Q filed on March 22, 2010)         
|        |                                                                                                                                                                                                               
|(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: June 4, 2010 | /s/
          Jason Dussault                  
|                    | Jason Dussault                                
|                    | Chief Executive Officer, President, Treasurer,
|                    | Secretary and director                        
|                    | (Principal Executive Officer)                 
|                    |                                               
|Dated: June 4, 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: June 4,  2010 | /s/
          Jason Dussault                  
|-------------------- | ----------------------------------------------
|                     | Jason Dussault                                
|                     | Chief Executive Officer, President, Treasurer,
|                     | Secretary and director                        
|                     | (Principal Executive Officer)                 

42

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